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Gentrack Annual Report 2022

Annual Report19 December 2022GTKInformation Technology

Gentrack
Group Limited

Annual

Report

2022

Contents
Contents | 2

Chairman and CEO’s commentary 3

Gentrack Board of Directors 6

Business update 10

Our people and our planet 16

Financial statements 20

Corporate governance 59

Corporate directory 74

Chairman and CEO’s
commentary

The fiscal year 2022 has been a

successful year for Gentrack with

progress on a number of fronts. Across

both Utilities and Airports (Veovo), we

won several new customers and are

successfully expanding into larger

customers in line with our strategy.

Finally, our peoples’ pride and

engagement is strong and continues

to improve – helping us to deliver great

results across our customer programs.

Financial performance

Strong revenue results were driven by a

21.6% increase in the Utilities business

to $108.2m. This impressive growth was

achieved against the backdrop of UK

insolvencies at the start of the year in

the B2C energy market. Our underlying

growth, excluding those insolvencies

was 24.3%. Veovo’s annual recurring

revenue continued to grow up 9.2%

over FY21, underpinning total Veovo

revenue growth of 7.9% to $18.1m.

EBITDA performance was $8.1m, $4.6m

lower than FY21 after funding our

planned increase in strategic R&D

spend alongside growing our Sales &

Marketing base and investment in our

people capability.

Our cash position improved against

the backdrop of business growth,

which allowed us to both invest in our

products and our people and generate

cash in the year. Net cash at $27.4m on

30 September 2022 was $1.4m higher

than the prior year.

In light of the NPAT loss, the Board has

decided not to pay a dividend.

Chairman and CEO's commentary | 3

Revenue: $126.3m

Up 19.5% on FY21

Cash: $27.4m

up $1.4m over FY21

Statutory NPAT: ($3.3m)

loss v $3.2m profit in FY21

Business growth

FY22 has reinforced Gentrack’s

increasing win rate and innovation with

existing customers. We secured 6 new

logos in our Utilities business including

Mercury, now New Zealand’s largest

energy supplier, who chose to integrate

their newly acquired Trustpower

business onto the Gentrack platform

to grow their multi-segment business

and achieve market leading operational

metrics. We see growth opportunities

in Australia, New Zealand and the UK

across both the water and energy

sectors.

EBITDA: $8.1m

down $4.6m in line with

guidance and tech investment

g2.0 launched: our

technology stack modernised

as cloud native

No dividend payable

Looking forward, we plan to expand
beyond these core geographies and

have launched our 50 in 15 program;

the first big step towards our global

leadership by striving to service 50

million meter points in 15 countries.

During the year we secured a major

new customer in Singapore which is an

example of the progress we are making

in growing our pipeline in the wider

APAC region. Alongside Asia, we will

focus on expanding out into EMEA from

our UK base.

Our Veovo business has consistently

grown its recurring revenue across

the aviation downturn. In the period

we won Avinor's (Norway) nationwide

Prediction and Forecasting platform

as well as expanded our scope with

Tier one airports in US, Europe, Hong

Kong and Australia. This reinforces our

success in selling to, and servicing, the

larger airports and airport groups which

are our key growth target.

Our technology and

delivery capabilities

In September 2022, we launched

our new composable, cloud based,

technology stack, g2.0. This is a key

milestone for our Utilities business

and brings together three technology

leaders; Gentrack, Salesforce and AWS,

to create a modern next generation

platform. This will allow our existing

customers the opportunity to benefit

from greater flexibility and innovation

and positions us well to win and service

new Tier one and Tier two operators.

At Veovo, our investments during the

pandemic in ‘Airport 4.0’ technology

brings cloud based, AI powered

forecasting and intelligent automation.

These investments are showing

positive signs in both new customer

pipeline and upsells at existing

customers.

Supplementing great software with

capable service delivery is key to

success. We have continued to

demonstrate our capability as a

transformation powerhouse which

provides us with a strong competitive

edge. For example, the consolidation of

nPower’s and E.ON’s I&C business onto

our platform during the year was one

of the largest business transformations

in the industry. We have successful

transformation programs underway

in all of our core markets helping our

customers modernise their technology

and work in a much more agile and

automated manner. Similarly, at Veovo

we have moved all of our passenger

predictability customers to the cloud.

Market dynamics

Both water and energy are essential

services which should be less impacted

in the event of a global economic

downturn. Meanwhile, sustainability

targets for energy and water are still in

effect and are driving an increasingly

accelerating trend of IT and business

transformations in the sector which will

benefit Gentrack.

Chairman and CEO's commentary | 4

Chairman and CEO's commentary | 5
The UK government has taken corrective action to stabilise

the UK B2C energy market. We have not seen any further

customer insolvencies since December 2021, and we expect

this market stabilisation will continue. Bulb, which was placed

into special administration in December, remains a customer,

although the government run process to sell this business looks

closer to completion. We have supported the administrators of Bulb

throughout the year including adding additional services from our

Managed Services offering.

The aviation sector is now seeing passenger numbers and travel

demand returning. We see signs that this recovery will result in new

business as airports seek to invest in ways to improve efficiency and

service and catch up with pent up IT demand for modernisation.

Inflation is of course an issue for all businesses. We retain a strong focus

on cost control, underpinned by well-constructed contracts that allow

us to reflect inflation impacts in our pricing.

We are pleased with the progress made in the year, on sales, on delivering

customer transformations, on building our people capability and

modernising our technology. The water, energy and airports industries

are in need of transformation and Gentrack is well positioned to capture

the global market opportunity.

We’d like to thank all our customers and shareholders for their

continuing support of Gentrack this year. We’d also like to recognise

the tremendous achievements of the whole Gentrack Team in driving

the renewal of the business this year. We look forward to creating

even more value for our shareholders as we support our customers in

the transformation of their businesses.

Andy Green, CBE

Chairman

Gary Miles

CEO

Gentrack
Board of Directors

Andy Green, CBE

Chair

Andy has an extensive

background in technology

leadership including CEO of Logica,

a £4bn turnover listed IT services

Company, and CEO of BT Global Services,

the enterprise arm of British Telecom. In 2020 Andy was

awarded Commander of the British Empire (CBE) for his

contributions to the Information Technology and British

Space Industries. His passion to transform the industry to

support sustainable water and energy resources is further

demonstrated by his roles as the Chair of WaterAid UK and

as a UK National Infrastructure Commissioner. Spending

time in both Australia and the UK, he contributes both

a local presence and global perspective to Gentrack’s

customers and shareholders.

Andy is also the Chair of Lowell Group, a Permira backed

credit management company, Senior Independent

Director at Airtel Africa, and Non-Executive Director at

Link Administration Holdings, an ASX listed provider of

financial administration services.

Gentrack Board of Directors | 6

Fiona Oliver
Non-Executive

Director

Fiona is an

experienced Director

and Board Audit

Committee Chair. Her

current, active board roles include

being a Director of Freightways

Limited (NZX), Kingfish Limited,

Barramundi Limited and Marlin Global

Limited and Director and Audit

Committee Chair of the First Gas Group

companies. Fiona is also a director of

New Zealand Water Polo.

Fiona was formerly a Director and

Board Audit Committee Chair of Tilt

Renewables Limited (NZX/ASX) and

BNZ Life Insurance Limited and BNZ

Life Services Limited, Chair of Vinta

Funds Management Limited, and a

Director of Augusta Limited (NZX),

Public Trust and the National

Provident Fund.

Fiona has

Executive

level leadership

experience in asset

management, funds

management and private

equity, including holding

the roles of Chief Operating

Officer of BT Funds

Management (NZ), Westpac’s

investment arm, and General

Manager, Wealth Management

for AMP NZ. Fiona also managed

the Risk and Operations function

of AMP’s Sydney and (owned at

the time) London based Private

Capital division. Fiona has specialist

knowledge of investments and the

capital markets. Fiona received the

New Zealand Shareholders Association

Beacon Award in 2021.

Fiona holds degrees in Law and Arts

from the University of Auckland

and is a qualified Solicitor in New

Zealand, New South Wales and

England. Prior to her management

career, Fiona practiced as a corporate

and commercial lawyer at a senior

level in Auckland, Sydney and

London, specialising in mergers and

acquisitions.

Gentrack Board of Directors | 7

Stewart Sherriff
Non-Executive

Director

Stewart Sherriff was

appointed CEO of

New Zealand mobile

challenger 2degrees in

August 2013, having served as the

company’s Chairman for the previous

4 years, and interim CEO since April 1st,

a position he held until he retired in

June 2019. He remains on the Board of

2degrees as a Non-Executive Director.

Born in Scotland, Stewart began his 44-

year career in telecommunications with

British Telecom. He left the UK in 1984

to progress an international career,

working in 20 countries for various

Telcos. Stewart has learned mobile from

the ground up, starting as a technician,

progressing to a system specialist, field

services manager, BSS specialist and

senior engineer before entering senior

management as Head of Operations for

Hong Kong Operator Smartone.

In 1997 he became CTO at mobile

pioneer Western Wireless International,

with responsibility for IT, Engineering,

Marketing, Customer Care and

Technical operations. Six years later,

Stewart was seconded as CEO of

Meteor, Ireland’s third entrant mobile

operator. Under his leadership, Meteor

became a successful third player

challenging Vodafone and O2.

In 2006 he re-joined Western Wireless

founders John Stanton and Brad

Horwitz at Trilogy International

Partners. As CTO he oversaw Trilogy’s

operations in Bolivia, Haiti, Dominican

Republic and New Zealand.

Prior to chairing 2degrees, Stewart

Chaired Vega Slovenia was Vice

Chairman of Telering Austria and served

on the boards of Vipnet Croatia, Voila

Haiti, Neuvatel Bolivia and jNetX USA.

Nick Luckock

Non-Executive

Director

Nick has extensive

investment

experience focusing on

the technology industry.

He has deep experience across a

number of significant organisations

in the business services, financial

processing and technology sectors

and was most recently a Partner at

Hg, which previously had invested

in Gentrack.

He has served as a Non-Executive

Director at a variety of companies

including Achilles (UK), JLA (UK),

Radius Worldwide (US), Paycorp

Group (Pty) Ltd (South Africa), XP

Investimentos (Brazil) and AGS

Transact Technologies Ltd (India).

Nick completed an MBA with

Distinction at INSEAD and a Bachelor

of Commerce and Arts from the

University of Melbourne.

Gentrack Board of Directors | 8

Gary Miles
CEO

Gary joined Gentrack

in October 2020

following an extensive

international career in

enterprise technology

innovation and cloud capabilities,

including serving on the leadership

team of Amdocs (NASDAQ:DOX), a

provider of cloud business software

and services to the communications

industry. At Amdocs he served as Chief

Marketing Officer and prior to this role,

was Division President and CTO, leading

strategy development, building the

product portfolio and sales organisation

as well as overseeing Amdocs’

digital services, big data and mobile

engagement divisions.

He has also founded and successfully

scaled several technology companies

including jNetX, a next-generation

intelligent network platform for

communication service providers, prior

to its acquisition by Amdocs in 2009.

Gary is based in London.

Darc Rasmussen

Non-Executive

Director

Darc is a seasoned

enterprise software

professional with

over 25 years’ experience

successfully building and growing

Software as a Service (SaaS) and

Cloud based businesses across global

markets. Darc has spent his career

working and living in Europe, the USA

and Asia/Pacific, growing public and

private companies including Infor,

SAP, IntraPower (Trusted Cloud) and

Integrated Research (ASX:IRI).

Darc led the SAP (NYSE:SAP) global CRM

Line of Business, building it from start-

up to total annual revenues of US$1.5

billion, establishing SAP as the global

leader in the CRM market. He was CEO

at Integrated Research (ASX:IRI) and

led the company through a whole of

business transformation strategy that

delivered 70%+ growth in Revenue and

Profits along with a 4x+ growth in the

company’s market capitalisation.

During Darc’s tenure as CEO at IR he led

the development and execution of a

product and go to market strategy that

won IR the distinction of Gartner “Cool

Vendor” and established the company

as the global market leader in the

Unified Communications Performance

Management market. Darc is currently

a Non-Executive Director on the Board

of Objective Corporation (ASX:OCL) and

Gentrack (ASX:GTK).

Gentrack Board of Directors | 9

Despite the impact of a number of
our UK B2C customers going through

the Supplier of Last Resort insolvency

process, we have seen continued

high growth in the UK. In addition to

a strong base of B2C customers, we

are the leader in B2B energy and have

now transitioned more than 90% of

our UK customers onto the cloud to

support their need for agility and

flexibility such as flex contracts. In

this dynamic market our customers

are focusing increasingly on customer

experience, and we have supported

several customers such as Yu Energy,

Engie and others as they embrace the

Salesforce Energy & Utilities cloud to

deliver this.

We have also supported UK market

consolidation with the completion

of one of the largest business

transformations in the industry with

E.ON and npower consolidating onto

our single platform. The newly formed

npower Business Solutions (nBS)

now supplies 33TWh of electricity

and 11TWh gas to British businesses.

At a time when our industry is

facing mounting cost pressures, the

consolidation of the two businesses

puts nBS in a great position to offer

flexible energy solutions and help

British businesses on the complex

road to net zero.

Our Energy Business

Worldwide the energy market is

in an exciting state of transition,

with an increase in the urgency

and importance of the move to low

carbon energy. This brings enormous

opportunity to both retailers and

vertically integrated energy providers.

Across the industry the pace of

transformation is significantly

increasing as changing commercial

and operating models drive the need

for innovation. Our customers are

embracing and leading this transition,

moving along an innovation highway

from offering familiar services such as

relatively static fixed and flex tariffing

to more complex offerings such as

dynamic time of use, multi-brand and

multi-play and low carbon energy

solutions such as solar home bundles.

Gentrack operates in the most

advanced and dynamic markets on the

planet: the world looks at the UK and

Australia to learn and evolve. The UK

is a highly competitive and innovative

market where competition on the

vendor and retailer side has served to

strengthen our core proposition. In

Australia, 30% of domestic properties

now have solar panels on the roof,

while the number of installed batteries

is predicted to continue to rise.

Australia’s high growth in solar and

batteries is due to the favourable

subsidies which have been offered

and regulatory frameworks which

have allowed suppliers to branch out

their offerings to become appealing

to consumers, particularly those

propositions which have addressed the

major barrier of the upfront cost

of these low carbon home systems.

Completing one of the industry's

most significant transformations,

has provided a platform for

npower Business Solutions (nBS)

to lead British businesses on the

road to net zero.

Business update | 10

Business

update

Australia is our fastest growing market
and is leading the way in the transition

to low carbon assets for businesses

and the home.

Red Energy continues to be the

leading consumer energy brand in

Australia and is running on Gentrack,

while our customer Power and Water

Corporation is responsible for the

infrastructure and service that delivers

power and supplies water in the entire

Northern Territory. Their service area

is 1.3 million km

2

. By comparison, that

is 5 times the area of the entire UK.

We are also proud to partner too

with major B2B players such as Origin

who were first in the country to

offer 5-minute settlement using new

Gentrack technology. There were some

instances of insolvency in this market,

but these did not impact us and we

are not in a high-risk position in this

regard. Overall, we are very excited

about the potential of this market.

In New Zealand we have had a

phenomenal year. In May 2022,

Mercury acquired Trustpower’s retail

arm, creating the biggest energy

retailer in the country. The business

consolidated onto the Gentrack

system used by Trustpower: a robust

multi-play platform supporting

energy and broadband bundles, with

enhanced automation and reduced

cost to serve. And we are proud to be

playing a part in the transformation

of customers such as Pulse Energy:

a 100% community-owned energy

company, supplying electricity,

gas and broadband to customers

throughout New Zealand. We now

support over 50% of the meters in this,

our home market.

Worldwide our customers are looking

to Gentrack to support them as

more regions start to make the shift

to cleantech. Looking for our help

in creating innovative propositions,

ensuring best-in-class customer

service, and managing and using the

exponentially increasing amounts

of data. In Asia, we recently led a

consortium of Accenture and Smart

Energy Water to win a contract

from one of Singapore’s large and

established energy retailers to deliver

an enhanced customer experience.

Our success in these markets is pivotal

as we move into our next phase of

global expansion.

Business update | 11

Globally our customers are looking

for our support to accelerate

the move to cleantech and offer

consumers truly innovative

propositions.

