Rakon Limited/Announcement
Rakon Limited logo

Rakon delivers strong core business growth

Full Year Results23 May 2023RAKInformation Technology

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



Results for announcement to the market

Name of issuer Rakon Limited

Reporting Period 12 months to 31 March 2023

Previous Reporting Period 12 months to 31 March 2022

Currency New Zealand Dollar


Amount (000s) Percentage change

Revenue from continuing

operations

$180,334 5%

Total Revenue $180,334 5%

Net profit/(loss) from

continuing operations

$23,219 -30%

Total net profit/(loss) $23,219 -30%

Interim/Final Dividend

Amount per Quoted Equity

Security

$0.01500000

Imputed amount per Quoted

Equity Security

$0.00583333

Record Date 24 July 2023

Dividend Payment Date 8 August 2023

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$0.66


$0.56

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

Please refer to the Commentary and the audited financial

statements released in conjunction with this announcement.

Authority for this announcement

Name of person


authorised

to make this announcement

Maureen Shaddick

Contact person for this

announcement

Anand Rambhai

Contact phone number +64 (0) 9 571 9225

Contact email address anand.rambhai@rakon.com

Date of release through MAP


24/05/2023

Audited financial statements accompany this announcement.

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Rakon Limited
T +64 9 573 5554

8 Sylvia Park Road, Mt Wellington, Auckland 1060, New Zealand

Private Bag 99943, Newmarket, Auckland 1149, New Zealand

Page 1 of 4 w w w . r a k o n . c o m




Market Release 24 May 2023

Rakon delivers strong core business growth and all key milestones in growth plan

Global Technology company Rakon (NZX: RAK) has today released its financial results for the twelve

months ended 31 March 2023.

All numbers are stated in New Zealand dollars (NZ$) and relate to the twelve months ended 31 March

2023 (FY23), with comparisons to the twelve months ended 31 March 2022 (FY22) unless stated

otherwise.

Highlights

 Revenue increased $8.4 million (5%) to $180.3 million reflecting core business growth

offsetting chip-shortage revenue impacts

 Revenue growth was consistently strong across all core markets - Telecommunications up

17% to $100.6 million, Space and Defence up 18% to $28.9 million and Positioning up 21% to

$33.8 million

 Underlying EBITDA

1

of $42.2 million (FY22: $54.4 million) reflecting increased investment in

growth initiatives and inflationary pressures

 Operating cash flow of $11.1 million (FY22: $30.2 million) reflects increased investments in

growth initiatives, inventory built up to provide supply chain resilience and inflationary

pressures

 Achieved all FY23 milestones in three-year growth plan including nearing completion of India

Manufacuring facility and increased presence in Space and NewSpace ecosystem

 Commences dividend payments declaring fully imputed FY23 dividend of 1.5 cents per share

and to introduce a Dividend Reinvestment Plan

Chief Executive Officer, Sinan Altug says “FY23 has been the best year ever for our core business with

continued growth in global demand for Rakon’s industry-leading products across all key markets. I’m

proud that we were able to deliver on all of the key milestones for our three year growth plan which we

outlined to shareholders last year.”

“Over the last 4 years we have delivered a 36% CAGR of Underlying EBITDA for our core business

reflecting Rakon’s strong competitive advantages. The longer-term fundamentals of our markets remain

strong and the opportunities significant. The strategic investments we are making in growth provide a

strong foundation for future expansion in both core and new markets.“ said Mr Altug

Rakon Chair Lorraine Witten says “Today marks a landmark in Rakon’s fiscal journey, with the

commencement of dividends. Following careful management of our cashflow during the year and an

improved operating risk profile, the Board have declared a fully imputed 1.5 cent per share dividend

and will introduce a dividend reinvestment plan”

Financial Result

Total revenue for the year was up 5% at $180.3 million, compared with $172.0 million for FY22. Revenue

growth was consistently strong across all core markets. Telecommunications, Rakon’s largest market,





Page 2 of 4 w w w . r a k o n . c o m


grew by 17% to $100.6 million (FY22: $86.0 million) on the back of continued 5G and 4G network

infrastructure growth globally. Increased activity in both Space and Defence segments resulted in an

18% revenue increase, to $28.9 million (FY22: $24.5 million). Positioning grew by 21% to $33.8 million

(FY22: $28.1 million) driven by increased demand for Rakon’s precision timing products in the

industrial, agricultural, automotive and emergency locator beacon segments. Additional revenue from

the one-off chip shortage contracts fell $15 million as contracts completed over the year and global

chip supply normalised.

Gross profit was slightly lower at $88.8 million, while gross margin percentage was 49% (FY22: 52%)

reflecting a shift in the product mix. As expected, operating expenses increased in FY23 by $9.5 million

(19%). This increase is attributed to strategic investments in resources and innovation, supporting

Rakon’s future growth trajectory, combined with some impact from inflationary pressures on labour,

energy costs and other overheads. The rise in operating expenses was partially offset by the favourable

foreign exchange gains of $3.0m million mainly from revaluation of our USD debtors and bank balances.

Underlying EBITDA of $42.2 million was within the guidance range of $40-44 million, representing an

EBITDA margin of 23%. Net Profit After Tax (NPAT) was $23.2 million, reflecting Underlying EBITDA as

well as a share of a loss made by an associate.

Operating cash flow for the period was $11.1 million, down on last year’s $30.2 million as the result of

increased investments in growth-related initiatives, technology innovation, and increased inventory to

provide supply chain resilience, in addition to increased overhead costs reflecting the current

inflationary environment.

Balance Sheet

Rakon’s balance sheet remains robust, with net assets increasing by 16% to $156.9 million since March

2022. The company had $16.5 million in net cash at balance date, $6.8 million lower than a year ago as

it continued to self-fund key growth-focused projects. Payments of $9.5 million were made during the

year for construction of the new manufacturing facility in India, which is now largely complete.

Borrowings reduced by $10.7 million during the year. The $10 million private debt facility held at the

beginning of the year was repaid and a new, more flexible debt facility arrangement was agreed with

ASB Bank, which remains undrawn.

Inventory levels increased over the first half, following the deliberate strategy to build safety stocks of

raw materials and finished products to mitigate supply chain risks, ensure delivery continuity for key

customers and also to support the transfer of Rakon India’s manufacturing operation to the new facility.

Since 30 September 2022 inventory has reduced 13% and it is expected the balance date inventory

level of $62.6 million (FY22: $57.3 million) will continue reducing through FY24 as supply chain volatility

reduces and manufacturing volumes build in the new facility.

Rakon will continue to manage its balance sheet to support the company’s long-term sustainability and

growth strategy, including maintaining capacity to execute on growth opportunities over time.





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Growth strategy

FY23 marked the launch of Rakon's three-year growth plan and every objective set for FY23 has been

successfully achieved.

The new XMEMS® nanotechnology frequency control products launched during the year has received

exceptional feedback. The UK-based semiconductor development programme has been expanded and

successfully released Niku™, Rakon’s next generation semiconductor chip. Rakon is achieving strong

industry support for its low earth orbit (LEO) satellite subsystems as well as the highest validation with

multiple Rakon products onboard a groundbreaking European Space Agency mission to study Jupiter’s

moons for signs of life. The construction of Rakon’s new manufacturing Centre in India is largely

complete, and past the peak risk, with the first products already being produced and the relevant

certifications achieved.

Rakon continues to evaluate and consider potential acquisition opportunities which align with its

strategy, and sees clear synergies in acquiring a US-based business that provides access to top-tier US

customers through local manufacturing and strengthens existing customer relationships. Rakon is

engaging with a shortlist of suitable target companies and taking the necessary time to ensure any

potential acquisition will enhance or be supported by our competitive advantage and capability, and be

value-accretive.

Dividends

The Board has rigorously assessed Rakon's future capital requirements in line with its three-year growth

plan, cash flow forecasts, and relevant external variables.

The careful management of free cash flow through the year has enabled borrowings to be repaid, a

strong balance sheet to be maintained and growth initiatives to be funded. Alongside this there has

been an improvement in the company’s operational risk profile following the resolution of raw material

shortages and the near completion of the Indian facility.

Therefore, the Board is pleased to confirm that Rakon will commence dividend distributions. The Board

is declaring a FY23 fully imputed dividend of 1.5 cents per share, with a record date of 24 July 2023 and

payment date of 8 August 2023. The payment date of this dividend has been set to allow time for the

introduction of a Dividend Reinvestment Plan.

The Board believes this level of dividend payment is sustainable through the investment and execution

of the three-year growth plan which is focussed on delivering shareholder value over time.


Outlook

The continued revenue and margin growth of the core business over the last five years highlights

Rakon’s competitive advantages and the trust customers have in its products, innovation and customer

service, regardless of where they are in the world. The longer-term growth fundamentals for Rakon’s

core markets remain strong and the opportunities significant with the ongoing evolution of 5G, cloud

and edge computing, autonomous machines and vehicles, aerospace and the entire NewSpace

ecosystem..





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In the short-term, Rakon expects FY24 Underlying EBITDA of between $26 million and $34 million. This

reflects the industry-wide normalisation of inventory levels among customers, which is anticipated to

have a $10 - $15 million revenue impact on FY24 principally affecting the first half of the year in the

Telecommunications and Positioning Segments. The demand in Space and Defence remains strong.

The one-off chip shortage contracts that benefited FY22 and FY23 also rolled-off during FY23. In

addition, Rakon continues to feel the impacts of labour shortages and inflationary pressures and is

focused on making appropriate operating adjustments to optimise short-term financial performance

without diminishing its future growth path.

Focused on sustained growth and shareholder value, Rakon continues to invest in growth and is on

track with its three-year growth plan that provides a strong foundation for future expansion in both

core and new markets. Rakon’s new India facility, which will be inaugurated in June, provides a vital

long-term competitive advantage with significantly enhanced manufacturing capacity and capability

and lower production costs. Rakon also continues to actively seek growth opportunities, including

acquisitions, where it sees future value creation and alignment with our growth strategy.

Ends

Authorised for release to the NZX by Rakon’s Board of Directors.

Conference call details

Sinan Altug (Chief Executive Officer) and Anand Rambhai (Chief Financial Officer) will present the

FY2023 Financial Results and Business Update at 11.00am NZST. All shareholders are invited to listen

and view the presentation broadcast. To join the live broadcast online please pre-register using this

Registration link

Contact:

Investor and media relations

Nick Laurent

nick.laurent@rakon.com

+64 21 240 7541

www.rakon.com

About Rakon

Rakon is a global high technology company and a world leader in its field. The company designs and manufactures advanced

frequency control and timing solutions. Its three core markets are Telecommunications, Positioning and Space and Defence.

Rakon’s products are found at the forefront of communications where speed and reliability are paramount. Its products create

extremely accurate electric signals which are used to generate radio waves and synchronise time in the most demanding

communication applications.

Rakon has three manufacturing plants, six research and development centres, and sixteen customer support offices worldwide.

Founded in Auckland in 1967, Rakon is proud of its New Zealand heritage. It is a public company listed on the New Zealand stock

exchange, NZX, ticker code RAK.

1

Non-GAAP disclosures

Refer to note 4 of the FY2023 audited consolidated financial statements for an explanation of how ‘Non-GAAP Financial

Information’ is used, including a definition of Underlying EBITDA’ and reconciliation to net profit after tax (NPAT)

---

0
FY23 financial results and business update

24 May 2023© Rakon Limited

12 months to 31 March 2023

1
This presentation contains not only a review of operations, but also some forward looking statements

about Rakon Limited and the environment in which the company operates. Because these statements are

forward looking, Rakon Limited's actual results could differ materially.

Although management and directors may indicate and believe that the assumptions underlying the

forward looking statements are reasonable, any of the assumptions could prove inaccurate or incorrect

and, therefore, there can be no assurance that the results contemplated in the forward looking

statements will be realised.

Media releases, management commentary and investor presentations are all available on the company's

website and contain additional information about matters which could cause Rakon Limited's

performance to differ from any forward looking statements in this presentation. Please read this

presentation in the wider context of material previously published by Rakon Limited.

All figures are presented in New Zealand dollars unless otherwise indicated. All comparisons are to the prior

corresponding period (12 months to 31 March 2022) unless otherwise noted.Refer to note 4 of the FY2023

audited consolidated financial statements for an explanation of how ‘Non-GAAP Financial Information’ is used,

including a definition of ‘Underlying EBITDA’ and reconciliation to netprofitaftertax (NPAT).

Disclaimer

2
FY23 highlights

Delivery of all milestones in 3-year growth plan and commenced dividends

$10.7mborrowings

repaid

Highest ever core

revenue +16% growth

Indiamanufacturing

facility –opens in June

Stable margins

maintainedacross

core markets

All FY23 growth

milestones achieved

in 3-year plan

Dividend declared and

DividendReinvestment

Plan

3
$37m

$39m

$11m

$15m

$23m

$54m

$42m

FY19FY20FY21FY22FY23

Underlying EBITDA

CoreTCXO chip shortageAssociate

Strongcore business growth offsets chip-shortage revenue impacts

Financial result reflects investment in future growth and inflationary pressures

3

Revenue

$180.3m

$8.4m +5%

Net profit after tax

$23.2m

$-9.9m -30%

Operating cash flow

$11.1m

$19.1m -63%

Net cash

$16.5m

Underlying EBITDA

$42.2m

$12.2m -23%

$6.8m -29%

$141m

$164m

$114m

$119m

$128m

$172m

$180m

FY19FY20FY21FY22FY23

Revenue

Core businessTCXO chip shortage

Gross Margin

$88.8m

$1.3m -1%

4
FY23 Operating performance

4

4

SinanAltug, Chief Executive Officer

5
5

Core business -Telecommuncations

Strong growth continues driven by 5G deployments

and 4G network upgrades

5

FY23

•Revenue up 17% driven by 5G network deployments and 4G

network upgrades

•Gross margin up $5.4m (14%) to $43m

•Key design wins

•new XMEMS® products being qualified into next generation

5G equipment

•strong uptake for our next-generation Mercury X OCXO

•products being supplied into emerging architecture:O-RAN,

C-RANand edge computing

FY24 and beyond

•Tier 1 customers reducing inventories after accumulating safety

stocks in the past 2 years to mitigate supply chain risk

•Order book growingand confidentit will deliver design

opportunities asitacceleratesover next5years

•Strong market growth expected, with 5G subscriptions forecast to

reach 5 billion in 2028

$54m

$65m

$77m

$86m

$101m

38%

40%

40%

44%

43%

FY19FY20FY21FY22FY23

Revenue & Gross Margin %

RevenueGross Margin %

5X growth

forecast in 5G

subscriptionsby

2028

FY23Revenueup

17%

6
6

6

Core business –Space andDefence

Strong revenuegrowthand high stable margins

in most demanding market

FY23

•Revenue up 18%, driven mainly by demand for high-reliability space

applications

•Gross margin up $2.7m (16%) to $19.7m representing 68% of

revenue;reflects high value and performance requirements of market

•Good progress in NewSpace programme, building R&D capability,

product portfolio and strategic relationships

FY24 and beyond

•Solid FY24 order book in both Space and Defence and confident of

maintaining FY23 revenue

•In Space market, Rakon is Involved in increasing number of

telecommunications and LEO-PNT constellations (Low Earth Orbit -

Positioning, Navigation and Timing)

•In Defence market, seeing strong demand in communication

applications

•Emerging low earth orbit (LEO) satellites projected to more than

double the space market and drive a three-fold increase in the

number of active satellites by 2030

$32m

$28m

$30m

$24m

$29m

69%

69%

68%

69%

68%

FY19FY20FY21FY22FY23

Revenue & Gross Margin %

RevenueGross Margin %

"The space market... has grown to

approximately $447 billion—up from

$280 billion in 2010—and could grow to

$1 trillion by 2030."

FY23Revenueup

18%

7
7

7

Core business –Positioning

Steady industrial growth supported by

strong locator beacon resurgence

FY23

•Revenue up 21% driven by:

•Solid growth in industrial and automotive segments

•Returning global travel driving higher emergency locator beacon

business

•Gross margin increased 10% to $18m or 53% of revenue

FY24 and beyond

•Temporary slowdown of orders as some customers re-adjust

inventory levels

•Beyond inventory corrections, customers forecasting strong long-

term market growth, ourcustomer service and product performance

positions us well to capture thatgrowth

$20m

$19m

$14m

$28m

$34m

40%

36%

48%

58%

53%

FY19FY20FY21FY22FY23

Revenue & Gross Margin %

Core revenueTCXO chip shortageGross Margin %

FY23Revenueup

21%

8
Other markets

Completion of major TCXO chip shortage order

8

8

FY23

•Completion of major TCXO chip shortage order during the

period

•Captured short term opportunity due toability to design a

solution and quickly scale up for production,with manufacturing

commencing three months after securing the order

•Applications include wireless control systems, machine to

machine communication, IoT, smart grids & smart metering for

electricity and gas

$8m

$7m

$7m

$33m

$17m

16%

-5%

15%

57%

48%

FY19FY20FY21FY22FY23

Revenue & Gross Margin %

Core revenueTCXO chip shortageGross Margin %

9
9

9

FY23Financial overview

AnandRambhai, Chief Financial Officer

$141m
$164m

$114m

$119m

$128m

$172m

$180m

FY19FY20FY21FY22FY23

Revenue

Core businessTCXO chip shortage

Strong core business growth offsets chip-shortage business

10

10

$72m

$80m

$52m

$52m

$59m

$90m

$89m

45%

44%

46%

52%

49%

FY19FY20FY21FY22FY23

Gross Margin

Gross Margin %

$37m

$39m

$11m

$15m

$23m

$54m

$42m

FY19FY20FY21FY22FY23

Underlying EBITDA

1

CoreTCXO chip shortageAssociate

$19m

$23m

$3m

$4m

$10m

$33m

$23m

FY19FY20FY21FY22FY23

Net Profit

Growth across all our core markets

Decrease innetprofitcompared to FY22
explained

Net profit & Underlying EBITDA explained

11

11

How the current period net

profit translates to EBITDA

Others

1

-include movement in other operating general and administration expenses

Timemaker share

2

-adjustment for Timemaker share of interest, tax and depreciation

major general and administration

expenses variances

Financial result reflects investment for growth and inflationary pressures

•Unrealised FX gains on revaluation of USD

bank and debtors with 10% lower NZD/USD

than March 2022

•Timemaker impacted by consumer electronics

slowdown and high inventories held by

customers

•Higher R&D investment with relocation and

strengthening of the chip design team

•General & admin cost reflecting investment

into our people and inflationary pressures (incl.

labour shortages)

•Work underway to streamline operating

expenses and overhead and accelerated

manufacturing transfers

How net profit translates to cash
12

12

How net profit translates to operating cash

How operating cash translatesto

movement in net cash

Investment for

growth

•Increased inventory to mitigate supply chain

risks and support transfer of manufacturing

to new India factory

•Inventory trending down since Sept 2022

and expected to continue

•Focus on optimising receivables and

payables to enhance cashflow

•India building largely complete with majority

of spend in FY23

•$9.2m capex includes spend on XMEMS,

capitalised R&D, capacity expansion,

replacement of aging equipment

Other

1

–non-cash items including unrealised foreign exchange, share of net profits of associate (Timemaker), employee share

based expense, and movements in other provisions

Net cash

$16.5m

$6.8m

Inventory management and investment for growth impacting cash position

1
99% of revenue is non-NZD currencies (mostly USD) with more significant exposure NZD/USD. Hedging covers up to 36 months exposure on a net basis.

