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SDL FY2021 Financial Results & Final Dividend

Full Year Results25 August 2021SDLConsumer Discretionary

Distribution Notice

Updated as at 18 December 2019




Please note: all cash amounts in this form should be provided to 8 decimal places


Section 1: Issuer information

Name of issuer Solution Dynamics Limited

Financial product name/description Ordinary Shares

NZX ticker code SDL

ISIN (If unknown, check on NZX

website)

NZSDLE0001S8

Type of distribution

(Please mark with an X in the

relevant box/es)

Full Year X Quarterly

Half Year Special

DRP applies

Record date 17 September 2021

Ex-Date (one business day before the

Record Date)

16 September 2021

Payment date (and allotment date for

DRP)

1 October 2021

Total monies associated with the

distribution

1


$585,592.40 (14,639,810 shares @ $0.04000000

/share)

Source of distribution (for example,

retained earnings)

Retained earnings

Currency NZD

Section 2: Distribution amounts per financial product

Gross distribution

2

$0.05555556

Gross taxable amount

3

$0.05555556

Total cash distribution

4

$0.04000000

Excluded amount (applicable to listed

PIEs)

n/a

Supplementary distribution amount n/a

Section 3: Imputation credits and Resident Withholding Tax

5


Is the distribution imputed Fully imputed


1

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

2

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

Resident Withholding Tax (RWT).

3

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

4

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

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

5

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

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

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



If fully or partially imputed, please

state imputation rate as % applied

6


28%

Imputation tax credits per financial

product

$0.01555556

Resident Withholding Tax per

financial product

$0.00277778

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

DRP % discount (if any)

n/a

Start date and end date for

determining market price for DRP

n/a n/a

Date strike price to be announced (if

not available at this time)

n/a

Specify source of financial products to

be issued under DRP programme

(new issue or to be bought on market)

n/a

DRP strike price per financial product

n/a

Last date to submit a participation

notice for this distribution in

accordance with DRP participation

terms

n/a

Section 5: Authority for this announcement

Name of person


authorised to make

this announcement

Chris Veale, Chief Financial Officer

Contact person for this

announcement

Chris Veale, Chief Financial Officer

Contact phone number +64 21 855142

Contact email address chrisve@solutiondynamics.com

Date of release through MAP


26 August 2021






6

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

---

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

Updated as at 17 October 2019



Results for announcement to the market

Name of issuer Solution Dynamics Limited

Reporting Period 12 months to 30 June 2021

Previous Reporting Period 12 months to 30 June 2020

Currency NZD

Amount (000s) Percentage change

Revenue from continuing

operations

$35,445 4.2%

Total Revenue $35,445 4.2%

Net profit/(loss) from

continuing operations

$2,034 9.0%

Total net profit/(loss) $2,034 9.0%

Final Dividend

Amount per Quoted Equity

Security

$ 0.04000000

Imputed amount per Quoted

Equity Security

$0.01555556

Record Date 17 September 2021

Dividend Payment Date 1 October 2021

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$0.24733601 $0.22513953

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

Refer to the Management Discussion & Analysis in the attached

Financial Statements

Authority for this announcement

Name of person


authorised

to make this announcement

Chris Veale

Contact person for this

announcement

Chris Veale

Contact phone number +64 21 855142

Contact email address chrisve@solutiondynamics.com

Date of release through MAP


26 August 2021


Audited financial statements accompany this announcement.

---

Simplifying Business
Annual Report 2021

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Annual

Shareholders

Meeting

2021 Key Points

> Record net profit after tax up 9%

to $2.03 million

> Earnings per share of 13.9 cents

(prior year 12.7 cents)

> Dividends per share of 11.0 cents

(prior year 9.0 cents)

> Revenue up 4% to $35.4 million

> EBITDA declined 3% to $4.2

million

> Net cash on hand $4.7 million

> Ongoing earnings growth

expected in FY2022

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The Annual Meeting of shareholders will

be held at 10:30am on Wednesday, 27th

October 2021, as an in-person meeting

in the Jupiter Meeting Room Solution

Dynamics Limited, 18 Canaveral Drive,

Albany, AUCKLAND, and as an online

meeting with details to be provided when

the Company provides the Notice of

Meeting to shareholders.

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2021 Key Points .....................................................................2

Management Discussion and Analysis ..................................................4

Independent Auditor’s Report ........................................................14

Consolidated Financial Statements for the

Year Ended 30 June 2021

Consolidated Statement of Profit or Loss ...............................................17

Consolidated Statement of Comprehensive Income .....................................17

Consolidated Statement of Financial Position ...........................................18

Consolidated Statement of Changes in Equity ..........................................19

Consolidated Statement of Cash Flows ................................................20

Notes to the Consolidated Financial Statements ........................................21

Statement of Corporate Governance ..................................................53

Company Directory .................................................................63

Contents

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Management Discussion

and Analysis

FY2021 Result Overview

Solution Dynamics Limited (“SDL” or “Company”) recorded a net profit after tax of $2.03 million for FY2021, a 9.0%

gain on $1.87 million in the prior FY2020 year. As noted in the FY2020 Annual Report, the prior year profit included

a net after tax gain of $0.23 million that is one-off in nature, so the normalised prior period profit for comparative

purposes is $1.63 million, meaning the FY2021 gain in earnings on this adjusted basis is 24.5%. The trend of growth

in international business from SDL’s Software & Technology platforms continues although FY2021 revenue growth

was limited to 11.9% almost solely the result of COVID-19. COVID caused a full year slump in UK revenues in

particular, with volumes in developing markets also constrained. This revenue pressure, combined with onboarding of

larger new customers, required additional IT development and support resources which saw Cost of Goods Sold rise

by 6.7% and Selling, General & Administration (“SG&A”) expenses increase again, although the FY2021 SG&A rise

was a more modest 1.9% versus the substantial rise of 47.5% the prior year.

Cash flow from operations was $2.61 million (FY2020 $5.77 million) and the net cash position at year end was $4.71

million (FY2020 $5.01 million). Part of the year-end cash position represents prepayment of postage by some clients

(around $1.2 million).

The directors have declared a final dividend of 4.0 cents per share (FY2020 6.0 cents) fully imputed, bringing total

dividends for FY2021 of 11.0 cents per share (FY2020 9.0 cents).

Effects of COVID-19

SDL has continued its COVID-19 monitoring and safety policies, aimed at ensuring the Company’s staff remained

safe. This includes the use of segregated teams as required, significant levels of working from home for non-

production staff, health monitoring, and controlled facility access. These have helped ensure no SDL staff member

has been infected by COVID-19 to date. These measures will likely remain in place until a vaccine is widely

implemented in New Zealand and proven to be effective, and some such as working from home are likely to become

a normal part of workplace practice. The Company deeply appreciates the efforts and cooperation by staff in their

flexibility, assistance and compliance with health requirements, and thanks them for perseverance and maintaining

morale in difficult operating circumstances.

It is difficult to accurately assess the financial impact of COVID-19 on SLD’s FY2021 financial result. The largest

effects were on volumes in the UK where SDL’s customers had significantly lower activity for the financial year (in

some cases down around 80%). Additionally, a large customer with international activities that has sizeable activity in

developing markets, was forced to scale back operations in many countries, reducing processing volumes. Less easily

measurable was the lack of direct sales activity in the US particularly. The Company’s best estimate is that COVID

reduced revenues by – very approximately – around 10-12%.

Some modest costs savings continued, with travel remaining near zero. However, COVID appears to be a factor in the

shortage of skills across the technology sector, adding cost pressures that are continuing in FY2022.

As noted in last year’s Annual Report, an SDL director, Mr Elmar Toime, has significant experience in the global

mail and logistics markets (former CEO of NZ Post, former Deputy Executive Chair of the Royal Mail Group, was

a Supervisory Board member of Deutsche Post DHL, and is a non-executive director of Qatar Post). He provided

specialised mail and logistics consulting advice to the Company during the COVID-19 period along with additional

support to SDL’s northern hemisphere operations during a period when travel from New Zealand has not been

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possible, along with the temporary absence of the CEO, Nelson Siva, for medical reasons. These services were
partly provided in FY2020 and continued for the early part of FY2021 but then ceased; they were provided on

normal commercial terms (refer Note 29).

Business Description

SDL operates in the Customer Communications market (essential mail, interactive marketing communications

and on-demand communications) across both the old economy print/mail house business and the new economy

document management business. The Company’s products and services are represented by two revenue streams:

• Services (split into Digital Print & Document Handling, and Outsourced Services); and

• Software & Technology.

Services operates solely in New Zealand. Digital Print & Document Handling revenues are generated from digital

printing and mail house processing for two categories of mail items: transactional mail, such as invoices and

statements; and direct marketing mail such as promotional material. These are then distributed through New

Zealand Post’s (“NZ Post”) mail delivery system. A number of the components included in this service, such as

envelopes and postage, form part of Outsourced Services revenues (which are typically very low margin activities).

Digital printing differs from traditional printing in that each document printed is typically personalised and unique.

Revenue from the Company’s scanning operation is included in Services (for New Zealand scanning operations),

while offshore consulting and software revenues that are related to SDL’s software technology are included in the

Software & Technology revenue stream.

Software & Technology develops and markets SDL’s own software products which include:

• digital asset management, with communication templates and campaign management;

• document archival;

• document composition;

• desktop mail solutions for “print on demand”;

• consulting and software revenue from scanning and scanning workflow; and,

• international cross-border print-on-demand management software.

Note that SDL has several different business models for international clients. For some, SDL only provides software

or related consulting services, but for others it also arranges third party printing and logistics on which it will

typically earn a modest margin. For these latter clients, the software charge and print/logistics margins are typically

aggregated into an overall charge to the customer. This means Software & Technology revenues are a mix of pure

software and software consulting revenues for some clients, while others also include third party printing and

logistics revenues that are generated from SDL’s software.

Transactional mail volumes in New Zealand and internationally are continuing to decline, although anecdotal

evidence suggests direct marketing mail is seeing less erosion. Some types of communications still remain better

suited to print and the usage level of printed versus electronic communications varies significantly across countries.

Technology such as DéjarMail (SDL’s print-on-demand desktop mail solution) can improve the handling efficiency,

management and cost of physical mail. The Company’s integrated range of print and software technologies means

it is able to offer a holistic and distribution channel/platform-agnostic approach to managing its customers’

communications needs.

The Company is headquartered in New Zealand with international operations in the UK, France and USA.

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International Expansion
Historically, SDL was predominantly a New Zealand digital print and mail house business with some international

software revenue. That position changed in FY2020, when SDL’s international revenue surpassed its New Zealand

revenue for the first time. Total Software & Technology revenue (some of which is revenue billed in New Zealand) as

a proportion of total revenue was around 70%.

The requirement to provide high levels of international customer service for software delivery and support

capability means SDL’s New Zealand technology staff are regularly called upon to provide after-hours support to

overseas customers and the Company’s international staff. Most of the Company’s software development team

are based in New Zealand (two are in the UK and one in the USA). SDL recognises the stress that international

expansion and time zone differences have placed on staff, both in New Zealand and globally, and has actively

increased the number of support, implementation and DevOps staff in the northern hemisphere.

Description and Review of Revenue Streams

SDL Services

SDL Services predominantly provides mail house operations to high-volume postal mail users in the business-to-

consumer sector. DéjarMail has expanded the market for SDL’s print and post service down to the SME (small

to medium enterprise) sector although the Company sells to this market through channel partners. SDL Services

operates leased, high-speed digital colour and monochrome printers. In addition to digital printing, Services also

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

Services revenue also includes Outsourced Services, which encompasses a variety of outsourced functions or

components such as postage, third party offset printing, freight, paper and envelopes. The Company has an access

agreement with NZ Post which provides wholesale rates and bulk mail discounts off NZ Post’s retail rates, subject

to SDL meeting minimum volumes requirements. The profit margins on many of these outsourced components,

especially postage, are slim.

General mail volumes continue to decline albeit at what SDL estimates is a lower rate than the overall market fall;

SDL’s FY2021 mail lodgement volumes declining 8.8%, versus 15.8% the prior year. The Company’s digital print

volumes also fell slightly, declining 3.7%. SDL believes consolidation of mail house capacity is inevitable and is

confident it holds a strong competitive position in the market.

On the digital communications side, SDL’s volume of customer emails rose 7.6%.

Outsourced Services revenue in the following table is a combination of both very low margin postage and the

outsourced printing in the New Zealand operations.

SDL Services Revenue Breakdown FY2021 FY2020 Percentage

(all figures $000) Change

Digital Printing and Document Handling 4,161 4,568 -8.9%

Outsourced Services 6,649 7,450 -10.8%

Total Services Revenue 10,810 12,018 -10.1%

During the year, SDL renewed the lease contract on its print equipment and the Company believes it now has

highly competitive rates for its continuous digital printing equipment. Additionally, one of SDL’s major New Zealand

customers re-tendered its business during FY2021 and the Company re-secured the business for a further three

plus two year term. SDL has also gained business from a medium-sized regional authority that will contribute in

FY2022.

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SDL Software & Technology
Two trends continue to drive demand for SDL’s software. First is the digital transformation of communication

channels with the increasing ability for businesses to personalise their customer engagement. Secondly, cost and

efficiency pressures are causing businesses to optimise their communications channels, both digital and print. SDL’s

software platforms provide functionality to deliver on both these trends that may have been accelerated by COVID.

The digital transformation aspect has significant market competition in the purely digital sector, with technology

companies look to help businesses employ more “pull” marketing tactics, drawing people into their brands

with interesting, informative, and engaging content. Communication channels are no longer “one size fits all”;

customers now receive increasingly personalised messaging through multi-media channels. SDL treats each form of

communication – whether a customer email, an invoice or account statement, or a piece of marketing collateral – as

a means to enrich and deepen the personalised relationships that our customers have with their customers.

The second aspect – helping optimise both print and digital communications channels – is one where SDL appears

to have a greater degree of competitive advantage. The Company’s history in mail house, digital printing and

fulfilment means it understands the importance of, and requirements for, data accuracy, timely delivery and cost

efficiency. This is not simply a case of generating, printing and mailing a PDF. There are significant complexities

around personalised document creation and production for specialised, high volume print equipment, coupled with

personalised mail inserts, multi-part and multi-lingual documents, global routing for optimised multi-region printing,

and handling and management of mail returns, along with industry knowledge around optimising mail and logistics

costs. In addition, there are increasing data security and privacy regulations, including data integrity and document

management requirements. Delivering solutions in this domain requires a combination of digital document skills

and specialised global print and mail industry knowledge. SDL’s in-house production experience and how the

Company has coupled this with its in-house development (and in some cases acquisition) of software technology

has produced what it believes is effective technology with few global competitors.

SDL Software has six software engines or platforms that can be linked together in bespoke combinations to

develop customer-specific solutions:

1. Déjar

Déjar is a digital archival system that provides the ability to efficiently store and retrieve electronic documents

created from most formatting tools. Déjar allows users to exactly reproduce the original document and access

these via a browser over the local network or via the Internet. The reproduced document can be printed, faxed or

emailed and Déjar’s security and history features ensure every document created and subsequent access event is

recorded by User ID and date/time stamp.

2. Composer

Composer is SDL’s electronic document creation software. It is flexible and allows customised documents to

be built on the fly, based on information retrieved from databases. Based on templates it automatically creates

templates, documents and letters with dynamic, customised content, formatted to each customer’s requirements.

Composer allows companies to easily standardise corporate documentation formats for all users, including regional

and legal variations. Templates, documents, emails, letters and newsletters created by Composer are automated,

ready to archive, print, publish online, or electronically distribute to customers in one step.

3. Bremy

Bremy is an integrated, multi-channel publishing and distribution solution for businesses across a broad spectrum

of industries. It manages the workflow of digital assets, from document creation and revision, to final email or print-

ready files and distribution through multiple channels, including print, email, web, digital signage and mobile. It

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helps streamline and provides integrity to document proofing and integrates with data sources to produce complex
documents such as online or physical catalogues. It also has a Campaign Manager module to assist companies in

creating and managing specific advertising programmes.

4. DéjarMail (POD: Post on Demand)

DéjarMail is a desktop mail management solution which allows customers to route mail correspondence, by file

transfer or web browser portal (Post On Demand), to SDL or any other service provider for printing and delivery via

post or any other medium. This delivers costs savings for smaller businesses and for larger companies’ ad hoc mail.

5. Jupiter

Jupiter is a global print and mail solution that benefits Postal Administrators, senders and recipients, all via

a “Managed Print and Mail Solution”. Jupiter provides a technology platform which links together customer

communication origin points such as ERP, transactional and marketing output with production and fulfilment on a

globally distributed basis. Closely integrated with over 300 service providers globally, customers can use a highly

flexible web service API to achieve simultaneous concurrent fulfilment across five continents, all while retaining

visibility and control of the process via an intuitive and mobile friendly, web portal.

The scope for integration of the SDL product set, particularly DéjarMail Post on Demand, with Jupiter’s global

fulfilment network opens the door to expansion of the markets that SDL’s solutions can apply to.

6. Scantech scanning software

Scantech’s suite of software solutions include scanning applications to digitise physical documents, automated

extraction of data from documents (both physical and digital) including workflows for the processing of this data

and the automation of business processes such as accounts payable and accounts receivable. These are also

integrated into SDL products, such as Déjar for archival and retrieval.

Software & Technology has four broad revenue sources.

The first is as a SaaS (Software as a Service), where customers operate SDL’s software on a pay-as-you-go model.

This is normally by way of a per-document or per-electronic transaction charge and in many cases with a base

monthly fee. SDL will usually host the software on third party hosting infrastructure (such as Amazon Web Services

or Microsoft Azure) and may also archive related data on behalf of the client.

Secondly, the company offers bespoke software development where this is related to a customer using SDL’s

software. An example is a customer requiring a front end, web-based access portal to allow its clients to access

the underlying data being stored or managed by SDL’s software. In general, SDL prefers to provide generic

functionality that covers most customer use situations rather than building overly customer-bespoke infrastructure,

as this allows better ongoing management of SDL’s software base by mitigating excess complexity and the risk of

“technical debt”.

The third is the provision of programming, consulting, end-customer onboarding, business analysis and design

services that help clients to manage essential and marketing communications both physical and electronic.

The fourth is a total communications solution. This includes SDL providing print and mail/logistics through third

party partners that may not be in the same country as the customer. In this economic model, SDL does not usually

disaggregate software and services, but prices an integrated communications solution for the customer.

Software encompasses all international and New Zealand software revenue. It includes Déjar revenue in New

Zealand for digital document archival and management for SDL Services’ customers.

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SDL continues to invest in its software IP and current efforts are mainly focussed on functional development and
tighter integration amongst product platform engines. A number of the Company’s software products have been

developed in-house (e.g. DéjarMail Post-on-Demand) while others such as the Jupiter global distributed print

platform have been acquired. As SDL’s international expansion relies on channel partners, having these products

more closely integrated and easier to use by third parties is an increasing requirement as well as enabling SDL to

scale more effectively.

SDL has been assisted in its American growth initiative by a market development grant from NZ Trade and

Enterprise (“NZTE”) that contributed towards the costs of expansion. The NZTE grant was fully utilised during

FY2021. SDL appreciates the financial and market assistance it has received from NZTE.

Software & Technology generated revenue of $24.64 million in FY2021, an increase of 11.9% on the prior year’s

revenue of $22.01 million despite significant decline in UK revenues due to COVID. This growth was from several

sources including incremental revenue from a large multinational organisation that SDL secured around two years

ago (the bulk of the revenue from this client is from underlying print and logistics activity) plus a large US-based

multinational corporation that is progressively rolling out SDL’s Post on Demand and Jupiter platforms globally,

including incremental business as it transfers clients across to SDL. Mid-sized clients in the financial services sector

contributed strongly to US growth, while the UK continued to be COVID restrained (UK revenues in FY2021

declined approximately 50% on the prior year).