Business
update

Our Water Business

The need to act sustainably and

responsibly in order to preserve what

is our single most precious resource is

more urgent than ever. IT systems for

the regulated water market have been

underinvested in for decades with

many now reaching end of life. These

systems are not cost competitive

and do not provide good customer

experience or the ability to innovate.

In many markets, as we find ourselves

dealing with drought more regularly

and severely, the need for systems

that can support faster-to-react and

even pro-active solutions such as the

adoption of smart metering is critical.

Likewise, Covid has highlighted the

need to work closely and effectively

with customers, and the lack of

flexibility current systems provide

around managing consumer debt.

Reducing opex to service utilities’ debt

is becoming more and more important

as inflation increases and interest rates

rise. The water industry urgently needs

to transform.

In the UK we provide business-critical

solutions and systems to more than

50% of the non-household water

market and see great opportunity to

work with companies in the regulated

household segment; we have recently

established a team to explore this

potential. Our water customers are

looking to run a lean, efficient and

data driven customer, supply and

networks focused business – one

which understands the measures that

turn statements of intent into action

and results.

Leading the way with one of our

key UK customers, we combined our

extensive experience with AWS to

deliver a seamless transition of >200k

business customers to an innovative

cloud-based solution. This has enabled

the water utility to operate effectively

and focus on delivering brilliant

customer service at the lowest cost

to serve. Across the whole UK we now

support more than 500k business

customers.

In Australia, as focus moves from

water as part of the property to

becoming more customer-centric, our

partnership with Salesforce means

we are well placed to help lead this

change. We currently support 6 of the

12 leading water suppliers and have a

strong pipeline for growth.

In New Zealand water is largely

unmetered throughout the country

and this needs to change. Many

systems in use today will not be fit for

purpose, while Gentrack’s experience

of metered markets means we are well

placed to support this transformation.

Business update | 12

As our most precious resource,

the need to innovate and excel at

customer experience in the water

industry has never been more vital.

Our Utility Partners
We see partnership as both an

important route to market and a way

to strengthen our offering. Our new

partnership with Tata Consultancy

Services will play a key role in

giving visibility of transformation

opportunities worldwide for both

energy and water, whilst our new

partnership with Salesforce means we

can offer our customers the world’s

leading CRM as part of our

g2.0 solution.

Business update | 13

Specialist Distributed
Energy Management module

to support VPPs

Ability to create innovative

new propositions for the

end consumer

A focus on reducing

cost-to-serve through

automation

Cloud native

A world-class customer

experience with

Salesforce CRM

Modern composable

architecture

Our g2.0 solution

Our recently released g2.0 solution will

underpin our growth in both energy

and water.

This feature-rich solution has been

developed with our 5,000 person

years of experience gained across

a base of more than 50 customers.

It puts Gentrack in a strong position

to support our customers with some

compelling features designed to

address energy supplier challenges.

With the leading technology of g2.0

and a strong culture of one global

team, Gentrack is well positioned to

use our expertise and experience

from around the world to help the

most progressive energy suppliers

transform for the sustainable era.

99.99%

platform

availability

ISO27001

/ SOC 2

certified

Multi-play

B2B & B2C

solution

Distributed

energy

management

Functional

Operational

World’s

leading CRM

Cloud

native

AI & Data

model driven

outcomes

Automated for

lowest CTS

Tested to 15M

meter points

Composable

plug & play

architecture

Business update | 14

Our
Aviation

Business

2022 has seen the

recovery of the

aviation industry.

Passengers have

returned quicker than

expected, and travel

demand is strong – air traffic is now

at 75% of 2019 levels. This is driving

the prioritisation of digital initiatives

as airports seek to improve efficiency,

lower costs and improve services.

For Veovo, this has led to a significant

uptick in activities. In 2022 we signed

a landmark contract with Avinor, the

operator of Norway’s 43 airports, for

one of the industry’s most innovative

and comprehensive machine-learning

programs. We secured platform

upgrades and support extensions with

major customers in all geographies. We

also signed our first managed service

contract with a Tier 1 airport and, in

the wider travel sector, won our first

major European railway station.

As a result, our recurring revenues

have increased by more than 12%.

At the same time, we

continue to invest in

our technology to

deliver the “Airport

4.0” capabilities

that will underpin

optimal airport

performance. This

includes ensuring

that our entire

portfolio is cloud-

ready and building

AI-powered forecasting

and intelligent

automation into our airport

operations, revenue and

people flow products.

We expect the momentum of FY22

to increase into FY23 and FY24. We

enter the year with a strong backlog

of upgrade projects to our new-

generation operations platform

and a strengthening pipeline of

opportunities as airports restart their

capital programmes.

James Williamson

CEO, Veovo

Our Aviation Business | 15

our planet
Our people and

As a transformational powerhouse,

Gentrack is ultimately powered by its

amazing people who demonstrate our

three values in all that they do:

• Respect for each other

• Respect for our customers

• Respect for the planet

Our global strategy remains focused

on understanding and enabling our

people to deliver their best. We have

open dialogue and have, as a company,

built our people strategy together to

ensure that people are at the heart

and start of all that we do. We believe

in a sustainable future and sustainable

organisation and therefore focus on all

elements of the employee lifecycle to

enhance, amplify and enable

our culture.

Frances Caldwell

Chief People Officer

Our people and our planet | 16

UK Annual Global Conference 2022

Talent attraction,
learning and

engagement

We are continuing to grow as an

organisation and welcome new

Gentrackers to support our increasing

customer demand and global

expansion with a further 14% people

growth in FY2022 and a resourcing

strategy to enable continued double

digit people growth in FY2023. In

addition, we have expanded in key

locations with Gentrack India and other

European and Asian countries coming

online as part of our global team.

Our brand, range of opportunities and

global expansion is providing the best

opportunities for our people – we have

invested heavily in tailoring our learning

programs, with coaching programs and

bespoke workshops to connect and

collaborate.

Our biannual engagement survey

creates the opportunity for dialogue

around our engagement drivers and

ensures any investment we take;

we take together as one team that

plays to win. In one year, we have

witnessed an unprecedented uplift

in our ‘highly engaged' and ‘engaged'

scores globally, as well a downturn in

employee turnover.


At the core of our engagement

strategies is creating the opportunities

for dialogue – listening and learning

from one another and connecting

on our global scale. Our global

conferences at half year give us a

unique opportunity to collaborate,

engage and focus on our shared people

agenda as a result.

Reward and

recognition

We believe in reinvesting our success

to our people, and after a highly

successful year we have been able to

reward our top performers with market

aligned compensation with motivating

variable reward. We believe in utilising

our talent planning approaches to

ensure recognition and our peer-based

global recognition program enables our

Gentrackers to reward and recognise

one another throughout the year for

their performance and behaviours.

Our people and our planet | 17

Our people and our planet | 18
Diversity, inclusion and

wellbeing

We have continued to evolve our

approaches to reflect our hybrid

working and need to connect, learn

and collaborate. Our global program,

Genergy, allows our people to work

in their best way and promotes an

‘extend your weekend’, finishing at 2pm

on a Friday to recharge and renew. We

have recalibrated and enhanced our

offices globally to create energising

and collaborative workspaces and

enhanced benefits such as parental

leave to be market-leading benefits

designed to support, enable and

energise our people.

We continue to empower our local

teams to take a leadership role in

amplifying our inclusive culture and

creating a sense of belonging, which is

the core of our team spirit and culture.

Our planet and

creating a sustainable

organisation

The work that we do is critical in

creating a positive impact on our

planet, and our people are passionate

about not only supporting programs

such as these (e.g. our Virtual Power

plant and battery aligned work) but

also in ensuring our internal approaches

have sustainability at the core.

This year, our people nominated that

our priorities should therefore be on

three main pillars (see below), and

we will continue to focus on building

strategies to positively impact these

areas and our planet as a whole.

Our people remain at the heart and

start of all that we do, ensuring

a sustainable and successful

organisation as a result.

Drive internal

sustainability targets

with clear goals and

objectives as we journey

towards net zero

Implement a Corporate

Social Responsibility

strategy and

programme centred on

reducing plastic use

for cleaner oceans

Build cleantech

technologies to allow

retailers and vertically

integrated energy providers

to support hundreds of

millions of homes and

businesses with more

efficient and cleaner uses

of energy and water

Net

Zero

We believe that cleantech is the way forward and have initiated sustainability

initiatives throughout the company.

Our people and our planet | 19
for our customersfor each other

for the planet

We express our opinions

and take accountability

We are one team,

we play to win

We believe cleantech is

the way forward

Gentrack Group Limited
Financial Statements

For the year ended 30 September 2022

Financial Statements | 20

Independent auditor's report | 21
Independent Auditor’s Report

To the shareholders of Gentrack Group Limited

Opinion

We have audited the financial statements of Gentrack Group Limited and its subsidiaries (together

“the Group”) on pages 27 to 58, which comprise the consolidated statement of financial position of

the Group as at 30 September 2022, and the consolidated statement of comprehensive income,

consolidated statement of changes in equity and consolidated statement of cash flows for the year

then ended of the Group, and the notes to the consolidated financial statements including a

summary of significant accounting policies.

In our opinion, the consolidated financial statements on pages 27 to 58 present fairly, in all material

respects, the consolidated financial position of the Group as at 30 September 2022 and its

consolidated financial performance and cash flows for the year then ended in accordance with New

Zealand Equivalents to International Financial Reporting Standards and International Financial

Reporting Standards.

This report is made solely to the Company’s shareholders, as a body. Our audit has been undertaken

so that we might state to the Company’s shareholders those matters we are required to state to

them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do

not accept or assume responsibility to anyone other than the Company and the Company’s

shareholders, as a body, for our audit work, for this report, or for the opinions we have formed.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand). Our

responsibilities under those standards are further described in the Auditor’s responsibilities for the

audit of the financial statements section of our report.

We 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

we have fulfilled our other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.

Other than in our capacity as auditor we have no relationship with, or interest in, the Company or any

of its subsidiaries. Partners and employees of our firm may deal with the Group on normal terms

within the ordinary course of trading activities of the business of the Group.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in

our audit of the consolidated financial statements of the current year. These matters were addressed

in the context of our audit of the consolidated financial statements as a whole, and in forming our

A member firm of Ernst & Young Global Limited

Independent auditor's report | 22

A member firm of Ernst & Young Global Limited

opinion thereon, but we do not provide a separate opinion on these matters. For each matter below,

our description of how our audit addressed the matter is provided in that context.

We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the

financial statements section of the audit report, including in relation to these matters. Accordingly,

our audit included the performance of procedures designed to respond to our assessment of the risks

of material misstatement of the financial statements. The results of our audit procedures, including

the procedures performed to address the matters below, provide the basis for our audit opinion on the

accompanying consolidated financial statements.

Revenue recognition – software implementation

Why significant How our audit addressed the key audit matter

The Group has reported revenues of $126 million.

The accounting for the portion of revenue related

to software implementation projects of $22

million, which is part of the licences and project

services revenue, requires consideration of the

inherent complexities of software implementation

projects and using estimation. As a result we

consider this a key audit matter.

Revenue from implementation projects is

recognised based on the stage of completion using

either the proportion of actual hours at the

reporting date compared to management

estimates for total forecast hours or with

reference to milestones.

Accurate recording of this revenue is highly

dependent on:

►Detailed knowledge of individual

characteristics of a contract, including its

unique terms, knowledge of the software

and expected length of time to complete

contractual milestones;

►Ongoing adjustments to estimated hours to

complete implementation taking into

consideration changes in scope, estimated

timing and project delays; and

►Changes to total project revenue for

contract variation or additional billing for

changes in scope or additional hours

incurred.

Disclosures in relation to the Group’s revenue are

included in note 3.2 to the consolidated financial

statements.


In obtaining sufficient appropriate audit evidence, we:

►selected a sample of implementation projects

focusing on projects that were in progress at

balance date. For the projects selected, where

relevant, we:

►assessed whether revenue recognised was

consistent with contractual terms and

accounting standard requirements, including

any allocations of contract revenue between

initial license fee, design and implementation,

and maintenance phases of the contracts;

►obtained the project status reports as at 30

September 2022 and considered whether the

project manager had performed a review to

ensure the forecast hours to complete reflect

current expectations;

►recalculated revenue to date based on actual

hours incurred as a percentage of total

forecast hours to ensure revenue was

recognised in line with the project manager’s

estimate; and

►assessed the forecast hours to complete and

project status through discussion with project

managers and senior management, and

challenged significant changes in total

forecast hours post year end to understand if

these should have been reflected in the

forecast as of the year end.

►assessed appropriateness of the deferred revenue

balance at year end by reference to the percentage

of completion of implementation projects; and

►considered the adequacy of the associated

disclosures in the financial statements.

Independent auditor's report | 23

A member firm of Ernst & Young Global Limited

Goodwill and Brand intangible assets’ impairment assessment

Why significant How our audit addressed the key audit matter

The Group’s statement of financial position includes $111

million of goodwill and brand assets at 30 September

2022, which make up 52% of the Group’s total assets.

NZ IAS 36 Impairment of Assets requires goodwill and

intangible assets with indefinite useful lives to be tested

for impairment annually irrespective of whether there are

any indicators of impairment. This assessment requires

judgement including consideration of both internal and

external sources of information.

Goodwill and brands are allocated to two cash generating

units (CGUs), being Utilities and Veovo.

In considering whether goodwill and brands were

impaired, the Group estimated the recoverable amount of

each CGU using a discounted cash flow model and key

assumptions as disclosed in note 5.3 of the financial

statements.


In obtaining sufficient appropriate audit evidence,

we:

assessed the Group’s determination of CGUs

based on our understanding of the nature of

the Group’s business units


►engaged our valuation specialists toassess the

conclusions of the Group in relation to

impairment. In doing so they:


identified a set of comparable companies

and determined the EBITDA and Revenue

multiples relevant to their next financial

year; and


considered the range of publicly available

EBITDA and Revenue multiples to the

multiple level which would result in a

different impairment conclusion for each

of the Group’s CGUs


►considered the Group’s next year revenue and

EBITDA forecasts and challenged whether

these and the assumptions used in assessing

them fell within reasonable ranges


►considered the accuracy of previous Group

forecasts for the next financial period to inform

our evaluation of forecasts included in the

impairment models


►performed sensitivity analysis in relation to the

next year forecast revenue and EBITDA to

consider the potential impact of changes in

these assumptions; and


►evaluated the adequacy of the related financial

statement disclosures.


Information other than the financial statements and auditor’s report

The directors of the Company are responsible for the annual report, which includes information other

than the consolidated financial statements and auditor’s report which is expected to be made available

to us after the date of this auditor’s report.

Our opinion on the consolidated financial statements does not cover the other information and we do

not express any form of assurance conclusion thereon.

Independent auditor's report | 24

A member firm of Ernst & Young Global Limited

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 during the audit, or otherwise

appears to be materially misstated.

When we read the annual report, if we conclude that there is a material misstatement therein, we are

required to communicate the matter to those charged with governance and, if uncorrected, to take

appropriate action to bring the matter to the attention of users for whom our auditor’s report was

prepared.

Directors’ responsibilities for the financial statements

The directors are responsible, on behalf of the entity, for the preparation and fair presentation of the

consolidated financial statements in accordance with New Zealand Equivalents to International

Financial Reporting Standards and International Financial Reporting Standards, and for such internal

control as the directors determine is necessary to enable the preparation of financial statements that

are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible for assessing on

behalf of the entity 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 cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial

statements as a whole are free from material misstatement, whether due to fraud or error, and to

issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,

but is not a guarantee that an audit conducted in accordance with International Standards on Auditing

(New Zealand) 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 at the External Reporting Board’s website: https://www.xrb.govt.nz/standards-for-assurance-

practitioners/auditors-responsibilities/audit-report-1/. This description forms part of our auditor’s

report.

The engagement partner on the audit resulting in this independent auditor’s report is Grant Taylor.





Chartered Accountants

Wellington

28 November 2022

Independent auditor's report | 25
DIRECTORS RESPONSIBILITY STATEMENT

GENTRACK FINANCIAL STATEMENTS / 9

The Directors are required to prepare financial statements for each financial year that present fairly the financial

position of Gentrack Group and its operations and cash flows for that period.