2

excluding NZ IFRS 16

FY23 Financial metrics

•Revenue growth was consistently strong across all core markets.

•Additional revenue from the one-off chip shortagecontracts fell

from $31m to $16m

•$3.0m FX gain in FY23, compared to -$1.0m in FY22

1

•Operating expenses increased by $9.5m reflecting investment in

resources and innovation to support future growth and

inflationary pressures on labour and energy costs

•$18.7m capital expenditure continues investment into the

growth strategy while supporting existing operations.

•$9.5m spent on the new India building

•balance on additional capacity and maintaining

existing production

13

13

Performance for the year to 31 March

NZ$m

FY23FY22variance% change

Revenue180.3172.0+8.4+5%

Gross profit88.890.1-1.3-1%

Gross margin %49.2%52.4%-3.1 ppts

Operating expenses58.849.3+9.5+19%

Other operating income0.41.6-1.2-75%

Net profit after tax23.233.1-9.9-30%

Underlying EBITDA

1

42.254.4-12.2-23%

Capital expenditure18.710.4+8.3+80%

Operating cash flow11.130.2-19.1-63%

Financial PositionMar-23Mar-22variance% change

Net cash / (net debt)

2

16.523.2-6.8-29%

Inventory62.657.3+5.3+9%

Hedging NZD/USD

FY24

FY25

FY26

% of net exposures covered by hedging

74%

45%

6%

average rate of cover

0.6460

0.6150

0.6098

14
Strategyand Outlook

14

SinanAltug, Chief Executive Officer

15
Clear growth strategy to deliver shareholder value

16
3-year growth roadmap

Achieved all FY23 milestones

17
New India facility near completion

Increase capacity, extend product lifecycles

and improve economies of scale

•Facility largely complete, opening in June 2023

•Total cost on track for $14-$15m, with majority of spend in FY23

•Customer supply continued uninterrupted supported by business

continuity planning and high inventories

•Crystal manufacturing commenced Feb 2023 and OCXO oscillators

produced in March 2023

•Bringing forward the transfer of key products to be manufactured to

achieve economies of scale and stronger margins

18
Significantprogress in other key investment areas

Rakon proprietary semiconductor chipsXMEMS

®

nanotechnology manufacturing

NewSpace-LEO satellites

•Rakon’s own chips deliver superior

product performance and 45% of FY23

revenue at 15%+ higher margins

•Invested to expand capability to design

and reduce time to market

•Niku™TCXO chip released in late 2022

•OCXO products containing the Mercury+

chip approved in several Tier 1 telecom

reference designs

•Strong edge computing market interest

in new MercuryX (XMEMS®

manufactured) products

•Game changing technology allowing

production of miniaturised products

•Five products now generating

revenue at strong margins

•Positive customer feedback on

performance

•Investment in new equipment,

significantlyincreasing manufacturing

capacity

•On track to become cashpositive by

the end ofFY25

•Products which combine space-grade

performance with higher volume

manufacturing capability

•Invested in R&D, supply chain and

establishing dedicated internal team

•GNSS Received product launched on

board an in-orbit demonstration

mission at the end of FY23

•Strategic partnershipsprogressed to

support key products

•On track to become cash positive by

the end ofFY25

Invested $17m in R&D in FY23

19
•Declared afully imputed dividend of 1.5 cents per share

•improvedFY24operational risk profile withreducedimpacts from

raw material issues and nearcompletion of Indian facility

•reviewed3-year growth plan, cash flow forecasts and relevant

externalvariables

•Board anticipate level of dividend to be sustainable through execution and

investmentin 3-year growth plan

•Introduction of Dividend Reinvestment Plan

Commencing dividends

Careful cash flow management and improved operational

risk profile with continued focus on delivering growth

Borrowings repaid

in FY23

$10.7m

$156.9m

$21.7m +16%

R&D

$17.0m

$2.3m +16%

Fully imputed Final

Dividend

1.5cps

Dividend

Reinvestment Plan

to be introduced

$14-15m

India facility total

investment (expected)

Net Assets

•Anticipate FY24 Underlying EBITDA in range of $26m -$34m
•industry-wide normalisation of customer inventory levels expected

to impact FY24 Revenue by $10-$15m, principally in H1 in Telecom

and Positioning Markets

•spaceand defence market demand remains strong

•one-off chip shortage contracts rolled off in FY23

•Focused on optimising short term financial performance

•streamlining operating expenses and overhead

•actively managing continued impact of labour shortages

•accelerating manufacturing transfers

•Continued execution of 3-year growth plan during FY24 and FY25

•Ongoing assessment of acquisition opportunities as a part of growth

strategy ensuring enhancement of competitive advantage and value

creation

•Core markets remain strong and opportunitiessignificant with the ongoing

evolution of 5G and edge computingautonomous machines and vehicles,

aerospace and the entire NewSpace ecosystem

20

FY24 and beyond

Our customer relationships, product leadership and

investment in growth position us well for futuregrowth

21
Q&A

21

Cloud computing: Allows users to have on-demand availability of a remote
computer system’s resources for improved computing power or data

storage (usually located quite far from the user, such as in another country)

Datacentres: Usually a building that is used to hold a computer system and

other components to backup data

Design-in: An opportunity that allows Rakon’s product to be used as the

reference component for certain customer reference designs (a technical

blueprint of a system intended to be used by customers)

Edge computing: Allows users to have on-demand availability of a remote

computer system’s resources for improved computing power or data

storage (usually located close to the user, such as within the same city)

5G: 5th generation of the telecommunications standard, providing 10 to

1000 times better performance in many different applications

5G millimetre wave technology: The equipment that enables higher

frequency data transmission in 5G

NewSpace/ NewSpace LEOs: Refers to space sector commercialisation,

that are mainly low earth orbit (LEO) satellites

Mercury™ / Mercury+™: Rakon’s proprietary integrated circuit used in

OCXOs to achieve clock variations to less than 1 billionth of a second, these

enable precision timing in 5G applications

OCXO: Oven Controlled Crystal Oscillator. A crystal oscillator that uses a

miniaturised oven to keep its internal temperature constant

O-RAN: Mobile networks that are more intelligent, open, virtualised and fully

interoperable

Pluto®: Rakon’s proprietary integrated circuit used in TCXOs to achieve clock

variations to less than 100 millionth of a second; these enable higher data rates

in 5G applications

System solutions:Refers to Rakon’s solutions that include high performance

products, equipment and consulting services for Space & Defence

TCXO: Temperature Compensated Crystal Oscillator. A crystal oscillator with

additional circuitry to remove frequency variations due to temperature change

Tier 1customers: recognised key players within their respective industries, that

make up a significant market share

VCXO: Voltage Controlled Crystal Oscillator (VCXO). A crystal oscillator with an

adjustable output frequency

XMEMS®: Crystal Micro-Electro-Mechanical System. Rakon’s advanced quartz-

based resonator technology. It is made with Rakon’s nano-technology

microfabrication process, delivering unprecedented resonator and oscillator

performances

22

22

Glossary

23
Appendices

23

www.rakon.com
24

---

RAKON / ANNUAL REPORT / 2023
The Future.

Connected.

Excited about our future
Rakon’s industry leading technologies provide the electronic 

heartbeat for thousands of systems around the world, and beyond.

Our groundbreaking frequency control and timing products

have landed on Mars and are now on course for Jupiter. And back

on earth, they are enabling next generation applications in the

telecommunications, space and defence, and positioning markets.

Those markets are continuing to grow and we are growing

with them. With each milestone accomplished through our growth

strategy, we are positioning ourselves for greater steps forward.

We’re excited about our future and can’t wait to see what’s next.

RAKON / ANNUAL REPORT / 2023

Ultra-stable TCXO not shown to scale, actual size: 7mm x 5mm

Good to grow
Delivering on our strategic growth objectives creates

long-term value for our shareholders.

Our three-year growth strategy maps the paths for

achieving that growth. We’ve hit our FY23 milestones

and are continuing to create resounding value by:

growing our core business, maintaining product and

technology leadership, expanding into new markets,

and delivering world-class manufacturing.

01

RAKON / ANNUAL REPORT / 2023

RAKON / ANNUAL REPORT / 2023
02

RAKON / ANNUAL REPORT / 2023

Born to innovate
Innovation is in Rakon’s DNA.

The same innovative spirit that started in a garage

in Auckland, New Zealand, over 50 years ago,

is now leading the next generation of electronic

heartbeats for thousands of applications around

the world and beyond.

Our people are the driving force behind Rakon’s

culture of innovation. Together we pioneer what’s

next across R&D and manufacturing sites in

New Zealand, France, UK and India – partnering

with customers to create solutions that

perform at ever greater levels.

RAKON / ANNUAL REPORT / 2023

03

RAKON / ANNUAL REPORT / 2023

Ultra Stable TCXO with Niku™ semiconductor not shown to scale,
actual size: 5mm x 3.2mm

Next generation performance

XMEMS

®

+ Niku

TM

Rakon’s industry-leading XMEMS

®

resonators and

nanotechnology manufacturing process enables the

incredible accuracy needed to develop and deliver

miniaturised products with unprecedented performance.

Coupled with our next generation semiconductors like

Niku™, this technology forms the foundation of Rakon’s

latest suite of frequency control and timing solutions.

RAKON / ANNUAL REPORT / 2023

04

RAKON / ANNUAL REPORT / 2023

Connected to our core markets
Continued growth in global demand for Rakon’s

industry-leading products in our key markets of

telecommunications, space and defence and

positioning, has allowed us to sustain the record

revenue levels achieved last year.

As we continue to build and strengthen our customer

relationships, and innovate the next wave of high-

performing products, we’re positioned to grow

with industries like NewSpace and

5G telecommunications as they deliver on their

massive potential.

and the LEO satellite ecosystem

05

RAKON / ANNUAL REPORT / 2023

This document reports on Rakon’s
operational and financial performance for

the year to 31 March 2023 (FY23). We

have focused on what we believe matters

most to our stakeholders and business.

This report provides a clear look at our company and shows

how we are delivering against our strategic priorities of

technology innovation, core markets, customer partnerships,

and flexible, scalable operations.

Our commitment to sustainability is demonstrated through

our Environmental, Social and Governance (ESG) actions.

This year we report on our progress across a number of

material ESG related topics and provide our first climate

report following, where we can, the disclosure

recommendations of the Taskforce on Climate-related

Financial Disclosures (TCFD). Pages 46–70 show our

current journey.

We have endeavoured to ensure all information is accurate,

including performing internal verification. The information

provided in this report has been compiled in line with NZX

Listing Rules and recommendations for investor reporting.

The financial statements on pages 71–115 have been

prepared in accordance with appropriate accounting

standards and have been independently audited by

PricewaterhouseCoopers.

We know that our investors prefer to view this report online.

Our company review and financial documents are included

in this report, in an easy-to-read format.

We welcome your feedback on this report, including how we

can improve. If you would like to let us know any comments

or suggestions please email us at: investors@rakon.com.

Welcome to our 2023 Annual Report

06

RAKON / ANNUAL REPORT / 2023

THE YEAR
IN CONTEXT

About Rakon

08

Performance snapshot

10

Chair & CEO report

11

Our global footprint

15

OUR LONG-TERM

GROWTH PLAN

Our growth strategy

18

How we create

long-term value

19

3-Year growth roadmap

20

STRONG PROGRESS

IN CORE MARKETS

Telecommunications

24

Space and defence

26

Positioning

28

Other markets

30

SUSTAINABILITY

AND ESG

FUTURE-FOCUSED

PATHS TO GROWTH

Our people

38

Our board

42

Management team

44

Driving sustainability

through our business

46

Our ESG framework

48

Improving our

environmental impact

50

Our supply chain

People and practices

55

Making positive social

contributions

56

Corporate Governance

57

Glossary

69

Technology leadership

32

Expanding into new markets

33

Innovating in India

34

World class manufacturing

35

FINANCIALS

Financial statements

73

Notes to the financial

statements

78

Independent

Auditor’s Report

116

Remuneration Report

120

Shareholder

Information 2023

125

Climate Disclosures

at Rakon: FY23

128

Directory

136

010203050406

Contents

07

RAKON / ANNUAL REPORT / 2023

About Rakon
The future. Connected.

Rakon designs and manufactures advanced frequency control and

timing solutions that are critical to enabling connectivity between

people, networks and machines.

Think of our products as the ‘heartbeat’ for electronic systems.

They create extremely accurate and stable electric signals to generate

radio waves and synchronise time in everything from 5G networks

and satellites to autonomous vehicles and emergency beacons.

As technology evolves it needs increasingly faster, more precise and

more stable connectivity. That’s what we deliver. The highly accurate

and stable timing reference produced by our products makes next

generation applications possible and is relied on to deliver exceptional

connectivity in even the most extreme conditions.

08

SECTION 01 / THE YEAR IN CONTEXTRAKON / ANNUAL REPORT / 2023

01
THE YEAR

IN CONTEXT

09

SECTION 01 / THE YEAR IN CONTEXTRAKON / ANNUAL REPORT / 2023

REVENUE
$180.3m

▲ $8.4M OR 5%

+16% core revenue growth

HIGHEST EVER CORE BUSINESS REVENUE

(NON CHIP-SHORTAGE RELATED REVENUE)

Stable margins maintained

ACROSS CORE MARKETS

NET PROFIT AFTER TAX (NPAT)

$23.2m

▼ $10.0M OR 30%

3-year growth plan

FY23 MILESTONES 100% ACHIEVED

OPERATING CASH FLOW

$11.1m

▼ $19M OR 63%

I n d ia manufacturing centre of excellence

ON TRACK TO OPEN MID-JUNE 2023

UNDERLYING EBITDA

2

$42.2m

▼ $12.2M OR 23%

NET CASH (INCLUDING BORROWINGS)

$16.5m

▼ $6.8M OR 29%

Performance snapshotHighlights

All figures are presented in New Zealand dollars unless otherwise indicated.

All comparisons are to the prior corresponding period (i.e. 12 months to 31 March 2022) unless otherwise stated.

1 Refer to the footnote on page 69 for the definition of Underlying EBITDA as a non-GAAP financial measure, referred to in this document.

1.5c dividend declared

AND DIVIDEND REINVESTMENT PLAN

GROSS MARGIN

$88.8m

▼ $1.3M OR 1%

10

SECTION 01 / THE YEAR IN CONTEXTRAKON / ANNUAL REPORT / 2023

Chair & CEO report
We are proud to deliver a sound

operating result, marked by significant

expansion in our core business and

substantive progress on key initiatives

– the bedrock of Rakon’s growth plan.

The 12-month period to 31 March 2023 (FY23) has been

the best year ever for our core business with continued

growth in global demand for Rakon’s industry-leading

products across all key markets. Focused on sustained

value creation for our shareholders we have delivered all

of the key milestones in the three year growth plan

critical to Rakon’s long-term growth. Careful

management of cash flow has enabled us to maintain a

robust balance sheet, invest in growth and commence

dividends to shareholders.

We acknowledge and thank our nearly thousand-

strong global Rakon team for their efforts in making all

these achievements happen, in particular for their

dedication, can-do attitude and unrelenting commitment

to our customers.

The 12-month period

to 31 March 2023

has been the best

ever year for Rakon’s

core business.

FINANCIAL RESULT REFLECTS GROWTH IN CORE

BUSINESS AND INVESTMENT IN OUR 3-YEAR

GROWTH PLAN

Total revenue for the year was up 5% at $180.3 million,

compared with $172.0 million for the year to 31 March 2022

(FY22). Underlying EBITDA of $42.2 million was 23% lower

than last year, primarily as the result of increased operating

expenses, including investment in future growth initiatives.

Net Profit After Tax (NPAT) was $23.2 million, reflecting the

lower Underlying EBITDA performance as well as a share of

a loss made by an associate.

Revenue growth was consistently strong across all core

markets. Telecommunications, Rakon’s largest market,

grew by 17% to $100.6 million (FY22: $86.0 million)

on the back of continued 5G and 4G network infrastructure

growth globally. Increased activity in both Space and

Defence segments resulted in a 18% revenue increase,

LORRAINE WITTEN / CHAIR SINAN ALTUG / CEO

11

SECTION 01 / THE YEAR IN CONTEXTRAKON / ANNUAL REPORT / 2023

FY23FY22FY21FY20FY19
$52m

$52m

$59m

$90m

$89m

FY23FY22FY21FY20FY19

$3m

$4m

$10m

$33m

$23m

FY23FY22FY21FY20FY19

$114m

$119m

$128m

$172m

$180m

FY23FY22FY21FY20FY19

$90m

$92m

$104m

$135m

$157m

to $28.9 million (FY22: $24.5 million). Positioning grew by

21% to $33.8 million (FY22: $28.1 million) driven by

increased demand for Rakon’s precision timing products in

the industrial, agricultural, automotive and emergency locator

beacon segments.

Additional revenue from the one-off chip shortage contracts

(won in FY21 and FY22) fell from $31 million to $16 million

as the contracts completed over the year and global chip

supply normalised. Further market information is provided

on page 21.

Gross profit was slightly lower at $88.8 million, while gross

margin percentage was 49% (FY22: 52%). This mild

fluctuation was primarily due to a shift in the product mix.

Over the years, we have maintained stable overheads,

however as expected, we saw an increase in operating

expenses in FY23 of $9.5 million (19%). This increase is

attributed to our strategic investments in resources and

innovation, supporting our future growth trajectory,

combined with some impact from inflationary pressures

on labour, energy costs and other overheads. The rise in

operating expenses was partially offset by the favourable

foreign exchange gains of $3.0 million mostly from

revaluation of our USD debtors and bank balances.

Underlying EBITDA stood at $42.2 million, within our

projected guidance range of $40-44 million, representing

an EBITDA margin of some 23% - Rakon’s second-best

earnings year ever.

Operating cash flow for the period was $11.1 million, down

on last year’s $30.2 million as the result of our increased

investments in growth-related initiatives, technology

innovation, and increased inventory to provide supply chain

resilience, in addition to increased overhead costs reflecting

the current inflationary environment.

BALANCE SHEET REMAINS ROBUST

Rakon’s balance sheet remains robust, with net assets

increasing by 16% to $156.9 million since March 2022.

The company had $16.5 million in net cash at balance date,

$6.8 million lower than a year ago as we continued to

self-fund key growth-focused projects. Payments of

$9.5 million were made during the year for construction

of the new manufacturing facility in India, which is now

largely complete.

We reduced borrowings by $10.7 million during the year.

The $10 million private debt facility held at the beginning

of the year was repaid and a new, more flexible debt facility

arrangement was agreed with ASB Bank.

Inventory levels increased over the first half, following the

deliberate strategy to build safety stocks of raw materials

and finished products to mitigate supply chain risks, ensure

delivery continuity for key customers and also to support the

transfer of Rakon India’s manufacturing operation to the new

facility. Since 30 September 2022 inventory has reduced

13% and we expect the balance date inventory level of

REVENUE

GROSS MARGIN

SHAREHOLDERS’ FUNDS

NET PROFIT

12

SECTION 01 / THE YEAR IN CONTEXTRAKON / ANNUAL REPORT / 2023

CHAIR & CEO REPORT / CONTINUED

$62.6 million (FY22: $57.3 million) to continue reducing
through FY24 as supply chain volatility reduces and

manufacturing volumes build in the new facility.