Financial Performance

SDL’s growth in revenue and earnings over FY2021 resulted from ongoing expansion of its international business,

predominantly in the US. The New Zealand business continued to struggle for revenue growth from the ongoing

structural decline in volumes and pricing pressure resulting from excess industry capacity, but remains sustainably

profitable.

Cost pressures offset the revenue growth and held Gross Profit flat on the prior year, with the modest increase in

SG&A reducing EBITDA by 3.2% to $4.21 million.

Summary Financial Performance FY2021 FY2020 Percentage

(all figures $000) Change

Total Revenue 35,445 34,030 4.2%

Less: Cost of Goods Sold 21,954 20,571 6.7%

Gross Profit 13,491 13,459 0.2%

Gross Margin (%) 38.1% 39.6%

Less: Selling, General & Admin (SG&A) 9,277 9,105 1.9%

EBITDA 4,214 4,354 -3.2%

EBITDA margin (%) 12.8% 12.8%

Depreciation 1,156 1,151 0.4%

Amortisation 283 330 -14.2%

EBIT 2,775 2,873 -3.4%

Net Interest 70 92 -23.9%

Income Tax 671 915 -26.7%

Net Profit after Tax 2,034 1,866 9.0%

Tax rate 24.8% 32.9%

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Note that the prior FY2020 result contained two material one-off items that produced a net gain after tax of $0.23
million. Deducting this from reported earnings produces a normalised profit (note this is a non-GAAP measure)

of $1.63 million, which the Directors believe provides a more accurate picture of how the Company’s underlying

operations performed. Part of the FY2020 one-off gain was from foreign exchange hedging that assisted the Gross

Profit and this largely explains the 150 basis point decline in Gross Margin in FY2021.

The following table highlights first and second half performance for the last two financial years.

SDL Half Financial Years 2H 2H Percent 1H 1H Percent

(all figures $000) FY2021 FY2020 Change FY2021 FY2020 Change

Total Revenue 16,923 18,245 -7.2% 18,522 15,785 17.3%

EBITDA 1,369 2,938 -53.4% 2,845 1,416 100.9%

EBITDA margin 8.1% 16.1% 15.4% 9.0%

Tax rate 9.9% 36.1% 29.5% 21.2%

Balance Sheet, Liquidity and Debt

SDL closed the year with net cash (i.e. cash net of interest bearing debt) on hand on $4.71 million (FY2020 $5.01

million). Note that this net cash figure excludes Right to Use Liabilities arising from the new Lease Accounting

standard; these liabilities are approximately offset by Right to Use Assets. As previously noted, the year-end cash

position is abnormally high from unusually favourable timing of year-end debtor and creditor (creditors are also

elevated at year end) cash flows, along with prepayment of (very low margin) postage by some clients (totalling

around $1.2 million). Given the increase in global health and macroeconomic risks the Directors intend retaining a

prudent approach to balance sheet management.

The Company maintains an overdraft arrangement from ANZ Bank with a $200,000 limit. This was unused during

FY2021.

Selected Balance Sheet and Cashflow Figures FY2021 FY2020 Change

(all figures $000)


Net Cash/(Debt & Borrowings) 4,713 5,012 -299

Non-Current Assets 1,816 2,310 -494

Right of Use Assets 1,210 1,406 -196

Net Other Assets/(Liabilities) (1,458) (2,304) 846

Right of Use Liabilities (1,346) (1,531) 185

Net Assets 4,935 4,893 42

Cashflow from Trading 2,372 2,292 80

Movement in Working Capital 236 3,474 -3,238

Cash Inflow from Operations 2,608 5,766 -3,158

Cash dividends paid 1,903 732 1,171

Capital expenditure for the year was modest at $0.749m, mainly for Right of Use Assets on capitalisation of a new

three year lease to update the New Zealand digital print production platform.

Net assets were broadly flat over the year. Net assets includes intangible assets of around $1.31 million of which

the bulk ($1.06 million) is goodwill and subject to an annual impairment test. The balance of intangibles represents

software and customer contracts from acquisitions which are being amortised.

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SDL operates with a largely neutral working capital balance although international expansion and larger “lumpier”
contracts means month-to-month and intra-month cash flow movements have wider fluctuations. The Directors

intend to maintain sufficient liquidity reserves to manage these short-term fluctuations.

Taxation and Dividends

SDL pays full New Zealand tax on locally generated earnings. The international business in FY2021 was able to

utilise some foreign tax losses from the prior year and this lowered the overall tax rate to 24.8% versus 32.9% the

prior year.

The Company’s US business is profitable after new business growth during the prior FY2020 saw the full utilisation

of remaining US tax losses. A portion of amortisation of acquired intangibles (relating to customer contracts and

some of the acquired software) is not tax deductible and this will bias the reported tax rate slightly upwards until

these are fully written off.

The Directors reiterate that SDL intends to pay dividends only to the extent that it can fully impute them and

also subject to the Company not experiencing any one-off requirements for abnormal capital expenditure or any

significant acquisition or investment activity.

Earnings and Dividends per Share FY2021 FY2020 Change

(all figures $000)


Shares on Issue (‘000) 14,640 14,640 0.0%

Reported Earnings per Share (cents) 13.89 12.75 9.0%

Dividend per Share (cents) 11.0 9.0 22.2.%

Dividend Proportion Imputed 100.0% 100.0%

Dividend Payout ratio 79.2% 70.6%

Dividend Payout ratio on NPATA 72.0% 62.6%

The final dividend of 4.0 cents per share is fully imputed and will be paid on 1 October 2021 (expected ex-date of

16 September 2021).

The number of shares on issue remained flat over the year. The Company operates an employee share option plan

(ESOP) for key staff. At year end there were four staff members in this plan with the right to 360,000 shares.

Risk Factors

The physical mail market in New Zealand is continuing its volume decline trend, especially for transactional mail

such as statements and bills. This has been exacerbated by COVID-19 increasing the emphasis towards electronic

communications and the Company believes it is placing further pressure on what is excess printing capacity in the

New Zealand mail house sector. Direct mail/marketing volumes have been more robust and SDL estimates have

shown modest to little decline. Anecdotal industry feedback suggests some industry participants are operating

at low levels of capacity utilisation. This is likely to force industry consolidation at some stage, although industry-

wide pricing and margin pressure may exacerbate before this eventuates. This risk to SDL is partly mitigated by the

Company’s ability to add value through its technology offerings. The Company has several key domestic contracts

that, if lost, could place material pressure on local profitability although much of this is under medium-term contract

(and SDL renewed a major print and mail contract for a multi-year term during FY2021). While SDL expects that

consolidation in the New Zealand print market is inevitable, and has held industry rationalisation discussions with

other participants in the print sector, the Company will not participate unless there is clear value enhancement for

shareholders.

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SDL’s top five customers (both domestic and international) provided 49.5% of the Company’s revenue in FY2021
with the largest customer accounting for 28.7% of revenue. Loss of one or more of those customers would cause

financial results to differ materially from those outlined in the FY2022 Outlook section below.

The Company’s software provides critical document management, distributed print, and storage functions for its

clients. SDL needs to ensure it continues to maintain appropriate levels of software development quality control

and sufficient, well-trained staff for software delivery and support. Cyber and data security is a known high risk

area The Company regularly reviews its IT and data security arrangements with external advisors.

The Company operates a single site facility for its New Zealand print and mail house production, with an offsite for

data and server backup. The Directors are conscious of the operational risk a single site implies for digital imaging

and mail house operations. SDL has a reciprocal disaster recovery (“DR”) plan with another printer, as well as

backup capability with a division of its major print equipment supplier.

The Company mainly relies on distribution channel partners to market its software products into the UK, Europe

and the US. This means SDL has little or no contact with many of the end user customers of its products. While

these channel partner arrangements are currently stable there is not guarantee these arrangements will continue.

SDL will continue to ensure its software meets channel partner requirements. The Company has invested in a

limited number of sales people in the UK/Europe and the US.

SDL reiterates comments from the “Effects of COVID-19” section above. At present, the Company sees ongoing

growth from recent customer and contract wins as sufficient to support future growth expectations. However,

the global environment (both in health and economic terms) remains extremely uncertain and this could materially

affect SDL in unforeseen ways.

FY2022 Outlook

SDL confirms previously providing guidance for FY2022 reported net profit of around $2.5 million. This guidance

assumes growth rates in North America continue and some recovery in UK volumes during the second half of the

financial year as that economy begins to normalise from the effects of COVID-19.

The Company expects some customers to continue seeing reduced physical communication volumes, especially

those involved in developing markets, and this will remain a drag on earnings during FY2022. Some costs, especially

in various areas of technology, continue to see pressure and skill shortages; these factors are not expected to abate

during FY2022. The Company has invested significantly in personnel in recent years (both in New Zealand and

internationally) and the skills and staff now in place should be capable of supporting a step change in growth. SDL

expects sufficient organic growth, coupled with growth in business from new and recent customers, to more than

offset the COVID drag and increased cost structure.

Significant volatility remains possible in the range of earnings outcomes for FY2022. The Directors continue to

monitor the world health and macroeconomic outlooks for risk. COVID has made international sales a slower and

more complex process, however, SDL has the software platforms and customer support infrastructure to maintain

growth momentum.

| 12 |

| 13 |
Key Financial Trend Metrics

Revenue ($000)

Revenue CAGR (10 yr) 12.4%

Software CAGR (10 yr) 20.8%

Print/Mail CAGR (10 yr) 4.0%

Net Profit ($000)

Reported net profit. Note no tax was payable in

FY12, FY13 and FY14.

EBITDA ($ 000)

CAGR (10 year) 30.3%

EBITDA is as reported in financial statements, noting

this is affected by the change of accounting standard to

NZ IFRS 16 (accounting for leases) in FY20 (increases

reported EBITDA) so FY20 onwards is not comparable

with prior years.

Dividends

Cents per share (excludes imputation credits).

All dividends have been fully imputed.

FY12

Software & TechnologyPrint/Mailhouse

FY12FY12

40,000

35,000

30,000

25,000

20,000

15,000

10,000

5,000

0

6,000

5,000

4,000

3,000

2,000

1,000

0

16.0%

14.0%

12.0%

10.0%

8.0%

6.0%

4.0%

2.0%

0.0%

2,500

2,000

1,500

1,000

500

0

-500

-1000

12.00

10.00

8.00

6.00

4.00

2.00

0.00

FY12FY16

FY16FY16

FY16FY14

FY14FY14

FY14FY18

FY18FY18

FY18FY20

FY20FY20

FY20FY13

FY13FY13

FY13FY17

FY17FY17

FY17FY15

FY15FY15

FY15FY19

FY19FY19

FY19FY21

FY21FY21

FY21

2.7%

5.3%

7.7%

8.5%

10.4%

10.4%

10.0%

9.2%

12.8%

11.9%

| 14 |
Grant Thornton New Zealand Audit Limited


L4, Grant Thornton House

152 Fanshawe Street

PO Box 1961

Auckland 1140


T +64 9 308 2570

www.grantthornton.co.nz







Chartered Accountants and Business Advisers

Member of Grant Thornton International Ltd.








To the Shareholders of Solution Dynamics Limited

Report on the Audit of the Consolidated Financial Statements


Opinion

We have audited the consolidated financial statements of Solution Dynamics Limited and its subsidiaries (the Group) on pages

17 to 52 which comprise the consolidated statement of financial position as at 30 June 2021, and the consolidated statement

of profit or loss, consolidated statement of comprehensive income, consolidated statement of changes in equity and

consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of

significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position

of the Group as at 30 June 2021 and its financial performance and cash flows for the year then ended in accordance with New

Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) issued by the New Zealand Accounting

Standards Board.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)) issued by the New

Zealand Auditing and Assurance Standards Board. Our responsibilities under those standards are further described in the

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of

the Group in accordance with Professional and Ethical Standard 1 International Code of Ethics for Assurance Practitioners

(including International Independence Standards) (New Zealand) issued by the New Zealand Auditing and Assurance

Standards Board and the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional

Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical

responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have

obtained is sufficient and appropriate to provide a basis for our opinion.

Our firm carries out other assignments for the Group in the area of taxation advice and services. The firm has no other interest

in 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

consolidated financial statements of the current period. These matters were addressed in the context of our audit of the

consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on

these matters.




Independent Auditor’s Report


Grant Thornton New Zealand Audit Limited


L4, Grant Thornton House

152 Fanshawe Street

PO Box 1961

Auckland 1140


T +64 9 308 2570

www.grantthornton.co.nz







Chartered Accountants and Business Advisers

Member of Grant Thornton International Ltd.








To the Shareholders of Solution Dynamics Limited

Report on the Audit of the Consolidated Financial Statements


Opinion

We have audited the consolidated financial statements of Solution Dynamics Limited and its subsidiaries (the Group) on pages

17 to 52 which comprise the consolidated statement of financial position as at 30 June 2021, and the consolidated statement

of profit or loss, consolidated statement of comprehensive income, consolidated statement of changes in equity and

consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of

significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position

of the Group as at 30 June 2021 and its financial performance and cash flows for the year then ended in accordance with New

Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) issued by the New Zealand Accounting

Standards Board.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)) issued by the New

Zealand Auditing and Assurance Standards Board. Our responsibilities under those standards are further described in the

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of

the Group in accordance with Professional and Ethical Standard 1 International Code of Ethics for Assurance Practitioners

(including International Independence Standards) (New Zealand) issued by the New Zealand Auditing and Assurance

Standards Board and the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional

Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical

responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have

obtained is sufficient and appropriate to provide a basis for our opinion.

Our firm carries out other assignments for the Group in the area of taxation advice and services. The firm has no other interest

in 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

consolidated financial statements of the current period. These matters were addressed in the context of our audit of the

consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on

these matters.




Independent Auditor’s Report

| 15 |
Grant Thornton New Zealand Audit Limited


L4, Grant Thornton House

152 Fanshawe Street

PO Box 1961

Auckland 1140


T +64 9 308 2570

www.grantthornton.co.nz







Chartered Accountants and Business Advisers

Member of Grant Thornton International Ltd.








To the Shareholders of Solution Dynamics Limited

Report on the Audit of the Consolidated Financial Statements


Opinion

We have audited the consolidated financial statements of Solution Dynamics Limited and its subsidiaries (the Group) on pages

17 to 52 which comprise the consolidated statement of financial position as at 30 June 2021, and the consolidated statement

of profit or loss, consolidated statement of comprehensive income, consolidated statement of changes in equity and

consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of

significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position

of the Group as at 30 June 2021 and its financial performance and cash flows for the year then ended in accordance with New

Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) issued by the New Zealand Accounting

Standards Board.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)) issued by the New

Zealand Auditing and Assurance Standards Board. Our responsibilities under those standards are further described in the

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of

the Group in accordance with Professional and Ethical Standard 1 International Code of Ethics for Assurance Practitioners

(including International Independence Standards) (New Zealand) issued by the New Zealand Auditing and Assurance

Standards Board and the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional

Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical

responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have

obtained is sufficient and appropriate to provide a basis for our opinion.

Our firm carries out other assignments for the Group in the area of taxation advice and services. The firm has no other interest

in 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

consolidated financial statements of the current period. These matters were addressed in the context of our audit of the

consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on

these matters.




Independent Auditor’s Report


Grant Thornton New Zealand Audit Limited


L4, Grant Thornton House

152 Fanshawe Street

PO Box 1961

Auckland 1140


T +64 9 308 2570

www.grantthornton.co.nz







Chartered Accountants and Business Advisers

Member of Grant Thornton International Ltd.








To the Shareholders of Solution Dynamics Limited

Report on the Audit of the Consolidated Financial Statements


Opinion

We have audited the consolidated financial statements of Solution Dynamics Limited and its subsidiaries (the Group) on pages

17 to 52 which comprise the consolidated statement of financial position as at 30 June 2021, and the consolidated statement

of profit or loss, consolidated statement of comprehensive income, consolidated statement of changes in equity and

consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of

significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position

of the Group as at 30 June 2021 and its financial performance and cash flows for the year then ended in accordance with New

Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) issued by the New Zealand Accounting

Standards Board.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)) issued by the New

Zealand Auditing and Assurance Standards Board. Our responsibilities under those standards are further described in the

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of

the Group in accordance with Professional and Ethical Standard 1 International Code of Ethics for Assurance Practitioners

(including International Independence Standards) (New Zealand) issued by the New Zealand Auditing and Assurance

Standards Board and the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional

Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical

responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have

obtained is sufficient and appropriate to provide a basis for our opinion.

Our firm carries out other assignments for the Group in the area of taxation advice and services. The firm has no other interest

in 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

consolidated financial statements of the current period. These matters were addressed in the context of our audit of the

consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on

these matters.




Independent Auditor’s Report


Chartered Accountants and Business Advisers

Member of Grant Thornton International Ltd.

Key audit mattersOur procedures to address the key audit matter

Carrying Value of Goodwill

The Group has significant goodwill of $1,061,000

arising from historical acquisitions of businesses.

Goodwill is allocated across the Groupssoftware cash

generating units. Any risk of downturn in the

macroeconomic environment could result in an

indicator of impairment to thegoodwillbalance. The

inherent uncertainty involved in forecasting and

discounting future cash flows is one of the key

judgement areas that our audit concentrated on. The

uncertainty is affected by severalfactors including

generalmarket trends, current environment and

economic factors such asimpact of theCOVID19

global pandemic, the number of new customersand

future demand for the softwaresolutions. All which

form the basis for assessment ofthe carrying valueof

the goodwill balance.

For this key audit matterour audit procedures included assessment

of the Group’s forecast and budgeting proceduresused to form the

basis for value in use calculations. We also compared the Group’s

historical budget to actual performance and its future projections

compared to prior year actualresultsand tested the

reasonableness of forecasting assumptions. In addition, we

performed our own assessments in relation to key inputs such as

projected revenue growth, cost and overhead inflationexpectations

and discount ratesused.

We further evaluated thereasonableness where changes to inputs,

methodology or assumptions from the prior yearhave occurred.

We also assessed whether the Group’s disclosures about the

sensitivity in key assumptions fairly reflected the risks inherent in

the carrying value of the goodwillbalance.

Accuracyofrevenue

TheGrouprecognisedrevenueof$34.3million(2020:

$32.1 million) for the year ended 30 June 2021

comprising sale of goods and rendering ofservices

undercontract. The principal risk associated with

revenue relates to recognition and recoverability.

There are several factors that could affect revenue

including:

•Delivery may not have occurred before year

endresulting in recorded sales being

recognised in the incorrect accounting

period.

•Revenues recognised from contract sales of

products and services may be at a point in

time or over time with reference to the

various performance obligations existing with

customers.

•Revenue may include estimates and

judgements that impact the amount of

revenue recognised.

For the key audit matter our audit procedures included evaluating

the Group’s recognition of revenue by assessing the procedures

and controls in place and ensuringappropriate revenue recognition

policies have been applied. In relationto sales cut-off, we

performed detailed substantive testing on sales recognised or

adjusted either side of year end to substantiate the appropriate

terms of the relevant contracts had been satisfied in line with

contract performance obligations.

Our audit work included assessing performance obligations of any

significant projects or contracts including the delivery of the goods

to ensure appropriate revenue recognition.

For contracts recognised at a point in time we inspected a sample

of delivery notes, invoices raised and cash receipts.

For contracts recognised over time we reperformed the calculation

of any material revenue to be recognised at year end and agreed

the assumptions used in determining the various performance

obligations to supportingdocumentation.

Other Information

The Directors are responsible for all other information included in the Group’s Annual Report. The other information comprises

2021 key points, Management Discussion and Analysis, Statement of Corporate Governance and the Company Directory,

included in the annual report, but does not include the consolidated financial statements and our auditor’s report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of

audit opinion or assurance conclusion thereon.

| 16 || 16 |


Chartered Accountants and Business Advisers

Member of Grant Thornton International Ltd.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in

doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our

knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we

conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to

report in this regard.