The Directors consider these financial statements have been prepared using accounting policies suitable to Gentrack

Group’s circumstances, which have been consistently applied and supported by reasonable judgements and

estimates, and that all relevant financial reporting and accounting standards have been followed.

The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy, at any

time, the financial position of Gentrack Group and to enable them to ensure that the financial statements comply with

the Companies Act 1993. They are also responsible for safeguarding the assets of Gentrack Group and hence for

taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Board of Directors of Gentrack Group authorised these financial statements for issue on 28 November 2022.

For and on behalf of the Board of Directors:

Andy GreenFiona Oliver

Chairman

Date: 28 November 2022

Director

Date: 28 November 2022

Financial Statements
30 September 2022

Financial Statements | 26

Financial Statements | 27
STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 SEPTEMBER 2022

GENTRACK FINANCIAL STATEMENTS / 11

20222021

SECTIONNZ$000NZ$000

Revenue

3.1,3.2

126,299105,723

Expenditure

3.4

(118,185)(92,996)

Profit before depreciation, amortisation, financing, foreign

exchange gain or loss and tax

8,11412,727

Depreciation and amortisation

3.5

(10,693)(10,864)

(Loss)/Profit before financing, foreign exchange gain or loss and

tax

(2,579)1,863

Net finance (expense)/income and foreign exchange gain or loss

3.6

(878)3,701

(Loss)/Profit before tax(3,457)5,564

Income tax benefit/(expense)

7.1

137(2,375)

(Loss)/Profit attributable to the shareholders of the company(3,320)3,189

OTHER COMPREHENSIVE INCOME

Other comprehensive income that may be reclassified to profit or loss

in subsequent periods (net of tax):

Excess income tax benefit on share-based payments(147)91

Translation of international subsidiaries(881)(4,992)

Total comprehensive loss for the period(4,348)(1,712)

EARNINGS PER SHARE / (LOSS) ATTRIBUTABLE TO THE

SHAREHOLDERS OF THE COMPANY

(EXPRESSED IN DOLLARS PER SHARE)

Basic earnings per share

6.4

($0.03)$0.03

Diluted earnings per share

6.4

($0.03)$0.03

WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES ISSUED

Basic

6.4

99,84098,761

Diluted

6.4

102,404102,637

The above Statement of Comprehensive Income should be read in conjunction with the accompanying notes.

Financial Statements | 28
STATEMENT OF FINANCIAL POSITION

AS AT 30 SEPTEMBER 2022

GENTRACK FINANCIAL STATEMENTS / 12

20222021

SECTION

NZ$000NZ$000

CURRENT ASSETS

Cash and cash equivalents

4.3

27,38725,957

Trade and other receivables

5.1

29,48521,746

Income tax receivable2,74468

Inventory

5.8

395362

Total current assets60,01148,133

NON-CURRENT ASSETS

Property, plant and equipment

5.5

2,2052,683

Lease assets

9.1

8,5608,162

Goodwill

5.2

106,240106,766

Intangibles

5.4

30,79737,698

Deferred tax assets

7.2

5,4785,391

Total non-current assets153,280160,700

Total assets213,291208,833

CURRENT LIABILITIES

Trade payables and accruals

5.6

6,8434,513

Lease liabilities

9.1

1,6751,376

Contract liabilities12,59212,695

GST payable2,6741,931

Employee entitlements

5.7

14,7319,535

Income tax payable-1,322

Total current liabilities38,51531,372

NON-CURRENT LIABILITIES

Lease liabilities

9.1

11,40711,176

Employee entitlements

5.7

562539

Deferred tax liabilities

7.2

2,8993,305

Total non-current liabilities14,86815,020

Total liabilities53,38446,392

Net assets159,908162,441

EQUITY

Share capital

6.1

194,009191,699

Share based payment reserve2,8773,888

Foreign currency translation reserve9091,790

Retained earnings(37,887)(34,936)

Total equity159,908162,441

The above Statement of Financial Position should be read in conjunction with the accompanying notes.

For and on behalf of the Board who authorised these financial statements for issue on 28 November 2022.

Andy GreenFiona Oliver

ChairDirector

Date: 28 November 2022Date: 28 November 2022

Financial Statements | 29
STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 SEPTEMBER 2022

GENTRACK FINANCIAL STATEMENTS / 13

2022

NZ$ 000

SECTION

Balance as at 1 October191,6993,888 (34,936)1,790162,441

--(3,320)-(3,320)

Other comprehensive (loss)/income--(147)(881)(1,028)

--(3,467)(881) (4,348)

TRANSACTION WITH OWNERS

Issue of share capital

6.1, 6.22,310(2,310)-

Accelerated vesting(516)516-

Share-based payments

6.21,815--1,815

Balance at 30 September194,0092,877 (37,887)909159,908

Loss attributable to the

shareholders of the company

Total comprehensive

income/(loss) for the period, net

of tax

S HA RE

CAPITAL

SHARE

BASED

PAYMENT

RETA INED

EARNINGS

TRANSLATION

RESERVE

TOTAL

EQUITY

2021

NZ$ 000

SECTION

Balance as at 1 October191,229699 (38,216)6,782160,494

--3,189-3,189

Other comprehensive income/(loss)--91(4,992)(4,901)

--3,280(4,992)(1,712)

TRANSACTION WITH OWNERS

Issue of share capital

6 .3

470(413)--57

Share-based payments

6 .2

3,602--3,602

Balance at 30 September191,6993,888 (34,936)1,790162,441

Profit attributable to the

shareholders of the company

Total comprehensive income for

the period, net of tax

S HA RE

CAPITAL

SHARE

BASED

PAYMENT

RETA INED

EARNINGS

TRANSLATION

RESERVE

TOTAL

EQUITY

The above Statement of Changes in Equity should be read in conjunction with the accompanying notes.

Financial Statements | 30
STATEMENT OF CASHFLOWS

FOR THE YEAR ENDED 30 SEPTEMBER 2022

GENTRACK FINANCIAL STATEMENTS / 14

20222021

SECT ION

N Z $0 0 0NZ$000

CASH FLOWS FROM OPERATING ACTIVITIES

Receipts from customers118,647103,251

Payments to suppliers and employees(108,557)(85,957)

Income tax paid(4,126)(3,535)

Net cash inflow from operating activities5,96413,759

CASH FLOWS FROM INVESTING ACTIVITIES

Acquisition of property, plant and equipment

5 .5(986)(663)

Proceeds from sale of property, plant and equipment37-

Net cash outflow from investing activities(949)(663)

CASH FLOWS FROM FINANCING ACTIVITIES

Payments for lease liabilities(2,503)(2,678)

Lease liability finance charge*

9.1(732)(814)

Repayment of borrowings-(2,564)

Interest paid(614)(176)

Net cash outflow from financing activities(3,849)(6,232)

Net increase in cash held1,1666,864

Foreign currency translation adjustment264(228)

Cash at beginning of the financial period25,95719,321

Closing cash and cash equivalents27,38725,957

* The lease liability finance charge has been reclassified from operating to financing activities.

The above Statement of Cash Flows should be read in conjunction with the accompanying notes.

Financial Statements | 31
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2022

GENTRACK FINANCIAL STATEMENTS / 15

GENERAL INFORMATIONACCOUNTING POLICESCRITICAL JUDGEMENTS

GENERAL INFORMATION

The notes are consolidated into nine sections. Each section contains an introduction and general information

which is indicated by the symbol above. The layout of these financial statements has been streamlined to

present them in a way that is more intuitive for readers to follow. This is achieved by laying out the accounting policies

and critical judgements alongside the notes and focusing information in a way which provides increased clarity and

ease of understanding.

The first section details general information about Gentrack Group and guidance on how to navigate through the

financial statements.

ACCOUNTING POLICIES

The principal accounting policies adopted in the preparation of these financial statements are set out

throughout the document where they are applicable. These policies have been consistently applied to all

the years presented, unless otherwise stated. Certain comparatives have been updated to ensure consistency with

current year presentation.

Accounting policies are identified by this symbol above.

CRITICAL JUDGEMENTS

The preparation of the financial statements requires management to make judgements, estimates

and assumptions that affect the reported amounts in the financial statements. Management continually

evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue, and

expenses. Management bases its judgements and estimates on historical experience and on various other

factors it believes to be reasonable under the circumstances, the result of which form the basis of the carrying

values for assets and liabilities that are not readily apparent from other sources. Actual results may differ from

these estimates under different assumptions and conditions and may materially affect financial results or the

financial position reported in future periods.

Further details of the nature of these critical judgements and estimates may be found throughout the financial

statements as they are applicable and are identified by this symbol.

Financial Statements | 32
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2022

GENTRACK FINANCIAL STATEMENTS / 16

1.GENERAL INFORMATION

Gentrack Group Limited is a limited liability company, domiciled and incorporated in New Zealand and registered

under the New Zealand Companies Act 1993. The registered office of the Company is 17 Hargreaves Street, St Marys

Bay, Auckland 1011, New Zealand.

The financial statements presented are for Gentrack Group Limited (the parent) and its subsidiaries (Gentrack Group)

for the year ended 30 September 2022. Prior year comparatives are for the year ended 30 September 2021.

The financial statements of Gentrack Group for the year ended 30 September 2022 were authorised for issue in

accordance with a resolution of the directors on 28 November 2022.

Gentrack Group’s principal activity is the development, integration, and support of enterprise billing and customer

management software solutions for the utility (energy and water) and airport industries.

Financial Statements | 33
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2022

GENTRACK FINANCIAL STATEMENTS / 17

2.BASIS OF PREPARATION AND ACCOUNTING POLICIES

This section outlines the legislation and accounting standards which have been followed in the preparation of

the financial statements along with explaining how the information has been consolidated and presented

.

2.1 KEY LEGISLATION AND ACCOUNTING STANDARDS

The financial statements of Gentrack Group have been prepared in accordance with New Zealand Generally

Accepted Accounting Practice (NZ GAAP). They comply with the New Zealand Equivalents to International Financial

Reporting Standards (NZ IFRS) and other applicable Financial Reporting Standards as appropriate to profit-oriented

entities. The financial statements comply with International Financial Reporting Standards (IFRS).

Gentrack Group is a FMC entity for the purposes of the Financial Reporting Act 2013 and Financial Markets Conduct

Act 2013 and is listed on the New Zealand Stock Exchange (NZX) and the Australian Securities Exchange (ASX).

The financial statements have been prepared in accordance with the requirements of the Financial Markets Conduct

Act 2013.

2.2 BASIS OF CONSOLIDATION

Subsidiaries are entities over which Gentrack Group has control. Gentrack Group controls an entity when it is exposed

to, or has rights to, variable returns from its involvement with the entity and can affect those returns through its power

over the entity. In assessing control, potential voting rights that currently are exercisable are considered. Subsidiaries

are fully consolidated from the date that control is transferred to Gentrack Group. They are deconsolidated from the

date that control ceases.

The accounting policies of subsidiaries have been changed when necessary to align them with the policies adopted

by Gentrack Group.

Intra-group balances and any unrealised income and expenses arising from intra-group transactions, are fully

eliminated in preparing the financial statements.

FUNCTIONAL AND PRESENTATION CURRENCY

Items included in the financial statements of each of Gentrack Group’s entities are measured using the currency of the

primary economic environment in which the entity operates (the functional currency). The financial statements are

presented in New Zealand dollars (NZD) which is Gentrack Group’s presentation currency. All financial information

has been presented rounded to the nearest thousand dollars ($000) in the financial statements.

TRANSACTIONS AND BALANCES

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

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

from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies

are recognised in the statement of comprehensive income. Foreign exchange gains and losses are presented in the

statement of comprehensive income within net finance expense.

FOREIGN CURRENCY TRANSLATION RESERVE (FCTR)

Gentrack Group translates the results of its foreign operations from their functional currencies to the presentation

currency using the closing exchange rate at balance date for assets and liabilities and the average monthly exchange

rates for income and expenses. The difference arising from the translation of the statement of financial position at the

closing rates and the statement of comprehensive income at the average rates is recorded within the foreign currency

translation reserve within the statement of changes in equity.

2.3 BUSINESS COMBINATIONS

Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on

which control is transferred to Gentrack Group. Control is the exposure or right to variable returns from involvement with

the entity and the ability to affect those returns through power over the entity.

Gentrack Group recognises the fair value of all identifiable assets, liabilities, and contingent liabilities of the acquired

business. Goodwill is measured as the excess cost of the acquisition over the recognised assets and liabilities. When

the excess is negative (negative goodwill), the amount is recognised immediately in the statement of comprehensive

income.

Financial Statements | 34
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2022

GENTRACK FINANCIAL STATEMENTS / 18

2.3 BUSINESS COMBINATIONS (CONTINUED)

Gentrack Group applies the anticipated acquisition method where it has the right and the obligation to purchase any

remaining non-controlling interest (so-called put/call arrangements). Under the anticipated acquisition method, the

interests of the non-controlling shareholder are derecognised when Gentrack Group’s liability relating to the purchase of

its shares is recognised. The recognition of the financial liability implies that the interests subject to the purchase are

deemed to have been acquired already. Therefore, the corresponding interests are presented as already owned by

Gentrack Group even though legally they are still non-controlling interests. The initial measurement of the fair value of the

financial liability recognised by Gentrack Group forms part of the consideration for the acquisition.

Gentrack Group has not made any acquisitions during the year ended 30 September 2022 or 2021. For details of

acquisitions made in prior years refer to the 2018 Annual Report.

2.4 GROUP INFORMATION

The financial statements include the following subsidiaries:

ENTITYPRINCIPAL ACTIVITY

COUNTRY OF

INCORPORATION

SHAREHOLDING

2022

SHAREHOLDING

2021

Gentrack Group Australia Pty Limited Holding companyAustralia100%100%

Gentrack Pty LimitedSoftware sales and support Australia100%100%

Veovo Holdings (Denmark) ApSHolding companyDenmark100%100%

Veovo A/S (formally Blip Systems

A/S)

Software development sales

and support

Denmark100%100%

CA Plus Limited

Software development sales

and support

Malta100%100%

Veovo Group LimitedHolding companyNew Zealand100%100%

Gentrack Limited

Software development sales

and support

New Zealand100%100%

Gentrack Holdings (UK) LimitedHolding companyUnited Kingdom100%100%

Gentrack UK Limited

Software development sales

and support

United Kingdom100%100%

Junifer Systems LimitedDormantUnited Kingdom100%100%

Evolve Parent LimitedHolding companyUnited Kingdom100%100%

Evolve Analytics LimitedDormantUnited Kingdom100%100%

Gentrack Private Software Limited

Software development and

support

India100%100%

Gentrack (Singapore) Pte LimitedSoftware sales and support Singapore100%100%

Veovo IncSoftware sales and support USA100%100%

Veovo NZ LimitedSoftware sales and support New Zealand100%100%

Veovo UK LimitedSoftware sales and support United Kingdom100%100%

Veovo IP LimitedSoftware developmentNew Zealand100%100%

2.5 IMPACT OF STANDARDS ISSUED BUT NOT YET ADOPTED

The International Accounting Standards Board has issued IFRS 17 Insurance Contracts, as well as amendments to

existing international accounting standards. Gentrack Group will adopt IFRS 17 when mandatory and does not expect

IFRS 17 to have a material impact on its financial statements.

There were no other new effective standards adopted on 1 October 2021 that had a material impact on the financial

statements.

Financial Statements | 35
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2022

GENTRACK FINANCIAL STATEMENTS / 19

3.GROUP PERFORMANCE

This section outlines further details of Gentrack Group’s financial performance by building on the information

presented in the statement of comprehensive income.

3.1 OPERATING SEGMENTS

An operating segment is a component of an entity that engages in business activities from which it may earn revenue

and incur expenses, whose operating results are regularly reviewed by the entity’s Chief Operating Decision Maker to

make decisions about resources to be allocated to the segment and assess its performance, and for which discrete

financial information is available. Operating segments are aggregated for disclosure purposes where they have

similar products and services, production processes, customers, distribution methods and regulatory environments.

Gentrack Group currently operates in two business segments, utility billing software and airport management

software. Consistent with prior years, Gentrack Group’s corporate costs are included in the utility segment.

These segments have been determined based on the reports reviewed by the Board (Chief Operating

Decision Maker) to make strategic decisions.