We will continue to manage our balance sheet to support

the company’s long-term sustainability and growth strategy,

including maintaining capacity to execute growth

opportunities over time.

SIGNIFICANT PROGRESS AGAINST OUR

GROWTH STRATEGY

Rakon’s strategy focuses on delivering sustained value

creation for our shareholders, propelled by growth in our

core markets, market expansion through product leadership,

technological innovation, operational and manufacturing

efficiency, and fostering enduring customer relationships.

This is graphically articulated on page 18, which shows

the key strategic priorities critical to Rakon’s long-term

value creation.

Rakon’s strategic vision is bolstered by our robust three-year

plan, which we shared at last year’s annual meeting. This plan

outlines our key avenues for growth and underlines our focal

points, encompassing both organic growth initiatives and

strategic acquisitions for accelerated expansion. Our

investment strategy continues to align seamlessly with these

crucial areas. FY23 marked the launch of this three-year plan

and we are proud to announce that every objective set for

FY23 has been successfully achieved, a testament to our

strategic execution and dedication to growth.

We have received exceptional market feedback about our

new XMEMS® nanotechnology frequency control products

launched during the year. Our UK-based semiconductor

development programme has also expanded and

successfully released Niku™, our next generation

semiconductor chip. We are achieving strong industry

support for our low earth orbit (LEO) satellite subsystems

as well as the highest validation with multiple Rakon

products onboard a groundbreaking European Space

Agency mission to study Jupiter’s moons for signs of life.

We have largely completed the construction of Rakon’s

new manufacturing Centre of Excellence in India, and

we are now past the peak risk of this project, with our first

products already being produced and the relevant

certifications achieved.

We are continuing to evaluate and consider potential

acquisition opportunities which align with our strategy and

we can see clear synergies in acquiring a US-based business

that provides access to top-tier US customers through local

manufacturing and strengthens existing customer

relationships. We are engaging with a shortlist of suitable

target companies and taking the necessary time to ensure

any potential acquisition will enhance or be supported by our

competitive advantage and capability, and be value-accretive.

RAKON TO COMMENCE DIVIDENDS.

The Board has rigorously assessed Rakon’s future capital

requirements in line with its three-year growth plan, cash

flow forecasts, and relevant external variables.

The careful management of free cash flow through the year

has enabled borrowings to be repaid, a strong balance sheet

to be maintained and growth initiatives to be funded.

Alongside this there has been an improvement in the

company’s operational risk profile following the resolution

of raw material shortages and the near completion of the

facility in India.

Therefore, the Board is pleased to confirm that Rakon will

commence dividend distributions, representing a landmark in

its fiscal journey. The Board is declaring a FY23 fully imputed

dividend of 1.5 cents per share, with a record date of 24 July

2023 and payment date of 8 August 2023. The payment

date of this dividend has been set to allow time for the

introduction of a Dividend Reinvestment Plan, which will

give shareholders the opportunity to increase their

investment in Rakon without incurring brokerage charges.

It is our intention to distribute the plan’s offer document

and participation notice in the coming weeks.

The Board believes this level of dividend payment is

sustainable through the investment and execution of our

three year growth plan which is focused on delivering

shareholder value over time.

The Board is

declaring a FY23 fully

imputed dividend of

1.5 cents per share.

13

SECTION 01 / THE YEAR IN CONTEXTRAKON / ANNUAL REPORT / 2023

CHAIR & CEO REPORT / CONTINUED

GOVERNANCE
Following recent years of Board refreshment and focus on

improved governance practices, our Board is an effective

team with a strong mix of skills and experience. The Board

has a strong sense of shared purpose, a focus on key

strategic issues, risks and opportunities and a commitment

to ongoing learning and development. During the year the

Board worked closely with the Chief Executive and the

Management team to develop an environment for robust

debate while also setting high expectations for reporting,

self-review and stakeholder engagement.

We have continued to monitor and assess the risks and

opportunities facing Rakon during an extremely busy period

of delivering core business growth and simultaneously

implementing significant growth projects including

building a new manufacturing facility.

The Board has a clear vision for sustainability, with

objectives which are aligned with Rakon’s broader growth

strategy. During the year a review of board and committee

charters was completed to ensure they reflect the Board’s

oversight of a global business and particularly, to reflect

responsibility for the oversight of sustainability.

During the year considerable progress was also made in

building our capability in Environmental, Social and

Governance including climate-related matters across the

organisation. A key focus this year has been preparing for

mandatory climate reporting in 2024. We have prepared

climate disclosures aligned with the TCFD approach and

have taken an initial assessment of how climate-related

matters, risks and opportunities will impact our strategy.

During the year, we transitioned our New Zealand

manufacturing process from using carbon dioxide to nitrogen.

This has already seen a significant reduction in our Scope 1

carbon emissions in FY23, and we will contribute further

once complete in FY24. Our new manufacturing plant in

India will also allow Rakon’s vision for sustainability

to be put into practice on a larger scale.

SUMMARY AND OUTLOOK

The continued revenue and margin growth of our core

business over the last five years highlights Rakon’s

competitive advantages and the trust our customers have

in our products, innovation and customer service, regardless

of where they are in the world. The longer-term growth

fundamentals for our core markets remain strong and the

opportunities significant with the ongoing evolution of 5G,

cloud and edge computing, autonomous machines and

vehicles, aerospace and the entire NewSpace ecosystem.

Within this confident outlook Rakon acknowledges that

growth rarely follows a straight-line trajectory. In the short

term, Rakon expects FY24 Underlying EBITDA of between

$26 million and $34 million. This reflects the industry-wide

normalisation of inventory levels among customers,

following the stockpiling of components over the past two

years, which is anticipated to have a $10 - $15 million

revenue impact on FY24 principally in the first half of the

year in the Telecommunications and Positioning segments.

The demand in Space and Defence remains strong. The

one-off chip shortage contracts that benefited FY22 and

FY23 also rolled-off during FY23. We continue to feel the

impacts of labour shortages, and inflationary pressures

and are focused on making appropriate operating

adjustments to optimise short-term financial performance

without diminishing our future growth path.

Focused on sustained growth and shareholder value,

we continue to invest in growth and are on track with our

three-year growth plan that provides a strong foundation

for future expansion in both core and new markets.

We look forward to the inauguration of Rakon’s new India

facility in June, which will provide a vital long-term

competitive advantage with significantly enhanced

manufacturing capacity and capability and lower production

costs. We also continue to actively seek growth

opportunities, including acquisitions, where we see future

value creation and alignment with our growth strategy.

As we embark on an exciting year ahead, we remain

steadfast in our commitment to delivering long-term value

to our shareholders. We’re confident that Rakon’s vision,

resilience, and strategic initiatives will propel the business

to new heights.

LORRAINE WITTEN / CHAIR

SINAN ALTUG / CEO

14

SECTION 01 / THE YEAR IN CONTEXTRAKON / ANNUAL REPORT / 2023

CHAIR & CEO REPORT / CONTINUED

Our global footprint
KEY:

15

SECTION 01 / THE YEAR IN CONTEXTRAKON / ANNUAL REPORT / 2023

70

countries with

Rakon customers

7

company and partner

manufacturing sites

6

R&D centres

of excellence

16

customer support

locations

1000+

employees worldwide

46

nationalities in the

Rakon global team

••

Manufacturing sites

••

R&D centres

••

Customer support locations

••

Quality assurance

••

Key manufacturing partners

Powering the
pulse of space activity

and exploration

Rakon has a proud 40-year legacy of

delivering cutting-edge products for over

50 international space programmes,

including: Sentinel, Galileo, Rosetta

and Mars Perseverance.

Most recently, three Rakon products took flight in

April 2023 onboard the European Space Agency’s

groundbreaking JUICE mission to observe Jupiter

and its moons for signs of life.

We’ve also established ourselves in the fast

growing NewSpace and Low Earth Orbit (LEO)

satellite ecosystem – with our latest NewSpace

GNSS receiver product being used in an earth

observation satellite launched in April 2023.

An Ariane 5 lifts off April 14 carrying European Space Agency’s JUICE mission to Jupiter. Credit: ESA/M. Pédoussaut

16

SECTION 01 / THE YEAR IN CONTEXTRAKON / ANNUAL REPORT / 2023

02
OUR

LONG-TERM

GROWTH PLAN

RAKON / ANNUAL REPORT / 2023

17

SECTION 02 / OUR LONG-TERM GROWTH PLANRAKON / ANNUAL REPORT / 2023

17

Our growth strategy
FOUR PATHS TO

GROWTH

Rakon’s growth strategy is

set around an evolving set

of objectives which focus

on: growing our core

business, maintaining our

product and technology

leadership, expanding into

new markets, and being a

world-class manufacturer.

Each path has key areas

where we are focusing our

efforts to drive growth.

This may be through

organic growth initiatives

or strategic acquisitions

which accelerate growth

through access to markets

or technologies. As we

invest in growth, our

investments will align

with these areas.

GROW

OUR CORE

BUSINESS

MAINTAIN PRODUCT

AND TECHNOLOGY

LEADERSHIP

EXPAND INTO

NEW MARKETS

DELIVER

WORLD CLASS

MANUFACTURING

STRATEGIC ACQUISITIONS SUPPORTING GROWTH STRATEGY

18

SECTION 02 / OUR LONG-TERM GROWTH PLANRAKON / ANNUAL REPORT / 2023

STRATEGY

Growth of
our people

Advancement of

technology

Life-changing

applications and

scientific discovery

Increased shareholder

value

Improved

delivery

OUR OUTPUTS

Our 1000+

global team

Global manufacturing

platform & supply

Intellectual capital, R&D

investment and trusted

brand

Financial resources and

capability

Partnerships and

relationships

OUR INPUTS

How we create long-term value

Our strategic pillars:

customer partnerships;

technology innovation;

core markets, and flexible,

scalable operations – are

our key drivers of value

and underpin our

planning, activities and

how we measure

performance. They are

critical to the creation of

long-term value, while

providing the flexibility

to explore emerging

opportunities and thrive.

A VALUES-DRIVEN CULTURE

Our values-driven, innovation-focused culture provides the foundation – shaping how we capture opportunities,

manage risk, look after each other, and deliver on our ESG objectives and sustainability goals.

Enduring

relationships

and

development

of market

opportunities

Creating

first-mover

advantage and

next-generation

solutions

Enabling

efficient

delivery and

supporting

long product

life cycles

Building

leadership in

high growth,

high tech

markets

C

O

R

E


M

A

R

K

E

T

S

F

L

E

X

I

B

L

E

,


S

C

A

L

A

B

L

E


O

P

E

R

A

T

I

O

N

S

T

E

C

H

N

O

L

O

G

Y


I

N

N

O

V

A

T

I

O

N

C

U

S

T

O

M

E

R


P

A

R

T

N

E

R

S

H

I

P

S

RAKON / ANNUAL REPORT / 2023

19

SECTION 02 / OUR LONG-TERM GROWTH PLANRAKON / ANNUAL REPORT / 2023

STRATEGY

3-Year growth roadmap
FY23 milestones achieved

Delivering on our strategic

growth objectives will

deliver long-term value

for our shareholders.

We are investing in

strategic initiatives to drive

future value growth. This

three-year roadmap shows

critical milestones for these

initiatives. We are pleased

to report all milestones

were achieved in FY23.

NEW

MANUFACTURING

FACILITY IN INDIA

• Select French

NewSpace

subsystem modules

transferred

• Select NZ products

transferred

• Select NewSpace

products transferred

• Chip based product

revenue growing

• Release of next

generation chips

• Release of Vulcan

TM


next generation chip

• Chip based product

revenue growing to

over 60%

• Leadership in

targeted market

segments

• Expansion into

other product

categories

• Volume production

of XMEMS

®


• Become a top

3 player in

subsystems

• Delivery of orders

• Recognised player

in the ecosystem

• Significant orders

secured

FY25FY24

RAKON DESIGNED

SEMICONDUCTOR

CHIPS

XMEMS

®


NANOTECHNOLOGY

MANUFACTURING

NEWSPACE

BUSINESS

• Construction completed

• Fitout / capacity

expansion

• Existing manufacturing

transfer

• Substantial increase in

R&D and chip design

capability

• Release of Niku™ next

generation chip

• Continued investment in

XMEMS

®

capability

• Release of initial

XMEMS

®

based

products

• R&D and supply chain

investment

• Strategic relationships

established

FY23

20

SECTION 02 / OUR LONG-TERM GROWTH PLANRAKON / ANNUAL REPORT / 2023

STRATEGY

21
SECTION 03 / STRONG PROGRESS IN CORE MARKETSRAKON / ANNUAL REPORT / 2023

21

03

STRONG PROGRESS

IN CORE MARKETS

Strong progress
in core markets

FY23 REVENUE

$101m

▲ UP 17%

56% OF TOTAL REVENUE

Telecommunications

Revenue growth was consistently strong across all

core markets. Telecommunications, Rakon’s largest

market, grew by 17% to $101 million on the back

of continued 5G and 4G network infrastructure

growth globally. Increased activity in both Space

and Defence segments resulted in a 18% revenue

increase, to $29 million. Positioning grew by 21%

to $34 million driven by increased demand for

Rakon’s precision timing products in the industrial,

agricultural, automotive and emergency locator

beacon segments.

22

SECTION 03 / STRONG PROGRESS IN CORE MARKETSRAKON / ANNUAL REPORT / 2023

FY23 REVENUE
$34m

▲ UP 21%

19% OF TOTAL REVENUE

FY23 REVENUE

$29m

▲ UP 18%

16% OF TOTAL REVENUE

Space and defencePositioning

23

SECTION 03 / STRONG PROGRESS IN CORE MARKETSRAKON / ANNUAL REPORT / 2023

24
SECTION 03 / STRONG PROGRESS IN CORE MARKETSRAKON / ANNUAL REPORT / 2023

Telecommunications

Our market-leading products

enable data to be transmitted

across telecommunications

networks at ever-increasing

levels of speed and reliability.

Market growth is being led by

the relentless advancement of

telecommunications and cloud

computing equipment and

infrastructure - in turn driven

by rising consumer demand as

well as industries capitalising

on higher data speeds to

deliver greater functionality

to customers.

FY23FY22FY21FY20FY19
Gross MarginGross Margin %

$20m

38%

40%

44%

40%

43%

$26m

$31m

$38m

$43m

FY23FY22FY21FY20FY19

$54m

$65m

$77m

$86m

$101m

REVENUE

GROSS MARGIN

Telecommunications revenue grew 17% to $101 million,

driven by continued momentum in 5G network deployments

and 4G network upgrades. We have maintained our strong

market share with Tier-1 customers, and have entered new

strategic partnerships in the emerging O-RAN segment.

Gross margins grew to $43 million, with a slightly lower

gross margin percentage of 43% reflecting a changed

product mix.

The strong market growth rate is expected to continue for at

least the next five years, with latest industry reports showing

5G subscriptions topping one billion globally at the end of

2022 and expecting to surpass five billion by 2028 (see

chart above). Likewise, 5G is expected to account for 80%

of the estimated 300 million fixed wireless access (FWA)

connections by 2028.

Our product leadership ensures high rates of inclusion in

network equipment as well as third party reference designs

which guarantee product demand over the life of the design

being used. In FY23, we experienced key design wins with

our new XMEMS

®

manufactured products being qualified

into next generation 5G equipment, as well as strong uptake

for our next-generation MercuryX

TM

OCXOs.

We also experienced key design wins in emerging

architecture such as O-RAN, C-RAN and edge computing.

Rakon supplies leading products into these applications

including miniature Mercury+

TM

and MercuryX

TM

OCXOs –

5bn

5G SUBSCRIPTIONS ARE

FORECAST TO REACH 5 BILLION

IN 2028

FIVE-FOLD 5G SUBSCRIPTION GROWTH

BY 2028

MOBILE SUBSCRIPTIONS BY TECHNOLOGY

Source: Ericsson Mobility Report 2022 (November edition).Source: Ericsson Mobility Report 2022 (November edition).

2017

10

9

8

7

6

5

4

3

2

1

0

20182019202020212022202320242025202620272028

9.2

BILLION

8.4

BILLION

GSM/EDGE-ONLY (2G)

5G

4G

3G

TD-SCDMA (3G)CDMA-ONLY (2G/3G)

which incorporate proprietary XMEMS

®

technology. Our

order book for this segment is already growing and we are

confident it will deliver design opportunities as it accelerates

over the next five years.

Looking ahead, we are currently seeing a number of our

Tier-1 customers reducing their inventories after

accumulating safety stocks in the past two years to mitigate

supply chain risk. While this has caused a short-term

slowdown of orders, our customers’ production run rates

remain at a level consistent with FY22. We are confident that

as demand resumes, our longstanding customer

relationships and product leadership will position us well to

resume growth later in FY24.

25

SECTION 03 / STRONG PROGRESS IN CORE MARKETSRAKON / ANNUAL REPORT / 2023

TELECOMMUNICATIONS

Credit: ESA/M. Pédoussaut
26

SECTION 03 / STRONG PROGRESS IN CORE MARKETSRAKON / ANNUAL REPORT / 2023

Space and Defence

Our space and defence products

deliver the highest levels

of performance in extreme

environments; in aviation,

satellites, radar, communications

and positioning systems.

We work with key partners

in government agencies and

commercial programmes around

the world to develop next

generation solutions.

Space and defence revenue grew 18% to $29 million.
This was due mainly to increased demand for high-reliability

applications as key space programmes resumed for

telecommunications and Low Earth Orbit PNT (positioning,

navigation and timing) applications, and as defence sector

activity started to build. Gross margin grew by 16% to

$20 million, or 68% of revenue, reflecting the bespoke,

high value and performance requirements for this market.

Future growth is being led by the emerging NewSpace

and low earth orbit (LEO) satellite, market which is

projected to more than double the value of the space

market and drive a three-fold increase in the number

of active satellites by 2030.

Rakon has made solid progress over the year in its

NewSpace programme. We have built our R&D capability,

product portfolio and strategic relationships for this

longer-term play and were pleased to have our first

GNSS receiver in orbit in April 2023.

We have a solid FY24 order book in both segments and are

confident of maintaining our revenue levels of the past year.

We are seeing the strongest rate of growth in the NewSpace

market, with Rakon involved in an increasing number of

telecommunications and LEO PNT constellations where

there is a strong need for our equipment and stable clocks.

In the defence market, we are seeing strong demand in

communication applications.

FY23FY22FY21FY20FY19

Gross MarginGross Margin %

$22m

69%69%69%

68%68%

$19m

$20m

$17m

$20m

FY23FY22FY21FY20FY19

$32m

$28m

$30m

$24m

$29m

REVENUE

GROSS MARGIN

Source: McKinsey & Company: ‘A giant leap for the space industry’,

January 2023.