Directors’ Responsibilities for the Consolidated Financial Statements

The Directors are responsible on behalf of the Group for the preparation and fair presentation of the consolidated financial

statements in accordance with New Zealand equivalents to International Financial Reporting Standards issued by the New

Zealand Accounting Standards Board, and for such internal control as the Directors determine is necessary to enable the

preparation of {consolidated} financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Directors are responsible on behalf of the Group for assessing the

Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going

concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no

realistic alternative but to do so.

Auditor’s Responsibilities for the Audit of the Consolidated 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) will always detect a

material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or

in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these

consolidated financial statements.

A further description of the auditor’s responsibilities for the audit of the financial statements is located on the External

Reporting Board’s website at: https://xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/

Restriction on use of our report

This report is made solely to the Group’s shareholders, as a body. Our audit work has been undertaken so that we might state

to the Group’s shareholders, as a body 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

Group and the Group’s shareholders, as a body, for our audit work, for this report or for the opinion we have formed.

Grant Thornton New Zealand Audit Limited




VJ Black

Auckland


26 August 2021

Grant Thornton New Zealand Audit Limited


L4, Grant Thornton House

152 Fanshawe Street

PO Box 1961

Auckland 1140


T +64 9 308 2570

www.grantthornton.co.nz







Chartered Accountants and Business Advisers

Member of Grant Thornton International Ltd.








To the Shareholders of Solution Dynamics Limited

Report on the Audit of the Consolidated Financial Statements


Opinion

We have audited the consolidated financial statements of Solution Dynamics Limited and its subsidiaries (the Group) on pages

17 to 52 which comprise the consolidated statement of financial position as at 30 June 2021, and the consolidated statement

of profit or loss, consolidated statement of comprehensive income, consolidated statement of changes in equity and

consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of

significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position

of the Group as at 30 June 2021 and its financial performance and cash flows for the year then ended in accordance with New

Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) issued by the New Zealand Accounting

Standards Board.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)) issued by the New

Zealand Auditing and Assurance Standards Board. Our responsibilities under those standards are further described in the

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of

the Group in accordance with Professional and Ethical Standard 1 International Code of Ethics for Assurance Practitioners

(including International Independence Standards) (New Zealand) issued by the New Zealand Auditing and Assurance

Standards Board and the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional

Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical

responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have

obtained is sufficient and appropriate to provide a basis for our opinion.

Our firm carries out other assignments for the Group in the area of taxation advice and services. The firm has no other interest

in 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

consolidated financial statements of the current period. These matters were addressed in the context of our audit of the

consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on

these matters.




Independent Auditor’s Report

| 17 |
Consolidated Statement of

Profit or Loss

For the year ended 30 June 2021

Consolidated Statement of

Comprehensive Income

For the year ended 30 June 2021

Net profit after income tax 2,034 1,866

Items that may be reclassified subsequently to profit and loss:

Exchange gain on translation of foreign operations (91) (53)

Other comprehensive (loss) / income net of tax (91) (53)

Total comprehensive income for the year 1,943 1,813

2021

$000Note

2021

$000

2020

$000

2020

$000

Revenue 4 34,302 32,140

Other income 4 1,143 1,890

Total revenue 35,445 34,030

Expenses 5 31,231 29,676

Earnings before interest, tax, depreciation & amortisation (EBITDA) 4,214 4,354

Depreciation 17/18 1,156 1,151

Amortisation of intangible assets (software) 19 283 330

Net interest (income) 7 70 92

Profit before income tax 2,705 2,781

Income tax 8 671 915

Net profit after income tax 2,034 1,866

Cents Cents

Basic earnings per share 9 13.9 12.7

Diluted earnings per share 9 13.6 12.6

The accompanying notes on pages 21 - 52 form part of the consolidated financial statements.



Chartered Accountants and Business Advisers

Member of Grant Thornton International Ltd.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in

doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our

knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we

conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to

report in this regard.

Directors’ Responsibilities for the Consolidated Financial Statements

The Directors are responsible on behalf of the Group for the preparation and fair presentation of the consolidated financial

statements in accordance with New Zealand equivalents to International Financial Reporting Standards issued by the New

Zealand Accounting Standards Board, and for such internal control as the Directors determine is necessary to enable the

preparation of {consolidated} financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Directors are responsible on behalf of the Group for assessing the

Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going

concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no

realistic alternative but to do so.

Auditor’s Responsibilities for the Audit of the Consolidated 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) will always detect a

material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or

in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these

consolidated financial statements.

A further description of the auditor’s responsibilities for the audit of the financial statements is located on the External

Reporting Board’s website at: https://xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/

Restriction on use of our report

This report is made solely to the Group’s shareholders, as a body. Our audit work has been undertaken so that we might state

to the Group’s shareholders, as a body 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

Group and the Group’s shareholders, as a body, for our audit work, for this report or for the opinion we have formed.

Grant Thornton New Zealand Audit Limited




VJ Black

Auckland


26 August 2021

Grant Thornton New Zealand Audit Limited


L4, Grant Thornton House

152 Fanshawe Street

PO Box 1961

Auckland 1140


T +64 9 308 2570

www.grantthornton.co.nz







Chartered Accountants and Business Advisers

Member of Grant Thornton International Ltd.








To the Shareholders of Solution Dynamics Limited

Report on the Audit of the Consolidated Financial Statements


Opinion

We have audited the consolidated financial statements of Solution Dynamics Limited and its subsidiaries (the Group) on pages

17 to 52 which comprise the consolidated statement of financial position as at 30 June 2021, and the consolidated statement

of profit or loss, consolidated statement of comprehensive income, consolidated statement of changes in equity and

consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of

significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position

of the Group as at 30 June 2021 and its financial performance and cash flows for the year then ended in accordance with New

Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) issued by the New Zealand Accounting

Standards Board.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)) issued by the New

Zealand Auditing and Assurance Standards Board. Our responsibilities under those standards are further described in the

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of

the Group in accordance with Professional and Ethical Standard 1 International Code of Ethics for Assurance Practitioners

(including International Independence Standards) (New Zealand) issued by the New Zealand Auditing and Assurance

Standards Board and the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional

Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical

responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have

obtained is sufficient and appropriate to provide a basis for our opinion.

Our firm carries out other assignments for the Group in the area of taxation advice and services. The firm has no other interest

in 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

consolidated financial statements of the current period. These matters were addressed in the context of our audit of the

consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on

these matters.




Independent Auditor’s Report

| 18 |
Consolidated Statement of

Financial Position

As at 30 June 2021

Current Assets

Cash and cash equivalents 10 4,713 5,012

Trade & other receivables 12 5,574 4,838

Inventories and work in progress 11 164 267

Prepayments 853 200

Total Current Assets 11,304 10,317

Current Liabilities

Trade creditors 3,183 2,511

Other current liabilities 13 4,138 4,131

Other non-financial liabilities 14 81 72

Deferred tax liability 8 (161) 229

Lease liability - current 16 863 802

Employee benefit liabilities 15 808 666

Total Current Liabilities 8,912 8,411

Working Capital 2,392 1,906

Non-Current Assets

Capital works in progress 195 188

Property, plant & equipment 17 307 525

Right of use assets 18 1,210 1,406

Intangible assets 19 253 536

Goodwill 20 1,061 1,061

Total Non-Current Assets 3,026 3,716

Non-Current Liabilities

Lease liability 16 483 729

Total Non-Current Liabilities 483 729

Net Assets 4,935 4,893

Equity

Share capital 21 5,413 5,413

Employee share option plan 30 31 29

Foreign currency translation reserve (159) (68)

Accumulated losses 22 (350) (481)

Total Equity 4,935 4,893

For and on behalf of the Board who approved these financial statements for issue on 26 August 2021.

John McMahon – Director Andy Preece – Director

(Chairman) (Chairman Audit & Risk Management Committee)

2021

$000

2020

$000Note

The accompanying notes on pages 21 - 52 form part of the consolidated financial statements.

| 19 |
Consolidated Statement of

Changes in Equity

For the year ended 30 June 2021

Balance 30 June 2019 5,413 7 (15) (1,615) 3,790

Issue of shares to employees - 22 - - 22

Transactions with owners - 22 - - 22

Profit for the year after tax - - - 1,866 1,866

Dividend paid - - - (732) (732)

Other comprehensive (loss) - - (53) - (53)

Total comprehensive income - - (53) 1,134 1,081

Balance 30 June 2020 5,413 29 (68) (481) 4,893

Issue of shares to employees - 2 - - 2

Transactions with owners - 2 - - 2

Profit for the year after tax - - - 2,034 2,034

Dividend paid - - - (1,903) (1,903)

Other comprehensive (loss) - - (91) - (91)

Total comprehensive income - - (91) 131 40

Balance 30 June 2021 5,413 31 (159) (350) 4,935

Accumulated

Losses

$000

Share

Capital

$000

Employee

Share Plan

$000

Total

Equity

$000

Currency

Translation

Reserve

$000

The accompanying notes on pages 21 - 52 form part of the consolidated financial statements.

| 20 |
Consolidated Statement of

Cash Flows

For the year ended 30 June 2021

Cash Flow from Operating Activities

Cash was provided from:

Receipts from sales 35,389 35,296

Other revenue 1,143 1,890

36,532 37,186

Cash was applied to:

Payments to suppliers 22,696 21,560

Payments to employees 10,594 8,730

GST paid to Inland Revenue 634 1,130

33,924 31,420

Net Cash Inflow from Operating Activities 24 2,608 5,766

Cash Flow from Investing Activities

Cash was applied to:

Purchase of property, plant and equipment & capital works in progress 749 216

Purchase of software & intangible assets - 6

749 222

Net Cash Outflow from Investing Activities (749) (222)

Cash Flow from Financing Activities

Cash was provided from:

Finance lease additions 600 -

Exercise of employee share options - -

600 -

Cash was applied to:

Payment of dividends 1,903 732

Interest paid 70 124

Finance lease liabilities 785 858

2,758 1,714

Net Cash (Outflow) from Financing Activities (2,158) (1,714)

Net change in cash and cash equivalents (299) 3,830

Add cash and cash equivalents held at beginning of year 5,012 1,182

Cash and cash equivalents at end of year 10 4,713 5,012

2021

$000

2020

$000Note

The accompanying notes on pages 21 - 52 form part of the consolidated financial statements.

| 21 |
Notes to the Consolidated Financial Statements

For the year ended 30 June 2021

1. CORPORATE INFORMATION

The consolidated financial statements of Solution Dynamics Limited (SDL or Company) and its subsidiaries,

Solution Dynamics International Limited, Solution Dynamics Incorporated and Déjar International Limited

(collectively the Group) for the year ended 30 June 2021 were authorised for issue in accordance with a

resolution of directors on 26 August 2021.

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

with the New Zealand Stock Exchange on the NZX. The registered office is located at 18 Canaveral Drive,

Albany in Auckland.

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

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

scanning, data entry and document management.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.1 Statement of Compliance

The consolidated financial statements of the Group comply with New Zealand Equivalents to International

Financial Reporting Standards (NZ IFRS) and International Financial Reporting Standards (IFRS) as

appropriate for a profit orientated entity.

2.2 Basis of Preparation

2.2.1 Basis of Preparation

The consolidated financial statements have been prepared on the historical cost basis but modified, where

applicable, by the measurement of fair value of selected financial assets and financial liabilities. Accounting

policies are selected and applied in a manner which ensures that the resulting financial information

satisfies the concepts of relevance and reliability, thereby ensuring that the substance of the underlying

transactions or other events is reported. The principal accounting policies are set out below.

2.2.2 Basis of Consolidation

The consolidated financial statements have been prepared in compliance with generally accepted

accounting practice in New Zealand (NZ GAAP), the requirements set out in Part 7 of the Financial

Markets Conduct Act 2013 as a reporting entity, the Main Board Listing Rules of the NZX, the Companies

Act 1993, and other authoritative pronouncements issued by the New Zealand Accounting Standards

Board (NZ ASB).For the purposes of complying with NZ GAAP the Group is a for-profit entity that has

followed the Tier 1 for – profit reporting requirements set out by the External Reporting Board, in its

“Accounting Standards Framework.”

All subsidiaries have a 30 June reporting date and consistent accounting policies are applied.

The acquisition method is used to prepare the consolidated financial statements, which involves adding

together like items of assets, liabilities, income and expenses on a line-by-line basis. All transactions and

balances between Group companies are eliminated on consolidation, including unrealised gains and losses

on transactions between Group companies.

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

as a going concern.

| 22 |
2.2.3 Rounding of Amounts

Amounts in the consolidated financial statements have been rounded off to the nearest $000 unless

otherwise specified.

2.2.4 Changes in Accounting Policies and Disclosures

Except as described below, the accounting policies and disclosures are consistent with those of the

previous year.

SPECIFIC ACCOUNTING POLICIES

The following specific accounting policies, which significantly affect the measurement of financial performance,

financial position and cash flows, have been applied.

2.3 Foreign Currency

2.3.1 Functional and Presentation Currency

Items included in the consolidated financial statements are measured using the currency of the primary

economic environment in which the entity operates (the ‘functional currency’). The consolidated financial

statements are presented in New Zealand dollars, which is the Group’s functional and presentational

currency and expressed in $000’s.

2.3.2 Transaction and Balances

Foreign currency transactions are translated into the functional currency using the exchange rates

prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign

currencies at the reporting date are retranslated to the functional currency at the exchange rate at that

date. Foreign exchange gains and losses resulting from the settlement of such transactions and from

the translation of period end exchange rates of monetary assets and liabilities denominated in foreign

currencies are recognised in the Consolidated Statement of Profit or Loss.

2.4 Revenue Recognition

Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for

estimated customer returns, rebates and other similar allowances.

2.4.1 Sale of Goods

To determine whether to recognise revenue at a point in time or over time, an assessment has been

undertaken using the 5-step process set out in NZ IFRS 15:

1. Identifying the contract with a customer

2. Identifying the performance obligations

3. Determining the transaction price

4. Allocating the transaction price to the performance obligations

5. Recognising revenue when and as its performance obligation(s) are satisfied.

The Group often enters into transactions involving a range of the Group’s products and services, for

example the delivery of mailing services involves a blend of physical material (paper stock and envelopes)

along with the provision of data and other services to process and deliver the finished job for lodgement

to NZ Post. In all cases, the total transaction price for a contract is allocated amongst the various stages of

the project based on their relative stand-alone selling prices. The transaction price for a contract excludes

any amounts collected on behalf of third parties. However, these constitute one performance obligation

due to them being highly integrated and non-distinct.

Notes to the Consolidated Financial Statements CONTINUED

For the year ended 30 June 2021

| 23 |
Revenue is recognised either at a point in time or over time, when (or as) the Group satisfies performance

obligations by transferring the promised goods or services to its customers.

To depict the progress by which SDL transfers control of the products and services to the customer, and

to establish when and to what extent revenue can be recognised, SDL measures its progress towards

complete satisfaction of the performance obligation by measuring outputs completed to date. This basis

provides the most faithful depiction of the transfer of goods and services to each customer due to SDL’s

ability to accurately measure the units produced and delivered to the customer.

Items where revenue is recognised as arising at the time of delivery include the sale of goods, usually

envelopes and paper, and the sale of right to use licences. In both cases title and the risks and rewards

of ownership have been transferred to the customer. No revenue is recognised if there are significant

uncertainties regarding recovery of the consideration due, associated costs or the possible return of goods,

or where there is continuing management involvement with the goods when the performance obligation

has been satisfied. No revenue is recognised if there are significant uncertainties regarding recovery of

the consideration due, associated costs or the possible return of goods, or where there is continuing

management involvement with the goods when the performance obligation has been satisfied.

2.4.2 Interest Revenue

Interest revenue is accrued on a time basis, by reference to the principal outstanding and at the effective

interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the

expected life of the financial asset to that asset’s net carrying amount.

2.4.3 Government Grants

Government grants are recognised as revenue when the conditions attached to the grant have been met.

Where there are unfilled conditions attaching to the grant, the amount relating to the unfilled condition is

recognised as a liability and released to revenue as the conditions are met.

2.5 Leases

The Group considers whether a contract is or contains a lease. A lease is defined as ‘a contract, or part of a

contract, that conveys the right to use an asset (the underlying asset) for a period of time in exchange for

consideration’.

To apply this definition the Group assesses whether the contract meets three key evaluations which are

whether:

• the contract contains an identified asset, which is either explicitly identified in the contract or

implicitly specified by being identified at the time the asset is made available to the Group

• the Group has the right to obtain substantially all of the economic benefits from use of the identified

asset throughout the period of use, considering its rights within the defined scope of the contract

• the Group has the right to direct the use of the identified asset throughout the period of use.

The Group assess whether it has the right to direct ‘how and for what purpose’ the asset is used

throughout the period of use.

Measurement and recognition of leases as a lessee

At lease commencement date, the Group recognises a right-of-use asset and a lease liability on the

statement of financial position. The right-of-use asset is measured at cost, which is made up of the initial

measurement of the lease liability, any initial direct costs incurred by the Group, an estimate of any costs

to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the

lease commencement date (net of any incentives received).

| 24 |
The Group depreciates the right-of-use assets on a straight-line basis from the lease commencement date

to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The Group

also assesses the right-of-use asset for impairment when such indicators exist.

Lease payments included in the measurement of the lease liability are made up of fixed payments

(including in substance fixed), variable payments based on an index or rate, amounts expected to be

payable under a residual value guarantee and payments arising from options reasonably certain to be

exercised.

Subsequent to initial measurement, the liability will be reduced for payments made and increased for

interest. It is remeasured to reflect any reassessment or modification, or if there are changes in in-

substance fixed payments.

When the lease liability is remeasured, the corresponding adjustment is reflected in the right-of-use asset,

or profit and loss if the right-of-use asset is already reduced to zero.

The Group has elected to account for short-term leases and leases of low-value assets using the practical

expedients. Instead of recognising a right-of-use asset and lease liability, the payments in relation to

these are recognised as an expense in profit or loss on a straight-line basis over the lease term. The Group

currently has no short-term or low value leases.

On the statement of financial position, right-of-use assets have been included in a separate asset class.

2.6 Employment Benefits

The Group recognises liabilities for benefits accruing to employees in respect of wages and salaries, annual

leave, long service leave and sick leave when it is probable that settlement will be required, and they are

capable of being measured reliably.

Provisions made in respect of employee benefits expected to be settled within 12-months of each

reporting date are measured at their nominal values using the remuneration rate expected to apply at the

time of settlement.

Provisions made in respect of employee benefits which are not expected to be settled within 12-months

of each reporting date are measured as the present value of the estimated future cash outflows to be

made by the Group in respect of services provided by employees up to the reporting date.

2.7 Share-based Payments

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

instruments at the grant date. Details regarding equity settled share-based transactions is set out in note

30.

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

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

eventually vest. At each reporting date, the Group revises its estimate of the number of equity instruments

expected to vest.

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

Profit or Loss over the remaining period, with a corresponding adjustment to the equity-settled employee

benefits reserve.

2.8 Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

Notes to the Consolidated Financial Statements CONTINUED

For the year ended 30 June 2021

| 25 |
2.8.1 Current Tax

The tax currently payable is based on the taxable profit for each reporting period. The taxable income

or loss differs from the amount as reported in the Consolidated Statement of Profit or Loss because it

excludes items of income or expense that are taxable or deductible in other years and it further excludes

items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates

that have been enacted or substantively enacted by the financial year end, and any adjustment to tax

payable in respect of previous years.