The assets and liabilities of Gentrack Group are reported to and reviewed by the Chief Operating Decision Maker in

total and are not allocated by business segment. Therefore, operating segment assets and liabilities are not

disclosed

.

2022UTILITYAIRPORTTOTAL

NZ$000N Z $0 0 0NZ$000

TIMING OF REVENUE RECOGNITION

Point in time23,0071,90424,911

Over time85,20316,185101,388

Total revenue108,21018,089126,299

Expenditure(102,294)(15,891)(118,185)

Segment contribution (1)5,9162,1988,114

2021UTILITYAIRPORTTOTAL

NZ$000N Z $0 0 0NZ$000

TIMING OF REVENUE RECOGNITION

Point in time10,9731,63612,609

Over time77,98215,13293,114

Total revenue88,95516,768105,723

Expenditure(79,604)(13,392)(92,996)

Segment contribution (1)9,3513,37612,727

(1) Segment contribution is defined as profit before depreciation, amortisation, revaluation of financial liabilities,

impairment of goodwill and intangible assets, financing, and tax.

Financial Statements | 36
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2022

GENTRACK FINANCIAL STATEMENTS / 20

3.1 OPERATING SEGMENTS (CONTINUED)

A reconciliation of segment contribution to profit attributable to the shareholders of the company is as follows:

20222021

N Z $0 0 0NZ$000

Segment contribution (1)8,11412,727

Depreciation and amortisation(10,693)(10,864)

Net finance income/(expense)(878)3,701

Income tax (expense)/benefit137(2,375)

Profit/(Loss) attributable to the shareholders of the company(3,320)3,189

20222021

N Z $0 0 0NZ$000

REVENUE BY DOMICILE OF ENTITY

Australia32,46325,359

New Zealand13,30013,467

United Kingdom72,09360,302

Rest of World8,4436,595

Total revenue126,299105,723

REVENUE BY DOMICILE OF CUSTOMER

Australia35,31227,509

New Zealand8,1158,696

United Kingdom71,61257,382

Rest of World11,26112,136

Total revenue126,299105,723

In 2022, Gentrack Group generated $20.9m from a single utility customer domiciled in the United Kingdom (2021: no

single customer including their subsidiaries accounted for 10% or more of Gentrack Group’s revenue).

Financial Statements | 37
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2022

GENTRACK FINANCIAL STATEMENTS / 21

3.2 OPERATING REVENUE

Gentrack Group recognises revenue from customers when the performance obligation has been

accomplished. A performance obligation is accomplished when the customer has received all the benefits

promised under the performance obligation. The following sections detail the type of revenue recognised

within each category.

Revenue recognition involves certain revenue streams being recognised based on the stage of completion.

This process uses estimations of time required to complete the project and is based on detailed information

on hours worked to date, prior experience, and project scheduling tools. Gentrack Group employs project

managers to provide regular information to management on the progress of all projects. All estimates are reviewed

by management prior to revenue recognition

.

Contract assets are initially recognised for revenue earned from services in progress and are reclassified to trade

receivables on stage of completion. Contract assets are subject to impairment assessments.

Contract liabilities are recognised if a payment is received, or a payment is due (whichever is earlier) from a customer

before the Group transfers the related goods or services. Contract liabilities are recognised as revenue when the

Group performs under the contract.

Contract assets and contract liabilities typically are recognised as trade receivables and revenue (respectively) within

a 12-month period.

ANNUAL FEES

Annual fees include software support and maintenance charged on software licenses and software subscriptions.

Revenue from annual fees is generally recognised over the period the benefits are consumed by the customer.

SUPPORT SERVICES

Support services are post implementation value-add professional services related to ongoing upgrades, minor

software revisions and extended support. Support services revenue is recognised when the service is complete or on

a stage of completion basis.

LICENSES

Revenue from license fees is recognised when the customer can benefit from the licensed software. License fees that

are highly interrelated with project services are recognised based on a stage of completion of the project.

PROJECT SERVICES

Revenue from project services is recognised based on the stage of completion of the project. This is typically in

accordance with the achievement of contract milestones and/or hours expended and forecast hours to complete the

project.

MANAGED SERVICES

Managed Services includes revenues where Gentrack uses its own software and expertise, on behalf of customers, to

deliver either improvements in the energy reconciliation process or supporting customers with billing and

operational back-office processes. Revenue is recognised when the service is complete or over the period that the

benefits are consumed by the customer.

OTHER

Other revenue is primarily revenue from hardware and the recharge of ad-hoc costs that are recharged to customers.

Revenue from hardware sales is recognised when the hardware has been delivered to the customer.

Financial Statements | 38
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2022

GENTRACK FINANCIAL STATEMENTS / 22

3.2 OPERATING REVENUE (CONTINUED)

20222021

SECTION

NZ$000NZ$000

O P ERA TING REV ENUE:

Annual fees54,13155,376

Support services21,01620,977

Project services26,98518,727

Licenses2,1172,758

Managed sevices20,1455,512

Other1,9051,670

Total operating revenue126,299105,020

OTHER INCOME:

Government grants3.3-703

Total revenue126,299105,723

Managed Services has been reclassified from Other due to its significant value. Of the amounts disclosed as

Managed Services for FY21, $3.1m was previously disclosed in Other and $2.4m was previously disclosed in Annual

fees.

3.3 OTHER INCOME

GOVERNMENTGRANTS

Government grants are recognised at their fair value where there is a reasonable assurance that the grant will

be received, and Gentrack Group will comply with all attached conditions. When a grant relates to an

expense item, it is recognised as income over the period necessary to match the grant on a systematic basis

to the costs that it is intended to compensate.

Up until 31 March 2021, the government grant from Callaghan Innovation in New Zealand provided a percentage

return for eligible Research and Development conducted by Gentrack Group. Effective from 1 April 2021 the

Callaghan Grant was replaced by the Research and Development Tax Incentive (RDTI) where a tax incentive is

provided for eligible Research and Development conducted by Gentrack Group. The Callaghan Innovation grant

was recognised as revenue and RDTI is recognised as a tax credit.

The RDTI and the Research and Development Expenditure Credit (RDEC) in the UK are tax incentives and the

benefit of these tax incentives are applied to Gentrack Group’s income tax payable when the income tax returns are

filed.

3.4. EXPENDITURE

The table below provides a detailed breakdown of the total expenditure presented in the statement of

comprehensive income

.

20222021

NZ$000NZ$000

P RO FIT / (L O S S ) B EFO RE TA X INCL UDES THE FO L L O WING S P ECIFIC EX P ENS ES :

Employee entitlements86,59770,296

Administrative costs5,7853,862

Third party customer-related costs7,0555,438

Advertising and marketing1,8501,191

Consulting and subcontracting12,5309,353

Other operating expenses4,3682,856

Total expenditure118,18592,996

Financial Statements | 39
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2022

GENTRACK FINANCIAL STATEMENTS / 23

3.4. EXPENDITURE (CONTINUED)

Included in the total expenditure above, Gentrack Group has expensed $20.4m in Research and Development

expenditure (2021: $12.7m). This Research and Development expenditure includes payroll costs, employee benefits

and other employee related costs, direct overheads, and other directly attributable costs related to performing

Research and Development activities.

3.5 DEPRECIATION AND AMORTISATION

Depreciation on assets is calculated using the straight-line method to allocate the difference between their

original costs and their residual values over their estimated useful lives.

Except for goodwill and brands, intangible assets are amortised on a straight-line basis in the statement of

comprehensive income over their estimated useful lives, from the date that they are available for use.

20222021

NZ$000NZ$000

Depreciation4,0643,084

Amortisation6,6297,780

Total depreciation and amortisation10,69310,864

3.6. NET FINANCE EXPENSES

Finance income comprises interest income and foreign currency gains that are recognised in the statement

of comprehensive income. Interest income is recognised as it accrues, using the effective interest method.

Finance expense comprises interest expense on borrowings, lease liability finance charges, foreign currency losses

and impairment losses recognised on the financial assets (except for trade receivables) that are recognised in the

statement of comprehensive income. All borrowing costs are recognised in the statement of comprehensive income

using the effective interest method.

20222021

SECTIONNZ$000NZ$000

FINANCE INCOME

Interest income3726

3726

FINANCE EXPENSE

Interest expense(651)(203)

Lease liability finance charges

9.1

(732)(814)

Foreign exchange gains4684,692

(915)3,675

Net finance income/(expense)(878)3,701

4.CASH, BORROWINGS AND CASH FLOWS

This section outlines further from the statement of cashflows and provides details on the cash and cash

equivalents held in the statement of financial position. Cash comprises cash at bank and on hand

.

Financial Statements | 40
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2022

GENTRACK FINANCIAL STATEMENTS / 24

4.1 RECONCILIATION OF NET SURPLUS TO CASH FLOWS

20222021

SECTION

N Z $0 0 0NZ$000

RECONCILIATION OF OPERATING CASH FLOWS WITH NET PROFIT/(LOSS) AFTER TAX:

Profit/(Loss) after tax(3,320)3,189

ADJUSTMENTS FOR NON-CASH ITEMS

Deferred tax

7 .2

(302)(2,590)

Impairment provision - Trade receivables384

Gain on foreign exchange transactions(468)(4,692)

Share based payments1,8153,566

Interest expense

3 .6

651202

Interest income

3 .6

(37)(26)

Lease liability finance charges*

3 .6

732814

Depreciation and amortisation

3 .5

10,69310,864

Non-cash items9,80211,331

ADD/(DEDUCT) MOVEMENTS IN OTHER WORKING CAPITAL ITEMS:

(Increase)/Decrease in trade and other receivables(7,160)(3,167)

Increase/(Decrease) in tax payable(3,962)1,430

(Decrease)/Increase in GST payable746(1,284)

Increase in contract liabilities(715)413

Increase in employee entitlements4,9864,177

Increase/(Decrease) in trade payables and accruals2,267859

Net working capital movements(3,838)2,428

Net cash inflow from operating activities5,96413,759

*As a result of the change in classification of the lease liability finance charges to operating activity in the Statement of

Cashflows, it forms part of the above reconciliation.

4.2 BANK FACILITIES AND BORROWINGS

On 17 December 2021, Gentrack Group entered into a facility loan agreement with Bank of New Zealand (BNZ)

replacing the ASB finance facility which expired in March 2022. The BNZ agreement is for a NZ$25 million

multicurrency facility. This facility is to provide additional funding as required for acquisitions and general corporate

purposes. The BNZ facility expires on 16 December 2024.

The facility is secured by a general security agreement under which the bank has a security interest in Gentrack Group

assets. Covenants are in place and compliance is reported quarterly. At all times during the period Gentrack Group

has met the covenant requirements.

At 30 September 2022 $Nil (2021: $Nil) of the facility has been drawn down.

4.3. CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprise cash in hand, deposits held at call with banks, other short-term and

highly liquid investments with original maturities of three months or less.

20222021

NZ$000NZ$000

Bank balances27,38725,957

Total cash and cash equivalents27,38725,957

Financial Statements | 41
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2022

GENTRACK FINANCIAL STATEMENTS / 25

5.ASSETS AND LIABILITIES

This section outlines further details of Gentrack Group’s financial position by building on information

presented in the statement of financial position.

5.1. TRADE AND OTHER RECEIVABLES

Gentrack Group recognises trade and other receivables initially at fair value and subsequently measured at

amortised cost using the effective interest method, less provision for impairment. An impairment provision

for trade receivables and contract assets consists of the expected credit loss in accordance with NZ IFRS 9

and a specific provision.

The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair

value through profit or loss. ECLs are based on the difference between the contractual cash flows due in

accordance with the contract and all the cash flows that the Group expects to receive.

For trade receivables and contract assets, the Group applies a simplified approach in calculating ECLs. Therefore, the

Group does not track changes in credit risk, but instead recognises a loss allowance based on trade receivables and

contract assets net of specific provisions applying lifetime ECLs at each reporting date. The Group has established a

provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to

the debtors and the economic environment.

A specific provision is established when there is forward looking evidence that Gentrack Group will not be able to

collect all amounts due according to the original terms of the receivables. The carrying amount of an asset is reduced

using provision accounts, and the amount of the loss is recognised in the profit and loss. When a receivable is

uncollectible, it is written off against the specific impairment provision account. Subsequent recoveries of amounts

previously written off are credited against the profit and loss.

20222021

NZ$000NZ$000

Trade receivables24,72318,422

Impairment provision - Expected credit loss(385)(334)

Impairment provision - Specific provision(3,624)(2,945)

Provision for volume discounts(229)(104)

Contract assets6,8954,865

Sundry receivables and prepayments2,1051,842

Total trade and other receivables29,48521,746

MOVEMENTINTRADERECEIVABLESIMPAIRMENTPROVISION

20222021

NZ$000NZ$000

Opening balance3,2793,850

Increase in impairment provision1,5451,563

Write back in impairment provision(813)(2,089)

Effect of movement in foreign exchange284(21)

Bad debt written off(286)(24)

Total trade receivables impairment provision4,0093,279

The increase in the impairment provision is reflective of further B2C energy suppliers in the United Kingdom going

into administration during the first half of 2022.

Financial Statements | 42
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2022

GENTRACK FINANCIAL STATEMENTS / 26

5.1 TRADE AND OTHER RECEIVABLES (CONTINUED)

The expected credit loss provision for trade receivables has been measured using the same techniques as the prior

year, determined as follows.

2022CURRENT

1- 60 DAYS

PAST DUE

61- 120 DAYS

PAST DUE

12 1- 18 0

DAYS PAST

DUE

O V E R 18 0

DAYS PAST

DUE

TOTAL

NZ$000NZ$000N Z $0 0 0NZ$000NZ$000NZ$000

Gross carrying amount16,2883,2409716083,61624,723

Expected credit loss allowance76194461185385

2021CURRENT

1- 60 DAYS

PAST DUE

61- 120 DAYS

PAST DUE

12 1- 18 0

DAYS PAST

DUE

O V E R 18 0

DAYS PAST

DUE

TOTAL

NZ$000NZ$000N Z $0 0 0NZ$000NZ$000NZ$000

Gross carrying amount13,3182,2605913271,92618,422

Expected credit loss allowance60231820213334

5.2 GOODWILL

Goodwill represents the difference between the cost of acquisition and the fair value of the net identifiable

assets acquired. Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to

cash-generating units (CGU) and is not amortised but is tested annually for impairment.

20222021

NZ$000NZ$000

Opening balance106,766106,599

Exchange rate differences(526)167

Net book value106,240106,766

Goodwill allocated to Utilities103,340103,866

Goodwill allocated to Veovo2,9002,900

Net book value106,240106,766

Financial Statements | 43
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2022

GENTRACK FINANCIAL STATEMENTS / 27

5.3 IMPAIRMENT TESTING

IMPAIRMENTTESTINGOFGOODWILLAND OTHERASSETS

At each reporting date, Gentrack Group assesses whether there is any indication that an asset may be

impaired. Where an indicator of impairment exists, Gentrack Group makes a formal estimate of the

recoverable amount. Where the carrying value of an asset exceeds its recoverable amount, the asset is

considered impaired and is written down to its recoverable amount. Recoverable amount is the greater of fair value

less costs to sell or the asset’s value in use. For the purposes of assessing impairment, assets are grouped at the

lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other

than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting

date.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax

discount rate that reflects the current market assessments and the time value of money and the risks specific to the

asset. Value in use is determined by discounting the future cash flows generated by each CGU. Cash flows were

projected based on five-year business plans. The Weighted Average Cost of Capital (WACC) is based on CAPM

methodology using market specific inputs. The WACC for each CGU is reviewed at least annually.

Gentrack Group tests annually whether goodwill has suffered any impairment or more often as required, in

accordance with the accounting policy stated above. The recoverable amounts of cash-generating units have

been determined based on value in use calculations. In preparing the five-year forecasts, management has

reviewed the assumptions and weighed up the information available at the time to ensure the forecasts are

appropriate given the CGU’s position and the prevailing market conditions. The WACC and terminal growth rates

used in these calculations are set out in the table below:

CASH GENERATING UNIT

WACC

2022

Terminal Growth

Rate 2022

WACC

2021

Terminal Growth

Rate 2021

Utilities10.7%1.7%9.6%1.9%

Veovo11.8%1.7%10.7%1.9%

IMPAIRMENTTESTINGRESULTS

The calculations confirmed there was no impairment of goodwill during the year for the Utilities or Veovo CGU’s.