PROJECTIONS FOR

SPACE MARKET GROWTH

$ BILLION

27

SECTION 03 / STRONG PROGRESS IN CORE MARKETSRAKON / ANNUAL REPORT / 2023

SPACE AND DEFENCE

2023

2022

2010

~280

~447

~1,000

28
SECTION 03 / STRONG PROGRESS IN CORE MARKETSRAKON / ANNUAL REPORT / 2023

Positioning

Our positioning products meet

the most accurate positioning

requirements in key industries:

aircraft/marine navigation, survey

equipment, emergency beacons,

automotive, autonomous

agriculture and mining.

Market growth is being led by

autonomous agricultural and

industrial machines and other

precision equipment such as

unmanned vehicles.

FY23FY22FY21FY20FY19
Gross MarginGross Margin %

$8m

40%

36%

58%

48%

53%

$7m

$7m

$16m

$18m

FY23FY22FY21FY20FY19

$20m

$19m

$14m

$28m

$34m

Positioning revenue grew 21% to $34 million, driven by

solid growth in the industrial (agriculture and construction

surveying) and automotive segments, as well as a resurgence

in emergency beacons as global travel returned. Gross

margin increased 10% to $18 million, or 53% of revenue.

We are continuing to benefit from our strategic pivot to

industrial and precision applications. Our strong levels of

customer service and product performance have resulted in

solid customer partnerships, increased market share and

opportunities to develop and deliver new high-performance

products for these markets. By leveraging the TCXO

shortage opportunities, we have also strengthened our

relationships with longstanding customers.

Late in the year we released a new suite of TCXO products

based on Niku

TM

, our new-generation semiconductor chip

designed to support positioning. The range includes

products manufactured with our new XMEMS

®

technology

which delivers significantly greater stability for high

performance applications. Customer interest and uptake has

been encouraging to date. We also look forward to the

impending release of our 2nd generation emergency beacon

TCXOs which deliver a significant step up in location

response times and accuracy.

The positioning sector is also showing a temporary

slowdown of orders as some customers readjust inventory

levels. We expect this to impact 1H24 revenues, but beyond

that our customers are forecasting strong, long-term market

growth and we remain focused on capturing opportunities

in our key segments.

REVENUE

GROSS MARGIN

29

SECTION 03 / STRONG PROGRESS IN CORE MARKETSRAKON / ANNUAL REPORT / 2023

POSITIONING

FY23FY22FY21FY20FY19
Gross MarginGross Margin %

$1m

16%

-5%

57%

15%

48%

$1m

$19m

$8m

FY23FY22FY21FY20FY19

$8m

$7m$7m

$33m

$17m

REVENUE

GROSS MARGIN

30

SECTION 03 / STRONG PROGRESS IN CORE MARKETSRAKON / ANNUAL REPORT / 2023

Other markets

We partner with customers to

deliver one-off solutions for

applications such as wireless

control, test and measurement,

Machine-to-Machine (M2M),

smart grids and metering, and

other emerging markets.

Revenue declined by 48% to $17 million as one-off

TCXO orders stemming from earlier global chip

shortages were completed. This short-term

opportunity was captured due to Rakon’s ability to

design a solution and quickly scale up for production,

with manufacturing commencing three months after

securing the first order. Margins declined

proportionately to 48% and the segment contributed

9% of total revenue compared to 19% in FY22.

04
FUTURE-FOCUSED

PATHS TO GROWTH

31

SECTION 04 / FUTURE-FOCUSED PATHS TO GROWTHRAKON / ANNUAL REPORT / 2023

For more than 50 years, our culture of
innovation has underpinned Rakon’s proud

record of continuous improvement and

history of industry ‘firsts’.

Our portfolio of patented products and technologies

provides a competitive moat against commoditisation as well

as delivering long product lifecycles and revenue streams.

We work in multi-year timeframes to develop enhanced and

next generation technologies.

Rakon invested $17 million in research and development

during the year, with a key focus on three key technology

projects: development of new semiconductor chip products;

the new XMEMS

®

core nanotechnology; and products to

support expansion into the NewSpace market.

RAKON PROPRIETARY SEMICONDUCTOR CHIPS

For more than 15 years, Rakon has developed proprietary

semiconductor chips for our products, at our UK-based R&D

facility. These chips enable our products to deliver superior

product performance, providing a competitive advantage

and long lifecycles.

Rakon chip-based products also deliver greater value –

comprising 45% of our revenue in FY23 and 60% of

total margin.

During FY23 we invested in our semiconductor

programme, with the aim of increasing our capability

to design and deliver new chips by integrating chip and

product design; and to reduce time to market. As part

of this we have expanded our UK-based team, and will

be relocating it to Cambridge in FY24 where there is a

strong technology community.

Our longer-term aim is to build strong, in-house IP that

pushes the technology and performance barriers and

delivers new chips that underpin the next generation

of Rakon products.

We are on track with our plan to release four new-

generation chips and their associated product families

between FY23 and FY25, and around two chips per year

beyond that.

Uptake of Mercury

TM

chip-based products is continuing

to build, with OCXO products containing the Mercury+

TM


chip approved in a number of Tier 1 telecommunications

network reference designs, and the new MercuryX

TM


(incorporating XMEMS

®

) products gaining strong edge

computing market interest.

XMEMS

®

NANOTECHNOLOGY MANUFACTURING

Our game-changing XMEMS

®

resonators and manufacturing

allows Rakon to produce miniaturised products, which

perform at levels not possible using traditional

manufacturing methods.

During the year we released to market the first suite

of products manufactured using XMEMS

®

technology.

By March 2023, we had five product families available in

our core markets.

Customer feedback on product performance has been very

positive. While some new XMEMS

®

products may replace

older-generation products which are nearing obsolescence,

the majority are providing Rakon with the opportunity to

strengthen its market leadership in high-performance

products across all core markets.

We invested in new equipment, to provide scalability and

expand manufacturing capacity in New Zealand to support

anticipated demand. We have also enabled future expansion

for XMEMS

®

within the new Rakon India facility.

With volume production now under way, we are

experiencing additional benefit of increased manufacturing

efficiencies – delivering higher volumes and yields for tighter

product specifications and improving margins.

Looking ahead, XMEMS

®

manufacturing remains on track

to achieve its goals of becoming cash positive by the end

of FY25.

Technology leadership

32

SECTION 04 / FUTURE-FOCUSED PATHS TO GROWTHRAKON / ANNUAL REPORT / 2023

NEWSPACE – LEO SATELLITES
With telecommunications and earth observation driving

an expected four-fold growth in demand for LEO (Low

Earth Orbit) satellites over the next decade, the evolving

NewSpace ecosystem requires mass-manufactured

products delivering space-grade performance.

Rakon has the opportunity to leverage the long space

heritage and advanced R&D capability of our Rakon France

operation, and the efficient manufacturing at scale of our

French and Indian operations, to capture NewSpace

opportunities. In particular we have the opportunity to pivot

from being solely a component supplier to supplying higher

value satellite equipment.

During the year, we invested in R&D, our supply chain and

the establishment of a dedicated internal team. We have

made solid progress and achieved some key milestones.

As an important foundation for this programme, we

completed a comprehensive market study, in which we

analysed the market; evaluated our competitive strengths;

and valued and prioritised opportunities.

We have made solid progress towards establishing strategic

partnerships, which are currently being agreed to further

develop our GNSS Receiver and SDR portfolio. We are also

receiving strong support from our partner Space Agencies

for the development of this portfolio.

We were pleased to have a GNSS receiver onboard the

recent launch of a high-resolution earth observation and IoT

satellite by Turkey’s Plan-S, one of the industry’s largest

private initiatives. This mission is expected to be the baseline

for a large constellation, planned for 2024-25.

Rakon is now bidding for multiple large LEO PNT

1

and

telecommunications constellations, and we expect to start

having first orders confirmed in the first half of FY24.

Our focus for the coming year will be on working with our

strategic partners to capture opportunities and secure

orders. We will further develop our equipment portfolio with

the support of our partners and customers who are looking

for the low cost but high performing solutions that Rakon

can provide.

With Rakon already a recognised player in high performance

frequency control products, we are fast becoming a credible

and recognised player in the NewSpace ecosystem,

especially for everything that is related to GNSS and

communications. We remain confident that we are on track

to become cash positive by the end of FY25.

1 LEO PNT: Low Earth Orbit positioning, navigation and timing.

Expanding into new markets

33

SECTION 04 / FUTURE-FOCUSED PATHS TO GROWTHRAKON / ANNUAL REPORT / 2023

Our manufacturing presence in India continues to
open doors for Rakon, aligning with the Indian

Government’s ‘Make in India’ initiative. We’re proud

to be a trusted and strategic supplier to leading

companies across India’s telecommunications,

space and defence industries.

The facility is also at the forefront of sustainable

building practices around the use of water and

energy, and expected to attain LEED (Leadership

in Energy and Environmental Design) certification

upon completion.

Innovating

in India

Rakon’s new world-class

manufacturing facility in Bengaluru,

India will enhance our global position

and provide long-term competitive

advantages and significant cost

reductions.

34

SECTION 04 / FUTURE-FOCUSED PATHS TO GROWTHRAKON / ANNUAL REPORT / 2023

RAKON INDIA FACILITY
Located in the aerospace park in Bengaluru, Karnataka,

Rakon India’s new facility will be an integrated

manufacturing Centre of Excellence and one of the

world’s largest and most sophisticated manufacturing

sites for advanced frequency control products.

With ‘Make in India’ at the heart of its operations, Rakon

India is a trusted and strategic supplier to leading companies

across India’s telecommunications, space and defence

industries as well as internationally. The new facility will

support Rakon’s growth strategy through two key objectives:

• research and development towards the strategic design

and manufacture of products to meet the specifications

of the Indian Space Research Organisation (ISRO and

NewSpace agencies, and

• expansion in production and sales to meet the increased

demand for crystal oscillators in the global electronics/

telecommunications, space and defence markets.

Total cost to date is on track for $14-15m, invested in land,

buildings and equipment, with the majority of spend in FY23.

The facility is now largely complete, with most of the plant

and equipment installed and commissioned and customer

qualification of sample products well under way. ISO9001

certification has been achieved, with crystal manufacturing

having commenced in February 2023 and our first OCXO

oscillators produced in March 2023. We have 200 of our

500 Rakon India team members now working onsite.

The new facility is expected to be fully operational by

September 2023, providing a high quality, cost-effective

operating platform for the manufacture of OCXOs for

telecommunications, and other high reliability products,

which will allow significantly greater volumes of products

to be produced.

Significant business continuity planning and risk

management was undertaken through the complex process

of commissioning new plant, qualifying products and

commencing production at the new facility. These processes

have been well managed to date, with customer supply

continuing uninterrupted and supported by safety stocks

of inventory.

World class manufacturing

Inside the new facility – May 2023.

35

SECTION 04 / FUTURE-FOCUSED PATHS TO GROWTHRAKON / ANNUAL REPORT / 2023

The facility has
embraced sustainable

building practices

around the use of water

and energy.

BUILDING SUSTAINABLY IN INDIA

Our new Manufacturing Centre of Excellence in Bengaluru

has allowed Rakon’s vision for sustainability to be put into

practice on a large scale.

Designed under the LEED (Leadership in Energy and

Environmental Design) framework - the world’s most widely

used green building rating system – the facility has embraced

sustainability goals including building practices around the

use of water and energy.

As it was developed, we gave careful thought to all aspects

of building design and operations, manufacturing practices,

logistics and employee health and safety and wellbeing.

With 650 m

2

of class 1,000 (ISO 6) and 10,000 (ISO 7)

cleanrooms, our new building is operated with an integrated

building management system (BMS), enhanced Electrostatic

Discharge (ESD) control system and uninterrupted power

supply and back-up. It also complies with the provisions

of ASHRAE 90.1-2010, making optimal use of natural light

and LED lighting.

Energy consumption is monitored closely, with separate

metering for indoor lighting, outdoor lighting, connected

power, HVAC, and other areas that use high power

consumption. We will use renewable energy purchased

through a third-party agreement to the extent of 70%

of our total consumption, and potentially up to 100%,

subject to our consumption level and regulatory guidelines.

We aim to manage every drop of water - collecting rainwater

as well as harvesting and using sewage treatment plant

water for irrigation. The low-impact green infrastructure used

to mitigate rainwater run-off has also been designed to

provide open spaces for walking, recreation, and gardens.

Our water-saving continues indoors with measures such as

water-saving dual flush toilets and low-flow taps, health

faucets and showers.

Accessibility was a key factor when we chose the site.

Located close to the international airport, logistics hubs

and public transport, our facility is easily accessible.

We provide dedicated bus services for employees as

well as making it easy to use carpooling, green vehicles

and bicycles, by providing facilities such as bicycle stands,

dedicated parking for those that carpool, EV charging

points and shower facilities.

The new facility has already received the thumbs up from

employees, and we we expect to receive our LEED

certification later this year.

36

SECTION 04 / FUTURE-FOCUSED PATHS TO GROWTHRAKON / ANNUAL REPORT / 2023

WORLD CLASS MANUFACTURING

05
SUSTAINABILITY

AND ESG

37

SECTION 05 / SUSTAINABILITY AND ESGRAKON / ANNUAL REPORT / 2023

CULTURE AND VALUES
Rakon’s culture of innovation not only drives our next

generation technology, it also connects our people to

the same mission, and to a work environment that

allows them to feel comfortable being themselves

while making meaningful contributions to our goals.

True to Rakon’s origins, starting out as a family

business over 50 years ago, our culture is built on

values that reflect the ‘family’ approach to how we look

after one another. We work hard to ensure our people

can connect to our purpose, vision and values of

passion, respect, courage, perseverance and integrity.

The collective passion among our team for contributing

towards next generation innovation and solutions

leads to collaboration, a commitment to customer and

continued team success. The strong engagement of

Rakon’s team members is reflected in our internal

surveys where employees name product, quality,

technology, and culture as the key things they rate

most highly about Rakon.

PASSION

We’re driven by our energy and

excitement to create solutions

and new possibilities.

RESPECT

We treat others as we expect

to be treated; we listen, value

diverse perspectives and take

nothing for granted.

COURAGE

We’re proactive

and challenge the status quo

with a ‘can do’ approach.

PERSEVERANCE

We’ve the determination to have

another go and achieve the best

outcome as a team.

INTEGRITY

We’re honest, transparent and

strive to do the right thing

by each other and the planet.

OUR VALUES

Our People

People are at the heart of

everything we do.

Whether it’s life-changing applications for our

products or maintaining close ties with customers

and a long-term approach to relationships within

our markets, Rakon’s culture is built around

putting people first, and central to that is our

global team.

We attract high calibre talent, invest in their

development and create a safe and inclusive

environment, focused on empowering our people

to do their best work while supporting them to

look after their well-being.

38

SECTION 05 / SUSTAINABILITY AND ESGRAKON / ANNUAL REPORT / 2023

OUR GLOBAL TEAM –
NATIONALITIES IN RAKON FY23

Our global team are located across 10 countries,

representing 46 different nationalities.

Russian

Turkish

Kazakhstani

Iranian

Iraqi

10

Countries

46

Nationalities

DIVERSITY & INCLUSION

Rakon is a truly global organisation, with a workforce

located across 10 countries and representing 46 different

nationalities.

We’re proud of the wide range of skills, backgrounds,

ethnicities and experiences in our global team. They reflect

the diversity of our customers we have and the communities

in which we operate.

We recognise the importance of diversity and inclusion at

the strategic and day-to-day levels in achieving our business

objectives, fulfilling customer needs, and creating a

high-performing, enjoyable and values-driven culture.

Our diversity policy outlines our commitment to a diverse

and inclusive working environment globally. The unique

strengths and characteristics of our team members are

recognised, and we strive to provide an environment across

all of our sites, where everyone can feel comfortable bringing

their authentic selves into the workplace.

Our global talent acquisition and management programmes,

along with our succession management processes, guide our

efforts to attract, develop and retain high calibre candidates

and employees who are aligned to our culture and values.

Australian

Singaporean

Malaysian

Bangladeshi

Sri Lankan

Indian

Nepalese

Chinese

South Korean

Thai

Taiwanese

Vietnamese

Filipino

Fijian

Samoan

Tongan

Cook Islanders

New Zealanders

American

Mexican

Columbian

Peruvian

Swedish

Scottish

English

Dutch

Belgian

French

Italian

Swiss

Bulgarian

Moroccan

Algerian

Tunisian

Nigerian

South African

Zimbabwean

German

Romanian

Palestinian

Bahraini

39

SECTION 05 / SUSTAINABILITY AND ESGRAKON / ANNUAL REPORT / 2023

OUR PEOPLE / CONTINUED

LEARNING & DEVELOPMENT
A technology pioneer for more than 50 years, Rakon has

always recognised the importance of developing talent and

promoting from within. We strive to provide meaningful

career opportunities for our team members – across all levels

and areas of the business, and particularly in the highly

competitive skills environment. In FY23 we had 46 internal

promotions, representing 16% of all appointments.

Raising up and developing leaders at all levels is a

continuous focus. We provide development opportunities

for our people leaders through a number of different

programmes delivered around the globe. We also offer

professional development across our business and continue

to grow the opportunities available. Through our graduate

programme, we offer support to team members where

appropriate to continue their educational qualifications.

So far, 26 current employees have achieved qualifications

through this programme, whether it be an apprenticeship,

diploma, bachelors’ degree, masters or PhD qualification.

Our yearly graduate programme is run globally and

allows our new graduates to sample different parts of the

business, eventually settling in an area most suited to their

capabilities and interests. Across the global business we

partner with multiple technical institutes to ensure we have

a varied range of skills, backgrounds and experiences joining

our team.

1000+

TOTAL GLOBAL WORKFORCE

213

PEOPLE HAVE WORKED

FOR RAKON FOR 15+ YEARS

(22% OF GLOBAL TEAM)

46

EMPLOYEES PROMOTED

INTERNALLY (16% OF

ALL APPOINTMENTS)

HEALTH, SAFETY AND WELL-BEING

Rakon’s enduring commitment to the health, safety and

wellness of our team means we have established practices

to promote a safe and healthy working environment globally.

Each location is compliant with local health and safety

legislation, and we are continually focussed on education and

training, and identifying safety improvement opportunities.

Over FY23, two Lost Time Incidents (LTIs) were recorded

(compared to seven in FY22) and 31 incidents were

recorded (compared to 47 in FY22). These numbers reflect

the positive impact of our ongoing education and training

efforts, as well as the implementation of initiatives for

continuous improvement.

EMPLOYEE WELL-BEING

Supporting and looking after the well-being and mental

health of our employees is at the core of Rakon’s culture.

We regularly review and implement new initiatives designed

to promote and improve workplace wellness, so that our

people can monitor and maintain personal well-being, and be

at their best within the workplace and in their personal lives.

These initiatives include:

• Flexible working, including a move globally to hybrid

working where employees can perform some of their

roles from home. At our manufacturing operations,

employees are able to request shift adjustments to

accommodate personal circumstances

• Access for employees to Rakon’s outsourced

Employee Assistance Programme (EAP) or similar

counselling services

• Mental Health ‘First Aid’ training for people leaders

• Online seminars on well-being, stress management,

boosting mental health and personal wellness available

for all employees

• Regular check-ins from managers to their team members

and anonymised employee surveys focused on feedback

around how they are and what else we could be doing to

better support our teams and people.