2.8.2 Deferred Tax

Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the

financial statements and the corresponding tax bases used in the computation of taxable profit and is

accounted for using the liability method. Deferred tax liabilities are generally recognised for all taxable

temporary differences, and deferred tax assets are generally recognised for all deductible temporary

differences to the extent that it is probable that taxable profits will be available against which those

deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the

temporary difference arises from goodwill or from the initial recognition (other than in a business

combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the

accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences associated with investments

in subsidiaries and associates, except where the Group is able to control the reversal of the temporary

difference and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax assets arising from deductible temporary differences associated with such investments and

interests are only recognised to the extent that it is probable that there will be sufficient taxable profits

against which to utilise the benefits of the temporary differences and they are expected to reverse in the

foreseeable future.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent

that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset

to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in

which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted

or substantively enacted at each reporting date. The measurement of deferred tax liabilities and assets

reflects the tax consequences that would follow from the manner in which the Group expects, at the

reporting date, to recover or settle the carrying amount of its assets and liabilities.

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

tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation

authority and the Group intends to settle its current tax assets and liabilities on a net basis.

2.8.3 Current and Deferred Tax for Each Reporting Period

Current and deferred tax are recognised as income or an expense within the Consolidated Statement

of Profit or Loss, except when they relate to items credited or debited directly to equity, in which case

the tax is also recognised directly in equity, or where they arise from the initial accounting for a business

combination. In the case of a business combination, the tax effect is taken into account in calculating

goodwill or in determining the excess of the acquirer’s interest in the net fair value of the acquiree’s

identifiable assets, liabilities and contingent liabilities over the cost of the business combination.

| 26 |
2.9 Goods and Services Tax (GST)

Revenue, expenses, assets and liabilities are recognised net of the amount of goods and service tax (GST),

except:

• where the amount of GST incurred is not recovered from the taxation authority, it is recognised as part of

the cost of acquisition of an asset or as part of an item of expense; or

• for receivables and payables which are recognised inclusive of GST.

The net amount of GST recoverable from, or payable to, Inland Revenue is included as part of receivables or

payables.

2.10 Property, Plant and Equipment

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment

losses, if any. Cost includes all expenditure that is directly attributable to the acquisition of the asset. Software

that is integral to the functionality of the related equipment is capitalised as part of the asset.

Depreciation is charged so as to write off the cost of assets over their estimated useful lives, using the

straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at the

end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

The principal depreciation rates used in the reporting periods are:

• Leasehold Improvements 6.5 – 7.8%

• Furniture and Fittings 8.5 – 39.6%

• Plant and Machinery 7.0 - 30.0%

• Computer Equipment 20.0 – 36.0%

The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is

determined as the difference between the sales proceeds and the carrying amount of the asset and is

recognised in the Consolidated Statement of Profit or Loss.

2.11 Intangible Assets

2.11.1 Intangible Assets Acquired with a Finite Life

Intangible assets with a finite life, acquired separately are reported at cost less accumulated amortisation and

accumulated impairment losses. Amortisation is charged on a straight-line basis over their estimated useful

lives. The estimated useful life and amortisation method are reviewed at the end of each annual reporting

period, with the effect of any changes in estimate being accounted for on a prospective basis.

2.11.2 Internally Generated Intangible Assets with a Finite Life

Expenditure on research activities is recognised as an expense in the Consolidated Statement of Profit or Loss

in the period in which it is incurred.

An internally generated intangible asset arising from development (or from the development phase of an

internal project) is recognised if, and only if, all of the following have been demonstrated:

• the technical feasibility of completing the intangible asset so that it will be available for use or sale;

• the intention to complete the intangible asset and use or sell it;

• the ability to use or sell the intangible asset;

• how the intangible asset will generate probable future economic benefits;

• the availability of adequate technical, financial and other resources to complete the development and to

use or sell the intangible asset; and

• the ability to measure reliably the expenditure attributable to the intangible asset during its development.

Notes to the Consolidated Financial Statements CONTINUED

For the year ended 30 June 2021

| 27 |
The amount initially recognised for internally generated intangible assets is the sum of the expenditure

incurred from the date when the intangible asset first meets the recognition criteria listed above. Where

no internally generated intangible asset can be recognised, development expenditure is charged as an

expense to the Consolidated Statement of Profit or Loss in the period in which it is incurred.

Subsequent to initial recognition, internally generated intangible assets are reported at cost less

accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets

acquired separately.

Amortisation is charged on a straight-line basis over the estimated useful lives of internally generated

intangible assets. The estimated useful life and amortisation method are reviewed at the end of each

annual reporting period, with the effect of any changes in estimate being accounted for on a prospective

basis.

2.11.3 Subsequent Measurement

All intangible assets, including capitalised internally developed software, are accounted for using the cost

model whereby capitalised costs are amortised on a straight-line basis over their estimated useful lives, as

these assets are considered finite. Residual values and useful lives are reviewed at each reporting date. In

addition, they are subject to impairment testing as described in Note 2.13. The following useful lives are

applied:

• Software 3-5 years.

2.11.4 Intangible Assets Acquired in Business Combination

Intangible assets acquired in a business combination are identified and recognised separately from

goodwill where they satisfy the definition of an intangible asset, are identifiable and their fair values can

be measured reliably. The cost of such intangible assets is their fair value at the acquisition date.

Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost

less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets

acquired separately.

• Customer contracts 3–4 years.

2.12 Goodwill

Goodwill arising on the acquisition of a “business” as defined in NZ IFRS 3 Business Combinations

represents the excess of the cost of acquisition over the Group’s interest in the net fair value of the

identifiable assets and liabilities of the business recognised at the date of acquisition. Goodwill is initially

recognised as an asset at cost and is subsequently measured at cost less any accumulated impairment

losses.

2.13 Impairment of Assets

At each reporting date, the Group reviews the carrying amounts of its tangible and finite life intangible

assets to determine whether there is any indication that those assets have suffered an impairment loss.

If any such indication exists, the recoverable amount of the asset is estimated in order to determine the

extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an

individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the

asset belongs.

Intangible assets with indefinite useful lives, goodwill and intangible assets not yet available for use are

tested for impairment annually, and whenever there is an indication that the asset may be impaired.

| 28 |
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use,

the estimated future cash flows are discounted to their present value using a pre-tax discount rate that

reflects current market assessments of the time value of money and the risks specific to the asset for

which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying

amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount.

An impairment loss is recognised immediately as an expense within the Consolidated Statement of Profit

or Loss.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating

unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying

amount does not exceed the carrying amount that would have been determined had no impairment loss

been recognised for the asset (or cash-generating unit) in prior years. Any impairment loss associated with

goodwill will not be reversed in a subsequent reporting period.

2.14 Cash and Cash Equivalents

Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, 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.

2.15 Inventories

Inventories are stated at the lower of cost and net realisable value. Costs are assigned to inventories by

the method most appropriate to the particular class of inventory, with the majority being valued on a

first-in-first-out basis. Net realisable value represents the estimated selling price for inventories less all

estimated costs of completion and costs necessary to make the sale.

2.16 Financial Instruments

2.16.1 Recognition and Derecognition

Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual

provisions of the financial instrument.

Financial assets are derecognised when the contractual rights to the cash flows from the financial asset

expire, or when the financial asset and substantially all the risks and rewards are transferred. A financial

liability is derecognised when it is extinguished, discharged, cancelled or expires.

2.16.2 Classification and Initial Measurement of Financial Assets

Except for those trade receivables that do not contain a significant financing component and are measured

at the transaction price in accordance with NZ IFRS 15, all financial assets are initially measured at fair

value adjusted for transaction costs (where applicable).

Financial assets, other than those designated and effective as hedging instruments, are classified into the

following categories:

• amortised cost

• fair value through profit or loss (FVTPL)

• fair value through other comprehensive income (FVOCI).

In the periods presented the corporation does not have any financial assets categorised as FVOCI and

FVTPL.

Notes to the Consolidated Financial Statements CONTINUED

For the year ended 30 June 2021

| 29 |
The classification is determined by both:

• the entity’s business model for managing the financial asset

• the contractual cash flow characteristics of the financial asset.

All income and expenses relating to financial assets that are recognised in profit or loss are presented

within finance costs, finance income or other financial items, except for impairment of trade receivables

which is presented within other expenses.

2.16.3 Subsequent Measurement of Financial Assets

Financial assets at amortised cost

Financial assets are measured at amortised cost if the assets meet the following conditions (and are not

designated as FVTPL):

• they are held within a business model whose objective is to hold the financial assets and collect its

contractual cash flows

• the contractual terms of the financial assets give rise to cash flows that are solely payments of

principal and interest on the principal amount outstanding

After initial recognition, these are measured at amortised cost using the effective interest method.

Discounting is omitted where the effect of discounting is immaterial. The Group’s cash and cash

equivalents, trade and most other receivables fall into this category of financial instruments as well as

listed bonds that were previously classified as held-to-maturity under NZ IAS 39.

2.16.4 Classification and Measurement of Financial Liabilities

The Group’s financial liabilities include borrowings, trade and other payables and derivative financial

instruments.

Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs

unless the Group designated a financial liability at fair value through profit or loss.

Subsequently, financial liabilities are measured at amortised cost using the effective interest method

except for derivatives and financial liabilities designated at FVTPL, which are carried subsequently at fair

value with gains or losses recognised in profit or loss (other than derivative financial instruments that are

designated and effective as hedging instruments). All interest-related charges and, if applicable, changes

in an instrument’s fair value that are reported in profit or loss are included within finance costs or finance

income.

2.16.5 Impairment of Financial Assets

NZ IFRS 9’s impairment requirements use more forward-looking information to recognise expected credit

losses – the ‘expected credit loss (ECL) model’. Instruments within the scope of the new requirements

included loans and other debt-type financial assets measured at amortised cost and FVOCI, trade

receivables, contract assets recognised and measured under NZ IFRS 15 and loan commitments and some

financial guarantee contracts (for the issuer) that are not measured at fair value through profit or loss.

Recognition of credit losses is no longer dependent on the Group first identifying a credit loss event.

Instead the Group considers a broader range of information when assessing credit risk and measuring

expected credit losses, including past events, current conditions, reasonable and supportable forecasts

that affect the expected collectability of the future cash flows of the instrument.

| 30 |
In applying this forward-looking approach, a distinction is made between:

• financial instruments that have not deteriorated significantly in credit quality since initial recognition

or that have low credit risk (‘Stage 1’) and

• financial instruments that have deteriorated significantly in credit quality since initial recognition and

whose credit risk is not low (‘Stage 2’).

‘Stage 3’ would cover financial assets that have objective evidence of impairment at the reporting date.

‘12-month expected credit losses’ are recognised for the first category while ‘lifetime expected credit

losses’ are recognised for the second category.

Measurement of the expected credit losses is determined by a probability-weighted estimate of credit

losses over the expected life of the financial instrument.

2.17 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 from the proceeds, net of tax.

2.18 Trade Payables and Other Current Liabilities

These amounts represent liabilities for goods and services provided to the Group prior to the end of the

annual reporting period which are unpaid. The amounts are unsecured and are usually paid within 60

days of recognition. These are measured initially at fair value net of transaction costs, subsequently at

amortised cost using the effective interest rate method.

2.19 Statement of Cash Flows

The following terms are used in the Statement of Cash Flows:

Operating activities: are the principal revenue producing activities of the Group and other activities that

are not investing or financing activities.

Investing activities: are the acquisition and disposal of long-term assets and other investments not

included in cash equivalents.

Financing activities: are activities that result in changes in the size and composition of the contributed

equity and borrowings of the entity.

Non-cash financing and investing activities: There were no transactions which have had a material effect

on assets and liabilities that did not involve cash flows and are disclosed in the statement of cash flows.

2.20 New IFRS standards and interpretations issued but not yet adopted

At the date of authorisation of these financial statements, several new, but not yet effective

interpretations to existing standards had been published by the IASB and XRB. None of these

amendments to existing Standards have been adopted early by the Group.

Management anticipates that all relevant pronouncements will be adopted for the first period beginning

on or after the effective date of the pronouncement. New Standards, amendments and Interpretations not

adopted in the current year have not been disclosed as they are not expected to have a material impact on

the Group’s financial statements.

Notes to the Consolidated Financial Statements CONTINUED

For the year ended 30 June 2021

| 31 |
3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF

ESTIMATION UNCERTAINTY

In the application of the Group’s accounting policies, which are described in Note 2, the Directors are

required to make judgements, estimates and assumptions about the carrying amounts of assets and

liabilities that are not readily apparent from other sources. The estimates and associated assumptions are

based on historical experience and other factors that are considered to be relevant. Actual results may

differ from these estimates.

The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting

estimates are recognised in the period in which the estimate is revised if the revision affects only that

period, or in the period of the revision and future periods if the revision affects both current and future

periods.

3.1 Annual Goodwill Impairment Testing

Determining whether goodwill is impaired requires an estimation of the value in use of the Electronic

Content Management cash-generating unit which is also known as SDL Software. The value in use

calculation requires the Directors to estimate the future cash flows expected to arise from this cash

generating unit and a suitable discount rate in order to calculate present value.

The carrying value of goodwill at each reporting date was $1,061,000 (2020: $1,061,000).

The recoverable amount of $938,000 of goodwill associated with the acquisition of the Déjar and Bremy

businesses has been determined based on a value in use model applying the budget, approved by the

Directors covering the reporting period to 30 June 2022, and forecast sales based on assessments of the

current market opportunities through existing distribution channels net of forecast costs, through to the

end of 2026, at a post-tax discount rate of 10.2% (2020: 10.2%). Cash flows beyond 2026 have been

taken into account by the calculation of a terminal value.

The revenue assumptions used for the forecast period are based on management expectations supported

by existing prospects for the budget period and allow for growth of 2.5% (2020: 2.5%) per annum over

the balance of the forecast period. The assumptions are subject to fundamental uncertainties, particularly

those surrounding future license sales which comprise a substantial portion of projected revenues and

hence only inflationary growth rates have been applied. Gross margin is forecast to be consistent through

the budget and forecast period.

In determining whether there was any impairment of goodwill associated with the SDL Software

operations, forecasts were prepared based on estimates for all the products sold in each market.

Goodwill of $123,000 is associated with the acquisition of the Scantech and DTP business (2020:

$123,000). This has similarly been tested for impairment through a review of revenue and earnings

forecasts for the financial year ended 30 June 2021. Refer to note 20 for Directors’ judgements and

estimates.

| 32 |
3.2 Right-of-use assets

At inception of a contract, SDL uses judgement in assessing whether a contract is, or contains, a lease. A

contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for

a period of time in exchange for consideration. To assess whether a contract conveys the right to control

the use of an identified asset, SDL assesses whether:

• The contract involves the use of an identified asset;

• SDL has the right to obtain substantially all of the economic benefits from use of the asset throughout

the period of use; and

• SDL has the right to direct the use of the asset.

At inception or on reassessment of a contract that contains a lease component, SDL allocates the

consideration in the contract to each lease component on the basis of their relative stand-alone prices.

SDL recognises a right-of-use asset at the lease commencement date. The right-of-use asset is initially

measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments

made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs

to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is

located, less any lease incentives received.

In assessing the lease liability an incremental borrowing rate is applied to lease liabilities recognised under

NZ IFRS 16. This is 4.5% (2020: 4.5%) for property and 8.5% (2020: 8.5%) on plant & equipment.

The right-of-use asset is subsequently depreciated using the straight-line method from the

commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the

lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of

property and equipment. In addition, the right-of-use asset is periodically assessed for impairment losses

and adjusted for certain remeasurements of the lease liability.

4. REVENUE & OTHER INCOME

2021 2020

$000 $000

Revenue recognised over time 32,079 30,651

Revenue recognised at a point in time 2,223 1,489

Revenue 34,302 32,140

Government grant revenue 486 534

Gain on foreign exchange 657 1,356

Other Income 1,143 1,890


Notes to the Consolidated Financial Statements CONTINUED

For the year ended 30 June 2021

| 33 |
5. EXPENSES

Note 2021 2020

$000 $000

Acquisition related costs - -

Auditor’s remuneration 6 64 67

Bad debts - 27

Freight, postage & external print 5,420 6,179

Directors’ remuneration - directors’ fees 29 793 570

Research 1,415 1,077

Salaries 7,673 7,621

Superannuation (KiwiSaver) 547 321

Employee entitlements – share based payments 2 22

Donations 48 1

Other expenses 15,269 13,791

Total Operating Expenses 31,231 29,676

6. AUDITOR’S REMUNERATION

2021 2020

$000 $000

Audit fees – statutory audit 64 67

Tax compliance and advisory services 18 32

Total auditor’s remuneration 82 99

7. INTEREST

2021 2020

$000 $000

Interest on financing of right of use assets 70 92

Net interest paid 70 92

8. INCOME TAX EXPENSE

8.1 Current Tax

2021 2020

$000 $000

Income tax expense comprises:

Current tax expense 1,061 1,136

Deferred tax expense relating to the origination and

reversal of temporary differences (390) (221)

Total tax expense 671 915

| 34 |
Notes to the Consolidated Financial Statements CONTINUED

For the year ended 30 June 2021

8. INCOME TAX EXPENSE CONTINUED

8.1 Current Tax

2021 2020

$000 $000

The total charge for the reporting period can be reconciled to the accounting loss as follows:

Net profit before income tax 2,705 2,781

Income tax at company tax rate (1) 757 778

Permanent differences 6 14

Under / (over) provision in prior years 96 (31)

Benefit of tax losses not recognised - 103

Other (122) 60

Utilisation of previously unrecognised tax losses (66) (9)

Income tax expense 671 915

(1) The Group tax rate of 28% (2020: 28%) has been used. This is the tax rate applicable to the territory where Solution Dynamics Limited, the

primary tax paying entity, is domiciled.

At 30 June 2021 there are imputation credits available of $727,026 (2020: $713,000) for use in

subsequent reporting periods.

8.2 Deferred Tax Liability

2021 2020

$000 $000

Temporary differences

Depreciable and amortisable assets 60 192

Accruals and provisions (221) 37

Deferred tax recognised (161) 229

Deferred tax assets arising from deductible temporary differences are only recognised to the extent that

it is probable that taxable profits will be available against which the deductible temporary differences can

be utilised.

2021 2020

$000 $000

Deferred tax liability movement

Balance at beginning of period 229 8

Current year movement through profit or loss (390) 221

Balance at end of period (161) 229

| 35 |
9. EARNINGS PER SHARE (EPS)

2021 2020

$000 $000

Net profit for the year attributable to ordinary shareholders 2,034 1,866

Basic

Weighted average number of ordinary shares (000’s) 14,640 14,640

Cents Cents

Basic earnings per share 13.9 12.7

Basic earnings per share is calculated by dividing the net profit after tax attributable to equity holders of

the Company by the weighted average number of ordinary shares outstanding during the reporting period,

adjusted for bonus elements in ordinary shares issued during the reporting period.

Diluted

Weighted average number of ordinary shares (000’s) 14,640 14,640

Adjustment for share options 360 160

Weighted average 15,000 14,800

Cents Cents

Diluted earnings per share 13.6 12.6

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares

outstanding to assume conversion of all potentially dilutive ordinary shares. Options are convertible into

the Company’s shares and are therefore considered dilutive securities for diluted earnings per share.

10. CASH AND CASH EQUIVALENTS

2021 2020

$000 $000

Cash and cash equivalents 4,713 5,012

Total 4,713 5,012

Solution Dynamics has an overdraft facility in place with the ANZ Bank at an interest rate of 6.95% p.a.

(2020: 6.95%). This facility is to support the operational requirements of the Group, is interest only and is

secured by first ranking debenture over the assets of the Group.

At period end, the ANZ Bank has imposed no financial covenants to secure the existing facilities. The

Group maintains a $200,000 overdraft facility that was unused at the reporting date (2020: $200,000).

The Group now holds a net cash position with no bank debt (2020: $Nil).