For the Utilities business the key assumption is the CAGR of revenue across the five-year period commencing 1

st

October 2022. Under management’s projections this would need to fall below 7.25% for the recoverable amount to

be less than the carrying value of the Utilities CGU. Management’s projections, under all scenarios, project a CAGR

comfortably above this and this compares to growth in revenue in FY22 for the Utilities business of 22%.

For the Veovo business, the carrying value of the CGU at $2.7m is low in comparison to the EBITDA being generated

by this business ($2.2m in FY22) and so the assessment is not sensitive to changes in assumptions in management’s

projections.

Management believes that any reasonable possible change in the key assumptions for either CGU would not cause

the carrying amount to exceed the recoverable amount.

5.4 INTANGIBLE ASSETS

CAPITALISED DEVELOPMENT

Costs that are directly associated with the development of software are recognised as intangible assets

where the following criteria are met:

•it is technically feasible to complete the software product so that it will be available for use.

•management intends to complete the software product and use or sell it.

•there is an ability to use or sell the software product.

•it can be demonstrated how the software product will generate probable future economic benefits.

•adequate technical, financial, and other resources to complete the development and to use or sell the software

product are available; and

•the expenditure attributable to the software product during its development can be reliably measured.

Financial Statements | 44
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2022

GENTRACK FINANCIAL STATEMENTS / 28

5.4 INTANGIBLE ASSETS (CONTINUED)

Software development costs that meet the above criteria are capitalised. Other development expenditure that does not

meet the above criteria is recognised as an expense as incurred. Development costs previously recognised as expenses

are not recognised as assets in a subsequent period. Software development costs recognised as assets are amortised

over their estimated useful lives.

BRANDS

Brands are considered to have an indefinite useful life and are held at cost and are not amortised but are subject to an

annual impairment test consistent with the methodology outlined for goodwill above.

OTHER INTANGIBLEASSETS

Other intangible assets consist of internal use software, acquired source code, trade-marks, and customer relationships.

They have finite useful lives and are measured at cost less accumulated amortisation and accumulated impairment

losses.

AMORTISATION

Except for goodwill and brands, intangible assets are amortised on a straight-line basis in the statement of

comprehensive income over their estimated useful lives, from the date that they are available for use.

The estimated useful lives for the current and comparative periods are as follows:

•Acquired source code10 years

•Internal use software3 years

•Customer relationships10 years

•Trademarks4 years

•Capitalised development5 years

Amortisation methods, useful lives and residual values are reviewed at each financial year end and adjusted if

appropriate. Acquired source code and internal use software are categorised as software in the below table.

2022

SOFTWARE

CUSTOMER

RELATIONSHIPS

BRAND

NAMES

TRADEMARKS

CAPITALISED

DEVELOPMENT

TOTAL

N Z $0 0 0NZ$000NZ$000NZ$000NZ$000NZ$000

Opening balance20,41310,5015,0242891,47137,698

Amortisation(3,860)(2,060)-(164)(545)(6,629)

Movement in foreign

exchange

(174)(91)-(3)(4)(272)

Closing net book value16,3798,3505,02412292330,797

Cost44,77224,0415,0248352,71977,391

Accumulated amortisation(28,394)(15,691)-(713)(1,796)(46,594)

Net book value16,3798,3505,02412292330,797

Financial Statements | 45
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2022

GENTRACK FINANCIAL STATEMENTS / 29

5.4 INTANGIBLE ASSETS (CONTINUED)

2021

SOFTWARE

CUSTOMER

RELATIONSHIPS

BRAND

NAMES

TRADEMARKS

CAPITALISED

DEVELOPMENT

TOTAL

NZ$000NZ$000NZ$000NZ$000NZ$000NZ$000

Opening balance25,04612,8885,0244542,01645,428

Amortisation(4,666)(2,405)-(165)(544)(7,780)

Movement in foreign exchange3318--(1)50

Closing net book value20,41310,5015,0242891,47137,698

Cost45,02524,1695,0248412,72977,788

Accumulated amortisation(24,612)(13,668)-(552)(1,258)(40,090)

Net book value20,41310,5015,0242891,47137,698

5.5PROPERTY PLANT AND EQUIPMENT

In the statement of financial position property, plant and equipment is stated at historical cost less

depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Depreciation on assets is calculated using the straight-line method to allocate the difference between their original

costs and their residual values over their estimated useful lives, as follows:

•Furniture & equipment 7 years

•Computer equipment 3 to 7 years

•Leasehold improvements Term of lease

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

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is

greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with carrying amounts and are recognised in

the statement of comprehensive income.

2022

FURNITURE &

EQUIPMENT

COMPUTER

EQUIPMENT

LEASEHOLD

IMPROVEMENTS

TOTAL

NZ$000NZ$000NZ$000NZ$000

Opening balance6427551,2862,683

Additions13875692986

Depreciation(255)(518)(648)(1,421)

Disposal(46)--(46)

Movement in foreign exchange25(4)3

Net book value4819987262,205

Cost2,1135,1602,1919,464

Accumulated depreciation(1,632)(4,162)(1,465)(7,259)

Net book value4819987262,205

Financial Statements | 46
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2022

GENTRACK FINANCIAL STATEMENTS / 30

5.5 PROPERTY PLANT AND E/UIPMENT (CONTINUED)

2021

FURNITURE Ë

E/UIPMENT

COMPUTER

E/UIPMENT

LEASEHOLD

IMPRO9EMENTS

TOTAL

NZ$000NZ$000NZ$000NZ$000

Opening balance7885221,4532,763

Additions286314663

Depreciation(170)(396)(171)(737)

Movement in foreign exchange(4)(2)¥(6)

Net book value6427551,2862,683

Cost2,0864,3712,0888,545

Accumulated depreciation(1,444)(3,616)(802)(5,862)

Net book value6427551,2862,683

5.6 TRADE PAYABLES AND ACCRUALS

Gentrack Group recognises trade and other payables initially at fair value and subsekuently measured at

amortised cost using the effective interest method. They represent liabilities for goods and services provided

prior to the end of the financial year that are unpaid. The amounts are unsecured, non¥interest bearing and

are usually paid within 45 days of recognition.

20222021

NZ$000NZ$000

Trade creditors1,6341,929

Sundry accruals5,2092,584

Total trade payables and accruals6,8434,513

5.7 EMPLOYEE ENTITLEMENTS

Liabilities for salaries and wages, including non¥monetary benefits, long service leave, and annual leave are

recognised in employee benefits in respect of employees’ services up to the reporting date. They are

measured at the amounts expected to be paid when the liabilities are settled. Cost for non¥accumulating sick

leave is recognised when the leave is taken and measured at the rates paid or payable.

20222021

NZ$000NZ$000

CURRENT

Long service leave605448

Other short¥term employee benefits14,1269,087

14,7319,535

NON¥CURRENT

Long service leave562539

Total employee entitlements15,29310,074

5.8IN9ENTORY

Inventories are stated at the lower of cost and net realisable value. Cost is calculated using a weighted

average method and includes expenditure incurred to purchase the inventory and transport it to its current

location. Net realisable value is the estimated selling price of the inventory in the ordinary course of business

less costs necessary to make the sale. The cost of inventories consumed during the year are recognised as an

expense and included in expenditure in the statement of comprehensive income.

Financial Statements | 47
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2022

GENTRACK FINANCIAL STATEMENTS / 31

6.CAPITAL STRUCTURE

This section outlines Gentrack Group’s capital structure and details of share-based employee

incentives which have an impact on Gentrack Group’s equity.

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and

share options are recognised as a deduction from equity, net of any tax effects. Where any Gentrack Group

company purchases the Company’s equity share capital (treasury shares), the consideration paid is deducted

from equity attributable to the Company’s equity holders until the shares are cancelled or transferred outside Gentrack

Group.

Ordinary shares are fully paid and have no par value. The holders of ordinary shares are entitled to receive dividends as

declared from time to time and are entitled to one vote per share at meetings of the Company and rank equally with

regard to the Company’s residual assets.

6.1 CAPITAL MANAGEMENT

The capital structure of Gentrack Group consists of equity raised by the issue of ordinary shares in the parent

company.

Gentrack Group manages its capital to ensure that companies in the Group can continue as a going concerns.

Gentrack Group is not subject to any externally imposed capital requirements.

2022202120222021

000000NZ$000NZ$000

Ordinary Shares98,94798,645191,699191,229

Issue of new ordinary shares1,5333022,310470

100,48098,947194,009191,699

SHARES ISSUEDSHARE CAPITAL

During 2022 Performance Rights of 1,514,803 (2021: 274,105) in relation to Long Term Incentive Schemes vested,

resulting in the same number of new shares being issued. Also 17,637 (2021: 28,389 ) shares were issued as part

payment of Gentrack Group Directors fees.

6.2SHARE BASED PAYMENTS

Gentrack Group operates equity settled, share-based payments schemes under which it receives services

from employees, as consideration for equity instruments of Gentrack Group. A valuation is completed for

each scheme at the grant date to estimate the fair value of the performance rights granted. Management also

makes estimates about the number of performance rights that are expected to vest which determines the expense

recorded in the statement of comprehensive income.

The fair value of the performance rights is determined at the grant date using the Black Scholes valuation

method. The fair value of the performance rights is recorded as an expense in the statement of

comprehensive income over the vesting period, based on Gentrack Group’s estimate of the number of

performance rights that will vest, with a corresponding entry to the share-based payment reserve within equity.

During the year ended 30 September 2022 $1.8m has been recognised in the statement of comprehensive income

(2021: $3.6m).

The number of performance rights allocated is based on a percentage of salary or other such percentage and are

calculated with reference to the 10-trading day volume weighted average price (VWAP) of shares traded on the NZX

based on dates indicated in the issue documentation.

Share based payments were introduced to:

- Assist with the retention of eligible employees

- Significantly increase the number of Gentrack Group employees that have a stake in Gentrack Group

- Give eligible employees a share in Gentrack Group’s future performance

Gentrack Group operates the follow three share schemes:

- Senior Leadership Long Term Incentive Scheme - Performance rights are subject to a combination of tenure

and the Earnings Per Share (EPS) hurdle, split evenly and that will vest after 18 months and three years

respectively, dependent on achievement of the period of service and EPS performance hurdle.

Financial Statements | 48
NOTES TO TE FINANCIAL STATEMENTS

FOR TE YEAR ENDED 30 SEPTEMBER 2022

GENTRACK FINANCIAL STATEMENTS / 32

6.2SARE BASED PAYMENTS (CONTINUED)

- Gentrac\ Long Term Incentive Scheme§ This scheme was introduced in 2021 for selected \ey employees

who are not part of the senior leadership long term incentive scheme. The performance rights vesting under

this scheme are subject to the participants continuing to be employed by Gentrac\ Group at the end of the

vesting period.

- CEO Long Term Incentive Scheme

§This scheme was introduced in 2020 for the CEO. Under the initial

grant, approved in 2021, performance rights were subject to a combination of immediate vesting and 12

and 13 months tenure. These performance rights have now all vested. Under the subsequent annual grants,

starting October 2021, performance rights are subject to a combination of tenure and EPS hurdles vesting

across a 3 year period from the date of grant.

Below is the table of remaining outstanding Performance Rights at 30 September 2022.

GRANT DATEVESTING DATE

TOTAL VALUE OF

GRA NTED

PERFORMANCE

RIG HTS

PERFORMANCE

RIGHTS GRA NTED

2022

N Z $0 0 0000

EPS SCEMES 2018-2022

1 April 20201 April 2023416313

1 October 202030 November 2023710459

1 October 202130 November 2024531366

Total Senior Leadership LTI Schemes1,657

1,138

1 October 20201 October 2022643450

1 October 202130 November 2024923527

Total Gentrack LTI Schemes1,566977

1 October 202131 October 2024786449

Total CEO LTI Schemes786449

Total Performance Rights Outstanding

4,0092,564

GRANT DATEVESTING DATE

TOTAL VALUE OF

GRA NTED

PERFORMANCE

RIG HTS

PERFORMANCE

RIGHTS GRA NTED

2021

N Z $0 0 0000

EPS SCEMES 2018-2021

1 October 201830 November 202131065

1 October 201930 November 2022351160

1 April 20201 April 20231,023769

1 October 202030 November 2023973666

1 October 202030 November 2023996682

Total Senior Leadership LTI Schemes3,653

2,342

1 October 20201 October 2022766536

Total Gentrack LTI Schemes766536

1 October 202131 October 20241,537998

Total CEO LTI Schemes1,537998

Total Performance Rights Outstanding

5,9563,876

Financial Statements | 49
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2022

GENTRACK FINANCIAL STATEMENTS / 33

6.2 SHARE BASED PAYMENTS (CONTINUED)

PERFORMANCERIGHTSMOVEMENTS

Below is a summary of all performance rights, granted, exercised and forfeited across all the equity settled share-

based payments schemes operated by Gentrack Group during 2022’

GRANT DATE

A V ERA G E EX ERCIS E

P RICE P ER

P ERFORMANCE

RIGHT

NUMB ER OF

P ERFORMA NCE

RIGHTS

A V ERA G E EX ERCIS E

P RICE P ER

PERFORMA NCE

R IG HT

NUMBER OF

PERFORMANCE

RIGHTS

000000

As at 1 October ̧1.543,876 ̧2.251,408

Granted during the year ̧1.641,457 ̧1.493,253

Vested during the year ̧1.50(1,515)0(274)

Forfeited during the year ̧1.64(1,254) ̧2.08(511)

As at 30 September$1.562,564$1.543,876

20212022

6.3 DIVIDENDS

During the financial year 2022, ̧Nil dividends were paid (2021’ ̧Nil).

6.4 EARNINGS PER SHARE

Gentrack Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is

calculated by dividing the net profit attributable to ordinary shareholders of the Company by the weighted

average number of ordinary shares on issue during the year, excluding shares purchased and held as treasury

shares.

Diluted EPS is determined by adjusting the net profit attributable to ordinary shareholders and the weighted average

number of ordinary shares on issue for the effects of the dilutive impact of potential ordinary shares, which comprise

performance share rights granted to employees.

Potential ordinary shares are treated as dilutive when, and only when, their conversion to ordinary shares would decrease

EPS or increase the profit per share.

20222021

(Loss)/Profit attributable to the shareholders of the company(3,320)3,189

(Loss)/Profit attributable to the shareholders of the company

adjusted for the effect of dilution

(3,320)3,189

Basic weighted average number of ordinary shares issued99,84098,761

Shares deemed to be issued for no consideration in respect of

share-based payments

2,5643,876

Weighted average number of shares used in diluted earnings per

share

102,404102,637

Basic earnings per share( ̧0.03) ̧0.03

Diluted earnings per share›( ̧0.03) ̧0.03

› As a loss was made in 2022, the shares deemed to be issued for share-based payments have not been included to

determine earning per share.

Financial Statements | 50
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2022

GENTRACK FINANCIAL STATEMENTS / 34

7. TAX

7.1 INCOME TAX EXPENSE

In the statement of comprehensive income, the income tax expense comprises current and deferred tax.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or

substantially enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Current tax payable also includes any tax liability arising from the declaration of dividends

.

20222021

N Z $0 0 0NZ$000

INCOME TAX EXPENSE COMPRISES:

Current tax expense1664,965

Deferred tax expense(303)(2,590)

Tax expense/(benefit)(137)2,375

RECONCILIATION OF INCOME TAX EXPENSE

The relationship between the expected income tax expense based on the domestic effective tax rate of Gentrack

Group at 28% (2021: 28%) and the reported tax expense in the statement of comprehensive income can be

reconciled as follows

:

20222021

N Z $0 0 0NZ$000

Profit/(Loss) before tax(3,457)5,564

Taxable income(3,457)5,564

Domestic tax rate for Gentrack Group28%28%

Expected tax expense/(benefit)(968)1,558

Non-deductible expense*382(454)

Foreign subsidiary company tax756(45)

Change in tax rates(98)-

Prior period adjustments*(209)1,316

Actual tax expense/(benefit)(137)2,375

*Amortisation related to intangibles created on acquisition are non-deductible for tax purposes. The intangibles

amortisation and related deferred tax are amortised over 10 years. For the purposes of the above table the deferred

tax movement has been offset against the non-deductible tax expense.