40

SECTION 05 / SUSTAINABILITY AND ESGRAKON / ANNUAL REPORT / 2023

OUR PEOPLE / CONTINUED

Board and
Management

profiles

41

SECTION 05 / SUSTAINABILITY AND ESGRAKON / ANNUAL REPORT / 2023

OUR PEOPLE / CONTINUED

42
SECTION 05 / SUSTAINABILITY AND ESGRAKON / ANNUAL REPORT / 2023

Our Board

Lorraine Witten

CHAIR AND INDEPENDENT DIRECTOR

BMS (Hons); CFInstD; FCA

Appointed 2017

Lorraine is a professional director with

extensive experience in technology and

Information Communications Technology

(ICT) sectors, as well as strategy and

entrepreneurship.

She is Chair of NZX listed Move Logistics

and a director of Mercury and New Zealand

private company vWork.

She is a Chartered Fellow of the

New Zealand Institute of Directors and a

Fellow of Chartered Accountants Australia

and New Zealand (CAANZ).

Keith Watson

INDEPENDENT DIRECTOR

NZCE (Telecom); CMI

Appointed 2018

Keith is a professional director with

substantial governance and leadership

experience in technology and engineering

companies across Asia Pacific, the

Americas, Central Europe, UK, Australia

and New Zealand.

He is currently Chair of the New Zealand

Institute of Economic Research (NZIER) and

ECL Group and a director of Acumen Trust,

Acumen New Zealand and Counties Power.

He is a Chartered Member of the Institute of

Directors in New Zealand.

Steve Tucker

INDEPENDENT DIRECTOR

BMS; FCA; CMInstD

Appointed 2021

Steve is a professional director with

extensive governance and leadership

experience in the technology sector,

including Deputy Chief Executive of

Gallagher Group.

He is currently Chair of Gallagher Holdings

and Goodnature, and a director of HJ

Asmuss and Co, Taska Prosthetics and

5th Element. He is also Chair of Caprine

Innovations NZ.

Steve is a Chartered Member of the Institute

of Directors in New Zealand and a Fellow of

Chartered Accountants Australia and

New Zealand (CAANZ).

Sinead Horgan

INDEPENDENT DIRECTOR

BComm; MAcc; CMInstD; FCA

Appointed 2022

Sinead is a professional director with

significant experience in finance, strategy

development, risk management and M&A

across Europe, the Americas, Asia, Australia,

and New Zealand.

She is a director and Chair of the Audit and

Risk Committees of FMG (Farmers Mutual

Group), Bank of China (NZ) and EcoCentral.

She is also a director or trustee of a number

of other private companies and not-for-

profit organisations.

She is a Chartered Member of the

New Zealand Institute of Directors and a

Fellow of the Institute of Chartered

Accountants Ireland.

43
SECTION 05 / SUSTAINABILITY AND ESGRAKON / ANNUAL REPORT / 2023

Brent Robinson

EXECUTIVE DIRECTOR

Hon FIPENZ

Appointed 1991

Brent’s 43 years at Rakon includes

establishing global operations and

markets and almost 36 years as Managing

Director/CEO.

Brent is an Honorary Fellow of the Institute

of Professional Engineers New Zealand and

was awarded the New Zealand Hi-Tech

Trust – Flying Kiwi Award in 2011.

Brent is also a director of Quantifi

Photonics Limited.

OUR BOARD

Yin Tang (Tony) Tseng

DIRECTOR

Hon Master NTUST

Appointed 2017

Tony is the current Chair of Siward Crystal

Technology Co. Limited, a substantial

shareholder (12.23%) in Rakon.

He has more than 30 years of experience

in the frequency control product industry,

having founded Siward in 1988 and grown

the company to become one of the

industry’s global leaders.

Tony is a director of Securitag Assembly

Group Limited.

Keith Oliver

INDEPENDENT DIRECTOR

BE (Hons)

Appointed 2017

Keith is a professional director and business

advisor with an extensive management,

governance and investment background in

NZ technology companies operating in

international markets in Asia, Europe and

the Americas.

He is currently the Executive Chair of

Blackhawk Tracking Systems, a director and

business advisor with Alto Capital and a

director of AoFrio (formerly Wellington Drive

Technologies) and private company vWork.

44
SECTION 05 / SUSTAINABILITY AND ESGRAKON / ANNUAL REPORT / 2023

Dr Sinan Altug

CHIEF EXECUTIVE OFFICER

PhD (EE); MBA; MSc (EE); BSc(EE)

Sinan joined Rakon in 2002 and

became CEO in April 2022. Prior to

this, he was COO where he led the

company’s global operations to

sustainably and profitably meet

increasing customer demand,

delivery and quality requirements.

Sinan has previously been

Managing Director of Rakon’s

European businesses based in

France, and Global Business

Development Director based in the

US. Prior to joining Rakon, Sinan

held various management positions

in the frequency control product

industry, including Director of

European Operations for

Champion Technologies.

Brent Robinson

CHIEF TECHNOLOGY OFFICER

Hon FIPENZ

Brent has been with Rakon since

1979. As Chief Technology Officer,

Brent oversees Rakon’s technology

development and innovation.

He has 43 years’ experience in the

design and manufacture of crystals

and oscillators, and has included

leading the development of Rakon’s

leading products and technologies.

Brent was Managing Director and

Chief Executive Officer for almost

36 years, until April 2022.

Under Brent’s leadership, Rakon has

grown into a global company and

recognised leader in the frequency

control product industry.

Anand Rambhai

CHIEF FINANCIAL OFFICER

CA, BCom

Anand joined Rakon in January

2012 and was appointed CFO

in November 2018. He brings

strong leadership, commercial skills

and in-depth business knowledge

to the company. As CFO he is

responsible for Rakon’s finance,

information systems and investor

relations functions.

Anand’s previous experience

includes financial and management

roles with organisations including

Sony, British Telecom and Deloitte.

Anand is a member of Chartered

Accountants Australia and

New Zealand (CAANZ).

Darren Robinson

CHIEF MARKETING OFFICER

Dip Export Marketing

Darren has led Rakon’s sales and

marketing function since 1990 and

has been instrumental in the

company’s expansion into new

markets, its commercialisation of

new applications and its

development of business

relationships with many Fortune

500 companies.

Through his in-depth understanding

of Rakon’s markets, Darren also

plays an integral role in steering

the company’s R&D efforts, guiding

product development teams to

develop solutions and meet new

requirements in emerging

applications and solving

customer problems.

Margo Thomas

GENERAL MANAGER

GLOBAL PEOPLE AND CAPABILITY

BA, PGDip, DipTchg, PGCertC

Margo joined Rakon in January

2016 and is responsible for Rakon’s

Human Resources (HR) strategy,

policies and processes, including

organisational alignment, talent

acquisition, leadership development,

change management, employment

relations and health and safety.

Prior to this, Margo was General

Manager of People and Capability

New Zealand. She has more than

20 years’ experience working in HR

including senior HR positions in a

range of industries with Crowe

Horwath, Spark, Westpac and

New Zealand Post.

Management team

45
SECTION 05 / SUSTAINABILITY AND ESGRAKON / ANNUAL REPORT / 2023

Michael McIlroy

ADVANCED TECHNOLOGY

MANAGER – GLOBAL ENGINEERING

BSc

Michael joined Rakon in 1991 and

became Advanced Technology

Manager in September 2018 where

he heads the global activities,

working alongside the global R&D

teams, for research and

development into new technologies

and IP in products, resonators,

semiconductor ASICs and

associated manufacturing process

technology. Prior to this he led the

Research & Development team in

New Zealand.

Michael has previously been General

Manager of Engineering and NZ

Manufacturing Manager and has

played a key role in the growth and

expansion of Rakon into a global

business known for its industry

leading technology and innovations.

MANAGEMENT TEAM

Scott Stemper

GLOBAL QUALITY MANAGER

BSc (EE)

Scott joined Rakon in January

2015. He leads the development

and improvement of quality

processes and systems to enhance

Rakon’s drive to be the leading

provider of world-class frequency

control products.

Scott’s background includes ten

years as Global Quality Manager

with Raltron Electronics Corporation

and 20 years with CTS Frequency

Controls in oscillator product

engineering and quality

management roles.

He has also held senior quality

management positions with

L3 Technologies and D&S

Consultants Incorporated.

Scott is a member of the of the

American Society for Quality (ASQ).

Maureen Shaddick

GENERAL COUNSEL AND

COMPANY SECRETARY

LLB, BA

Maureen joined Rakon in November

2018 and provides legal, company

secretarial and regulatory advice

and support. She has more than

25 years’ experience as a

commercial lawyer and governance

adviser in private practice,

corporates and not-for-profit

organisations in New Zealand,

London and Dubai.

Maureen was the General Counsel

and Company Secretary of Genesis

Energy from 2003 to 2016. She is

the Chair of Cancer Research Trust

New Zealand and has been a

Trustee since 2003. She has also

held a number of other not-for-profit

governance roles.

Cliff Hand

GENERAL MANAGER OPERATIONS

BSc (Mat. Eng)

Cliff first joined Rakon in 2018,

managing the company’s global

integration strategy, before returning

to the company in 2022 as General

Manager Operations NZ.

In this role, he is responsible for the

performance of the New Zealand

business unit as well as driving

several global strategic initiatives

such as global product allocations

and manufacturing excellence.

Cliff is a seasoned senior executive

and business consultant with

25-plus years of experience in

business management,

manufacturing, operations, supply

chain, HS&E, project management,

performance and risk management.

He holds qualifications from the

University of Cape Town, University

of Auckland and Melbourne

Business School, with a focus on

engineering, business management

and organisational leadership.

Arun Parasnis

MANAGING DIRECTOR, RAKON INDIA

BEng (Elects & Comm); CPIM (APICS)

PGDip IB; PGDip Strategy

Arun joined Rakon in October 2018

and is responsible for overseeing all

business functions at Rakon India.

He has more than 30 years’

experience in the electronics

industry, overseeing a range of

functions including engineering,

operations, business development

and profit and loss management.

His electronics experience includes

electronic components, consumer

electronics and Electronics

Manufacturing Services (EMS).

Prior to joining Rakon, Arun was the

Vice President of Cyient. He has

also held senior positions at Radiall

India, Jabil Circuit India and Vishay

Components India (formerly the

Philips Electronics Passive

Components division).

46
SECTION 05 / SUSTAINABILITY AND ESGRAKON / ANNUAL REPORT / 2023

Driving sustainability

through our business

Consistent with our belief that

connectivity can play a major role

in the future sustainability of our

planet, our vision for sustainability

is simple – to support people

and the planet through the

connected future. This focus is

increasingly embedded in our

decision-making and behaviour,

and is closely aligned with our

business strategy.

ENVIRONMENT
• Increasing understanding of our carbon footprint

and developing our GHG Scope 1 and 2 baselines

• Making our first climate disclosure in accordance

with TCFD disclosure approach, to support

preparation for mandatory reporting in 2024

• Increasing understanding of our waste generation

and water usage and developing our baselines

• Putting our vision for sustainability into practice

on a large scale at our new Manufacturing Centre

of Excellence in Bengaluru, India.

SOCIAL

• Fostering health and safety and well-being practices and

reporting across global operations for healthy workforce

and safe workplaces

• Regular employee engagement surveys and Values

Workshops held with each of our global teams

• Review of Diversity and Inclusion Policy, Whistleblowing

(Protected Disclosure) Policy, and Delegations Policy to

foster workplace culture and diversity and organisational

efficiency.

• Review and enhancement of Rakon’s Supplier Code of

Conduct to support ethical supply chain and focus on

quality, environment, labour practices, management

systems and governance

• Continued contribution to local communities through

staff-initiated activities reflecting staff interest and values.

GOVERNANCE

• Review of Board and Committee Charters to

reflect oversight responsibility and strategic focus

on ESG and climate-related matters

• Review of risk management framework to ensure

effectiveness for managing and reporting key

strategic and operational risks including

climate-related risks.

FY23 PROGRESS

We are pleased to have made good progress over the

past year in our sustainability journey, including our

environmental, social and governance (ESG) reporting.

Here we highlight our main areas of focus and achievements

for FY23, with further details provided on pages 50 to 56

and in our Climate Report on pages 128 to 135.

In FY24 we will build on these achievements and focus

further on initiatives and activities that address our material

ESG topics related to our products, supply chain, operations

and people. Enablers which support our progress will include

identifying opportunities for sustainability through innovation

in product design, ongoing engagement with stakeholders

and assigning roles and responsibilities across the

organisation to support ESG and climate change

initiatives and activities.

47

SECTION 05 / SUSTAINABILITY AND ESGRAKON / ANNUAL REPORT / 2023

DRIVING SUSTAINABILITY THROUGH OUR BUSINESS

We have further developed our ESG framework over the
past year to support our sustainability goals. In this section

we share our material ESG issues and how they impact our

business, our priorities for improvement and our climate

reporting roadmap.

We also provide an update of our performance and progress

over FY23. This includes, for the first time, performance in

the key environmental areas of carbon, waste and water as

well as an update on our progress towards compliance with

the External Reporting Board (XRB)’s climate disclosures

regime for FY24 onwards.

MATERIALITY ASSESSMENT – WHAT OUR

STAKEHOLDERS THINK

In FY22 we undertook an assessment to identify the most

important ESG aspects for Rakon. This assessment entailed:

• a desktop review of Rakon’s own information and

external information, including current trends, peer

analysis, media reports

• stakeholder engagement with institutional and other

investors, potential investors, senior management

and staff

The output of this work in 2022 is illustrated in the

Materiality Matrix shown here. The matrix illustrates the

relative importance ratings of each ESG related topic to our

external and internal stakeholders. These ratings inform the

priorities outlined in the table on page 49 however we

remain focused on all ESG related topics as these are

fundamental to sustainability and how we govern and

manage our global business and operations.

Decarbonisation

Responsible sourcing of materials

Modern slavery

Water

management

Transparency and

communication

ESG governance

Community engagement

Data security

Product quality and safety

Climate adaptation and resiliency

Green/sustainable Finance

Customer relationship management

Investor engagement

IMPORTANCE TO STAKEHOLDERS (EXTERNAL)

Responsible selling

Employee health,

safety and

wellbeing

Employee

engagement and

growth

Diversity and inclusion

Sustainable materials and product design

Waste and hazardous

materials management

Risk management

Disclosure and compliance

to legal and regulatory

requirement

Waste and circularity

RESULTS OF OUR MATERIALITY ASSESSMENT

IMPORTANCE TO RAKON (INTERNAL)


Environment


Social


Governance

MOST MATERIAL TOPICS

Our ESG framework

48

SECTION 05 / SUSTAINABILITY AND ESGRAKON / ANNUAL REPORT / 2023

OUR PRIORITY AREAS
The table below summarises and defines the environmental,

social and governance topics that Rakon and its

stakeholders believe are most material to the company.

They are wide-reaching and impact most parts of

our operations.

Sustainable products

Sustainable operations

Ethical supply chain

An engaged, healthy, diverse

and capable workforce

Risk management

TopicSub-topics

• Sustainable materials and product design

• Waste and circularity

• Decarbonisation (scope 3)

• Waste and hazardous material management

• Water management

• Decarbonisation (scope 1 and 2)

• Climate adaptation and resiliency

• Responsible sourcing of materials

• Modern slavery

• Responsible selling of products

• Employee health, safety and well-being

• Employee engagement and growth

• Diversity and inclusion

• Risk management

• Disclosure

• Compliance to legal and regulatory requirements

Definition

Minimising the negative impact of our products and

embracing innovation to positively impact the environment.

Sustainable and efficient use and protection of resources in

the operating processes, particularly manufacturing.

Adapting to the physical impacts of climate change to

maintain a resilient business model.

Ethical sourcing of raw materials, especially in relation to

conflict minerals, and labour, particularly in partner

manufacturing plants outside New Zealand where labour

laws differ. Ensuring sales of products that may have a

military end use comply with international humanitarian law

and trade laws.

Cultivating a strong, healthy workplace culture that attracts,

engages and develops high performing teams that embrace

diversity of thought.

Maintaining robust risk management processes.

ENVIRONMENT

SOCIAL

GOVERNANCE

From these topics, we have identified the areas where we

should focus our efforts to improve sustainability. As we

establish and implement improvement initiatives, we are

concurrently developing our framework to support the

measurement and reporting of our performance across

these areas.

49

SECTION 05 / SUSTAINABILITY AND ESGRAKON / ANNUAL REPORT / 2023

OUR ENVIRONMENTAL, SOCIAL AND GOVERNANCE FRAMEWORK

We recognise the importance of protecting
the environment and our Corporate

Environmental Policy sets out our

commitment to achieving environmental

best practice.

We are highly conscious of the need to protect the world’s

environment and be efficient in the use of energy and

natural resources. We aim to develop environmentally

friendly products and technologies through our design

and development processes, and endeavour to use

appropriate methods to dispose of and treat our wastes

to prevent pollution.

Our Environmental Management System (EMS) is central to

meeting our customers’ expectations, achieving continuous

environmental improvement and maintaining compliance to

applicable laws and regulations relating to the protection of

the environment and the welfare of our employees.

As part of this commitment. Rakon is certified to ISO14001

standard at its sites in Auckland, New Zealand and

Bengaluru, India. This standard sets out the requirements

for our EMS.

We have been reporting to CDP (formerly known as the

Carbon Disclosure Project ) since 2010. The information we

measure across our global operations includes refrigerant

use and the consumption of carbon dioxide, electricity, fuel

and natural gas. CDP, along with other ESG focused

platforms enables our customers to access information about

our environmental practices, management of risks and

opportunities and improvement initiatives and to support

their assessment of their own carbon footprint.

Over the past year we have made good progress on

improving our processes for measuring and reporting our

environmental performance. Our environmental metrics

include measurement of greenhouse gas (GHG) emissions,

electricity usage, waste to landfill and water consumption.

With these improvements we will be able to focus on setting

meaningful targets to support our environmental

management goals.

Improving our environmental impact

50

SECTION 05 / SUSTAINABILITY AND ESGRAKON / ANNUAL REPORT / 2023

GREENHOUSE GAS (GHG) EMISSIONS
Rakon’s most meaningful climate change metrics relate to

GHG emissions. We currently measure our Scope 1 (Direct )

and Scope 2 (Indirect Energy) GHG emissions and have

a project under way to measure and disclose Scope 3

(Other Indirect ) GHG emissions for FY25 and onwards.

Our latest GHG emissions across our global operations

by calendar year and recent history are shown in the

graph below:

Currently Rakon’s principal sources of GHG emissions are

electricity usage in our operations to run offices, factories

and manufacturing equipment and processes and the use

of carbon dioxide in our production process.

The decrease in total Scope 1 & 2 GHG emissions between

2021 and 2022 has been driven mainly by reduced carbon

dioxide use in production processes at Rakon New Zealand

(Scope 1).

Total Scope 1 & 2 GHG emissions intensity (tonnes of CO

2

e

per $m of revenue) has reduced due to these factors as well

as continuous improvement activity to find energy

efficiencies in production processes and other activities.

The CO

2

reduction was primarily achieved as a result of the

commencement of a project to switch from the use of CO

2


to N

2

in the temperature testing ovens used in the

New Zealand manufacturing process. This decrease was

partially offset by increased energy usage as production

output increased.

Targets

While we measure our GHG emissions and have

commenced initiatives focused on reducing our Scope 1

and 2 GHG emissions, we have not yet set reduction targets

that apply across our global operations.