At the end of the reporting period the Bank provided commercial guarantees totalling $65,000 (2020:

$65,000) to the Group’s suppliers.

| 36 |
Notes to the Consolidated Financial Statements CONTINUED

For the year ended 30 June 2021

11. INVENTORIES AND WORK IN PROGRESS

2021 2020

$000 $000

Work in Progress 106 190

Inventory 58 77

Total Inventories and Work in Progress 164 267

12. TRADE & OTHER RECEIVABLES

2021 2020

$000 $000

Trade receivables 5,252 3,666

Credit loss allowance (5) (40)

5,247 3,626

Allowance for credit notes (6) (6)

Total trade receivables 5,241 3,620

Forward foreign exchange contract receivable - 648

Sundry debtors 333 570

Total Trade & Other Receivables 5,574 4,838

Trading terms & aging of past due trade receivables

The Group’s trading terms require settlement by the 20th of the month following the date of invoice. At

the reporting date the Group had past due debtors of $880,000 (2020: $718,000) for which an allowance

of $5,250 (2020: $40,246) was made. With overage receivables at 16.8% of total receivables (2020:

19.6%) there has not been a significant change in credit quality, therefore the amounts are considered

recoverable. The Group does not hold any collateral over these balances.

2021 2020

$000 $000

30 – 60 days 138 278

60 – 90 days 246 258

90 – 120 days 496 182

Total overdue trade receivables 880 718

Movement in allowance for credit losses

2021 2020

$000 $000

Balance at the beginning of the reporting period 40 22

Accounts written off as uncollectable (35) 18

Total allowance for credit losses 5 40

| 37 |
In assessing the recoverability of trade receivables, the Group considers any change in the quality of

the trade receivables from the date that the credit was initially granted up to the reporting date. The

concentration of credit risk is limited with the largest customer comprising 31% (2020: 26%) of the gross

trade receivable balance, of which all was current. 86% of the outstanding balance is less than 60 days

old (2020: 88%). Accordingly, the directors believe that no further adjustments for credit are required in

excess of the allowance for credit losses.

For the reporting period there are no provisions against third parties (2020: $Nil).

The directors do not consider there to be any expected credit loss in addition to the credit losses recorded

above.

Forward foreign exchange contract receivable

As at 30 June 2021 the Group held no forward foreign exchange contracts (2020: selling USD3.73 million

and purchasing GBP and NZD).

13. OTHER CURRENT LIABILITIES

2021 2020

$000 $000

Sundry creditors 1,249 1,062

Payroll accruals 349 682

Provision for tax 676 672

Provision for deferred income 1,789 1,654

Audit fees accrued 75 61

Total Other Current Liabilities 4,138 4,131

14. OTHER NON-FINANCIAL LIABILITIES

2021 2020

$000 $000

PAYE 161 162

GST (80) (90)

Total Non-Financial Liabilities 81 72

15. EMPLOYEE BENEFIT LIABILITIES

2021 2020

$000 $000

Provision for sick pay 2 2

Provision for long service leave 139 114

Provision for holiday pay 667 550

Total Employee Benefit Liabilities 808 666

Provisions for sick and long service leave are based on the Group’s estimate of the present value of future

costs assuming payroll inflation rate of 2.0% (2020: 2.0%).

| 38 |
16. LEASES

2021 2020

$000 $000

Current 863 802

Non-current 483 729

1,346 1,531

The Group has property leases for its Canaveral Drive office and production facility, an IT infrastructure

disaster recovery site also in Auckland and a sales office in North America. In addition to property leases,

the Group has two leases for its production imaging equipment in Auckland.

The table below describes the nature of the Groups leasing activities by right of use asset type recognised

on the balance sheet.

Right of use (ROU) assets No of ROU Range of Average

assets leased remaining term remaining term

Property 3 2-14 months 7-months

Plant & equipment 2 2 – 3 years 2-years

There is one property with a right of early termination on the payment of a break penalty. No agreements

have a right to purchase or have extension options.

The lease liabilities are secured by the related underlying assets. Future minimum lease payments at 30

June 2021 were as follows:

Right of use (ROU) assets Within

1 Year 1 - 2 years 2 - 5 years After 5 years Total

$000 $000 $000 $000 $000

30 June 2021

Lease payments 863 420 152 - 1,435

Finance charges 61 23 5 - 89

Net present values 802 397 147 - 1,346

30 June 2020

Lease payments 802 650 160 - 1,612

Finance charges 41 31 9 - 81

Net present values 761 619 151 - 1,531

There are no short-term leases (leases with a term of 12-months or less) or leases of low value assets that

the Group has not recognised as right of use assets.

At 30 June 2021 the Group had not committed to any leases that were yet to commence.

Notes to the Consolidated Financial Statements CONTINUED

For the year ended 30 June 2021

| 39 |
17. PROPERTY, PLANT AND EQUIPMENT

Plant & Furniture Leasehold

Machinery & Fittings Improvements Total

$000 $000 $000 $000

Cost

Balance 1 July 2019 2,564 157 646 3,367

Additions 165 2 12 179

Disposals - - - -

Balance 30 June 2020 2,729 159 658 3,546

Additions 47 - 7 54

Disposals - - - -

Balance 30 June 2021 2,776 159 665 3,600

Accumulated depreciation

Balance 1 July 2019 2,136 143 459 2,738

Depreciation expense 200 4 79 283

Disposals - - - -

Balance 30 June 2020 2,336 147 538 3,021

Depreciation expense 196 4 72 272

Disposals - - - -

Balance 30 June 2021 2,532 151 610 3,293

Carrying amount

Balance 1 July 2019 428 14 187 629

Balance 30 June 2020 393 12 120 525

Balance 30 June 2021 244 8 55 307

| 40 |
18. RIGHT OF USE ASSETS

Right of Use Right of Use

Assets Property Assets Plant Total

$000 $000 $000

Cost

Balance 1 July 2019 2,438 807 3,245

Balance 30 June 2020 2,438 807 3,245

Additions - 600 600

Disposals (102) (653) (755)

Balance 30 June 2021 2,336 754 3,090

Accumulated depreciation

Balance 1 July 2019 582 303 885

Depreciation expense 651 303 954

Balance 30 June 2020 1,233 606 1,839

Depreciation expense 585 299 884

Disposal (102) (653) (755)

Adjustment

(1)

(8) (80) (88)

Balance 30 June 2021 1,708 172 1,880

Carrying amount

Balance 1 July 2019 1,856 504 2,360

Balance 30 June 2020 1,205 201 1,406

Balance 30 June 2021 628 582 1,210

Note (1) Adjustments arise from variations in lease term

Notes to the Consolidated Financial Statements CONTINUED

For the year ended 30 June 2021

| 41 |
19. IDENTIFIABLE INTANGIBLES, FINITE LIFE

Software Software Customer

- Dejar - Bremy Software Contracts Total

$000 $000 $000 $000 $000

Cost

Balance 1 July 2019 2,090 110 1,732 441 4,373

Transfers - - - - -

Additions - purchased - - 6 - 6

Balance 30 June 2020 2,090 110 1,738 441 4,379

Transfers - - - - -

Additions - purchased - - - - -

Balance 30 June 2021 2,090 110 1,738 441 4,379

Accumulated amortisation

Balance 1 July 2019 2,090 110 1,164 149 3,513

Transfers - - - - -

Amortisation expense - - 207 123 330

Balance 30 June 2020 2,090 110 1,371 272 3,843

Transfers - - - - -

Amortisation expense - - 168 115 283

Balance 30 June 2021 2,090 110 1,539 387 4,126

Carrying amount

Balance 1 July 2019 - - 568 292 860

Balance 30 June 2020 - - 367 169 536

Balance 30 June 2021 - - 199 54 253

(i) Déjar software (intellectual property) includes software costs of $1,400,000 purchased from Efactor and Déjar Holdings.

20. GOODWILL

Scantech DTP Déjar Bremy Total

$000 $000 $000 $000 $000

Balance at beginning of year 66 57 215 723 1,061

Net carrying amount 66 57 215 723 1,061

Goodwill has arisen on the acquisition of businesses previously controlled by Déjar Holdings Limited,

Bremy Limited, Scantech Limited and DigitalToPrint. For impairment testing purposes, goodwill is

determined to be associated with the SDL Software cash generating unit.

No accumulated impairment losses have been recognised against the goodwill.

The carrying value of goodwill relating to the Déjar and Bremy acquisitions is tested on an annual basis

through assessment of the value-in-use of the SDL Software cash generating unit. The cash flows used

in the value-in-use calculations are based firstly on the management budget for the 2022 year followed

by management forecasts over a further four-year period. Cash flows after 2026 have been taken into

account through a terminal value calculation. Management has projected growth in sales for the Déjar

and Bremy products at 2.5% per annum for the 2023-2026 forecast period because it reflects inflation.

Growth above inflation has not been projected due to there being uncertainty around this.

| 42 |
The pre-tax discount rate used in the impairment calculation is 13.1% (2020: 13.2%). The equivalent post-

tax nominal rate for the forecast cash flows is 10.2% (2020: 10.2%). In the Directors’ view this represents

the rate that the market would expect on an investment of equivalent risk. There has been no impairment

in the reporting period (2020: $Nil).

Goodwill of $123,000 has arisen from deferred tax on business combinations associated with the

Scantech Limited and DigitalToPrint acquisitions. Following a review of forecast cash flows for the 2022

budget period the Directors’ judgement is that there are no indicators of impairment at reporting date.

20.1 Sensitivity to Changes in Assumptions

As at 30 June 2021, the date of the Group’s annual impairment test, the estimated recoverable amount

of the Déjar and Bremy indefinite life intangible assets exceeded their carrying amount by $17,701,000

(2020: $4,874,000).

It is the judgement of Directors that reasonable changes in the foreseeable future to growth rates and

discount rates (sensitivity analysis) does not result in an impairment loss for these assets.

21. SHARE CAPITAL

2021 2020

$000 $000

Ordinary Shares

Balance at beginning of year 5,413 5,413

Exercise of employee share options - -

Share Capital at End of Year 5,413 5,413

The Company had 14,639,810 (2020: 14,639,810) ordinary shares on issue as at 30 June 2021. All

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

in dividends and surplus on winding up.

22. ACCUMULATED LOSSES

2021 2020

$000 $000

Balance at beginning of reporting period (481) (1,615)

Net operating profit after income tax 2,034 1,866

Exercise of employee share options - -

Payment of dividends (1,903) (732)

Accumulated Losses at end of reporting period (350) (481)

Notes to the Consolidated Financial Statements CONTINUED

For the year ended 30 June 2021

| 43 |
23. EMPLOYEE REMUNERATION

Remuneration includes salaries, bonuses and other benefits including non-cash benefits. The number of

employees with total remuneration exceeding $100,000 in each of the following bands was:

2021 2020

$000 $000

$100,000 to $109,999 2 5

$110,000 to $119,999 5 4

$120,000 to $129,999 1 -

$130,000 to $139,999 3 1

$140,000 to $149,999 1 -

$150,000 to $159,999 - 1

$160,000 to $169,999 - 1

$170,000 to $179,999 1 2

$180,000 to $189,999 1 3

$200,000 to $209,999 2 2

$210,000 to $219,999 1 -

$220,000 to $229,999 1 -

$250,000 to $259,999 - -

$260,000 to $269,999 - 1

$270,000 to $279,999 1 1

$340,000 to $349,999 1 1

$350,000 to $359,999 1 -

$430,000 to $439,999 - 1

$540,000 to $549,999 1 -

$670,000 to $679,999 1 -

Total staff with remuneration exceeding $100,000 23 23

24. RECONCILIATION OF NET LOSS AFTER INCOME TAX FOR

YEAR WITH NET CASH INFLOW FROM OPERATING ACTIVITIES

2021 2020

$000 $000

Net profit / (loss) after income tax 2,034 1,866

Adjustments:

Depreciation and amortisation of assets 1,439 1,481

(Gain) on foreign exchange (657) (1,356)

Bad and doubtful debts (35) 19

Interest expense (reclassified as financing activity) 70 92

Other non-cash items (479) 190

Cash flow from trading 2,372 2,292

| 44 |

Add movements in working capital:

(Increase) in trade & other receivables (717) (1,541)

Decrease in inventories and work in progress 52 143

(Increase) in prepayments (586) (139)

Increase in other current liabilities 997 3,769

Increase / (Decrease) in other non-financial liabilities 9 (368)

Increase in trade creditors 672 803

(Decrease) / increase in employee benefit liabilities (191) 807

Total movement in working capital 236 3,474

Net Cash Flows from Operating Activities 2,608 5,766

25. SEGMENT INFORMATION

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

include a range of integrated document management products and services separated into three streams;

outsource services, technology & development services, intelligent imaging and output services. Specific

elements of these streams are as follows:

• Software & Technology, Solution Dynamics owns the intellectual property in five products;

»Déjar, an online digital archival and retrieval system sold stand-alone under licence agreements and

also as a hosted service in New Zealand and Internationally.

» Bremy, Digital asset management, workflow and multichannel publishing software sold as a licenced

product and also as a hosted service in New Zealand, Australia and the UK.

»Composer, “On-Demand” content creation software.

»DéjarMail, is a web browser-based desktop mail management solution which allows customers to

route mail correspondence to SDL or any other service provider for printing and delivery.

»Jupiter is a hybrid mail application that was acquired through the purchase of the DigitalToPrint

business. The application routes data received from clients for international distribution of

communications to the destination country for print production and lodgement as local mail.

In addition to owning the intellectual property for the above products, Solution Dynamics provides

programming, consulting and design services that help clients to distribute marketing and essential

communications by mail and electronically. The provision of these services is covered under this category.

Grant income (NZTE / R&D) and foreign exchange gains / (losses) are related to the software business

segment and included in this revenue group.

• Digital Printing & Document Handling Services, the printing of client’s information digitally using high

speed laser printers followed by the lodgement and distribution of those documents using a variety of

machine and other processes.

• Outsourced Services, not all components of Solution Dynamics’ solutions are produced internally.

External elements such as post, freight, paper and envelopes are sourced from external suppliers and

included in this service stream. Solution Dynamics has long term arrangements with a number of key

suppliers such as NZ Post for the provision of these services.

Notes to the Consolidated Financial Statements CONTINUED

For the year ended 30 June 2021

| 45 |
An overhead structure including sales, marketing and administration departments provides services for all

of the above revenue streams.

There are no reconciling items in this note due to the management information provided to the Chief

Operating Decision Maker, the CEO Nelson Siva, being compiled using the same standards and accounting

policies as those used to prepare the financial statements.

Segment Consolidated Statement of Profit or Loss

2021 2020

$000 % $000 %

Software & Technology 24,635 70% 22,012 65%

Digital Printing & Document Handling Services 4,161 12% 4,568 13%

Outsourced services 6,649 18% 7,450 22%

Total revenue 35,445 100% 34,030 100%

Less cost of sales 21,954 62% 20,571 60%

Gross margin 13,491 38% 13,459 40%

Selling, general & administration 9,277 26% 9,105 27%

Earnings before interest, tax, depreciation & amortisation 4,214 12% 4,354 13%

Less:

Depreciation 1,156 3% 1,151 3%

Amortisation 283 1% 330 1%

Interest 70 0% 92 0%

Tax 671 2% 915 3%

Operating profit 2,034 6% 1,866 6%

Segment Assets

Assets are not segmented between service streams.

Information about Major Customers

Included in revenues for the Group of $35.45 million (2020: $34.03 million) are revenues of $9.86 million

(2020: $8.28 million) which arose from sales to the Group’s largest customer.

Geographical Information

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

Revenue from Non-current

external customers assets

2021 2020 2021 2020

$000 $000 $000 $000

New Zealand 14,667 16,687 2,999 3,613

Australia 426 484 - -

United States of America 18,291 12,625 15 50

Europe 2,061 4,234 12 53

Total 35,445 34,030 3,026 3,716

| 46 |
26. CONTINGENT LIABILITIES

There were no contingent liabilities at reporting date for the Group (2020: $Nil).

27. CAPITAL COMMITMENTS

The Group had no capital commitments at the reporting date (2020: $Nil).

28. FINANCIAL INSTRUMENTS

28.1 Credit Risk

Financial instruments that potentially subject the Group to concentrations of credit risk consist principally

of trade & other receivables. The maximum credit risk is the carrying value of these financial instruments;

however, the Group does not consider the risk of non-recovery of these accounts to be material.

In the normal course of its business the Group incurs credit risk from trade receivables and transactions

with financial institutions. The Group has a credit policy, which is used to manage this exposure to credit

risk. As part of this policy, credit evaluations are performed on all customers requiring credit. The Group

does not have any significant concentrations of credit risk, excluding the single largest customer referred

to in Note 12. This customer is not viewed as a credit risk due to trading and payment history. The Group

does not require any collateral or security to support financial instruments as it only deposits with, or loans

to banks and other financial institutions with credit ratings of no less than AA-. It does not expect the non-

performance of any obligations that are not provided for at reporting date.

28.2 Categories of Financial Instruments

2021 2020

$000 $000

Financial Financial

Assets & Assets &

liabilities at liabilities at

amortised cost amortised cost

Assets

Cash & cash equivalents (Note 10) 4,713 5,012

Trade & other receivables (Note 12) 5,574 4,838

Total Financial Assets 10,287 9,850

Total non-financial assets 4,043 4,183

Total Assets 14,330 14,033

Finance Liabilities

Trade creditors 3,183 2,511

Other current liabilities (Note 13) 4,138 4,131

Total Financial Liabilities 7,321 6,642

Lease liability – right of use assets 1,346 1,531

Total non-financial liabilities 728 967

Total Liabilities 9,395 9,140

The carrying values of the financial instruments above are equivalent to their fair values.

Notes to the Consolidated Financial Statements CONTINUED

For the year ended 30 June 2021

| 47 |
28.3 Maturity Date of Financial Instruments

Weighted

average Gross

effective Less than 1 - 3 3 months 1 - 5 Nominal Carrying

interest rate 1 month months to 1 year years outflow Value

($000) ($000) ($000) ($000) ($000) ($000)

2021

Non-interest bearing n/a 4,623 2,698 - - 7,321 7,321

4,623 2,698 - - 7,321 7,321

2020

Non-interest bearing n/a 3,791 2,098 753 - 6,642 6,642

3,791 2,098 753 - 6,642 6,642

28.4 Interest Rates

The following table details the Group’s weighted average effective interest rates for financial liabilities at

reporting date.

2021 2020

Financial Liabilities:

Finance facility (overdraft rate) 6.95% 6.95%

28.5 Foreign Currency Risk Management

Hosting and license sales linked to SDL Software operations are denominated in foreign currency and sold

under standard terms and conditions. Any variation in exchange rate between the date of sale and the

date cash is received is accounted for as a foreign exchange gain/loss in the period in which it occurs. For

material individual transactions in foreign currencies the Group has a policy of taking forward exchange.

At 30 June 2021 of total trade receivables of $5,252,000 (2020: $3,666,000) a total of $3,776,000 (2020:

$2,085,000) was in foreign currencies. $150,000 (2020: $235,000) of the foreign currency receivables

were denominated in European currencies, $3,526,000 (2020: $1,761,000) in US $ with the remainder of

the balance in AUD $.

In addition to the trade receivables of $3,776,000 (2020: $2,085,000) held in foreign currencies at the

end of the reporting period, a further $4,057,000 (2020: $4,143,000) in cash was also held in foreign

currencies, a total of $7,883,000 (2020: $6,228,000). Adjusted for offsetting payables balances of

$4,947,000 (2020: 3,976,000), a movement in the exchange rate of 10% would give rise to an exchange

fluctuation of $294,000 (2020: $225,000).

Trading operations for the UK and Europe are largely undertaken through SDL’s UK subsidiary Solution

Dynamics International Limited (SDIL). For North America operations are undertaken through Solution

Dynamics Incorporated. At period end the net assets for SDIL and SD Inc., comprising largely working

capital, was a credit balance of NZ$872,000 (2020: NZ$153,000) with cash and receivable balances as

noted above.