As at 30 September 2022 Gentrack Group has $11.3m (2021: $9.4m) of imputation credits available for use in

subsequent reporting periods.

7.2 DEFERRED TAX ASSETS AND LIABILITIES

Deferred tax is recognised, using the liability method, on temporary differences arising between the tax

bases of assets and liabilities and their carrying amounts in the financial statements.

Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the

reporting date and are expected to apply when the related deferred income tax asset is realised, or the deferred

income tax liability is settled.

Deferred income tax is provided on temporary differences arising on investments in subsidiaries, except for deferred

income tax liabilities where the timing of the reversal of the temporary difference is controlled by Gentrack Group

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

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

assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income tax levied

by the same taxation authority on either the same taxable entity or different entities where there is an intention to

settle the balance on a net basis.

Financial Statements | 51
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2022

GENTRACK FINANCIAL STATEMENTS / 35

7.2 DEFERRED TA; ASSETS AND LIABILITIES (CONTINUED)

Additional income tax expenses that arise from the distribution of cash dividends are recognised while the liability to

pay the related dividend is recognised. Gentrack Group does not distribute non-cash assets as dividends to its

shareholders.

Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable

that the related benefits will be realised.

A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available

against which temporary differences can be utilised. Management applies judgement when reviewing

current business plans and forecasts to ascertain the likelihood of future taxable profits.

The movement in temporary differences has been recognised in the statement of comprehensive income. Deferred tax

has been recognised at a rate at which they are expected to be realised’ 28È for New Zealand entities, 30È for Australian

entities, 22È for Denmark entities, 21È for US entities, 17È for Singapore entity and 25È for India. On 23 September

2022, UK Government announced an increase in the corporate tax rate to 25È effective from 1 April 2022. For UK

entities 19È is applied for first half of 2022 and 25È for second half of 2022.

Movement in temporary timing differences during the year’

2022

OPENING

BALANCE

TEMPORARY

MOVEMENT

RECOGNISED

CURRENCY

TRANSLATION

CLOSING

BALANCE

NZ$000NZ$000NZ$000N Z $0 0 0

Trade and other receivables(14)(68)(6)(88)

Intangible assets(3,291)43050(2,811)

Contract liabilities983(113)77947

Provisions for doubtful debts and sundry

accruals

2,676855473,578

Losses carried forward1,727(852)22897

Other550156

Net deferred tax2,0863021912,579

2021

OPENING

BALANCE

TEMPORARY

MOVEMENT

RECOGNISED

CURRENCY

TRANSLATION

CLOSING

BALANCE

NZ$000NZ$000NZ$000N Z $0 0 0

Trade and other receivables(84)664(14)

Intangible assets(4,913)1,631(9)(3,291)

Contract liabilities871140(28)983

Provisions for doubtful debts and sundry

accruals

1,738973(35)2,676

Losses carried forward2,016(203)(86)1,727

Other24(17)(2)5

Net deferred tax(348)2,590(156)2,086

Financial Statements | 52
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2022

GENTRACK FINANCIAL STATEMENTS / 36

8.FINANCIAL RISK MANAGEMENT

Gentrack Group is exposed to credit risk, liquidity risk and market risks which include foreign currency risk,

commodity price risk and interest risk. This section details each of these financial risks and how they are

managed by Gentrack Group.

The Board of Directors has overall responsibility for the establishment and oversight of Gentrack Group’s risk

management framework. Gentrack Group’s risk management policies are established to identify and analyse

(amongst other risks) the financial risks faced by Gentrack Group, to set appropriate risk limits and controls,

and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect

changes in market conditions and Gentrack Group’s activities.

8.1 CREDIT RISK

Credit risk is the risk of financial loss to Gentrack Group if a customer or counter party to a financial instrument fails to

meet its contractual obligations, and it arises principally from Gentrack Group’s trade receivables from customers in the

normal course of business.

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

The credit worthiness of a customer or counter party is determined by several qualitative and quantitative

factors. Qualitative factors include external credit ratings (where available), payment history and strategic

importance of customer or counter party. Quantitative factors include transaction size, net assets of customer or counter

party, and ratio analysis on liquidity, cash flow and profitability.

In relation to trade receivables and contract assets, it is Gentrack Group’s policy that all customers who wish to trade on

terms are subject to credit verification on an ongoing basis with the intention of minimising bad debts. The nature of

Gentrack Group’s trade receivables is represented by regular turnover of product and billing of customers based on the

contractual payment terms.

Gentrack Group has an impairment provision that represents its estimate of future incurred losses in respect of trade and

other receivables. The impairment provision consists of the expected credit loss provision in accordance with NZ IFRS

9 and a specific doubtful debt provision is used where there is internal and external evidence that indicates a trade

receivable is impaired.

The carrying amount of Gentrack Group’s financial assets represents the maximum credit exposure as summarised in

the table below:

GROSS

IMPAIRMENT

PROVISION

GROSS

IMPAIRMENT

PROVISION

NZ$000NZ$000NZ$000NZ$000

Current*23,183(364)18,183(348)

Past due 1-60 days3,240(94)2,260(454)

Past due 61-120 days971(55)591(261)

Past due 121-180 days608(61)327(315)

Past due over 180 days3,616(3,435)1,926(1,901)

31,618(4,009)23,287(3,279)

20222021

*The current bucket has been updated to include contract assets.

Gentrack Group’s trade receivables and contract assets are not exposed to any significant credit exposure to any

single counterparty or group of counterparties having similar characteristics. Trade receivables and contract assets

consist of several customers in various geographical areas. Based on historic information about customer default

rates, management considers the credit quality of trade receivables that are not past due or impaired to be good.

Sundry receivable and prepayments comprise of prepaid expenses and lease bonds that do not carry credit risk.

As at 30 September 2022 there are no significant concentrations of credit risk for financial assets designated as at

amortised cost or at fair value. The carrying amount reflects Gentrack Group’s maximum exposure to credit risk for

these financial assets.

Judgement has been applied to the recovery of all trade receivables and contract assets, with management

confirming that all carrying amounts are deemed to be recoverable and not impaired.

The credit risk for cash and cash equivalents is considered negligible since the counterparties are highly reputable

financial intuitions with high quality external credit ratings.

Financial Statements | 53
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2022

GENTRACK FINANCIAL STATEMENTS / 37

8.2 MARKET RISK

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates, will affect

Gentrack Group’s income or the value of its holdings of financial instruments. The objective of market risk

management is to manage and control market risk exposures within acceptable parameters, while optimising the

return on risk.

FOREIGN CURRENCY RISK

Gentrack Group is exposed to currency risk on transactions that are denominated in a currency other than the

functional currency of Gentrack Group (NZD), primarily the following currencies Australian Dollar (AUD), Pound

Sterling (GBP), EURO (EUR), US Dollar (USD), and Danish Kroner (DKK).

Gentrack Group’s exposure to foreign currency risk at the reporting date was as follows (all amounts are

denominated in New Zealand Dollars):

AUDGBPEURUSDDKK

2022

NZ$000NZ$000NZ$000NZ$000NZ$000

Cash and cash equivalents5,96516,0271,17678669

Trade and other receivables5,32619,2501,8261,583442

Trade and other payables(721)(3,815)(63)(60)(53)

Net exposure10,57031,4622,9392,309458

2021

Cash and cash equivalents10,7568,002496855183

Trade and other receivables4,50310,0741,4938741,915

Trade and other payables(132)(2,608)(72)(354)(562)

Net exposure15,12715,4681,9171,3751,536

The following table summarises the sensitivity of profit or loss and equity with regards to Gentrack Group’s financial

assets and financial liabilities affected by AUD/NZD exchange rate, the GBP/NZD exchange rate, the EUR/NZD

exchange rate, the USD/NZD exchange rate, and the DKK/NZD exchange rate with all other aspects being equal. It

assumes a +/-10% change in the NZD to the currency exchange rate for the year ended 30 September 2022 (2021:

10%). These +/-10% sensitivities have been determined based on the average market volatility in exchange rates in

the preceding 12 months.

AUDGBPEURUSDDKK

NZ$0 0 0NZ$000N Z$0 0 0N Z $0 0 0NZ$000

2022

10% strengthening in NZD(961)(2,860)(267)(210)(42)

10% weakening in NZD1,1743,49632725751

2021

10% strengthening in NZD(1,375)(1,406)(174)(125)(140)

10% weakening in NZD1,6811,719213153171

PROFIT/EQUITY

Gentrack Group’s exposure to foreign exchange rates varies during the year depending on the volume of foreign

currency transactions. Even so, the analysis above is representative of Gentrack Group’s exposure to market risk.

Financial Statements | 54
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2022

GENTRACK FINANCIAL STATEMENTS / 38

8.3 LI/UIDITY RISK

Liquidity risk is the risk that Gentrack Group will not be able to meet its financial obligations as and when they

become due and payable. Gentrack Group’s approach to managing liquidity risk is to ensure, as far as possible, that it

will always have sufficient liquidity to meet its liabilities when they become due and payable, under both normal and

stressed conditions, without incurring unacceptable losses or risking damage to Gentrack Group’s reputation.

Gentrack Group has sufficient cash to meet its requirements in the foreseeable future.

The following table details Gentrack Group’s contractual maturities of financial liabilities, as at the reporting date:

ON DEMAND

LESS THAN 3

MONTHS

3 TO 12

MONTHS

1 TO 5 YEARSÁ5 YEARSTOTAL

NZ$000NZ$000NZ$000NZ$000NZ$000NZ$000

2022

Trade payables-1,634---1,634

-1,634---1,634

2021

Trade payables-1,929---1,929

-1,929---1,929

8.4INTEREST RATE RISK

Gentrack Group’s interest rate risk primarily arises from short term bank borrowing, cash, and advances from related

parties. Borrowings and deposits at variable interest rates expose Gentrack Group to cash flow interest rate risk.

Borrowings and deposits at fixed rates expose Gentrack Group to fair value interest rate risk.

The following tables detail the interest rate repricing profile and current interest rate of the interest-bearing financial

assets and liabilities.

EFFECTIVE

INTEREST

RATE

FLOATING

FI;ED UP TO

3 MONTHS

FI;ED UP TO

6 MONTHS

FI;ED UP TO

5 YEARS

TOTAL

NZ$000NZ$000NZ$000NZ$000NZ$000NZ$000

ASSETS

Cash on demand-25,812---25,812

Term deposit--1,575--1,575

Total exposure-25,8121,575--27,387

EFFECTIVE

INTEREST

RATE ½1%

EFFECTIVE

INTEREST

RATE -1%

NZ$000NZ$000

Cash on demand261(261)

Term deposit16(16)

Total exposure277(277)

Financial Statements | 55
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2022

GENTRACK FINANCIAL STATEMENTS / 39

8.5FINANCIAL INSTRUMENTS

Gentrack Group’s financial assets are measured at amortised cost. Gentrack Group’s financial assets are held

within a business model whose objective is to hold the financial asset to collect contractual cash flows and the

financial asset gives rise to contractual cash flows on specified dates that are payments of principal and

interest on the principal outstanding.

Gentrack Group’s financial liabilities are measured at amortised cost.

Gentrack Group’s financial assets and liabilities by category are summarised as follows:

CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprise of cash at bank and on hand and the carrying amount is equivalent to fair value.

TRADE RECEIVABLES

These assets are short term in nature and are reviewed for impairment; the carrying value approximates their fair value.

TRADE PAYABLES

These liabilities are mainly short term in nature with the carrying value approximating the fair value.

FAIR VALUES

Gentrack Group’s financial instruments that are measured after initial recognition at fair values are grouped into levels

based on the degree to which their fair value is observable:

Level 1 – fair value measurements derived from quoted prices in active markets for identical assets.

Level 2 – fair value measurements derived from inputs other than quoted prices included within level 1 that are

observable for the asset or liability, either directly or indirectly.

Level 3 – fair value measurements derived from valuation techniques that include inputs for the asset or liability

which are not based on observable market data.

There have been no transfers between levels or changes in the valuation methods used to determine the fair value of

Gentrack Group’s financial instruments during the period. As at 30 September 2022 Gentrack Group has no level 3

financial instruments (2021: $Nil).

FINANCIAL INSTRUMENTS BY CATEGORY

20222021

NZ$000NZ$000

FINANCIAL ASSETS MEASURED AT AMORTISED COST

Cash and cash equivalents27,38625,957

Trade and other receivables29,48521,746

56,87147,703

FINANCIAL LIABILITIES MEASURED AT AMORTISED COST

Trade payables(1,634)(1,929)

(1,634)(1,929)

Financial Statements | 56
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2022

GENTRACK FINANCIAL STATEMENTS / 40

9.OTHER INFORMATION

9.1 LEASE ASSETS AND LEASE LIABILITIES

RECOGNITIONAND MEASUREMENTOFGENTRACKGROUPLEASINGACTIVITIES

Gentrack Group predominantly leases property for fixed periods of 1-12 years and may have extension

options. These extension options are usually at the discretion of Gentrack Group and are included in the

measurement of the lease asset if management intends to exercise the extension. Lease terms are negotiated

on an individual basis and contain a variety of terms and conditions. However, these lease agreements do not impose

any covenants. Lease amendments relate to short-term lease extensions.

Leases are recognised as a right of use asset (lease asset) and a corresponding lease liability at the date at which the

leased asset is available for use. Each lease payment is allocated between the liability and finance cost. The finance

cost is charged to profit or loss over the lease period. The lease asset is depreciated over the shorter of the asset’s

useful life and the lease term on a straight-line basis.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the

net present value of the following lease payments:

•fixed payments (including in-substance fixed payments), less any lease incentives receivable

•variable lease payments that are based on an index or a rate

•amounts expected to be payable by the lessee under residual value guarantees

•the exercise price of a purchase option if the lessee is reasonably certain to exercise that option, and

•payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.

The lease payments are discounted using the lessee’s incremental borrowing rate, being the rate that the lessee

would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic

environment with similar terms and conditions.

Lease assets are measured at cost comprising the following:

•the amount of the initial measurement of lease liability

•any lease payments made at or before the commencement date less any lease incentives received

•any initial direct costs, and

•restoration costs.

Key movements related to the lease assets and lease liabilities are presented below:

LEASEASSETS

20222021

NZ$000NZ$000

Balance at 1 October8,16210,338

Lease additions1,854-

Lease amendments1,155185

Depreciation charges(2,644)(2,347)

Exchange differences33(14)

Lease assets at 30 September8,5608,162

Property8,5608,156

Office equipment-6

Lease assets at 30 September8,5608,162

Office equipment includes coffee machines and printer/copiers.

Financial Statements | 57
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2022

GENTRACK FINANCIAL STATEMENTS / 41

9.1 LEASEASSETSAND LEASE LIABILITIES(CONTINUED)

LEASE LIABILITIES

20222021

NZ$000NZ$000

Balance at 1 October12,55215,127

Lease additions1,854-

Lease amendments1,155185

Principal repayments(2,503)(2,748)

Exchange differences24(12)

Lease liabilities at 30 September13,08212,552

Less than one year1,6751,376

One to five years7,3985,486

More than five years4,0095,690

Lease liabilities at 30 September13,08212,552

LEASEEXPENSES

20222021

NZ$000NZ$000

Depreciation charges

2,6442,347

Finance charges732814

Lease expenses3,3763,161

9.2AUDITORS REMUNERATION

The table below sets out the amounts paid to Gentrack Group’s auditors, EY, and non-EY auditors during the year

ended 30 September 2022.

20222021

NZ$000NZ$000

EY - audit fees408400

Non EY audit firm fees:

- audit fees5492

- Accounting advise and taxation & compliance services67301

Total fees paid to auditor(s)529793

Financial Statements | 58
NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2022

GENTRACK FINANCIAL STATEMENTS / 42

9.3 KEY MANAGEMENT AND RELATED PARTIES

Key management personnel are defined as those persons having authority and responsibility for planning,

directing, and controlling the activities of Gentrack Group, directly or indirectly, and include the Directors,

the Chief Executive, and their direct reports. The following table summarises remuneration paid to key

management personnel.

20222021

NZ$000NZ$000

Short-term employee benefits6,5284,526

Share-based payments741465

Directors fee623606

Remuneration paid to Key Management Personnel7,8925,597

Gentrack Group’s Directors are also directors of other companies.