Our new manufacturing facility in India is expected to

impact Rakon’s Scope 1 and 2 GHG emissions, however

we do not yet understand the full extent of this impact.

Consequently, our initial Scope 1 and 2 emissions reduction

targets will be established in the next financial year once the

facility is fully operational.

Rakon is working towards becoming a Toitū carbonreduce

certified organisation and expects to work closely with Toitū

Envirocare to audit and measure our GHG emissions and

implement a reduction strategy as we work towards

achieving certification. Our targets will build on the GHG

emissions reductions achieved since 2021 as well as

aligning with the goals of the Paris Agreement. They will

also be realigned and based on financial years.

0

2000

4000

6000

8000

20222021

Scope 2 emissions (tCO

2

e)

Scope 1 emissions (tCO

2

e)

Scope 1 & 2 emissions intensity (tCO

2

e per $m of revenue)   

tCO

2

e

tCO

2

e per Sm

0

10

20

30

40

50

60

GHG EMISSIONS

51

SECTION 05 / SUSTAINABILITY AND ESGRAKON / ANNUAL REPORT / 2023

IMPROVING OUR ENVIRONMENTAL IMPACT

OUR MANUFACTURING OPERATIONS
New Zealand

Our New Zealand manufacturing operation retained its

ISO14001 (Environmental Management System

Certification) during the year with zero non-compliances.

New Zealand’s EMS is regularly reviewed following the

Plan-Do-Check-Act methodology, and a continuous

improvement approach is taken with EMS targets based

on the last two years of data.

During the year, we commenced a project to convert our

temperature testing ovens (for oscillator production) from

using CO

2

to using N

2

. While the conversion is not yet

complete, we are already seeing a significant reduction in

our CO

2

usage, and expect that once fully complete, it will

further contribute to ongoing CO

2

reduction efforts.

While the percentage of waste recycled has increased,

the tonnage of waste to landfill has also increased.

The increase in waste to landfill has been largely due to

recycling options in New Zealand being curtailed as a result

of overseas recycling agencies ceasing import of recycling

from New Zealand, and some of Rakon’s plastic waste

(e.g. plastic reels) having a fire retardant compound which

is incompatible with recycling. To date, efforts to introduce

more environmentally friendly alternatives have not been

successful. There are ongoing initiatives in place to recycle

e-waste, metal parts and other plastics. Rakon remains

focused on formalising and achieving a waste reduction

target for the New Zealand operation.

Measure

Calendar Years

2019202020212022

Waste to landfill (tonnes)13.0217.725.5829.51

Measure

Calendar Years

2019202020212022

Waste recycled (tonnes)*N/aN/a21.4129.35

Percentage of waste

recycled*

N/aN/a45.6%49.9%

*-N/a – not applicable that year

Electricity consumption correlates to the relative production

volumes of products and is affected by some products

requiring more electricity to manufacture than others.

Measure

Calendar Years

20212022

Electricity Consumption

(MWh/Year)

4,8304,785

Total water consumption in New Zealand increased by

0.6% against the prior year, reflecting a different product mix

and associated water requirements for production and staff.

Our New Zealand operation’s principal use of water is in the

manufacturing cleanrooms, as well as for general staff and

cleaning requirements.

Measure

Calendar Years

2019202020212022

Water usage

(cubic metres)

11,39110,98211,03311,122

52

SECTION 05 / SUSTAINABILITY AND ESGRAKON / ANNUAL REPORT / 2023

IMPROVING OUR ENVIRONMENTAL IMPACT / CONTINUED

France
In France we are continuing to focus on energy reduction

and have practically completed the installation of LED

lighting across all sites during the year. At our Pont-Sainte-

Marie operation, we have commenced initiatives to reduce

energy required for heating, including the reduction of heat

loss through windows and through reprogramming the clean

room electronic handling system to reduce energy

consumption outside working hours.

At our operation in Gennevilliers, we have successfully

completed a compliance project to reduce fume exhaust on

production machines.

India

Rakon’s existing facilities in Bengaluru are certified

ISO14001 (Environmental Management System

Certification), and in 2022 these facilities obtained

ISO14001 re-certification with zero non-compliances.

In the past year, Rakon India has been particularly focused

on the construction, fit out and certification of its new

manufacturing facility.

Our new world-class manufacturing Centre of Excellence is

incorporating sustainable building practices around the use

of water and energy. New sustainability targets will be set

for the facility and disclosed in next year’s report.

53

SECTION 05 / SUSTAINABILITY AND ESGRAKON / ANNUAL REPORT / 2023

IMPROVING OUR ENVIRONMENTAL IMPACT / CONTINUED

CLIMATE ROADMAP
In December 2022, the External Reporting Board (XRB)

established a mandatory Climate-Related Disclosures (CRD)

regime in New Zealand. Rakon, as an NZX-listed entity, is

required to report under the CRD regime for the first time, for

its financial year ending on 31 March 2024.

As we prepare for mandatory reporting in FY24, our

approach this year is to report in accordance with the

recommendations of the TCFD where we can. Our detailed

report is on pages 128–135. The table below provides

PillarAction

FY23FY24FY25

Governance

Disclose Rakon’s governance around

climate-related risks and opportunities

Commence climate change education programme•

Update structures and documentation to include climate change risk•

Establish board level monitoring of climate change action programme•

Include climate-related risks & opportunities in strategy processes at board and management levels•

Include climate-related performance metrics in remuneration policies•

Strategy

Disclose actual and potential impacts of

climate-related risks and opportunities

on Rakon’s business, strategy, and

financial planning

Complete initial review of expected climate change impacts on strategy & business model •

Identify significant climate change risks & opportunities at global level•

Carry out initial global level scenario analysis for 3 scenarios•

Update the initial review of climate change impacts on strategy & business model•

Expand scenario analysis and the global level assessment of climate change risks & opportunities to include local factors•

Start transition planning activity for the net zero future•

Quantify estimates of current and anticipated financial impacts for material climate risks & opportunities•

Complete initial transition plan for the net zero future•

Risk Management

Disclose how Rakon identifies, assesses,

and manages climate-related risks

Establish climate change risk management framework•

Develop and refine climate change risk management framework•

Metrics & Targets

Disclose the metrics and targets used to

assess and manage Rakon’s relevant

climate-related risks and opportunities

where such information is material

Measure and disclose Scope 1 & 2 GHG emissions•

Establish initial Scope 1 & 2 GHG emissions reduction targets•

Begin process to measure Scope 3 GHG emissions•

Introduce other metrics & targets required for CRD, including cross-industry metrics, industry-based metrics, other relevant KPIs•

Review initial Scope 1 & 2 GHG emissions reduction targets•

Complete the first annual measurement of Scope 3 GHG emissions, disclose and set initial reduction targets•

a timeline for the actions we are taking as we prepare for

mandatory reporting.

54

SECTION 05 / SUSTAINABILITY AND ESGRAKON / ANNUAL REPORT / 2023

IMPROVING OUR ENVIRONMENTAL IMPACT / CONTINUED

Rakon recognises that visibility of
labour practices, sources of materials

and end use of products are important

issues for many of our stakeholders

including customers, suppliers, investors,

employees and regulators.

In addition to addressing these matters in our Supplier

Code of Conduct and broader Business Code of Conduct,

Rakon has codes and policies which set out how we

approach the sourcing of materials, products and labour

as well as who we sell to.

Key codes and policies include our Supplier Code of Conduct,

Trade Compliance Policy, Conflict Minerals Statement,

Slavery and Human Trafficking Statement and

Whistleblowing (Protected Disclosure) Policy.

Rakon’s standard terms of procurement require our

suppliers to comply with our Supplier Code of Conduct

and Conflict Minerals Statement as updated from time to

time. Our Supplier Code of Conduct addresses our high

expectations regarding our suppliers’ responsibility for and

attention to business ethics, health and safety, environment

and sustainability, employees’ rights and quality and

management systems.

In FY23 we reviewed our existing code to ensure it is readily

understood and will support our own commitment to

continuous improvement and evidence-based responsible

procurement including in relation to climate change and

Modern Slavery. The Supplier Code of Conduct supports

engagement with suppliers such as occurred in FY23 when

a survey of 61 of our direct and indirect material vendors all

responded confirming they do not buy or are not aware of

indirectly buying out of the Xinjiang region in China.

Rakon’s standard terms of sale require our customers’

compliance with applicable trade laws and our Trade

Compliance Policy sets out Rakon’s own responsibility for

compliance with trade laws, including export controls and

restrictions in each of the countries in which Rakon designs

and manufactures products, including application for export

permits or licences in relation to some exports.

Rakon’s products are used in a wide range of applications

in many different industries and market sectors.

With customers in the defence industry, we are particularly

focused on ensuring we comply with rules designed to

control the export of goods that may have a military end

use in all the countries where we do business.

Our Trade Compliance Policy states that we will not sell

products which could be used in weapons of mass

destruction (or their means of delivery); or in cluster

munitions or for terrorist activity. Additional customer

due diligence is required to be undertaken where Rakon

is aware a product may have a military end-use.

Staff training, business management system protocols and

senior management oversight and escalation processes

support compliance. Compliance training with global sales

team members was undertaken in FY23. Compliance

assurance reporting is required by the Board bi-annually.

Our supply chain

People and practices

55

SECTION 05 / SUSTAINABILITY AND ESGRAKON / ANNUAL REPORT / 2023

As a global employer, Rakon is committed
to actively and positively contributing

to the communities where it operates.

Over the past year we have supported

a range of initiatives that improve

well-being or assist with education

and career prospects.

India

In India, under local corporate responsibility requirements,

our Rakon team has identified two local charitable

organisations to support and invested over $50,000 to

support their provision of health-related services to the

elderly and the young in its local area. In particular, the

Rakon India team has forged a strong partnership with the

Swami Vivekananda Youth Movement (SVYM), which

provides palliative care services for 148 patients living with

or dying from advanced progressive illness such as cancer,

paralysis, kidney failure, cerebral palsy and severe

neurological disorders.

We also support a local aged care facility, Shri Sarva Dharma

Sharanalaya Trust, which provides assisted living, medical

support, and other special services for senior citizens with

chronic and progressive health related requirements.

France

In France, we participate in a government initiative to

support engineering students by offering intern programmes

and financial assistance with their studies. This creates

opportunities for financially disadvantaged students to

pursue an engineering career as well as broadening the pool

of talent available for high tech companies such as Rakon.

We also support new employees with accommodation

assistance. This year, our French team held a fundraising

day for the Men’s Prostate Cancer Fund, and donated to the

“Paris Curie Institute”.

United Kingdom

Our Research and Development centre in the United

Kingdom, has continued its long-term assistance of a local

charity radio station at the nearby Princess Alexandra

hospital through advertising support.

New Zealand

In New Zealand, we regularly provide study opportunities

to young engineering students by offering scholarships to

Auckland University’s Engineering school which aligns with

our long history of fostering talent and our continuing

strategic focus on technology leadership.

We also support a number of New Zealand charities each

year, in particular those focused on improving wellbeing

and quality of life of our tamariki (next generation) and

with strong connections to our Rakon team members.

Over the past year, we have donated to NZME Auckland

Special Children’s Christmas Party, Radio Lollipop Appeal,

Burn Support Group Charitable Trust, Remuera Lion’s Club,

Kidney Kids, Koru Care, Kids Big Day Out and Westpac

Helicopter Trust. Our New Zealand team also held a

fundraising day for Gumboot Friday with proceeds helping

to provide youth counselling.

Making positive social contributions

Rakon India team members meeting residents at the Shri Sarva Dharma

Sharanalaya Trust facility.

Shri Sarva Dharma Sharanalaya Trust.

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The Board of Rakon Limited is committed

to conducting business in the right way

and maintaining the highest standards of

corporate behaviour and accountability.

The Board regularly reviews Rakon’s

corporate governance framework and

supports best practice reporting.

The Board confirms that in the year to 31 March 2023,

the company’s corporate governance practices complied

with the recommendations in the NZX Corporate

Governance Code (17 June 2022). The Board recognises

the Code has been updated with effect from 1 April 2023

and will review its practices against the new Code and

report on its compliance with the same in the company’s

2024 Annual Report.

The information in this Annual Report is current as at

23 May 2023 and has been approved by the Board.

The key corporate governance documents referred to

in this report are available on Rakon’s website at:

www.rakon/investors/corporate-governance

Rakon is listed on the NZX Main Board and is subject to

regulatory control and monitoring by both the NZX and

the Financial Markets Authority (FMA).

Corporate Governance

CODE OF ETHICAL BEHAVIOUR

We are committed to ensuring the highest standards of

honesty and integrity are maintained by our Directors,

employees, suppliers, contractors and consultants, in all

activities conducted by, or in the interests of, Rakon.

Corporate policies, guidelines, procedures and practices

address how we support our people, respect communities,

act in the interests of our investors, conduct our business and

protect the environment. This includes our requirements in

relation to health, safety and wellbeing, and ethical behaviour.

Ethical standards and guiding principles are set out in our

Business Code of Conduct. The high standards of honesty,

integrity and ethical conduct which Directors are required

to maintain, are also set out in the Board Charter which is

regularly reviewed by the Board.

Rakon’s Business Code of Conduct sets out expectations

of ourselves and our suppliers of how we operate and do

business. It includes respect for, and compliance with, all

laws in the countries in which we operate and universally

recognised standards for the environment, human rights,

labour and ethics.

Rakon has processes in place to ensure all new and existing

employees have awareness and understanding of the

Business Code of Conduct and other company policies.

These include an Employee Handbook which is provided to

all new employees. The Handbook is regularly reviewed and

updated and is available on the in-house portal, along with

all human resources and governance policies and

procedures. Training sessions with managers and team

leaders ensure they are well equipped to guide and support

their teams. Rakon recognises it is necessary to use a range

of methods and approaches over time to promote awareness

and obtain assurance of understanding and compliance.

The Business Code of Conduct requires Directors and

employees to promptly report material breaches of the Code.

Rakon’s Whistle Blowing (Protected Disclosure) Policy,

reviewed in December 2022 supports the expectation that

employees should report breaches of the Business Code of

Conduct and policies, as well as other wrongdoing or

suspected wrongdoing. The policy provides a framework

and process for safe reporting and is accessible by all

employees on the in-house portal.

Rakon’s Financial Product Trading Policy addresses the

risk of insider trading in Rakon securities by Directors and

employees. Additional trading restrictions apply to Restricted

Persons as defined in the policy, including Directors and

certain employees. Regular reminders of the purpose and

meaning of this policy are provided to staff and Directors

including advice in relation to the commencement and end

of restricted trading periods. Details of Directors’

shareholdings as at 31 March 2023 are set out in the

Shareholder Information section on page 125. The policy is

also available on the in-house portal and notices about

restricted trading periods and reminders about the rules

regarding financial product trading and related policies are

provided to employees.

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BOARD COMPOSITION AND PERFORMANCE

The Board is ultimately responsible for Rakon’s strategic

direction and oversight of Rakon’s management, with the

aim of increasing shareholder value and ensuring the

company’s obligations are met.

The Board operates under a written charter which sets out

the structure of the Board and the procedures for the

nomination, resignation and removal of Directors; and

outlines the respective responsibilities and roles of the

Directors and management. It also identifies procedures to

ensure that the Board meets regularly, conducts its meetings

in an efficient and effective manner and that Directors are

fully empowered to perform their duties and to fully

participate in meetings of the Board.

Rakon’s day-to-day management and operation is delegated

by the Board to the Chief Executive Officer. This delegation

and further sub-delegation to senior management and their

direct reports is subject to financial controls and limitations

advised from time to time as set out in Rakon’s Delegation of

Authority Policy and further detailed in specific business unit

Delegated Authorities Schedules.

In discharging their duties, Directors have direct access

to and may rely upon Rakon’s senior management and

external advisers.

Directors have the right, with the approval of the Chair or by

resolution of the Board, to seek independent legal or financial

advice at the company’s expense to assist them in the

proper performance of their duties.

While the appointment of new Directors is the responsibility

of the whole Board, the People Committee Charter outlines

the Committee’s particular duties and responsibilities in

relation to the selection and appointment of new Directors

and succession planning.

The People Committee is responsible for identifying

and recommending candidates for the role of Director,

taking into account such factors as it deems appropriate,

including tenure, capability, skill sets, experience, diversity,

qualifications, judgement and the ability to work with

other Directors.

The Board recognises a skills matrix can assist with

identifying and assessing existing Directors’ skills and

competencies as well as new skills and competencies which

may be needed to meet Rakon’s future governance

requirements. The skills and experience the Board has

determined are important to Rakon’s strategic direction and

those held by the current Directors are shown on this page.

The number of elected Directors and the procedure for their

appointment, retirement and re-election at annual meetings

are set out in Rakon’s Constitution and the NZX Listing Rules.

All Directors, including any executive Director, must retire

by rotation and if eligible, may stand for re-election at the

third annual meeting, or three years after their last election,

whichever is longer. Any Director appointed since the

previous annual meeting must also retire and is eligible

for election. To ensure a better cadence of director rotation

the director rotation schedule has been adjusted to provide

for two of the directors to retire and stand for re-election,

if eligible, earlier than their three-year term since their

last election.

DIRECTORS’ SKILLS MATRIX

100%

75%

60%

75%

70%

70%

65%

ENTERPRISE LEADERSHIP

CORPORATE GOVERNANCE

FINANCE AUDIT & RISK

INDUSTRY TECHNOLOGY

STRATEGIC VALUE CREATION

M&A

INTERNATIONAL

MANUFACTURING

70%

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All new Directors enter into a written agreement with the

company in the form of a letter of appointment. The letter

sets out the key terms and conditions of their appointment.

The letter addresses tenure, duties and responsibilities and

requirements outlined in relevant legislation, the NZX Listing

Rules, Rakon’s Constitution and the Board Charter and is

supported by general rules and practice.

Information about each of Rakon’s Directors is available

on the Rakon website and on pages 42–43. The company

maintains an interests’ register and particulars of the

entries made in the interests register during the year ended

31 March 2023 in relation to Directors’ interests are

disclosed in the Shareholder Information section on

pages 125–127.

Board meetings and attendance

The Board meets as often as it deems appropriate, including

sessions to review the company’s performance against

agreed plans, and to review Rakon’s strategic direction and

forward-looking business plans. Video and/or phone

conferences are used as required to accommodate overseas

based director, director travel requirements and inclement

weather restricting local travel.

The table below sets out Directors’ attendances at the

Board, Audit and Risk Committee and the People Committee

meetings during the year ended 31 March 2023. In total,

there were 11 Board meetings, four Audit and Risk

Committee meetings and three People Committee meetings.

Directors also attended the two day FY23 Strategy

Workshop and the 2022 Annual Meeting.

Board

Meetings

Audit & Risk

Committee

People

Committee

Strategy

Workshop &

Annual Meeting

Total number of meetings held11433

Lorraine Witten11433

Sinead Horgan114–3

Keith Watson11133

Steve Tucker114–3

Keith Oliver 11–33

Brent Robinson 10––3

Roger Yao: Observer for Yin Tang Tseng

1

11––3

Bruce Irvine

2

1–––

1 Roger Yao is an observer for Director Yin Tang (Tony) Tseng, with the consent of the Board. Tony is the current Chair of Siward Crystal Technology Co.