At 30 June 2021 the reporting date, $Nil forward exchange contracts were held (2020: $5,785,000), on

which an unrealised gain of $Nil (2020: $648,000) is recognised at the reporting date.

| 48 |
28.6 Liquidity Risk Management

Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has built

an appropriate liquidity risk management framework for the management of the Group’s short, medium

and long-term funding and liquidity management requirements. The Group manages liquidity risk by

maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously

monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and

liabilities. With positive cash inflows, the Group’s liquidity risk is considered by the Directors to be low.

28.7 Interest Rate Sensitivity Analysis

At 30 June 2021 the interest rate on the overdraft facility was 6.95% (2020: 6.95%). With a net cash

position of $4,71 million (2020: $5.01 million) at the end of the reporting period a material change in the

interest expense is not expected.

28.8 Capital Management

The Group manages its capital to ensure that the Group will be able to continue as a going concern while

maximising the return to shareholders through the optimisation of the debt and equity balances.

Earnings in the Group has improved on the prior year. The Group is in a net cash position of $4.71 million

(2020: $5.01 million) and a net cash inflow from operations of $2.61 million (2020: $5.77 million). There

was an operating profit of $2.03 million in the current year (2020: $1.87 million). The Group has no

externally imposed covenants to manage, the only debt on the balance sheet relates to right of use assets.

2021 2020

$000 $000

Borrowings – Liability right of use assets (1,346) (2,208)

Cash & Finance facility (Note 10) 4,713 5,012

Net cash (debt) 3,367 2,804

Equity (all capital and reserves) 4,935 4,893

Net (cash) debt to equity ratio (68%) (57%)

During the year the finance facility was subject to certain conditions which are disclosed in Note 10.

29. RELATED PARTIES TRANSACTIONS AND DIRECTORS’ REMUNERATION

Transactions between related parties include transactions with subsidiaries, shareholders, directors and

their companies and senior executives. Transactions with SDL’s subsidiary Solution Dynamics International

Limited are completed under a supplier agreement on similar terms to those previously struck with third

party channel partners.

Related party transactions from 1 July 2020 to 30 June 2021 were as follows:

• Key management were paid $2,108,021 (as employees of Solution Dynamics Limited or its

subsidiaries and including the calculated benefit of the employee share option plan) during the

reporting period (2020: $1,485,985) and were owed $153,744, including annual leave, at 30 June

2021 (2020: $150,918).

Notes to the Consolidated Financial Statements CONTINUED

For the year ended 30 June 2021

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The following fees and salaries were paid to Directors during the reporting period:

2021 2020

$000 $000

John McMahon (Chairman) 60 55

Nelson Siva (CEO) 541 342

Julian Beavis 40 36

Elmar Toime 64 60

Lee Eglinton 40 36

Andy Preece (Chairman Audit & Risk Management Committee) 48 41

Total Directors’ Remuneration 793 570

30. EMPLOYEE OPTIONS

On 17 February 2014 the board of Solution Dynamics Limited announced the introduction of an equity

settled employee share option plan. The general principles of the scheme were:

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

total number of shares on issue.

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

individual staff member.

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

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

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

employed by SDL at the date the option is exercised.

All options from the initial tranches of the scheme were exercised by March 2020. Effective 14 December

2018 the board issued 80,000 share options each to two staff who are key senior members of the

Company’s IT team (with an exercise price of $1.70), one of whom remains as an employee. The issue of a

further 360,000 share options was approved to four key members in October 2020 (with an exercise price

of $2.60), three of whom remain as employees at 30 June 2021.

2021 2020

Number of shares Number of Shares

‘000 ‘000

Unvested shares at 1 July 160 160

Granted 360 80

Lapsed (on resignation of staff member) (160) (80)

Vested - -

Unvested shares at 30 June 360 160

Percentage of total ordinary shares 2.5% 1.1%

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Notes to the Consolidated Financial Statements CONTINUED

For the year ended 30 June 2021

The net fair value of the options granted during the reporting period was $213,825 (2020: $50,445). This

cost is recognised over the vesting period.

Options Share price at Exercise Options Option

Grant Date Issued Grant Date Price Expire Value $

December 2018 80,000 $1.70 $1.70 June 2023 $25,220

March 2021 280,000 $2.60 $2.60 September 2025 $213,825

The fair value was determined using a Black-Scholes option pricing model that takes into account the

exercise price, the term of the option, the share price at grant date and expected price volatility of the

underlying share, the dividend yield and the risk-free interest rate for the term of the option.

In addition to the factors as noted in the table above further inputs for the model included:

• Standard deviation of stock returns 35%. This is based on an analysis of share price movements over

the 12-months prior to the issue of the options.

• Average dividend yield of 3.67%.

• Average annual risk-free rate of 0.83%.

32. SHAREHOLDERS AND SUBSTANTIAL SECURITY HOLDERS

32.1 The 20 largest shareholders as at 22 July 2021 were:

Shareholder % Of Total Shares

ASB Nominees Limited <574233 A/C> 10.93% 1,600,658

Philip Hadfield Hardie Boys <P & K Hardie Boys Family A/C> 7.51% 1,100,000

Public Trust - NZCSD <The Aspiring Fund> 6.63% 970,086

Indrajit Nelson Sivasubramaniam + Tracey Lee Sivasubramaniam

+ Comac Trustees Limited 6.08% 890,000

Hobson Wealth Custodian Limited <Resident Cash Account> 5.22% 763,882

Accident Compensation Corporation - NZCSD <ACCI40> 4.77% 698,234

Michael Charles Hare 4.63% 678,000

JBWERE (NZ) Nominees Limited <NZ Resident A/C> 4.16% 609,266

Colin Glenn Giffney 3.55% 520,000

Kirsten Roberts 3.07% 450,000

Stephen Christopher Montgomery 2.73% 400,000

Deirdre Elizabeth Tallott 2.56% 375,000

Jillian Bernadette Winstanley 2.22% 325,000

Roger Dixon Armstrong 2.06% 301,665

FNZ Custodians Limited <DRP NZ A/C> 1.96% 287,650

Christopher Veale + Penny Veale 1.81% 265,704

Don Nominees Limited 1.60% 234,944

Custodial Services Limited <A/C 18> 1.38% 202,075

Custodial Services Limited <A/C 4> 1.32% 193,914

Custodial Services Limited <A/C 3> 1.25% 182,756

Grand Total 75.47% 11,048,834

A total of 14,639,810 shares were on issue (2020: 14,639,810 shares).

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32.2 Size of Shareholding as at 22 July 2021

Holdings Shareholders Shares Held % Of Total

1-999 117 29,928 0.20%

1,000-4,999 106 212,033 1.45%

5,000-9,999 38 245,866 1.68%

10,000-49,999 51 860,832 5.88%

50,000-99,999 13 878,275 6.00%

100,000 and over 31 12,412,876 84.79%

Total 356 14,639,810 100.0%

32.3 Substantial Security Holders

According to notices given under the Financial Markets Conduct Act 2013, the following persons were

substantial shareholders in Solution Dynamics Limited as at 22 July 2021:

Shareholder % Of Total Shares

Meta Capital Limited (John McMahon) 10.93% 1,600,658

Philip Hadfield Hardie Boys (P & K Hardie Boys Family A/C) 7.51% 1,100,000

Public Trust - NZCSD (The Aspiring Fund) 6.63% 970,086

Indrajit Nelson Sivasubramaniam & Tracey Lee Sivasubramaniam 6.08% 890,000

33. COVID-19

SDL has continued its COVID-19 monitoring and safety policies, aimed at ensuring the Company’s staff

remained safe. This includes the use of segregated teams as required, significant levels of working from

home for non-production staff, health monitoring, and controlled facility access. These have helped

ensure no SDL staff member has been infected by COVID-19 to date. These measures will likely remain

in place until a vaccine is widely implemented in New Zealand and proven to be effective, and some,

such as working from home, are likely to become a normal part of workplace practice. The Company

deeply appreciates the efforts and cooperation by staff in their flexibility, assistance and compliance with

health requirements, and thanks them for perseverance and maintaining morale in difficult operating

circumstances.

It is difficult to accurately assess the financial impact of COVID-19 on SDL’s FY2021 financial result.

The largest effects were on volumes in the UK where SDL’s customers had significantly lower activity

for the financial year (in some cases down around 80%). Additionally, a large customer with international

activities that has sizeable activity in developing markets, was forced to scale back operations in many

countries, reducing processing volumes. Less easily measurable was the lack of direct sales activity, in the

US particularly. The Company’s best estimate is that COVID reduced revenues by – very approximately –

around 10-12%.

Some modest costs savings continued, with travel remaining near zero. However, COVID appears to be a

factor in the shortage of skills across the technology sector, adding cost pressures that are continuing in

FY2022.

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Notes to the Consolidated Financial Statements CONTINUED

For the year ended 30 June 2021

34. EVENTS AFTER THE REPORTING DATE

On 26 August 2021, the directors approved the payment of a fully imputed dividend of 4.00 cents per

share amounting to $586,000 to be paid on 1 October 2021 (2020: The directors approved the payment

of a fully imputed dividend of 6.00 cents per share, amounting to $878,000).

Statement of
Corporate Governance

STATEMENT OF CORPORATE GOVERNANCE

The corporate governance processes set out in this statement do not materially differ from the principles set out

in the New Zealand Stock Exchange Corporate Governance Code (re-dated as at January 2020). The information in

this report is current as at 26 August 2021 and has been approved by the Board.

The Board Charter and key policies which were approved by the board on 2 May 2019 are available on the

Company’s website: www.solutiondynamics.com.

SDL is listed on the NZX’s Main Board and is subject to regulatory control and monitoring by both the NZX and the

Financial Markets Authority (FMA). The Board Charter and key policies are available on the Company’s website:

www.solutiondynamics.com.

PRINCIPLE 1 – CODE OF ETHICAL BEHAVIOUR

Directors should set high standards of ethical behaviour, model this behaviour and hold management to account for

adherence to these standards throughout the organisation.

The Board recognises that high ethical standards and behaviours are central to good corporate governance and it is

committed to the observance of a Code of Business Conduct and Ethics throughout the Group.

The Code of Business Conduct and Ethics, which was approved by the Board as part of the process of migrating

to the NZX Main Board, provides a framework of standards by which the directors, employees and contractors to

SDL and its related companies are expected to conduct themselves. It is intended to facilitate actions and decision-

making that is consistent with SDL’s values, business goals and legal obligations and, thereby, enhance performance

outcomes.

Employees are expected to report any breaches of the Code in line with the processes outlined in the Code of

Business Conduct and Ethics.

A copy of the Code of Business Conduct and Ethics was made is made available to all employees and is given to

all new employees when they join the Group. Any future changes to the Code of Business Conduct and Ethics

will be communicated to staff. The Code of Business Conduct and Ethics can also be found at http://www.

solutiondynamics.com/wp-content/uploads/2019/05/Code_of_Business_Conduct_and_Ethics.pdf.

SDL has a Share Trading Policy to mitigate the risk of insider trading in SDL’s securities by employees and Directors.

A copy of this Policy can also be found at http://www.solutiondynamics.com/wp-content/uploads/2019/05/Share_

Trading_Policy.pdf. The Policy was updated in May 2019 as a part of the process of migrating to the NZX Main

Board. Additional share trading restrictions apply to Restricted Persons including Directors and certain employees.

Directors’ Share Dealings and Shareholding

Directors disclose the following relevant interests in shares in the Group at 30 June 2021 and transactions in

relevant interests in shares during the financial year ended 30 June 2021.

Shareholder Balance Additions Disposals Balance

30 June 2020 30 June 2021

John McMahon 1,600,658 - - 1,600,658

Nelson Siva 890,000 - - 890,000

Andy Preece 53,000 - - 53,000

Lee Eglinton 18,000 - - 18,000


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Entries in the Interests Register

In addition to the interests and related party transactions disclosures in Note 29 of the Notes to the Financial

Statements and the Director remuneration disclosed under Principle 5 of the NZX Corporate Governance Code, the

following interests were disclosed to the Board and noted in the interests register during the financial year ended

30 June 2021:

• Indemnification of Officers and Directors: The Company indemnifies Directors and Executive Officers of the

Group against all liabilities which arise out of the performance of their normal duties as Director or Executive

Officer.

• Directors’ & Officers’ insurance: In parallel with the indemnity coverage, the Group has Directors & Officers’

liability insurance. The total cost of this insurance expensed during the year ended 30 June 2021 was $54,242

(2020 - $21,250).

Conflicts of Interest and Related Parties

All Directors must disclose any general and specific interests that could be in conflict with their obligations to the

Group. Transactions with related parties and balances outstanding relating to the year ended 30 June 2021 are

disclosed in Note 29 of the Notes to the Financial Statements.

PRINCIPLE 2–BOARD COMPOSITION & PERFORMANCE

To ensure an effective Board, there should be a balance of independence, skills, knowledge, experience and perspectives.

The primary responsibilities of the Board include:

• to establish the vision of the Group

• to establish the long-term goals and strategies of the Group

• to approve annual and half-year financial reports

• to approve annual budgets

• to approve corporate policies

• to ensure the Group has good internal controls and keeps adequate records

• to ensure legislative compliance

• to monitor executive management

• to ensure appropriate communication to stakeholders

Board procedures are governed by the Constitution.

The Board is responsible for setting the strategic direction of the Company, overseeing the financial and

operational controls of the business, putting in place appropriate risk management strategies and policies and

enhancing its value for shareholders in accordance with good corporate governance principles.

In addition to the Code of Business Conduct and Ethics, the Board also operates under a written Board Charter

which sets out the structure of the Board, role and responsibilities of Directors, procedures for the nomination,

resignation and removal of Directors; 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 Board meetings.

Statement of Corporate Governance CONTINUED

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The day-to-day management of SDL’s business is undertaken by SDL’s senior management team under the

leadership of the Chief Executive Officer, through a set of delegated authorities which are reviewed annually.

In order to discharge their duties, Directors have direct access to and may rely on financial and other management

information, and advice provided by SDL’s senior management as well as professional advice provided by external

advisers. Directors have the right, with the approval of the Chairman or by resolution of the Board, to seek

independent legal or financial advice at the Company’s expense for the proper performance of their duties.

Board Composition and Appointment

The number of elected Directors and the procedure for their retirement and re-election at Annual Shareholder

Meetings is set out in the Company’s constitution.

SDL considers that the nomination process for new Director appointments is the responsibility of the whole Board

and it does not have a separate Nomination Committee.

The Board takes into consideration tenure, capability, diversity and skills when reviewing Board composition and

new appointments.

At each Annual Meeting, one-third of the current Directors retire by rotation and are eligible for re-election. Any

Directors appointed since the previous Annual Meeting must also retire and are eligible for election.

When a new Director is appointed, SDL will enter into a written appointment letter setting out the terms of their

appointment.

The Board supports the separation of the roles of Chairman and CEO. The Chair of SDL as at 26 August 2021 is

non-executive director, John McMahon, who has (through a related party) a 10.93% shareholding in SDL and is

therefore not considered independent under the NZX Main Board Listing Rules.

The Board currently comprises six Directors, being a non-executive chairman (non-independent), four non-

executive Directors (independent) and the Chief Executive. They are all elected on the basis of the value they bring

to the Board.

In order for a Director to be independent, the Board has determined that he or she must not be an executive of

SDL and must have no ‘Disqualifying Relationships’. In this regard, the Board follows the requirements of the NZX

Listing Rules (and NZX guidance on the application of those requirements). Information on each director can be

found at http://www.solutiondynamics.com/our-team/. Directors’ interests are disclosed on Note 29 of the Notes

to the Financial Statements.

The Company encourages all Directors to undertake appropriate training and education so that they may best

perform their duties. This includes attending presentations on changes in governance, legal and regulatory

frameworks; attending technical and professional development courses. ln addition, Directors can receive updates

on relevant industry and Company issues, and briefings from key executives.

The Board aims to regularly consider individual and collective performance, together with the skillsets, training and

development and succession planning required to govern the Group’s business.

Diversity

SDL is committed to a culture that actively supports diversity and inclusiveness and prevents or eliminates

discrimination in any form. As such, SDL firmly believes that diversity and inclusiveness enables SDL to better

respond to the ever-changing environment in which we operate and better serve the diverse customer and

stakeholder base to which we are accountable to.

The concept of diversity includes (but is not limited to) concepts of gender, race, ethnicity and cultural background
as well as physical capability, age, sexual orientation, and religious or political beliefs.

SDL does not have formal diversity policy. Instead, SDL’s Code of Business Conduct and Ethics notes that SDL

values diversity and inclusion and has a workforce consisting of many individuals with diverse skills, values,

backgrounds, ethnicity and experience. We attract and retain a diverse workforce and this diversity brings a range

of ideals, skills and innovation to SDL, which assists in achieving our objectives.

As at 30 June 2021, the gender balance of SDL’s directors and people was as follows:

30 June 2021 30 June 2020

Directors

Females 1 1

Males 5 5

Management Team

Females 1 -

Males 6 7

All Employees

Females 38 34

Males 60 50

The Management team is defined as being the Chief Executive Officer and senior leaders with reporting lines direct

to the Chief Executive Officer.

Board Meetings and Attendance

The Board has 11 scheduled meetings a year.

During the period 1 July 2020 to 30 June 2021 attendance at Board and Committee meetings was:

Board Meetings

(1)

Audit & Risk

Management

(2)

Held Attended Held Attended

John McMahon (Chairman) 11 11 2 1

Julian Beavis 11 11 n/a n/a

Nelson Siva (CEO) 11 11 n/a n/a

Elmar Toime 11 11 n/a n/a

Andy Preece 11 9 2 2

Lee Eglinton 11 11 2 1

(1) John McMahon is the board chairman

(2) Andy Preece is the chairman of the audit & risk management committee

Statement of Corporate Governance CONTINUED

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PRINCIPLE 3 - COMMITTEES
The Board should use committees where this will enhance its effectiveness ln key areas, while still retaining Board

responsibility.

The Board has constituted one standing Committee being the Audit and Risk Committee. Due to the size of the

Board, matters normally dealt with by remuneration and the nominations committees are dealt with by the full

Board.

Committees allow issues requiring detailed consideration to be dealt with separately by members of the Board with

specialist knowledge and experience, thereby enhancing the efficiency and effectiveness of the Board. However,

the Board retains ultimate responsibility for the functions of its Committees and determines their responsibilities.

The Audit and Risk Committee meets as required and has terms of reference (a Charter). A copy of the Audit and

Risk Committee Charter can be found at: http://www.solutiondynamics.com/wp-content/uploads/2020/05/

Audit_Risk_Charter.pdf

Minutes of each Committee meeting are forwarded to all members of the Board. The Audit and Risk Committee is

empowered to seek any information it requires from employees in pursuing its duties and to obtain independent

legal or other professional advice.

The membership and performance of the Committee is reviewed annually.

From time to time, special purpose committees may be formed to review and monitor specific projects with senior

management.

As the Board believes that matters of remuneration and nominations are the responsibility of the entire Board, SDL

does not consider it necessary to comply with recommendations 3.3 and 3.11 of the NZX Corporate Governance

Code and accordingly does not have a separate remuneration committee or nomination committee.

The Board will continue to monitor best practice in the governance area and update SDL’s policies to ensure it

maintains the most appropriate standards.

Audit and Risk Committee

The role of the Audit and Risk Committee is to assist the Board in carrying out its responsibilities under the

Companies Act 1993 and the Financial Reporting Act 2013 regarding accountancy practices, policies and controls

relative to the Company’s financial position and make appropriate enquiry into the audits of the Company’s

financial statements. This responsibility includes providing the Board with additional assurance about the quality

and reliability of the financial information issued publicly by the Company. All matters required to be addressed and

for which the Committee has responsibility were addressed during the 2021 financial year.

As noted above, a written charter outlines the Audit and Risk Committee’s delegated authority, duties,

responsibilities and relationship with the Board.