Some of the Directors and key management personnel are shareholders in Gentrack Group Limited. Gentrack Group

does not transact with the Directors or key management personnel, and their related parties, other than in their

capacity as Directors, consultants, and employees. Refer to note 2.4 for more information on other related parties.

9.4 OTHER DISCLOSURES

CAPITALCOMMITMENTS

There are no capital commitments at 30 September 2022 (2021: $Nil).

CONTINGENCIES

BNZ and ASB New Zealand has provided guarantees of $0.8m (2021: $1.1m) on behalf of the Gentrack Group, these

guarantees are in place for software implementation projects, property leases and credit card programs.

EVENTSAFTERBALANCEDATE

There were no material events after balance date.

On 28 November 2022, the Gentrack Group Board determined that no final dividend will be paid out for the 2022

financial year (2021: nil).

CORPORATE GOVERNANCE
The Board recognises the importance of good corporate governance, particularly its role in delivering improved

corporate performance and protecting the interests of all stakeholders.

The Board is responsible for establishing and implementing the Company’s corporate governance frameworks, and is

committed to fulfilling this role in accordance with best practice while observing applicable laws, and NZX Corporate

Governance guidance.

This section sets out the Company’s commitment to good corporate governance and addresses the Company’s

compliance with the eight fundamental principles of the NZX Corporate Governance Code (NZX Code).

The Company’s Constitution, the Charters and most of the policies referred to in this Corporate Governance

Statement are available on the Company’s website www.gentrack.com (“Company Website”) in the Leadership and

Governance section of the Investor Centre.

This corporate governance statement is current as at December 2022 and has been approved by the Board.

PRINCIPLE 1 – CODE OF ETHICAL BEHAVIOUR

Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable for

these standards being followed throughout the organisation.

The Board maintains high standards of ethical conduct and the Chief Executive Officer is responsible for ensuring that

high standards of conduct are maintained by all staff and for managing any breaches of these standards. The Board

has adopted a “Code of Ethics”, a copy of which is available in the Investor Centre section of the Company’s website.

The Board is the overall and final body responsible for all decision making within the Company, with the core

objective of representing and promoting the interests of shareholders by adding long-term value to the Company.

The Company has a Share Trading Policy for the approval of all share purchases and sales by staff, including Directors.

A copy of this policy is available in the Investor Centre section of the Company’s website.

The Company undertakes appropriate checks of prospective Directors prior to putting forward a candidate for

election and provides material information in its possession relevant to such a decision to security holders.

PRINCIPLE 2 – BOARD COMPOSITION & PERFORMANCE

To ensure an effective Board, there should be a balance of independence, skills, knowledge, experience and

perspectives.

BOARD CHARTER

This describes the Board’s role and responsibilities and regulates internal Board procedures; a copy of this document

is available in the Investor Centre section on the Company’s website.

The Board directs, and supervises the management of the business affairs of the Company including, in particular:


ensuring that the Company’s goals are clearly established, and that strategies and resources are in place for

achieving them;



ensuring tha

t there is an ongoing review of performance against the Company’s strategic objectives;


appr

oving transactions relating to acquisitions and divestments and capital expenditure above delegated

authority limits;



ensuring tha

t there is an ongoing assessment of business risks and that there are appropriate control and

accountability systems in place to manage them;



monitoring the performance of

management and overseeing company-wide remuneration, employment and

health and safety practices;


appointing the Chief

Executive Officer, setting the terms of their employment and, where necessary, terminating

their employment;


appr

oving and monitoring the Company’s financial and other reporting and ensuring the Company’s financial

statements represent a true and fair view; and


setting the dividend policy.

Corporate governance | 59

CORPORATE GOVERNANCE
NOMINATION AND APPOINTMENT

The procedures for the appointment and removal of Directors are ultimately governed by the Company’s

Constitution. The Board has established a People and Culture Committee whose role is to, amongst other things,

identify and recommend to the Board individuals for nomination as members of the Board and its Committees,

taking into account such factors as it deems appropriate, including experience, qualifications, judgement and the

ability to work with other Directors.

COMPOSITION OF BOARD

As at 30 September 2022 the Board comprised six Directors, as follows:



Andy Gr

een (Non-executive Chair) – appointed 2 November 2020


Stewart Sherriff (Non-executive Director) – appointed 5 October 2020

• Gary Miles (Managing Director) – appointed 1 October 2020


F

iona Oliver (Non-executive Director) – appointed February 2019


Darc Rasmussen (Non-executive Director) – appointed December 2019


Nick Luckock (Non-executive Director) – appointed February 2018.

Profiles of each current Director are available in the Investor Centre section on the Company’s website.

The Company has written agreements with each board member establishing the terms of their appointment.

DELEGATION

To enhance efficiency, the Board has delegated some of its powers to Board Committees and other powers to the

Chief Executive Officer. The terms of the delegation by the Board to the Chief Executive Officer are documented in

the Board Charter and more clearly set out in the Company’s Delegated Authority Framework. This framework also

establishes the authority levels for decision-making within the Company’s management team.

DIRECTOR INDEPENDENCE

The Board Charter requires that at least 50% of Directors be “independent”.

The Board takes into account the guidance provided under the NZX Listing Rules in determining the independence

of Directors.

The Board will review any determination it makes as to a Director’s independence on becoming aware of any

information that may have an impact on the independence of the Director. For this purpose, Directors are required

to ensure that they immediately advise the Board of any relevant new or changed relationships to enable the Board

to consider and determine the materiality of the relationships.

The Board considers that Andy Green, Stewart Sherriff, Fiona Oliver, Darc Rasmussen and Nick Luckock are

Independent Directors.

SELECTION AND ROLE OF CHAIR

The Chair of the Board is elected by the non-executive Directors. The Board supports the separation of the role of

Chair and Chief Executive Officer. The Chair’s role is to manage the Board effectively, to provide leadership to the

Board, and to facilitate the Board’s interface with the Chief Executive Officer.

Andy Green was appointed by the Board as Chair on 2 November 2020. As noted above, Andy Green is an

Independent Director. Andy brings transformation and technology leadership to the role of the Company Chair. In

2020 he was awarded Commander of the British Empire (CBE) for his contributions to the Information Technology

and British Space Industries. His passion to transform the industry to support sustainable water and energy resources

is further demonstrated by his roles as the Chair of WaterAid UK and as a UK National Infrastructure Commissioner.

Andy spends his time in both Australia and the UK which contributes both a local presence and global perspective

to the Company’s customers and shareholders.

Corporate governance | 60

CORPORATE GOVERNANCE
DIVERSITY AND INCLUSION POLICY

The Company recognises the importance of diversity and inclusion and is committed to promoting these values

within its workplace and culture. The Board supports this initiative and has approved a Diversity and Inclusion Policy,

a copy of which is available in the Investor Centre on the Company’s website.

Diversity and Inclusion Committees have been established in the Company in all locations.

The Group has flexible and hybrid working arrangements as well as enhanced parental leave policies and forums

globally and locally focused on diversity, inclusion and belonging.

At 30 September 2022, the gender breakdown for the Company (and its wholly owned subsidiaries) was as follows:

These figures include permanent full-time, permanent part-time and fixed-term employees, but not independent

contractors or consultants. A Senior Executive is defined as an employee who reports directly to the Chief Executive

Officer. The Company recruits for predominantly technology roles.

DIRECTOR EDUCATION

All Directors are responsible for ensuring they remain current in understanding their duties as Directors. Directors are

provided access to the Company’s on-line knowledge hub.

RETIREMENT AND RE-ELECTION

The Board acknowledges and observes the relevant Director rotation/retirement rules under the NZX Listing Rules.

DIRECTORS’ SHARE OWNERSHIP

The table of Directors’ shareholdings is included in the Disclosures section of this Annual Report.

INDEMNITIES AND INSURANCE

Deeds of Indemnity have been granted by the Company in favour of the Directors in relation to potential liabilities

and costs they may incur for acts or omissions in their capacity as Directors.

The Directors’ and Officers’ Liability insurance covers risks normally covered by such policies arising out of acts or

omissions of Directors and employees in their capacity as such.

BOARDSENIOR EXECUTIVES ALL EMPLOYEES

FY22

Female12160

Male


Non Binary

58423


1

% Female17%20%27%

FY20

Female12137

Male57353

% Female17%22%28%

Corporate governance | 61

Corporate governance | 62
CORPORATE GOVERNANCE

BOARD MEETINGS

The Board has a standard schedule which includes a minimum of six meetings per annum. In addition other board

meetings are held as needed to deal with specific matters such as acquisition related activity. In the year ended 30

September 2022 there were twelve Board meetings in total. There were also separate meetings of the Board

Committees. Directors receive detailed information in Board papers to facilitate decision making. At each meeting the

Board considers key financial and operational information as well as matters of strategic importance.

Executives regularly attend Board meetings and are also available to be contacted by Directors between meetings.

Directors who are not members of the Committees are invited to attend all meetings of the Committees.

1

Nick Luckock joined the People and Culture Committee on 28 September 2022.

Attendance at Committee meetings of Directors who are not Committee members is included in the table above.

Membership of the Board Committees is set out below.

The Board has a broad range of IT, financial, sales, business, risk management and other skills and expertise necessary

to meet its objectives.

BOARD ACCESS TO INFORMATION AND ADVICE

The Company Secretary is responsible for supporting the effectiveness of the Board by ensuring that policies and

procedures are followed and co-ordinating the completion and dispatch of the Board agendas and papers.

All Directors have access to the senior management team to discuss issues or obtain information on specific areas in

relation to items to be considered at Board meetings or other areas as they consider appropriate. Further, Directors

have unrestricted access to Group records and information.

The Board, the Board Committees and each Director have the right, subject to the approval of the Chair, to seek

independent professional advice at the Company’s expense to assist them to carry out their responsibilities. Further,

the Board and Board Committees have the authority to secure the attendance at meetings of outsiders with relevant

experience and expertise.

CONFLICTS OF INTEREST

The Board Charter outlines the Board’s policy on conflicts of interest. Where conflicts of interest do exist, Directors

excuse themselves from discussions and do not exercise their right to vote in respect of such matters.

PERFORMANCE REVIEW

The last formal review of the Board’s performance was undertaken in September 2021. As there has been no change

in the composition of the Board the next formal review is scheduled for the first quarter of 2023.

BOARD

AUDIT AND RISK

COMMITTEE

PEOPLE AND CULTURE

COMMITTEE

DIRECTOR

NO. OF

MEETINGS

NO.

ATTENDED

NO. OF

MEETINGS

NO.

ATTENDED

NO. OF

MEETINGS

NO.

ATTENDED

Andy Green12125566

Fiona Oliver12125566

Darc Rasmussen121255-5

Stewart Sherriff1212--65

Nick Luckock

1

1212--11

Gary Miles1212---3

CORPORATE GOVERNANCE
PRINCIPLE 3 – BOARD COMMITTEES

The Board should use committees where this will enhance its effectiveness in key areas, while still retaining

board responsibility.

BOARD COMMITTEES

The Board has established two Committees: the Audit and Risk Committee, and the People and Culture Committee

(renamed from the People, Nominations and Remuneration Committee). The Charters of each Committee are in the

Investor Centre section of the Company’s website.

The membership of each Committee at 30 September 2022 was:

1.

Audit and Risk C

ommittee – Fiona Oliver (Chair), Andy Green (ex-officio), Darc Rasmussen

2.

People and Culture Committee – Fiona Oliver (Chair), Andy Green (ex-officio), Stewart Sherriff, Nick Luckock.

All of the members of the above committees are independent directors. Management and other employees attend

committee meetings at the invitation of the respective committee.

For further details on the functions of the Audit and Risk Committee please refer to “Principle 7”. For further details on

the functions of the People and Culture Committee please refer to “Principle 2” and “Principle 5”.

The Board finalised a Takeover Response Protocol in 2018. The Protocol outlines the procedures in the event the

Company is subject to a takeover offer.

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 Company is committed to maintaining a fully informed market through effective communication with the NZX

and ASX, the Company’s shareholders, analysts, media and other interested parties. The Company provides all

stakeholders with equal and timely access to material information that is accurate, balanced, meaningful

and consistent.

The Board has adopted a Market Disclosure Policy and a Shareholder Communications Policy, copies of which are

available in the Investor Centre section on the Company’s website. The Policies have been communicated internally to

ensure that they are strictly adhered to by the Board and the Company’s employees. The Company has been listed on

the NZX Main Board and the ASX since 25 June 2014 and has at all times complied with its continuous

disclosure obligations.

Directors consider at each Board meeting whether there is any material information which should be disclosed to

the market.

The “Code of Ethics”, Board Committee Charters and other key governance documents are available in the Investor

Centre section of the Company’s website.

The Company does not currently provide additional non-financial reporting on environmental, social and governance

factors other than as set out in this statement.


PRINCIPLE 5 – REMUNERATION

The remuneration of Directors and executives should be transparent, fair and reasonable.

The Board has a People and Culture Committee. One of that Committee’s principal functions is to oversee the

remuneration strategies and policies of the Company. The People and Culture Committee is governed by a formal

charter, a copy of which is available in the Investor Centre section on the Company’s website.

DIRECTOR REMUNERATION

The Company distinguishes the structure of non-executive Directors’ remuneration from that of executive Directors.

Total Directors’ fees are currently set at a maximum of $800,000 per annum for the non-executive Directors. The actual

amount of fees paid in the past year was $622,500.

Corporate governance | 63

Corporate governance | 64
CORPORATE GOVERNANCE

CEO REMUNERATION

Gary Miles’ salary is structured as follows:

Fixed Base Salary

For FY2022 Gary has a Fixed Base Salary of UK£403,000 per annum, exclusive of pension contributions of 4% of base

salary and reviewable at the Board’s discretion annually after the release of the full year results.

Annual Incentive Plan

On target performance is eligible for an annual incentive payment of 100% of the fixed base salary. The actual

annual incentive payment (if any) is determined at the discretion of the Board after assessing the performance of the

Company and the performance of the CEO against performance targets and priorities agreed annually. For FY2022,

those performance targets were based on a score card of measures incorporating financial performance against

budget; employee engagement and attrition; customer satisfaction and technology advancement. His short-term

incentive payment for FY22 was £417,510.

Long Term Incentive

The CEO’s remuneration package includes the issue of performance rights that were approved at the Annual Meeting

in February 2021:



an initial gr

ant of 500,000 performance rights of which half vested immediately on the start of Gary’s employment

and the other half of which vested on 1 October 2021. The vesting of this initial grant of performance rights was

not subject to vesting conditions or performance hurdles.


an annual grant of performance rights commencing in October 2020 that is calculated and vests in accordance

with the following:

• number of performance rights = Z /Y


“Z” = Gary’s annual base pay, including pension contribution, converted into NZD and multiplied by 120%; and

• “Y” = the volume weighted average price of Gentrack’s shares over the 10 day trading period ending on the last

trading day immediately prior to the annual grant

• The first annual grant of performance rights vested on 1st October 2021 in accordance with the agreed criteria

• Subsequent annual performance rights vest one third each year over three years with half of rights eligible to vest

each year subject to Gentrack Group achieving certain performance hurdles and the other half of rights eligible

to vest doing so without reference to performance hurdles. The performance hurdles are based on the compound

annual growth rate of Gentrack’s earnings per share as follows:



below 7%,

no performance rights subject to performance hurdles will vest;

• equal to 7%, 50% of performance rights subject to performance hurdles will vest;

• equal to or above 12%, all performance rights subject to performance hurdles will vest; and



between 7% and 12% performance rights will vest on a str

aight line basis between 50% and 100%;

• Some of the 2022 performance rights vested in accordance with the vesting criteria. The remaining 50% of the

performance rights subject to performance hurdles did not vest.

The Remuneration Policy Statement is available in the Investor Centre section of the Company’s website.

CORPORATE GOVERNANCE
PRINCIPLE 6 – RISK MANAGEMENT

Directors should have a sound understanding of the material risks faced by the issuer and how to manage them.

The Board should regularly verify that the issuer has appropriate processes that identify and manage potential and

material risks.

The Board has an Audit and Risk Committee that reports to the Board – please see “Principle 7” below for further

detail in relation to the Audit and Risk Committee.

The Company’s senior management maintain a Risk Register, which is reviewed by the Audit and Risk Committee and

forms a key part of the risk management framework.