Limited, a substantial shareholder (12.3%) in Rakon and is actively involved in the governance of Rakon.

2 Bruce Irvine resigned with effect from 1 April 2022 after chairing the meeting of the Board held on 1 April 2022.

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Diversity

At Rakon we are committed to having a workforce that

reflects the diverse communities in which we operate

and our customer base, and to ensuring that the unique

strengths and characteristics of our employees are valued

and celebrated.

We inherently recognise the importance of inclusion and

diversity in helping to deliver our business objectives, fulfil

the needs of our customers and create a high-performing,

values-driven culture. Committing to inclusion and diversity

means incorporating inclusion and diversity into our talent

acquisition, talent management, succession management

processes, and into our values and culture.

Rakon’s Diversity and Inclusion Policy requires Rakon to set

objectives for measuring and promoting diversity and

inclusion within the company. Progress on these objectives

is required to be monitored and assessed by the People

Committee and the Board at least annually.

The Board set two key diversity and inclusion objectives

which were continued through FY23, aimed at reflecting the

undertakings and intentions of the Diversity and Inclusion

Policy in Rakon’s planning, recruitment and remuneration

practices:

• Ensure succession plans for critical business roles are

aligned to Rakon’s Diversity and Inclusion Policy and

represent the diversity in the Rakon business; and

• Collect and analyse data based on gender with a view

to designing and implementing a three-to-five-year plan

to achieve gender pay equality.

In setting these objectives, we have recognised that

alignment with our Diversity and Inclusion Policy must be

addressed in the ongoing development of succession plans

for critical business roles, and that gender pay equality is a

key indicator of a diverse and inclusive organisation. Rakon

gender data across all of its global teams is set out in the

People section pages 38–40.

As at 31 March 2023, women represented 29% (FY22: 25%)

of Rakon’s Directors and 22% (FY22: 22%) of Rakon’s

Officers (as defined in NZX Listing Rule 3.8.1(c)). A

quantitative breakdown of the number of male and female

Directors and the number of male and female Officers as at

31 March 2023 and as at 31 March 2022 is set out in the

table below. In that table the Chief Technology Officer, who is

an Executive Director, is included as a Director, and Officers

are the Chief Executive and other direct reports of the Chief

Executive Officer having key functional responsibilities.

Date of

determination31 March 202331 March 2022

Directors

Females229%225%

Males571%675%

Officers

Females222%222%

Males778%778%

Director Development

All Directors are encouraged to undertake appropriate

training and education to build on their governance and

directorship skills. Appropriate training and education

includes: attending presentations on changes in governance,

legal and regulatory frameworks; attending technical and

professional development courses; and attending

presentations from subject matter experts and Rakon

advisers. Senior management provide updates to the Board

on relevant industry and company issues. A number of

Rakon’s Directors are chartered members of the

New Zealand Institute of Directors. During the year, Rakon

directors undertook training and development relevant

to climate change reporting, capital structure and

takeover response.

Board, Committee and Director Evaluation

The Board Charter requires the Board to regularly consider

individual and collective performance, together with the skill

sets, training and development and succession planning

required to govern the business. Following changes to the

Board and the appointment of the new Chief Executive as

announced in late FY22, the Board focused on the

establishment of the new governance team. The Board

initiated a Board Evaluation process in 2023 using the

Institute of Directors’ Kickstart Programme. Following receipt

of the results of the evaluation survey, the Directors have a

programme of work to identify the areas of focus for

continuous improvement in the Board’s administration,

operation and stewardship.

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The charters of the Board’s Committees require the

Committees to undertake a self-review process, including

receiving feedback from the Board as a whole and reporting

to the Board on the outcome of the reviews. Review and

evaluation checklists are used by each Committee for the

review and evaluation exercise. Self-review of each

Committee is scheduled to be undertaken in FY24 being a

year since the membership and chairs of the Committees

were changed.

Independence

The Board currently comprises seven Directors: six

non-executive Directors, and one executive Director. The

executive Director holds the position of Chief Technology

Officer. In order for a Director to be independent, the Board

has determined, among other things, they must not be an

executive of Rakon and must have no disqualifying

relationships. The Board records guidance for determining

independence in its Charter and follows the guidelines in the

NZX Listing Rules.

By reference to this guidance, the Board considers that as at

1 April 2023 a majority (five) of the Directors are

independent of the company, and do not have any interests,

positions, associations or relationships which might interfere,

or might be seen to interfere, with their ability to bring

independent judgement to the issues before the Board.

None of the independent directors has been a director for

more than six years, none has a significant shareholding in

Rakon and none has been an employee of the company, the

auditor or an adviser. The Board accordingly confirms:

Lorraine Witten (Chair), Keith Oliver, Keith Watson, Steve

Tucker and Sinead Horgan are independent; and Brent

Robinson and Tony Tseng are not independent.

The Board recognises that from time to time it is appropriate

for the Board to confer without executive directors or other

senior management present, and for there to be separate

meetings of independent directors, and builds these sessions

into the annual Board work plan.

The Chair of Rakon is an independent Director. While the

Board Charter does not require the Chair of the Board to be

an independent Director, if the Directors appoint a fellow

Director as Chair who is not independent, then they are

required to disclose this fact in the company’s annual report,

along with reasons justifying such a decision. The Rakon

Board Charter records the Board’s intention that the Chair

and Chief Executive Officer shall not be the same person.

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COMMITTEES

The Board has delegated certain activities to

committees to assist in the execution of its

responsibilities. The current committees of the

Board are the Audit and Risk Committee and

the People Committee (Committees).

The Committees meet as required and have terms

of reference (charters), which are approved and

regularly reviewed by the Board, and are available

on Rakon’s website.

Audit and Risk CommitteePeople Committee

Membership

• Sinead Horgan (Chair),

• Lorraine Witten,

• Steve Tucker

• Keith Watson (Chair),

• Lorraine Witten,

• Keith Oliver

Purpose

Ensure oversight of all matters related to Rakon’s financial

accounting and reporting, monitoring the processes

undertaken by external auditors and internal audit activity,

operational risk management and compliance with all

financial corporate governance requirements. Its duties

and responsibilities include:

• Review of consolidated financial statements.

• Oversight of compliance with financial reporting rules

and accounting policies.

• Review of performance of the external auditor, their

appointment and removal.

• Oversight of risk management framework, risk

policies, risk appetite and risk reviews including

climate-related risks.

• Review of the adequacy and effectiveness of

internal controls.

• Oversight of insurance programme and treasury

management.

Assist the Board in establishing coherent human resources,

remuneration and Director nomination policies and practices,

to support the successful management of Rakon. Its duties

and responsibilities include:

• Review of human resources strategy, organisational

structure and management succession planning,

• Review employee incentive schemes, remuneration for

the Chief Executive, senior management and Directors.

• Oversight of compliance with human resources and

health and safety legislation and policies.

• Oversight of Director succession planning, selection,

appointment and evaluation.

• Review induction and training programmes for new

and existing Directors.

• Review and monitor setting and implementation of

diversity and inclusion policy and objectives.

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The Committees review and analyse policies and monitor

their implementation, which are within their terms of

reference. They examine reports, information and proposals

and, where appropriate, make recommendations to the full

Board. Committees do not take action or make decisions on

behalf of the Board unless specifically mandated by prior

authorisation from the Board to do so.

All members of the Board receive the minutes of each

Committee meeting and all Directors are entitled to attend

any Committee meeting. In pursuing its duties and

responsibilities, each Committee is empowered to seek

any information it requires from employees and to obtain

independent legal or other professional advice. Each

Committee is required to report to the Board after each

meeting of the Committee.

The Audit and Risk Committee’s Charter provides that the

Committee must be comprised solely of Directors of Rakon,

have a minimum of three members, have a majority of

independent Directors and have at least one Director with an

accounting or financial background. The Chair of the Audit

and Risk Committee is not the Chair of the Board and all

three of the current members are independent Directors and

have professional accounting qualifications and financial

and business experience.

Management may attend Committee meetings at the

invitation of the Committee Chairs. Under the

Whistleblowing (Protected Disclosure) Policy a person

seeking to make a disclosure about a wrongdoing or

suspected wrongdoing may contact the Chair of the Audit

and Risk Committee.

The People Committee’s work plan reflects duties and

responsibilities that would otherwise be covered by separate

remuneration and nomination committees. This approach is

sensible from an administrative and resourcing perspective

and facilitates regular oversight of both remuneration and

nomination matters through the year. Currently Rakon health

and safety matters are the responsibility of the full Board

with oversight of legislative compliance and policy by the

People Committee. All three of the People Committee

members are independent Directors.

Other Committees

The Board Charter specifically requires the Board to assess

regularly whether there is a need for any further standing

committees. The Board expects that any committee

established should operate under a written charter.

From time to time, special purpose committees may

be formed to review and monitor specific projects with

senior management.

Takeover response guidance

Rakon has not developed a specific policy governing

the Board’s response to a takeover situation. In FY23, the

Board participated in a training session provided by external

legal advisers and has access to comprehensive current

Takeovers Guidance in the Directors’ Resource Centre. In the

case of a takeover offer, Rakon will form an Independent

Takeover Committee to oversee disclosure and response and

engage expert legal and financial advisers to provide advice

on procedure.

REPORTING AND DISCLOSURE

Rakon’s Directors are committed to keeping investors and

the market informed of all material information about the

company and its performance, in a timely manner.

Continuous Disclosure

Rakon has a Continuous Disclosure Policy to ensure that

material information is identified, reported, assessed and

disclosed promptly and without delay to the market. This

policy is regularly reviewed and circulated to Directors and

employees, along with further guidance on the application of

the policy and additional reminders about its purpose and

importance. Continuous disclosure is a standing agenda item

for each Board meeting. At each meeting the Board

considers whether there is any relevant material information

that should be disclosed to the market and minutes the

outcome of that consideration whether or not any disclosure

obligation is identified. In addition to all information required

by law, Rakon also seeks to disclose sufficient meaningful

information, including financial and non-financial information,

to ensure stakeholders and investors are kept well-informed

about the company.

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Financial information

Our business teams are responsible for implementing

and maintaining the appropriate accounting and financial

reporting principles, policies and internal controls designed

to ensure compliance with accounting standards and

applicable laws and regulations.

The Audit and Risk Committee oversees the quality and

integrity of external financial reporting, including the

accuracy, completeness, clarity, balance and timeliness of

financial statements. It reviews Rakon’s full and half-year

financial statements and makes recommendations to the

Board concerning accounting policies, areas of judgement,

compliance with accounting standards, stock exchange

and legal requirements, and the results of the external audit.

All matters required to be addressed, and for which the

Committee has responsibility, were addressed for the

reporting period ended 31 March 2023.

For the financial year ended 31 March 2023, the Directors

believe that proper accounting records have been kept which

enable, with reasonable accuracy, the determination of the

financial position of the company and facilitate the

compliance of the financial statements with the Financial

Markets Conduct Act 2013. The Chief Executive Officer and

Chief Financial Officer have confirmed in writing to the

Board that Rakon’s external financial reports present a true

and fair view of the company’s financial position in all

material aspects.

Rakon’s full and half-year financial statements for the current

year and the past seven years, are available on our website.

Non-financial information

Having implemented a change in the approach to annual

reporting in FY22, Rakon combines its non-financial

reporting into the Annual Report, recognising the

interdependence of financial and non-financial matters to the

long-term sustainability of the business. During FY22 Rakon

carried out a formal process to understand Environmental,

Social and Governance (ESG) priorities including

engagement with stakeholders who helped inform the focus

of the development of our formal framework for mature

sustainability reporting. Through FY23 Rakon has continued

to follow the roadmap developed in 2022.

As anticipated in our FY22 annual report, the principal focus

for FY23 has been to ensure Rakon is prepared for

mandatory climate reporting in 2024 under the Climate-

related Disclosures (CRD) regime in New Zealand

established by the External Reporting Board (XRB). In

addition, Rakon has continued its focus on developing its

wider ESG Framework and pursuing initiatives that address

our material ESG topics. For further information on our

progress through FY23 see page 20.

REMUNERATION

Rakon applies a fair and equitable approach to

remuneration having regard to the financial position of

the company and the external environment.

For full information please refer to the Remuneration section

at page 120.

RISK MANAGEMENT

Rakon is committed to the identification, monitoring and

management of material financial and non-financial risks

associated with all its business activities in the interests

of all of its stakeholders.

The Board has overall responsibility for Rakon’s system of

risk management and internal control and delegates

day-to-day management of risk to the Chief Executive

Officer. The Audit and Risk Committee provides additional

and more specialised oversight of the company’s risks to

support the Board’s oversight.

As recorded in the Audit and Risk Committee’s Charter, the

Board delegates specific responsibilities to the Committee to

ensure appropriate risk assurance processes are

implemented. The Committee’s work plan and meeting

schedule provide dedicated time for review of the company’s

risk management framework. The Committee is required to

report its findings to the full Board.

The Board and management are focused on the continuous

improvement and effectiveness of Rakon’s risk management

framework. The Board recognises that risk is anything that

could potentially impact on Rakon’s ability to achieve its

business goals and objectives and therefore risk

management is interconnected with the Company’s strategy

and business plan.

In FY23 Rakon engaged external risk advisory services to

assist with a review of its risk management framework

including its risk policy, risk categories, risk appetite, risk

rating methodology, risk register, risk mitigation plans and

risk reporting.

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Workshops were held with senior management and the

Board to facilitate and review Rakon’s risks and risk appetite.

Rakon’s risk management framework is designed to ensure

that strategic, operational and financial risks, both existing

and emerging: are identified; are assessed as regards

likelihood of occurrence and impact; have risk mitigation

plans; have defined management accountability; and are

reviewed on an ongoing basis.

The risk appetite is set by the Board and reviewed regularly.

Key risks are those risks with material implications to Rakon.

Management is required to report key risks to the Audit and

Risk Committee and Board for further review and oversight

including reviewing them relative to the Board’s appetite

for risk and the effectiveness of the implementation

and maintenance of the risk management and internal

control systems.

A high level overview of key risks for Rakon is set out in the

following table.

Rakon’s key risks include

IssueRisk Description Controls and Mitigations

Health, Safety and

Well-being

Employee workplace

accidents and illness

Rakon maintains a global focus on health, safety and well-being.

Information on the management of health, safety and well-being

across Rakon’s global operations is provided regularly to the Board,

including incident reporting, health and safety employee meetings,

drills, audits, training and critical risks.

Product QualityDefects in product causing

losses or damage to

customers or public

Rakon maintains global quality management systems (ISO certified

at main manufacturing sites in New Zealand and India) and strong

cultural focus on quality and regular comprehensive reporting to

the Board.

Competition and

Technology Disruption

Competing technology and

technology disruption and

commoditisation

Rakon maintains significant investment in R&D and a strategic focus

on technology leadership in the frequency control product industry.

Business ContinuityCatastrophic events and

supply chain disruption

Rakon maintains business continuity protocols to support business

management systems and a focus on dual sourcing and inventory

management.

Access to MarketsGeo-political issues and

climate change affecting

suppliers of parts and

product sales

Rakon maintains a strategic diversification of global suppliers, product

lines, customers and operating locations.

CyberSecurity Cyber-attack or data breachRakon maintains a continuous improvement process including

policies, practices and control mechanisms to protect personal,

customer business information and to address risk of cyber attacks

and data breaches.

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In conjunction with Rakon’s risk management framework

Rakon reviews its insurance programme annually to ensure

it maintains an appropriate level of insurance cover for its

insurable risks. Annual insurance planning forms a key part

of the annual workplan of the Audit and Risk Committee.

Details of Rakon’s financial risk management are available

in section 25 of the Notes to the Financial Statements on

page 106.

Health, Safety and Well-being

Health, safety and well-being matters are the responsibility

of the full Board, with oversight of policy and legislative

compliance by the People Committee. The Board recognises

that effective management of employee health, safety and

well-being is essential to prevent harm and promote

well-being for employees, contractors and customers and for

the operation of a successful business.

The Board is responsible for governance and oversight of

Rakon’s health and safety framework. This includes ensuring

that the systems used to identify and manage health and

safety risks foster an effective health and safety culture, set

clear expectations, are fit for purpose, and are effectively

implemented, properly resourced, regularly reviewed and

continuously improved.

Rakon continues to review its health and safety policy and

practices to achieve consistency of behaviour, processes

and expectations across its global businesses.

Climate-related risks

Rakon documents, scores and manages operational

climate-related risks through its ISO14001 Environmental

Management System processes.

Rakon recognises the importance of fully integrating its

climate-related risks assessment processes into its risk

management framework, ensuring management review

and Board level oversight to ensure the impact of climate

change risks and opportunities form part of Rakon’s

strategic and financial planning. In FY23 Rakon has prepared

its first climate disclosures published in this annual report

at pages 128–135.

Management of waste and hazardous materials, water

and carbon emissions and climate adaptation and resiliency

were recognised as important topics by stakeholders

during the recent assessment of Rakon’s Environmental,

Social and Governance materiality issues under taken

in FY22. The examination of climate-related risks formed

part of the work contributing to the Climate Disclosure

report at pages 128–135.

67
SECTION 05 / SUSTAINABILITY AND ESG

CORPORATE GOVERNANCE / CONTINUED

RAKON / ANNUAL REPORT / 2023

AUDITORS

External Audit

The Board is committed to ensuring audit independence,

both in fact and appearance, in order that Rakon’s

external financial reporting is viewed as being highly

objective and without bias.

The Audit and Risk Committee reviews the quality and

cost of the audit undertaken by the company’s external

auditor and provides a formal channel of communication

between the Board, senior management and external

auditor. For the financial year ended 31 March 2023,

PricewaterhouseCoopers (PwC) was Rakon’s external

auditor, a position it has held since 2006.

As outlined in the Audit and Risk Committee Charter, the

Committee regularly meets with the external auditor to

approve the terms of engagement and audit fee, and to

review and provide feedback in respect of the annual audit

plan. The Charter also provides for the Committee to ensure

the audit partner from the external audit firm is changed

every five years. A comprehensive review and formal

assessment of the independence and effectiveness of the

external auditor is undertaken periodically. The current audit

partner has been involved as Rakon’s audit partner for two

years. The Audit and Risk Committee also assesses the

auditor’s independence on an annual basis. The Committee

routinely allows time to meet with the external audit partner

without management present.

All audit work at Rakon is fully separated from non-audit

services, to ensure that appropriate independence is

maintained. Other services provided by PwC in FY23

were non-audit related and involved the provision of advice.

These services were deemed to have no effect on the

independence or objectivity of the auditor in relation to audit

work. The fees paid to PwC for audit and non-audit work

are identified at section 6 in the Notes to the Financial

Statements in this 2023 Annual Report.

Rakon’s External Auditor Independence Policy provides

comprehensive and current guidance to Directors and

management to assist them in determining the services

that may or may not be performed by the external auditor.

PwC is asked to provide the Audit and Risk Committee with

written confirmation that, in their view, they were able to

operate independently during the FY23 audit.

The audit partner of the company’s external auditor, PwC,

is asked to attend the company’s annual meetings, and to

be available to answer questions from shareholders at those

meetings. The PwC audit partner attended Rakon’s 2022

Annual Shareholders’ Meeting and is expected to be in

attendance at the 2023 Annual Shareholders’ Meeting.