The Committee must be comprised solely of Directors of SDL, 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 makeup of

the current members of the Committee complies with this recommendation. The chair of the Committee cannot be

Chair of the Board.

Members as at 30 June 2021 were Andy Preece (Chairman), Lee Eglinton and John McMahon. It met twice during

the financial year.

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| 58 |
Management and employees may only attend meetings at the invitation of the Committee and the Committee

routinely has Committee only time with the external auditors without management present.

Takeovers

The Board has yet to establish protocols or procedures to be followed in the event of a takeover. Nonetheless, the

Board understands that any such protocols or procedures would involve SDL forming an independent takeover

committee to oversee disclosure and response and engage expert legal and financial advisors to provide advice on

procedural matters affecting any such takeover.

PRINCIPLE 4 –REPORTING & DISCLOSURE

The Board should demand integrity in financial and non-financial reporting, and in the timeliness and balance of

corporate disclosures.

The Board is committed to keeping shareholders and the market informed of all material information about the

Company and its performance and ensuring compliance with legislative requirements and those of the NZX Listing

Rules.

The release of material information is guided by the NZX Listing Rules (and the guidance provided by NZX).

In addition to all information required by law, SDL also seeks to provide sufficient meaningful information to ensure

stakeholders and investors are well informed, including financial and non-financial information.

Financial Statements

It is the Directors’ responsibility to ensure preparation of financial statements that give a true and fair view of the

financial position of the Group as at the end of the financial year and the results of operations and cash flows for

the year. The external auditors are responsible for expressing an independent opinion on the financial statements.

The consolidated financial statements set out in this report have been prepared by management in accordance with

generally accepted accounting practice in New Zealand. They are based on appropriate accounting policies which

have been consistently applied and which are supported by reasonable judgements and estimates.

For the financial year ended 30 June 2021, the directors believe that proper accounting records have been kept

which enable, with reasonable accuracy, the determination of the financial position of SDL and the Group and

facilitate compliance of the financial statements with the Companies Act 1993 and the Financial Reporting Act

2013.

After reviewing internal management financial reports and budgets the Directors believe that the Group will

continue to be a going concern in the foreseeable future. For this reason, they continue to adopt the going concern

basis in preparing the financial statements.

The Chief Executive and Chief Financial Officer have confirmed in writing to the Board that SDL’s external financial

reports present a true and fair view in all material aspects.

SDL’s full and half year financial statements are available on the Company/s website at: http://www.

solutiondynamics.com/investor-centre/

Non-financial information

Statement of Corporate Governance CONTINUED

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The Board recognises the importance of non-financial disclosure. Given SDL’s size the Board has elected not

to comply with recommendation 4.3 of the NZX Corporate Governance Code and has not adopted a formal

environmental, social and governance (ESG) framework.

SDL discusses its strategic objectives and its progress against these in the Management Discussion and Analysis

section of this annual report and at the Annual Meeting.

SDL is committed to using its resources responsibly and is actively working with its supply chain partners to look

for opportunities to reduce any negative environmental risk or impact from its business operations, products and

services.

The Board encourages diversity and will not knowingly allow SDL to participate in business activities where SDL

could be complicit in human rights and labour standard abuses.

PRINCIPLE 5 –REMUNERATION

The remuneration of Directors and management should be transparent, fair and reasonable.

The Board promotes the alignment of the interests of the directors, the Chief Executive Officer and management

with the long-term interests of shareholders. Remuneration policies and structure are reviewed regularly to ensure

remuneration of management and directors is fair and reasonable in a competitive market for the skills, knowledge

and experience required by the Company.

The Board recognises that it is desirable that management (including that for any executive Director) remuneration

should include an element dependent upon the performance of both the Group and the individual, and should be

clearly differentiated from non-executive Director remuneration.

Details of Directors and management remuneration and entitlements for the 2021 financial year are set out in Note

29 of the Notes to the Financial Statements.

SDL does not have a Remuneration Committee and matters relating to remuneration are dealt with by the full

Board.

Directors’ Remuneration

The total remuneration pool available for Directors is fixed 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.

Directors are paid on a per director rate as follows,

Position Approved Remuneration

Chairman $60,000

Non-executive Director $40,000

Audit & Risk Committee Chair $7,500

Hourly rates for abnormal/particularly time intensive projects or

transactions outside the scope of typical board work $250 /hour

Directors’ remuneration during the year is disclosed in Note 29 of the Notes to the Financial Statements.

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Executives’ Remuneration

Executive remuneration consists of a fixed base salary, incentives and a Share Option Plan. Incentives are paid

against targets agreed with members of the management team at the commencement of the financial year and are

based on earnings and sales targets.

Executives’ remuneration greater than $100,000 per annum received in their capacity as employees during the year

is disclosed in Note 29 of the Notes to the Consolidated Financial Statements.

Details of the SDL Share Option Plan are detailed in Note 30 of the Notes to the Financial Statements.

Chief Executive Officer Remuneration

The review and approval of the Chief Executive Officer’s remuneration is the responsibility of the Board.

The Chief Executive Officer’s remuneration comprises a fixed base salary and bonus paid annually.

The CEO’s remuneration can be summarised as follows:

Description (000’s)

Base salary 270

Incentive based on earnings performance (1) 202

Total on target earnings 472

(1) This is paid annually in arrears based on Company earnings

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.

SDL is committed to proactively managing risk. Whilst risk management, and the Group’s system of internal

controls, is the responsibility of the entire Board, the Audit and Risk Committee assists the Board and provides

additional oversight with regard to the risk management framework and monitoring compliance with that

framework.

The Board monitors the operational and financial aspects of the Group and considers recommendations from

external auditors and advisors on the risks that the Group faces.

The Board ensures that recommendations made are assessed and appropriate action is taken where necessary to

ensure risks are managed appropriately.

The Board’s approach to risk management is incorporated into the Audit and Risk Committee Charter, which can be

found on the Company’s website.

The Board delegates day-to-day management of the risk to the Chief Executive Officer. SDL’s management team

is required to regularly identify the major risks affecting SDL’s business and develop structures, practices and

processes to manage and monitor these risks.

It is the responsibility of the Directors to ensure adequate accounting records are kept. Directors are also

responsible for the Group’s system of internal financial controls.

Internal financial controls have been implemented to minimize the possibility of material misstatement. They can

provide only reasonable assurance and not absolute assurance against material misstatements or loss.

No major breakdowns of internal controls were identified during the year.

Statement of Corporate Governance CONTINUED

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The Board is satisfied that SDL has in place a risk management process to effectively identify, manage and monitor

SDL’s principal risks.

SDL also maintains insurance policies that it considers adequate to meet its insurable risks.

Key financial and non-financial risks are included in Note 28 of the Notes to the Financial Statements.

Health and Safety

The 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 SDL’s employees and contractors. The Board

is responsible for ensuring that the systems used to identify and manage health and safety risks are fit for purpose,

being effectively implemented, regularly reviewed and continuously improved.

SDL has a Health and Safety Charter which is monitored by the management team. Health and Safety reports,

including incident reports, for SDL’s business are included in the compliance section of the Board papers.

PRINCIPLE 7 –AUDITORS

The Board should ensure the quality and independence of the external audit process.

The Board’s approach to the appointment and oversight of the external auditor are outlined in SDL’s Audit and Risk

Committee Charter, which can be found at: http://www.solutiondynamics.com/wp-content/uploads/2020/05/

Audit_Risk_Charter.pdf. Amongst other things, the Charter is designed to ensure that audit independence is

maintained, both in fact and appearance, so that SDL’s external financial reporting is viewed as being highly reliable

and credible.

The Audit and Risk Committee provides additional oversight of the external auditor reviews the quality and cost

of the audit undertaken by SDL’s external auditors and provides a formal channel of communication between the

Board, the management team and the external auditors. The Committee also assesses the auditor’s independence

on an annual basis. These requirements are detailed in the Audit and Risk Committee Charter.

For the financial year ended 30 June 2021, Grant Thornton continued in their appointment as the external auditor

for SDL. Grant Thornton has occupied that role since 2009. The audit partner has been rotated in 2021 (the prior

rotation was in 2016).

All audit work at SDL is fully separated from any non-audit services, to ensure that appropriate independence is

maintained. The amount of fees paid to Grant Thornton for audit and other services is identified in Note 6 of the

Notes to the Financial Statements.

Grant Thornton has provided the Board with written confirmation that, in their view, they were able to operate

independently during the financial year.

Grant Thornton attends the Annual Meeting, and the lead audit partner is available to answer questions from

shareholders at that meeting. In this capacity, Grant Thornton attended the 2020 annual meeting.

SDL has a number of internal controls overseen by Audit and Risk Committee, including controls for computerised

information system, security, business continuity management, insurance, health and safety, conflicts of interest,

and prevention and identification of fraud. SDL does not have a dedicated Group internal auditor role.


| 61 |

PRINCIPLE 8 – SHAREHOLDER RIGHTS & 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 dialogue and to facilitating engagement with shareholders.

SDL has a calendar of communications for shareholders, including but not limited to:

• Annual and Half-Yearly Reports

• Market announcements

• Annual Meeting

• Access to information through the SDL website www.solutiondynamics.com

The Company maintains a comprehensive website which provides access to key corporate governance documents,

copies of all major announcements and Company reports.

Shareholders are encouraged to attend the Annual Meeting and may raise matters for discussion at the meeting. In

accordance with NZX Corporate Governance Code, the Board ensured that the notice of the Annual Meeting was

posted to SDL’s website as soon as possible and at least 28 days prior to the meeting.

Shareholders have the ultimate control in corporate governance by voting Directors on or off the Board. Voting is

by poll, upholding the ‘one share, one vote’ philosophy.

In accordance with the Companies Act 1993, SDL’s constitution and the NZX Listing Rules, SDL refers major

decisions which may change the nature of SDL’s business to shareholders for approval.

All shareholders are given the option to elect to receive electronic communications from SDL. In addition to

shareholders, SDL has a wide range of stakeholders and maintains open channels of communication for all

audiences, including shareholders, brokers and the investment community, as well as our staff, suppliers and

customers.

| 62 |

Statement of Corporate Governance CONTINUED

| 63 |
Nature of Business

Data management, electronic digital printing,

document distribution, web presentment and

archiving, fulfilment, print services, scanning,

data entry and document management.

Directors

John McMahon – Non-independent Chairman

Elmar Toime -Independent

Julian Beavis - Independent

Andy Preece - Independent

Lee Eglinton - Independent

Indrajit Nelson Sivasubramaniam (Nelson Siva) –

Chief Executive Officer

Auditors

Grant Thornton New Zealand Audit Limited

Grant Thornton House

152 Fanshawe Street

AUCKLAND

Bankers

ANZ National Bank Limited

Level 20, ANZ Centre

23 - 29 Albert Street

AUCKLAND

Legal Representative

Stephen Layburn

Commercial Barrister

Level 3, 175 Queen Street

AUCKLAND

Share Registry

Computershare Investor Services

Level 2, 159 Hurstmere Rd

Takapuna

AUCKLAND

Private Bag 92119

Auckland Mail Centre

AUCKLAND 1142

Registered Office and address for service

18 Canaveral Drive

Albany

AUCKLAND

PO Box 301248

Albany

AUCKLAND 0752

Tel: +64 (9) 970-7700

Solution Dynamics (International) Limited

Lancaster Court, 8 Barnes Wallis Road,

Fareham, PO15 5TU

Hampshire

UNITED KINGDOM

Tel: +44 1489 668219

Solution Dynamics Incorporated

260 Madison Avenue, 8th floor

New York, New York 10016

UNITED STATES of AMERICA

Tel: +1 (917) 319 5625

Déjar International Limited

18 Canaveral Drive

Albany

AUCKLAND

PO Box 301248

Albany

AUCKLAND 0752

Tel: +64 (9) 970-7700

Company Directory

Head Office:
18 - 24 Canaveral Drive, Rosedale, Auckland 0632, New Zealand

Phone +64 9 970 7700 | PO Box 301248, Albany 0752, New Zealand

info@solutiondynamics.com | www.solutiondynamics.com

New Zealand  United Kingdom  United States of America

---

| 1 |
Management Discussion

and Analysis 2021

Management Discussion

and Analysis

FY2021 Result Overview

Solution Dynamics Limited (“SDL” or “Company”) recorded a net profit after tax of $2.03 million for FY2021, a 9.0%

gain on $1.87 million in the prior FY2020 year. As noted in the FY2020 Annual Report, the prior year profit included

a net after tax gain of $0.23 million that is one-off in nature, so the normalised prior period profit for comparative

purposes is $1.63 million, meaning the FY2021 gain in earnings on this adjusted basis is 24.5%. The trend of growth

in international business from SDL’s Software & Technology platforms continues although FY2021 revenue growth

was limited to 11.9% almost solely the result of COVID-19. COVID caused a full year slump in UK revenues in

particular, with volumes in developing markets also constrained. This revenue pressure, combined with onboarding of

larger new customers, required additional IT development and support resources which saw Cost of Goods Sold rise

by 6.7% and Selling, General & Administration (“SG&A”) expenses increase again, although the FY2021 SG&A rise

was a more modest 1.9% versus the substantial rise of 47.5% the prior year.

Cash flow from operations was $2.61 million (FY2020 $5.77 million) and the net cash position at year end was $4.71

million (FY2020 $5.01 million). Part of the year-end cash position represents prepayment of postage by some clients

(around $1.2 million).

The directors have declared a final dividend of 4.0 cents per share (FY2020 6.0 cents) fully imputed, bringing total

dividends for FY2021 of 11.0 cents per share (FY2020 9.0 cents).

Effects of COVID-19

SDL has continued its COVID-19 monitoring and safety policies, aimed at ensuring the Company’s staff remained

safe. This includes the use of segregated teams as required, significant levels of working from home for non-

production staff, health monitoring, and controlled facility access. These have helped ensure no SDL staff member

has been infected by COVID-19 to date. These measures will likely remain in place until a vaccine is widely

implemented in New Zealand and proven to be effective, and some such as working from home are likely to become

a normal part of workplace practice. The Company deeply appreciates the efforts and cooperation by staff in their

flexibility, assistance and compliance with health requirements, and thanks them for perseverance and maintaining

morale in difficult operating circumstances.

It is difficult to accurately assess the financial impact of COVID-19 on SLD’s FY2021 financial result. The largest

effects were on volumes in the UK where SDL’s customers had significantly lower activity for the financial year (in

some cases down around 80%). Additionally, a large customer with international activities that has sizeable activity in

developing markets, was forced to scale back operations in many countries, reducing processing volumes. Less easily

measurable was the lack of direct sales activity in the US particularly. The Company’s best estimate is that COVID

reduced revenues by – very approximately – around 10-12%.

Some modest costs savings continued, with travel remaining near zero. However, COVID appears to be a factor in the

shortage of skills across the technology sector, adding cost pressures that are continuing in FY2022.

As noted in last year’s Annual Report, an SDL director, Mr Elmar Toime, has significant experience in the global

mail and logistics markets (former CEO of NZ Post, former Deputy Executive Chair of the Royal Mail Group, was

a Supervisory Board member of Deutsche Post DHL, and is a non-executive director of Qatar Post). He provided

specialised mail and logistics consulting advice to the Company during the COVID-19 period along with additional

support to SDL’s northern hemisphere operations during a period when travel from New Zealand has not been

26 August 2021









| 2 |

possible, along with the temporary absence of the CEO, Nelson Siva, for medical reasons. These services were

partly provided in FY2020 and continued for the early part of FY2021 but then ceased; they were provided on

normal commercial terms (refer Note 29).

Business Description

SDL operates in the Customer Communications market (essential mail, interactive marketing communications

and on-demand communications) across both the old economy print/mail house business and the new economy

document management business. The Company’s products and services are represented by two revenue streams:

• Services (split into Digital Print & Document Handling, and Outsourced Services); and

• Software & Technology.

Services operates solely in New Zealand. Digital Print & Document Handling revenues are generated from digital

printing and mail house processing for two categories of mail items: transactional mail, such as invoices and

statements; and direct marketing mail such as promotional material. These are then distributed through New

Zealand Post’s (“NZ Post”) mail delivery system. A number of the components included in this service, such as

envelopes and postage, form part of Outsourced Services revenues (which are typically very low margin activities).

Digital printing differs from traditional printing in that each document printed is typically personalised and unique.

Revenue from the Company’s scanning operation is included in Services (for New Zealand scanning operations),

while offshore consulting and software revenues that are related to SDL’s software technology are included in the

Software & Technology revenue stream.

Software & Technology develops and markets SDL’s own software products which include:

• digital asset management, with communication templates and campaign management;

• document archival;

• document composition;

• desktop mail solutions for “print on demand”;

• consulting and software revenue from scanning and scanning workflow; and,

• international cross-border print-on-demand management software.

Note that SDL has several different business models for international clients. For some, SDL only provides software

or related consulting services, but for others it also arranges third party printing and logistics on which it will

typically earn a modest margin. For these latter clients, the software charge and print/logistics margins are typically

aggregated into an overall charge to the customer. This means Software & Technology revenues are a mix of pure

software and software consulting revenues for some clients, while others also include third party printing and

logistics revenues that are generated from SDL’s software.

Transactional mail volumes in New Zealand and internationally are continuing to decline, although anecdotal

evidence suggests direct marketing mail is seeing less erosion. Some types of communications still remain better

suited to print and the usage level of printed versus electronic communications varies significantly across countries.

Technology such as DéjarMail (SDL’s print-on-demand desktop mail solution) can improve the handling efficiency,

management and cost of physical mail. The Company’s integrated range of print and software technologies means

it is able to offer a holistic and distribution channel/platform-agnostic approach to managing its customers’

communications needs.

The Company is headquartered in New Zealand with international operations in the UK, France and USA.









| 3 |

International Expansion

Historically, SDL was predominantly a New Zealand digital print and mail house business with some international

software revenue. That position changed in FY2020, when SDL’s international revenue surpassed its New Zealand

revenue for the first time. Total Software & Technology revenue (some of which is revenue billed in New Zealand) as

a proportion of total revenue was around 70%.

The requirement to provide high levels of international customer service for software delivery and support

capability means SDL’s New Zealand technology staff are regularly called upon to provide after-hours support to

overseas customers and the Company’s international staff. Most of the Company’s software development team

are based in New Zealand (two are in the UK and one in the USA). SDL recognises the stress that international

expansion and time zone differences have placed on staff, both in New Zealand and globally, and has actively

increased the number of support, implementation and DevOps staff in the northern hemisphere.

Description and Review of Revenue Streams

SDL Services

SDL Services predominantly provides mail house operations to high-volume postal mail users in the business-to-

consumer sector. DéjarMail has expanded the market for SDL’s print and post service down to the SME (small

to medium enterprise) sector although the Company sells to this market through channel partners. SDL Services

operates leased, high-speed digital colour and monochrome printers. In addition to digital printing, Services also

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

Services revenue also includes Outsourced Services, which encompasses a variety of outsourced functions or

components such as postage, third party offset printing, freight, paper and envelopes. The Company has an access

agreement with NZ Post which provides wholesale rates and bulk mail discounts off NZ Post’s retail rates, subject

to SDL meeting minimum volumes requirements. The profit margins on many of these outsourced components,

especially postage, are slim.

General mail volumes continue to decline albeit at what SDL estimates is a lower rate than the overall market fall;

SDL’s FY2021 mail lodgement volumes declining 8.8%, versus 15.8% the prior year. The Company’s digital print

volumes also fell slightly, declining 3.7%. SDL believes consolidation of mail house capacity is inevitable and is

confident it holds a strong competitive position in the market.

On the digital communications side, SDL’s volume of customer emails rose 7.6%.

Outsourced Services revenue in the following table is a combination of both very low margin postage and the

outsourced printing in the New Zealand operations.