To support its commitment to Information Security Management, the Company is ISO/EC 27001:2013 certified. This is

an international standard which helps organisations manage and control information security risks. The Company also

maintains a Services Organisation Control “SOC2” Type I Report in respect of the security and availability controls over

applicable Gentrack Cloud services which is then assessed by an independent third-party auditor.

The Company does not have an internal audit function, but through the steps outlined above the Board ensures the

company is reviewing, evaluating and continually improving the effectiveness of its risk management and internal

control processes.

The Company considers that it has a low exposure to economic risks, because the sectors we serve are essential

services that do not react significantly to economic cycles, and it considers that it does not have any material exposure

to environmental and social sustainability risks. The Board receives regular updates on health and safety and

information security.

PRINCIPLE 7 – AUDITORS

The Board should ensure the quality and independence of the external audit process.

The Board is committed to a transparent system for auditing and reporting of the Company’s financial performance. The

Board established an Audit and Risk Committee, which performs a central role in achieving this goal. The members of the

Committee provide a balance of independence, sector experience and relevant professional experience and qualifications.

The Audit and Risk Committee’s principal functions are:


to assist the Board in fulfilling its responsibilities for the Company’s financial statements and external financial reporting;

• to assist the Board in ensuring that the ability and independence of the external auditors to carry out their statutory

audit role is not impaired, or could reasonably be perceived to be impaired;

• to assist the Board in ensuring appropriate accounting policies and internal controls are established and maintained; and



to assist the Boar

d in ensuring the efficient and effective management of all business risks.

One of the main purposes of the Audit and Risk Committee is to ensure the quality and independence of the audit

process. The Chairman of the Audit and Risk Committee and Chief Financial Officer work with the external auditors to

plan the audit approach. All aspects of the audit are reported back to the Audit and Risk Committee and the auditors are

given the opportunity at Audit and Risk Committee meetings to meet with the Board.

The Audit and Risk Committee has adopted a formal Charter, a copy of which is available in the Investor Centre section

on the Company’s website.

The Audit and Risk Committee meets regularly to identify risks and determine how to mitigate these. The Company uses

external contractors as required for specific audit reviews.

The Company’s external auditors will attend the annual meeting, and are available to answer questions relating to the

conduct of the external audit and the preparation and content of the auditor’s report.

The Company does not have an internal audit function. Where required, such audit activity is conducted by third parties,

not by the Company’s external auditors.

Corporate governance | 65

Corporate governance | 66
CORPORATE GOVERNANCE

TYPE OF HOLDING

2022

RELEVANT INTEREST

IN SHARES HELD

2021

RELEVANT INTEREST

IN SHARES HELD

Gary Miles Direct797,657250,000

Andy GreenBeneficial Interest46,02628,389

Darc Rasmussen Beneficial Interest2,0002,000

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 company currently keeps shareholders informed through:


the annual r

eport;


the half-year update;


the annual meeting of shareholders;

• disclosure to the NZX and ASX in accordance with the Company’s Shareholder Communications Policy and Market

Disclosure Policy; and


the Investor Centre section on the Company’s website.

The Company’s Shareholder Communications Policy and Market Disclosure Policy are designed to ensure that

communications with shareholders and all other stakeholders are managed efficiently. The Chair, Chief Executive

Officer and Chief Financial Officer are the points of contact for shareholders and analysts.

The Board considers the annual report to be an essential opportunity for communicating with shareholders. The

company publishes its results and reports electronically on the Company Website. Investors may also request a hard

copy of the annual report by contacting the Company’s share registrar, Link Market Services Limited. Contact details

for the registrar appear at the end of this report.

The Company considers the annual meeting to be a valuable element of its communications programme. The Chair

will provide an opportunity for shareholders to raise questions for their Board. The Chair may ask the Chief Executive

Officer and any relevant manager of the Company to assist in answering questions if required. As noted earlier, the

Company’s external auditors will also attend the annual meeting, and are available to answer questions relating to the

conduct of the external audit and the preparation and content of the auditor’s report.

ENTRIES RECORDED IN THE INTERESTS REGISTER

The Company maintains an Interest Register in accordance with the Companies Act 1993. The following entries were

made in the Interests Register for the period 1 October 2021 to 30 September 2022 and require disclosure:


F

iona Oliver advised that she had been appointed as a board member of New Zealand Water Polo commencing

March 26 2022 and Marlin Global Limited, Barramundi Limited and Kingfish Limited from 1 June 2022

• Stewart Sherriff advised that he has resigned as a director of Two Degrees Group Limited and all of its subsidiaries

with effect from 20 May 2022

• Fiona Oliver advised that she had resigned as a director of BNZ Life Insurance Limited, BNZ Insurance Services

Limited and National Wealth Management Holdings Limited with effect from 30 September 2022.

SHAREHOLDINGS OF DIRECTORS AT 30 SEPTEMBER 2022

REMUNERATION OF DIRECTORS
Details of the total remuneration of, and the value of other benefits received by, each Director of Gentrack Group

Limited during the financial year ended 30 September 2022 are as follows:

Gary Miles remuneration is disclosed under Principle 5 above.

Andy Green and Stewart Sheriff joined the Board during FY2021, and so their FY2021 remuneration above is for a

part year.

In FY2021 Gentrack paid the $49,500 disclosed for Nick Luckock to Hg Capital (where Nick was a partner), which was

a substantial shareholder of the Company until June 2021, for his services as a non-executive Director of Gentrack.

Nick left Hg Capital in March 2022, and from 1st April 2022 now receives remuneration of $85,000 p.a. (so $42,500

in FY2022). Neither Nick, nor Hg Capital received remuneration for his services as a Director during the first half

of FY2022.

20222021

Andy Green300,000263,400

Fiona Oliver110,000115,000

Nick Luckock42,50049,500

Stewart Sherriff85,00084,000

Darc Rasmussen85,00085,000

TOTAL622,500596,900

CORPORATE GOVERNANCE

Corporate governance | 67

Corporate governance | 68
CORPORATE GOVERNANCE

EMPLOYEE REMUNERATION

The number of current employees of the parent and subsidiaries receiving remuneration and benefits above

$100,000 in the year ended 30 September 2022 are set out in the table below:

The analysis above includes the remuneration and benefits paid to employees, in the relevant bandings, where their

annual remuneration and benefits exceed $100,000.

REMUNERATION

NUMBER OF

EMPLOYEES

$100,000 - $110,000 31

$110,001 - $120,000 37

$120,001 - $130,000 22

$130,001 - $140,000 28

$140,001 - $150,000 27

$150,001 - $160,000 22

$160,001 - $170,000 19

$170,001 - $180,000 15

$180,001 - $190,000 6

$190,001 - $200,000 8

$200,001 - $210,000 8

$210,001 - $220,000 6

$220,001 - $230,000 3

$230,001 - $240,000 5

$240,001 - $250,000 1

$250,001 - $260,000 2

$260,001 - $270,000 1

$270,001 - $280,000 2

$280,001 - $290,000 1

$290,001 - $300,000 1

$300,001 - $310,000 2

$320,001 - $330,000 1

$350,001 - $360,000 1

$380,001 - $390,000 2

$390,001 - $400,000 1

$400,001 - $410,000 1

$410,001 - $420,000 1

$440,001 - $450,000 1

$510,001 - $520,000 1

$3,500,001 - $3,510,000 1

CORPORATE GOVERNANCE
SIZE OF HOLDING

NUMBER OF

HOLDERS

FULLY PAID ORDINARY

SHARES NUMBER OF

SHARES

% OF ISSUED CAPITAL

1 – 1,0001,321644,1080.64

1,001 – 5,0001,4053,619,0093.58

5,001 – 10,0004213,128,8613.10

10,001 – 50,0003106,336,2316.27

50,001 – 100,000554,023,9383.98

Greater than 100,0004483,303,86882.43

TOTAL3,556101,055,997100

Corporate governance | 69

ANALYSIS OF SHAREHOLDING

The analysis of shareholding by size of holding as at 18 November 2022 is:

Corporate governance | 70
CORPORATE GOVERNANCE

TWENTY LARGEST SHAREHOLDERS

The twenty largest shareholders of fully paid ordinary shares as at 18 November 2022 were:

¹ These shareholdings are held through New Zealand Central Securities Depository Limited (NZCSD) which allows

electronic trading of securities to members.

The percentage shareholding of the 20 largest shareholders of Gentrack Group Limited fully paid ordinary shares

was 77.41%.

NAME

NUMBER OF

ORDINARY SHARES

HELD

% OF ISSUED SHARE

CAPITAL

National Nominees New Zealand Limited¹24,955,08524.69

National Nominees Limited10,689,14210.58

BNP Paribas Nominees NZ Limited¹10,332,56910.22

J P Morgan Nominees Australia Pty Limited6,805,0806.73

Anacacia Pty Ltd6,727,0106.66

Qexle Limited2,690,0002.66

Custodial Services Limited2,410,4342.39

HSBC Custody Nominees (Australia) Limited2,282,2432.26

Mirrabooka Investments Limited2,205,0002.18

BNP Paribas Nominees Pty Ltd1,567,5641.55

Terence De Montalt Maude & Wendy Fay Wood 1,300,0001.29

New Zealand Depository Nominee1,120,5971.11

Gracey Family Investments Pty Ltd1,084,5001.07

Gary Miles887,4680.88

Citicorp Nominees Pty Limited809,1110.80

Melissa Gaik Teng Hong583,1890.58

Citibank Nominees (Nz) Ltd¹558,5460.55

Shireburn Company Limited462,4660.46

HSBC Nominees (New Zealand)394,4340.39

Nigel Allan Dickins & Sharon B & other360,0000.36

TOTAL78,224,438 77.41

CORPORATE GOVERNANCE
SUBSTANTIAL SHAREHOLDERS AS AT 30 SEPTEMBER 2022

According to notices given under the Financial Markets Conduct Act 2013 the following persons were Substantial

Shareholders in Gentrack Group Limited at 30 September 2022 in respect of the number of voting securities set

opposite their names.

The total number of issued voting shares of Gentrack Group Limited at 30 September 2022 was 100,479,761.

Voting at a meeting of the shareholders is via a poll. At the meeting, every shareholder present in person, or by

representative has one vote for each fully paid ordinary share in the Company.

At 30 September 2022, there were 318 shareholders holding marketable parcels of less than $500.

NAME

NUMBER OF

ORDINARY SHARES

HELD

% OF ISSUED SHARE

CAPITAL

National Nominees Ltd ACF Australian Ethical

Investment Limited

14,882,23014.81

Milford Asset Management Limited12,055,55712.00

Swann Hill BV9,533,2019.49

NAOS Asset Management Limited9,519,1269.47

Anacacia Pty Ltd (As Trustee for the Wattle Fund) 6,727,0106.69

TOTAL52,717,12452.77

Corporate governance | 71

CORPORATE GOVERNANCE
SUBSIDIARY COMPANY DIRECTORS

The following people held office as Directors of subsidiary companies at 30 September 2022:

The following former Directors of the Company’s subsidiaries ceased to hold office during the year: 2022 –

Alastair James Spence, Derek Dyamond.

Directors of the Company’s subsidiaries do not receive any remuneration or other benefits in respect of

their appointments.

Gentrack LimitedJohn Priggen, Allan Sampson

Veovo Group LimitedJohn Priggen, James Williamson, Gary Miles, Hayden Davies

Gentrack Group Australia Pty LimitedJohn Priggen, Mark Humphreys

Gentrack Pty LimitedJohn Priggen, Mark Humphreys

Gentrack UK LimitedJohn Priggen, Geoffrey Childs

Gentrack Holdings UK LimitedJohn Priggen, Geoffrey Childs

Junifer Systems Limited (not trading)John Priggen

Gentrack (Singapore) Pte LtdJohn Priggen, Allan Sampson, K Kalaai Araasi Pillai

Gentrack Software Private LtdJohn Priggen, Amol Ganpati Mainkar (TMF), Anugraha Mundra (TMF)

Veovo Holdings DenmarkJames Williamson, Gary Miles

Veovo ASJames Williamson, Peter Christian Knudsen

CA Plus LimitedJames Williamson

Evolve Analytics Limited (not trading)John Priggen

Evolve Parent Limited (not trading)John Priggen

Veovo IncJohn Priggen, James Williamson

Veovo NZ Limited (trading from 1 October 2020) John Priggen, James Williamson, Hayden Davies

Veovo UK Limited (trading from 1 October 2020) John Priggen, James Williamson

Veovo IP Limited (trading from 1 October 2020) John Priggen, James Williamson, Hayden Davies

Corporate governance | 72

CORPORATE GOVERNANCE
Corporate governance | 73

DONATIONS

The Company made donations of $27,132 during the year ended 30 September 2022.

CREDIT RATING

The Company has no credit rating.

FOREIGN EXEMPT LISTING

ASX approved a change in the Company’s ASX admission category from an ASX Listing to an ASX Foreign Exempt

Listing, effective from the commencement of trading on 30 March 2016.

The Company continues to have a full listing on the NZX Main Board, and the Company’s shares are still listed on

the ASX. The Company is primarily regulated by the NZX, complies with the NZX Listing Rules, and is exempt from

complying with most of the ASX Listing Rules (based on the principle of substituted compliance).

WAIVERS

NZX RegCo granted Gentrack Group Limited a waiver from the requirement for the Company to include an appraisal

report with its 2021 Notice of Meeting in respect of the resolution relating to the issue of performance rights to its

Managing Director under Listing Rule 7.8.5. The terms of the waiver can be found on the Company’s announcement

page on the NZX website (https://www.nzx.com/companies/GTK/announcements)

ANNUAL MEETING

Gentrack Group Limited’s Annual Meeting of Shareholders will be held on 23 February 2023. A notice of Annual

Meeting and Proxy Form will be circulated to shareholders in January 2022.

CORPORATE DIRECTORY
REGISTERED OFFICE

Gentrack Group Limited

17 Hargreaves Street, St Marys Bay, Auckland 1011,

New Zealand

Phone: +64 9 966 6090

Level 15, 628 Bourke Street, Melbourne, VIC 3000

Australia

Phone: +61 3 9867 9100

POSTAL ADDRESS

PO Box 3288, Shortland Street, Auckland 1140

New Zealand

Level 15, 628 Bourke Street, Melbourne, VIC 3000

Australia

NEW ZEALAND INCORPORATION NUMBER

3768390

AUSTRALIAN REGISTERED BODY NUMBER (ARBN)

169 195 751

DIRECTORS

Andy Green, Chair

Fiona Oliver

Nick Luckock

Stewart Sherriff

Darc Rasmussen

Gary Miles

COMPANY SECRETARY

Kerry Nickels

AUDITOR

Ernst & Young

2 Takutai Square

Auckland CBD

Auckland 1010

LEGAL ADVISERS

Bell Gully

BANKERS

ASB BANK LIMITED

BANK OF NEW ZEALAND

HSBC PLC NORDEA DENMARK A/S

BANK OF VALLETTA PLC

TRUIST FINANCIAL CORPORATION

SHARE REGISTRAR

NEW ZEALAND

LINK MARKET SERVICES LIMITED

Level 30, PWC Tower 15

Customs Street West,

Auckland 1010

PO Box 91 976, Auckland 1142

Phone: +64 9 375 5998

Facsimile: +64 9 375 5990

Email: enquiries@linkmarketservices.com

AUSTRALIA

LINK MARKET SERVICES LIMITED

Level 12, 680 George Street, Sydney, NSW 2000

Locked Bag A14, Sydney South, NSW 1235

Phone: +61 1300 554 474

Facsimile: +2 9287 0303

Email: enquiries@linkmarketservices.com

Corporate directory | 74

Gentrack
About

Utilities companies are at the sharp end of a volatile market,

operating businesses in unprecedented change, while also

trying to create a more sustainable tomorrow. For over 30 years

Gentrack has been partnering with the world’s leading utilities.

More than 50 energy and water companies rely on Gentrack.

Our g2.0 solution combines this wealth of experience with

Salesforce’s unbeatable CRM, Gentrack’s leading meter-to-cash

platform and a composable architecture on AWS. g2.0 ensures

high performance, security, scalability, and rapid prototyping

for innovation at pace.


When it comes to transformations, you can count on us.

www.gentrack.com

© 2022 Gentrack. All rights reserved.

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.