SDL Services Revenue Breakdown FY2021 FY2020 Percentage

(all figures $000) Change

Digital Printing and Document Handling 4,161 4,568 -8.9%

Outsourced Services 6,649 7,450 -10.8%

Total Services Revenue 10,810 12,018 -10.1%

During the year, SDL renewed the lease contract on its print equipment and the Company believes it now has

highly competitive rates for its continuous digital printing equipment. Additionally, one of SDL’s major New Zealand

customers re-tendered its business during FY2021 and the Company re-secured the business for a further three

plus two year term. SDL has also gained business from a medium-sized regional authority that will contribute in

FY2022.









| 4 |

SDL Software & Technology

Two trends continue to drive demand for SDL’s software. First is the digital transformation of communication

channels with the increasing ability for businesses to personalise their customer engagement. Secondly, cost and

efficiency pressures are causing businesses to optimise their communications channels, both digital and print. SDL’s

software platforms provide functionality to deliver on both these trends that may have been accelerated by COVID.

The digital transformation aspect has significant market competition in the purely digital sector, with technology

companies look to help businesses employ more “pull” marketing tactics, drawing people into their brands

with interesting, informative, and engaging content. Communication channels are no longer “one size fits all”;

customers now receive increasingly personalised messaging through multi-media channels. SDL treats each form of

communication – whether a customer email, an invoice or account statement, or a piece of marketing collateral – as

a means to enrich and deepen the personalised relationships that our customers have with their customers.

The second aspect – helping optimise both print and digital communications channels – is one where SDL appears

to have a greater degree of competitive advantage. The Company’s history in mail house, digital printing and

fulfilment means it understands the importance of, and requirements for, data accuracy, timely delivery and cost

efficiency. This is not simply a case of generating, printing and mailing a PDF. There are significant complexities

around personalised document creation and production for specialised, high volume print equipment, coupled with

personalised mail inserts, multi-part and multi-lingual documents, global routing for optimised multi-region printing,

and handling and management of mail returns, along with industry knowledge around optimising mail and logistics

costs. In addition, there are increasing data security and privacy regulations, including data integrity and document

management requirements. Delivering solutions in this domain requires a combination of digital document skills

and specialised global print and mail industry knowledge. SDL’s in-house production experience and how the

Company has coupled this with its in-house development (and in some cases acquisition) of software technology

has produced what it believes is effective technology with few global competitors.

SDL Software has six software engines or platforms that can be linked together in bespoke combinations to

develop customer-specific solutions:

1. Déjar

Déjar is a digital archival system that provides the ability to efficiently store and retrieve electronic documents

created from most formatting tools. Déjar allows users to exactly reproduce the original document and access

these via a browser over the local network or via the Internet. The reproduced document can be printed, faxed or

emailed and Déjar’s security and history features ensure every document created and subsequent access event is

recorded by User ID and date/time stamp.

2. Composer

Composer is SDL’s electronic document creation software. It is flexible and allows customised documents to

be built on the fly, based on information retrieved from databases. Based on templates it automatically creates

templates, documents and letters with dynamic, customised content, formatted to each customer’s requirements.

Composer allows companies to easily standardise corporate documentation formats for all users, including regional

and legal variations. Templates, documents, emails, letters and newsletters created by Composer are automated,

ready to archive, print, publish online, or electronically distribute to customers in one step.

3. Bremy

Bremy is an integrated, multi-channel publishing and distribution solution for businesses across a broad spectrum

of industries. It manages the workflow of digital assets, from document creation and revision, to final email or print-

ready files and distribution through multiple channels, including print, email, web, digital signage and mobile. It









| 5 |

helps streamline and provides integrity to document proofing and integrates with data sources to produce complex

documents such as online or physical catalogues. It also has a Campaign Manager module to assist companies in

creating and managing specific advertising programmes.

4. DéjarMail (POD: Post on Demand)

DéjarMail is a desktop mail management solution which allows customers to route mail correspondence, by file

transfer or web browser portal (Post On Demand), to SDL or any other service provider for printing and delivery via

post or any other medium. This delivers costs savings for smaller businesses and for larger companies’ ad hoc mail.

5. Jupiter

Jupiter is a global print and mail solution that benefits Postal Administrators, senders and recipients, all via

a “Managed Print and Mail Solution”. Jupiter provides a technology platform which links together customer

communication origin points such as ERP, transactional and marketing output with production and fulfilment on a

globally distributed basis. Closely integrated with over 300 service providers globally, customers can use a highly

flexible web service API to achieve simultaneous concurrent fulfilment across five continents, all while retaining

visibility and control of the process via an intuitive and mobile friendly, web portal.

The scope for integration of the SDL product set, particularly DéjarMail Post on Demand, with Jupiter’s global

fulfilment network opens the door to expansion of the markets that SDL’s solutions can apply to.

6. Scantech scanning software

Scantech’s suite of software solutions include scanning applications to digitise physical documents, automated

extraction of data from documents (both physical and digital) including workflows for the processing of this data

and the automation of business processes such as accounts payable and accounts receivable. These are also

integrated into SDL products, such as Déjar for archival and retrieval.

Software & Technology has four broad revenue sources.

The first is as a SaaS (Software as a Service), where customers operate SDL’s software on a pay-as-you-go model.

This is normally by way of a per-document or per-electronic transaction charge and in many cases with a base

monthly fee. SDL will usually host the software on third party hosting infrastructure (such as Amazon Web Services

or Microsoft Azure) and may also archive related data on behalf of the client.

Secondly, the company offers bespoke software development where this is related to a customer using SDL’s

software. An example is a customer requiring a front end, web-based access portal to allow its clients to access

the underlying data being stored or managed by SDL’s software. In general, SDL prefers to provide generic

functionality that covers most customer use situations rather than building overly customer-bespoke infrastructure,

as this allows better ongoing management of SDL’s software base by mitigating excess complexity and the risk of

“technical debt”.

The third is the provision of programming, consulting, end-customer onboarding, business analysis and design

services that help clients to manage essential and marketing communications both physical and electronic.

The fourth is a total communications solution. This includes SDL providing print and mail/logistics through third

party partners that may not be in the same country as the customer. In this economic model, SDL does not usually

disaggregate software and services, but prices an integrated communications solution for the customer.

Software encompasses all international and New Zealand software revenue. It includes Déjar revenue in New

Zealand for digital document archival and management for SDL Services’ customers.









| 6 |

SDL continues to invest in its software IP and current efforts are mainly focussed on functional development and

tighter integration amongst product platform engines. A number of the Company’s software products have been

developed in-house (e.g. DéjarMail Post-on-Demand) while others such as the Jupiter global distributed print

platform have been acquired. As SDL’s international expansion relies on channel partners, having these products

more closely integrated and easier to use by third parties is an increasing requirement as well as enabling SDL to

scale more effectively.

SDL has been assisted in its American growth initiative by a market development grant from NZ Trade and

Enterprise (“NZTE”) that contributed towards the costs of expansion. The NZTE grant was fully utilised during

FY2021. SDL appreciates the financial and market assistance it has received from NZTE.

Software & Technology generated revenue of $24.64 million in FY2021, an increase of 11.9% on the prior year’s

revenue of $22.01 million despite significant decline in UK revenues due to COVID. This growth was from several

sources including incremental revenue from a large multinational organisation that SDL secured around two years

ago (the bulk of the revenue from this client is from underlying print and logistics activity) plus a large US-based

multinational corporation that is progressively rolling out SDL’s Post on Demand and Jupiter platforms globally,

including incremental business as it transfers clients across to SDL. Mid-sized clients in the financial services sector

contributed strongly to US growth, while the UK continued to be COVID restrained (UK revenues in FY2021

declined approximately 50% on the prior year).

Financial Performance

SDL’s growth in revenue and earnings over FY2021 resulted from ongoing expansion of its international business,

predominantly in the US. The New Zealand business continued to struggle for revenue growth from the ongoing

structural decline in volumes and pricing pressure resulting from excess industry capacity, but remains sustainably

profitable.

Cost pressures offset the revenue growth and held Gross Profit flat on the prior year, with the modest increase in

SG&A reducing EBITDA by 3.2% to $4.21 million.

Summary Financial Performance FY2021 FY2020 Percentage

(all figures $000) Change

Total Revenue 35,445 34,030 4.2%

Less: Cost of Goods Sold 21,954 20,571 6.7%

Gross Profit 13,491 13,459 0.2%

Gross Margin (%) 38.1% 39.6%

Less: Selling, General & Admin (SG&A) 9,277 9,105 1.9%

EBITDA 4,214 4,354 -3.2%

EBITDA margin (%) 12.8% 12.8%

Depreciation 1,156 1,151 0.4%

Amortisation 283 330 -14.2%

EBIT 2,775 2,873 -3.4%

Net Interest 70 92 -23.9%

Income Tax 671 915 -26.7%

Net Profit after Tax 2,034 1,866 9.0%

Tax rate 24.8% 32.9%









| 7 |

Note that the prior FY2020 result contained two material one-off items that produced a net gain after tax of $0.23

million. Deducting this from reported earnings produces a normalised profit (note this is a non-GAAP measure)

of $1.63 million, which the Directors believe provides a more accurate picture of how the Company’s underlying

operations performed. Part of the FY2020 one-off gain was from foreign exchange hedging that assisted the Gross

Profit and this largely explains the 150 basis point decline in Gross Margin in FY2021.

The following table highlights first and second half performance for the last two financial years.

SDL Half Financial Years 2H 2H Percent 1H 1H Percent

(all figures $000) FY2021 FY2020 Change FY2021 FY2020 Change

Total Revenue 16,923 18,245 -7.2% 18,522 15,785 17.3%

EBITDA 1,369 2,938 -53.4% 2,845 1,416 100.9%

EBITDA margin 8.1% 16.1% 15.4% 9.0%

Tax rate 9.9% 36.1% 29.5% 21.2%

Balance Sheet, Liquidity and Debt

SDL closed the year with net cash (i.e. cash net of interest bearing debt) on hand on $4.71 million (FY2020 $5.01

million). Note that this net cash figure excludes Right to Use Liabilities arising from the new Lease Accounting

standard; these liabilities are approximately offset by Right to Use Assets. As previously noted, the year-end cash

position is abnormally high from unusually favourable timing of year-end debtor and creditor (creditors are also

elevated at year end) cash flows, along with prepayment of (very low margin) postage by some clients (totalling

around $1.2 million). Given the increase in global health and macroeconomic risks the Directors intend retaining a

prudent approach to balance sheet management.

The Company maintains an overdraft arrangement from ANZ Bank with a $200,000 limit. This was unused during

FY2021.

Selected Balance Sheet and Cashflow Figures FY2021 FY2020 Change

(all figures $000)


Net Cash/(Debt & Borrowings) 4,713 5,012 -299

Non-Current Assets 1,816 2,310 -494

Right of Use Assets 1,210 1,406 -196

Net Other Assets/(Liabilities) (1,458) (2,304) 846

Right of Use Liabilities (1,346) (1,531) 185

Net Assets 4,935 4,893 42

Cashflow from Trading 2,372 2,292 80

Movement in Working Capital 236 3,474 -3,238

Cash Inflow from Operations 2,608 5,766 -3,158

Cash dividends paid 1,903 732 1,171

Capital expenditure for the year was modest at $0.749m, mainly for Right of Use Assets on capitalisation of a new

three year lease to update the New Zealand digital print production platform.

Net assets were broadly flat over the year. Net assets includes intangible assets of around $1.31 million of which

the bulk ($1.06 million) is goodwill and subject to an annual impairment test. The balance of intangibles represents

software and customer contracts from acquisitions which are being amortised.









| 8 |

SDL operates with a largely neutral working capital balance although international expansion and larger “lumpier”

contracts means month-to-month and intra-month cash flow movements have wider fluctuations. The Directors

intend to maintain sufficient liquidity reserves to manage these short-term fluctuations.

Taxation and Dividends

SDL pays full New Zealand tax on locally generated earnings. The international business in FY2021 was able to

utilise some foreign tax losses from the prior year and this lowered the overall tax rate to 24.8% versus 32.9% the

prior year.

The Company’s US business is profitable after new business growth during the prior FY2020 saw the full utilisation

of remaining US tax losses. A portion of amortisation of acquired intangibles (relating to customer contracts and

some of the acquired software) is not tax deductible and this will bias the reported tax rate slightly upwards until

these are fully written off.

The Directors reiterate that SDL intends to pay dividends only to the extent that it can fully impute them and

also subject to the Company not experiencing any one-off requirements for abnormal capital expenditure or any

significant acquisition or investment activity.

Earnings and Dividends per Share FY2021 FY2020 Change

(all figures $000)


Shares on Issue (‘000) 14,640 14,640 0.0%

Reported Earnings per Share (cents) 13.89 12.75 9.0%

Dividend per Share (cents) 11.0 9.0 22.2.%

Dividend Proportion Imputed 100.0% 100.0%

Dividend Payout ratio 79.2% 70.6%

Dividend Payout ratio on NPATA 72.0% 62.6%

The final dividend of 4.0 cents per share is fully imputed and will be paid on 1 October 2021 (expected ex-date of

16 September 2021).

The number of shares on issue remained flat over the year. The Company operates an employee share option plan

(ESOP) for key staff. At year end there were four staff members in this plan with the right to 360,000 shares.

Risk Factors

The physical mail market in New Zealand is continuing its volume decline trend, especially for transactional mail

such as statements and bills. This has been exacerbated by COVID-19 increasing the emphasis towards electronic

communications and the Company believes it is placing further pressure on what is excess printing capacity in the

New Zealand mail house sector. Direct mail/marketing volumes have been more robust and SDL estimates have

shown modest to little decline. Anecdotal industry feedback suggests some industry participants are operating

at low levels of capacity utilisation. This is likely to force industry consolidation at some stage, although industry-

wide pricing and margin pressure may exacerbate before this eventuates. This risk to SDL is partly mitigated by the

Company’s ability to add value through its technology offerings. The Company has several key domestic contracts

that, if lost, could place material pressure on local profitability although much of this is under medium-term contract

(and SDL renewed a major print and mail contract for a multi-year term during FY2021). While SDL expects that

consolidation in the New Zealand print market is inevitable, and has held industry rationalisation discussions with

other participants in the print sector, the Company will not participate unless there is clear value enhancement for

shareholders.









| 9 |

SDL’s top five customers (both domestic and international) provided 49.5% of the Company’s revenue in FY2021

with the largest customer accounting for 28.7% of revenue. Loss of one or more of those customers would cause

financial results to differ materially from those outlined in the FY2022 Outlook section below.

The Company’s software provides critical document management, distributed print, and storage functions for its

clients. SDL needs to ensure it continues to maintain appropriate levels of software development quality control

and sufficient, well-trained staff for software delivery and support. Cyber and data security is a known high risk

area The Company regularly reviews its IT and data security arrangements with external advisors.

The Company operates a single site facility for its New Zealand print and mail house production, with an offsite for

data and server backup. The Directors are conscious of the operational risk a single site implies for digital imaging

and mail house operations. SDL has a reciprocal disaster recovery (“DR”) plan with another printer, as well as

backup capability with a division of its major print equipment supplier.

The Company mainly relies on distribution channel partners to market its software products into the UK, Europe

and the US. This means SDL has little or no contact with many of the end user customers of its products. While

these channel partner arrangements are currently stable there is not guarantee these arrangements will continue.

SDL will continue to ensure its software meets channel partner requirements. The Company has invested in a

limited number of sales people in the UK/Europe and the US.

SDL reiterates comments from the “Effects of COVID-19” section above. At present, the Company sees ongoing

growth from recent customer and contract wins as sufficient to support future growth expectations. However,

the global environment (both in health and economic terms) remains extremely uncertain and this could materially

affect SDL in unforeseen ways.

FY2022 Outlook

SDL confirms previously providing guidance for FY2022 reported net profit of around $2.5 million. This guidance

assumes growth rates in North America continue and some recovery in UK volumes during the second half of the

financial year as that economy begins to normalise from the effects of COVID-19.

The Company expects some customers to continue seeing reduced physical communication volumes, especially

those involved in developing markets, and this will remain a drag on earnings during FY2022. Some costs, especially

in various areas of technology, continue to see pressure and skill shortages; these factors are not expected to abate

during FY2022. The Company has invested significantly in personnel in recent years (both in New Zealand and

internationally) and the skills and staff now in place should be capable of supporting a step change in growth. SDL

expects sufficient organic growth, coupled with growth in business from new and recent customers, to more than

offset the COVID drag and increased cost structure.

Significant volatility remains possible in the range of earnings outcomes for FY2022. The Directors continue to

monitor the world health and macroeconomic outlooks for risk. COVID has made international sales a slower and

more complex process, however, SDL has the software platforms and customer support infrastructure to maintain

growth momentum.









| 10 |

Management Discussion

and Analysis

FY2021 Result Overview

Solution Dynamics Limited (“SDL” or “Company”) recorded a net profit after tax of $2.03 million for FY2021, a 9.0%

gain on $1.87 million in the prior FY2020 year. As noted in the FY2020 Annual Report, the prior year profit included

a net after tax gain of $0.23 million that is one-off in nature, so the normalised prior period profit for comparative

purposes is $1.63 million, meaning the FY2021 gain in earnings on this adjusted basis is 24.5%. The trend of growth

in international business from SDL’s Software & Technology platforms continues although FY2021 revenue growth

was limited to 11.9% almost solely the result of COVID-19. COVID caused a full year slump in UK revenues in

particular, with volumes in developing markets also constrained. This revenue pressure, combined with onboarding of

larger new customers, required additional IT development and support resources which saw Cost of Goods Sold rise

by 6.7% and Selling, General & Administration (“SG&A”) expenses increase again, although the FY2021 SG&A rise

was a more modest 1.9% versus the substantial rise of 47.5% the prior year.

Cash flow from operations was $2.61 million (FY2020 $5.77 million) and the net cash position at year end was $4.71

million (FY2020 $5.01 million). Part of the year-end cash position represents prepayment of postage by some clients

(around $1.2 million).

The directors have declared a final dividend of 4.0 cents per share (FY2020 6.0 cents) fully imputed, bringing total

dividends for FY2021 of 11.0 cents per share (FY2020 9.0 cents).

Effects of COVID-19

SDL has continued its COVID-19 monitoring and safety policies, aimed at ensuring the Company’s staff remained

safe. This includes the use of segregated teams as required, significant levels of working from home for non-

production staff, health monitoring, and controlled facility access. These have helped ensure no SDL staff member

has been infected by COVID-19 to date. These measures will likely remain in place until a vaccine is widely

implemented in New Zealand and proven to be effective, and some such as working from home are likely to become

a normal part of workplace practice. The Company deeply appreciates the efforts and cooperation by staff in their

flexibility, assistance and compliance with health requirements, and thanks them for perseverance and maintaining

morale in difficult operating circumstances.

It is difficult to accurately assess the financial impact of COVID-19 on SLD’s FY2021 financial result. The largest

effects were on volumes in the UK where SDL’s customers had significantly lower activity for the financial year (in

some cases down around 80%). Additionally, a large customer with international activities that has sizeable activity in

developing markets, was forced to scale back operations in many countries, reducing processing volumes. Less easily

measurable was the lack of direct sales activity in the US particularly. The Company’s best estimate is that COVID

reduced revenues by – very approximately – around 10-12%.

Some modest costs savings continued, with travel remaining near zero. However, COVID appears to be a factor in the

shortage of skills across the technology sector, adding cost pressures that are continuing in FY2022.

As noted in last year’s Annual Report, an SDL director, Mr Elmar Toime, has significant experience in the global

mail and logistics markets (former CEO of NZ Post, former Deputy Executive Chair of the Royal Mail Group, was

a Supervisory Board member of Deutsche Post DHL, and is a non-executive director of Qatar Post). He provided

specialised mail and logistics consulting advice to the Company during the COVID-19 period along with additional

support to SDL’s northern hemisphere operations during a period when travel from New Zealand has not been

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