Internal Audit

Rakon has a number of internal controls overseen by the

Audit and Risk Committee and/or the Board, which are

supported by policy, processes and procedures and regular

reporting. These include controls for computerised

information and management systems, cyber risk and

information security, business continuity management plans,

insurance, health and safety procedures, conflicts of interest

registers, processes for prevention and identification of fraud

and legislative compliance review processes.

The company does not presently have a permanent in-house

or externally resourced internal audit function. From time

to time, and as required, external providers are engaged to

review its systems and internal controls. To maintain its

ISO (International Standard Organisation) accreditation

for a number of its management systems including its

Quality Management System and Environmental

Management System Rakon is subject to rigorous, regular

independent audits.

The Board considers an assurance programme providing

for regular review of key processes and controls supporting

critical business operations, strategic objectives and risk

management is an important arm of its governance

framework. In FY24, the Board plans to formalise an

assurance programme aligned with its recent review

of Rakon’s risk management framework.

68
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CORPORATE GOVERNANCE / CONTINUED

RAKON / ANNUAL REPORT / 2023

SHAREHOLDER RIGHTS AND RELATIONS

We are committed to open and regular dialogue and

engagement with shareholders.

Rakon seeks to ensure that investors understand its activities

by communicating effectively with them and giving them

access to clear and balanced information. The Board

regularly reviews its shareholder communications strategy.

In FY22 Rakon undertook an Investor Perception Study and

engaged with investors, potential investors and investor

representatives to inform its assessment of its material

Environmental, Social and Governance issues. In FY23, the

new Chief Executive Officer and Chair made themselves

available to individual shareholders and shareholder groups

to introduce themselves and talk about the company and

their aspirations for the company.

Rakon maintains a website: www.rakon.com where

shareholders and other stakeholders may obtain information

about the company, financial and other information released

to the market, up-to-date product information and key

governance information.

The annual Corporate Governance Report is available on

Rakon’s website in the relevant annual report.

Rakon has a calendar of communications and events for

shareholders, including but not limited to:

• Annual Report and half-year shareholder

communications

• Annual and half-year results announcements

• Annual and interim business update and results

presentations

• Annual meetings

• Investor events

• Ad hoc investor presentations to institutional investors

and retail brokers

• A dedicated Manager of Investor Relations and

Communications

Rakon maintains:

• Easy access to information through the Rakon website:

www.rakon.com

• Access to management and the Board via a dedicated

email address: investors@rakon.com

• Option to sign-up via website to receive email

notifications of investor news

• Option to sign-up via website to receive product updates

Shareholders are actively encouraged to attend the

company’s annual meetings and vote on major decisions,

which affect Rakon. Voting is by poll, upholding the ‘one

share, one vote’ philosophy. Shareholders may raise matters

for discussion at these events. In 2022, Rakon’s annual

meeting was a hybrid meeting allowing those not present at

the meeting venue in Auckland, New Zealand to actively

participate in the meeting. Shareholders and their proxies

were able to vote and ask questions and to view the live

presentations whether they attended the meeting in person

or online. Rakon believes this change better recognises the

wide geographic dispersion of shareholders in New Zealand

and overseas as well as offering greater choice to

shareholders and other stakeholders.

All shareholders have the option to elect to receive electronic

communications from the company through the company’s

share registrar (Computershare) and by electing to receive

email notifications of investor news from the company.

In addition to shareholders, Rakon has a wide range of

stakeholders and maintains open channels of communication

for all audiences, including brokers, the investing community

and the New Zealand Shareholders’ Association and

regulators, as well as Rakon employees, customers

and suppliers.

In accordance with the Companies Act 1993, Rakon’s

Constitution and the NZX Listing Rules, Rakon will refer

major decisions which may change the nature of Rakon to

shareholders for approval.

The Board notes the NZX Corporate Governance Code

recommendation in relation to considering the interests of all

existing financial product holders. The Board will take

account of the recommendation in the event of a capital

raise, as well as the expectation that it should explain why

any capital raising method other than pro-rata was preferred

when reporting against the NZX Code.

Crystal Filter
A filter that allows only the desired frequency to pass

through to the output.

Crystal Micro-Electro-Mechanical System (XMEMS

®

)

Rakon’s advanced quartz-based resonator technology.

It is made using Rakon’s NanoQuartz™ microfabrication

process, delivering unprecedented resonator and

oscillator performance.

Crystal Oscillator (XO)

A crystal resonator combined with appropriate circuitry to

generate a variety of repeating electrical signal waveforms

(e.g. CMOS /square wave).

Crystal (Xtal) Resonator

At the heart of XOs, VCXOs, TCXOs and OCXOs are quartz

crystal resonators, which naturally oscillate at a certain

frequency with electrical stimulation. This frequency is based

off their width and the piezoelectric effect.

Oscillator

A circuit or device that generates a fixed frequency signal

and consists of a resonator and electronic components.

Glossary

Oven Controlled Crystal Oscillator (OCXO)

A crystal oscillator that uses a miniaturised oven to keep

its internal temperature constant.

Oven Controlled SAW Oscillator (OCSO)

An oven controlled oscillator using Surface Acoustic

Wave (SAW) technology.

Surface Acoustic Wave (SAW) Resonator

At the heart of SAW oscillators are SAW resonators.

This is a special type of crystal resonator that has the

piezoelectric effect occurring on the resonator’s surface,

compared to traditional resonators which are through

the bulk of the crystal resonator.

System Solutions

Refers to Rakon’s solutions that include high

performance products, equipment and consulting services

for Space and Defence.

Temperature Compensated Crystal Oscillator (TCXO)

A crystal oscillator with additional circuitry to remove

frequency variations due to temperature change.

Ultra Stable Oscillator (USO)

An extremely stable oscillator used in high-end space

and instrumentation applications.

Ultra Stable TCXO

Using unique technology these TCXOs can achieve stabilities

of 50 parts per billion (ppb) over temperature.

Voltage Controlled Crystal Oscillator (VCXO)

A VCXO is an XO that allows the user to manually adjust

a control voltage; it helps to compensate for instabilities in

the output frequency. It is mainly used to bring the oscillator

back to frequency after being impacted by instabilities

(e.g. long term stability).

Voltage Controlled Oscillator (VCO)

A purely electronic oscillator circuit with an adjustable output

frequency, without the use of a crystal or SAW resonator.

Voltage Controlled SAW Oscillator (VCSO)

Similar to the VCXO, but uses a SAW resonator instead

of a traditional crystal resonator.

FIND OUT MORE

Visit our Investor Centre: www.rakon.com/investors

At our Investor Centre you can sign up for our email alerts

and receive investor news updates straight to your inbox. 

Definition of Underlying EBITDA

Rakon has used ‘Underlying EBITDA’ as a non-gap financial measure in this 2023 Annual Report document. Underlying

EBITDA is defined as ‘Earnings before interest, tax, depreciation, amortisation, impairment, employee share schemes,

non-controlling interests, adjustments for associate’s share of interest, tax and depreciation, loss on disposal of assets and

other cash and non-cash items’. Refer to note 4 of the Financial statements section of this document for additional information

including a reconciliation to Net Profit After Tax (NPAT).

69

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70
SECTION 05 / SUSTAINABILITY AND ESGRAKON / ANNUAL REPORT / 2023

71
SECTION 06 / FINANCIALS

RAKON / ANNUAL REPORT / 2023

Divider in front section file

06

FINANCIALS

LORRAINE WITTEN
CHAIR

S HORGAN

CHAIR OF THE AUDIT AND RISK COMMITTEE

72

SECTION 06 / FINANCIALS

RAKON / ANNUAL REPORT / 2023

The Directors are responsible for ensuring that the financial statements fairly present the financial

position of the Group as at 31 March 2023 (FY2023) and the financial performance and cash flows

for the year ended on that date.

The Directors consider that the financial statements of the Group have been prepared using

appropriate accounting policies, consistently applied and supported by reasonable judgements and

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

The Directors believe that proper accounting records have been kept, which enable, with reasonable

accuracy, the determination of the financial position of the Company and the Group and facilitate

compliance of the financial statements with the Financial Markets Conduct Act 2013.

The Directors consider they have taken adequate steps to safeguard the assets of the Company

and the Group and to prevent and detect fraud and other irregularities.

The Directors present the financial statements, set out in pages 73–115, of Rakon Limited

and subsidiaries for the year ended 31 March 2023.

The Board of Directors of Rakon Limited authorised these financial statements for issue on

23 May 2023.

On behalf of the Directors

Directors’ StatementTable of Contents

Directors’ Statement72

Statement of Comprehensive Income73

Statement of Changes in Equity74

Balance Sheet75

Statement of Cash Flows76

Notes to the Financial Statements78

Independent Auditor’s Report116

73
SECTION 06 / FINANCIALS

RAKON / ANNUAL REPORT / 2023

Note

2023

$000s

Restated

2022

$000s

Continuing operations

Revenue5180,334171,967

Cost of sales(91,542)(81,907)

Gross profit88,79290,060

Other operating income74011,634

Operating expenses

Selling and marketing(10,626)(9,424)

Research and development6(16,979)(14,666)

General and administration(31,214)(25,253)

Total operating expenses(58,819)(49,343)

Other gains/(losses) – net82,969(937)

Operating profit33,34341,414

Finance income937139

Finance costs9(891)(1,945)

Share of net (losses)/profits of associates16(1,460)2,382

Profit before income tax31,36341,890

Income tax expense21(8,144)(8,779)

Net profit after tax for the year attributable to equity holders

of the Company

23,21933,111

Note

2023

$000s

Restated

2022

$000s

Other comprehensive income/(losses)

Items that may be reclassified subsequently to profit or loss

Decrease in fair value cash flow hedges(2,517)(697)

Cost of hedging (1,494)(725)

Income tax relating to components of other comprehensive income1,123398

Exchange differences on translation of foreign operations1,774(517)

Long term incentive plan347108

Items that will not be reclassified subsequently to profit or loss

Changes in fair value of equity investments – Thinxtra(753)(440)

Other comprehensive losses for the year, net of tax (1,520)(1,873)

Total comprehensive income for the year attributable to

equity holders of the Company

21,69931,238

Earnings per share attributable to the equity holders of the CompanyCentsCents

Basic earnings per share2310,214,6

Diluted earnings per share2310,214,5

FINANCIAL STATEMENTS

Statement of Comprehensive Income

For the year ended 31 March 2023

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

Refer note 6 for details regarding the restatement of Research and Development costs.

74
SECTION 06 / FINANCIALS

RAKON / ANNUAL REPORT / 2023

Note

Share capital

$000s

Retained

earnings

$000s

Other

reserves

$000s

Total equity

$000s

Balance at 31 March 2021181,024(56,237)(20,860)103,927

Net profit after tax for the year –33,111–33,111

Currency translation differences24––(517)(517)

Cash flow hedges, net of tax24––(1,024)(1,024)

Changes in fair value of equity investments at fair value through other comprehensive income – Thinxtra 24––(440)(440)

Total comprehensive income for the year–33,111(1,981)31,130

Contribution of equity net of transaction costs

Employee share schemes

Value of employee services29––108108

Balance at 31 March 2022181,024(23,126)(22,733)135,165

Net profit after tax for the year –23,219–23,219

Currency translation differences24––1,7741,774

Cash flow hedges, net of tax24––(2,888)(2,888)

Changes in fair value of equity investments at fair value through other comprehensive income – Thinxtra 24––(753)(753)

Total comprehensive income for the year–23,219(1,867)21,352

Contribution of equity net of transaction costs

Employee share schemes

Value of employee services29––347347

Balance at 31 March 2023181,02493(24,253)156,864

FINANCIAL STATEMENTS / CONTINUED

Statement of Changes in Equity

For the year ended 31 March 2023

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

75
SECTION 06 / FINANCIALS

RAKON / ANNUAL REPORT / 2023

Note

2023

$000s

2022

$000s

Assets

Current assets

Cash and cash equivalents1021,71739,229

Trade and other receivables1151,42144,522

Inventories1262,61457,321

Derivative financial instruments 251,1001,345

Financial asset at fair value through profit or loss2596201

Current income tax asset362213

Total current assets137,310142,831

Non–current assets

Property, plant and equipment1334,38721,388

Intangible assets147,6717,164

Right–of–use assets153,4354,792

Interest in associates1614,15416,172

Trade and other receivables113,6151,941

Financial asset at fair value through other comprehensive

income – Thinxtra

171,9272,680

Derivative financial instruments251,2281,095

Deferred tax asset213,5431,806

Total non–current assets69,96057,038

Total assets207,270199,869

Note

2023

$000s

2022

$000s

Liabilities

Current liabilities

Borrowings181,6351,297

Trade and other payables1929,97836,008

Current income tax liabilities1,6882,457

Lease liabilities151,5622,076

Provisions201,176631

Derivative financial instruments254,107854

Total current liabilities40,14643,323

Non–current liabilities

Borrowings183,60014,684

Trade and other payables1992–

Provisions203,0572,817

Lease liabilities152,5073,404

Derivative financial instruments 25940385

Deferred tax liabilities216491

Total non–current liabilities10,26021,381

Total liabilities50,40664,704

Net assets156,864135,165

Equity

Share capital22181,024181,024

Other reserves24(24,253)(22,733)

Accumulated profit/(losses)93(23,126)

Total equity156,864135,165

FINANCIAL STATEMENTS / CONTINUED

Balance sheet

As at 31 March 2023

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

76
SECTION 06 / FINANCIALS

RAKON / ANNUAL REPORT / 2023

2023

$000s

2022

$000s

Operating activities

Cash provided from

Receipts from customers173,137168,226

R&D grants received2,0922,192

Other income received506161

175,735170,579

Cash was applied to

Payment to suppliers and others(95,749)(84,108)

Payment to employees(58,375)(53,947)

Interest paid(1,004)(1,811)

Income tax paid(9,495)(475)

(164,623)(140,341)

Net cash inflow from operating activities11,11230,238

Investing activities

Cash was applied to

Purchase of property, plant and equipment(17,342)(8,461)

Purchase of intangibles(1,356)(1,708)

Net cash outflow from investing activities(18,698)(10,169)

2023

$000s

2022

$000s

Financing activities

Cash was provided from

Proceeds from borrowings–10,000

–10,000

Cash was applied to

Repayment of borrowings(10,746)–

Lease liabilities payments(2,472)(2,625)

(13,218)(2,625)

Net cash (outflow)/inflow from financing activities(13,218)7,375

Net (decrease)/increase in cash and cash equivalents(20,804)27,444

Effects of exchange rate changes on cash and cash equivalents3,292311

Cash and cash equivalents at the beginning of the year39,22911,474

Cash and cash equivalents at the end of the period21,71739,229

Composition of cash and cash equivalents

Cash and cash equivalents21,71739,229

Total Cash and cash equivalents 21,71739,229

FINANCIAL STATEMENTS / CONTINUED

Statement of Cash Flows

For the year ended 31 March 2023

The accompanying notes form an integral part of these financial statements. Refer to note 10 for the breakdown of cash and cash equivalents.

77
SECTION 06 / FINANCIALS

RAKON / ANNUAL REPORT / 2023

2023

$000s

2022

$000s

Reconciliation of net profit to net cash flows from

operating activities

Reported net profit after tax23,21933,111

Adjustments for

Depreciation and amortisation expense7,7778,938

Net increase in allowance for expected credit loss222291

Gain on dilution of investment in Timemaker–(634)

Provisions provided1,103551

Movement in foreign exchange rates(1,333)(851)

Share of net profits of associate1,460(2,382)

Deferred tax movement(644)5,041

Employee share based expense347108

8,93211,062

Change in operating assets and liabilities

Increase in trade and other receivables(8,794)(3,714)

Increase in inventories(5,293)(21,559)

Increase/(decrease) in provisions785(17)

(Decrease)/increase in trade and other payables(7,125)10,357

(Decrease)/increase in tax provisions and deferred tax(612)998

Total impact of changes in working capital items(21,039)(13,935)

Net cash flow from operating activities11,11230,238

FINANCIAL STATEMENTS / CONTINUED

Statement of Cash Flows (continued)

For the year ended 31 March 2023

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

78
SECTION 06 / FINANCIALS

RAKON / ANNUAL REPORT / 2023

1.General information79

2.Going concern79

3.Statement of significant accounting policies79

4.Segment information80

5.Revenue83

6.Expenditure included in net profit85

7.Other operating income87

8.Other (losses)/gains – net87

9.Net finance (costs)/income87

10.Cash and cash equivalents88

11.Trade and other receivables88

12.Inventories89

13.Property, plant and equipment90

14.Intangible assets92

15.Leases94

16.Interest in associates96

17.Financial asset at fair value through other comprehensive income – Thinxtra97

18.Borrowings98

19.Trade and other payables100

20.Provisions100

21.Taxation102

22.Share capital103

23.Earnings per share104

24.Other reserves104

25.Financial risk and capital management106

26.Commitments111

27.Principal subsidiaries111

28.Related party transactions112

29.Share based payments113

30.Contingencies115

31.Subsequent events115

Notes to the financial statements

NOTES TO THE FINANCIAL STATEMENTS / CONTINUED
79

SECTION 06 / FINANCIALS

RAKON / ANNUAL REPORT / 2023

1. GENERAL INFORMATION

Rakon Limited (‘the Company’) and its subsidiaries (‘the Group’) are a global technology company

that design and manufacture advanced frequency control and timing solutions for a wide range

of applications. Rakon’s core markets are Telecommunications, Space & Defence, and Global

Positioning. The Company is a limited liability company, incorporated and domiciled in New Zealand,

and listed on the New Zealand Stock Exchange (NZX code: RAK). The address of the registered

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

The Company is registered under the Companies Act 1993 and is a FMC reporting entity under

Part 7 of the Financial Markets Conduct Act 2013. The financial statements of the Group have been

prepared in accordance with the requirements of Part 7 of the Financial Markets Conduct Act 2013

and the NZX (Main Board) Listing Rules.

The financial statements of the Group have been presented in New Zealand dollars and have been

rounded to the nearest thousand unless otherwise indicated.

2. GOING CONCERN

These financial statements have been prepared on a going concern basis. The Directors are not

aware of material uncertainties related to events or conditions that may cast significant doubt upon

the entity’s ability to continue as a going concern. In making this assessment management and the

Directors considered factors including the current profitability of the Group.

3. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

a. Basis of preparation and measurement base

The consolidated financial statements of the Group have been prepared in accordance with

New Zealand Generally Accepted Accounting Practice (NZ GAAP). They comply with New

Zealand equivalents to International Financial Reporting Standards (NZ IFRS), other New Zealand

accounting standards and authoritative notices that are applicable to entities that apply NZ IFRS.

The consolidated financial statements also comply with International Financial Reporting Standards

(IFRS). The Group is a Tier 1 for-profit entity.

The financial statements have been prepared on a historical cost basis, with the exception of certain

financial assets and liabilities, and equity instruments, which are measured at fair value.

b. Basis of consolidation and equity accounting

The financial statements of the subsidiaries are included in the Group’s financial statements from

the date on which control commences until the date on which control ceases, refer to note 27 for

information on subsidiaries. All material intercompany transactions, balances and unrealised gains

on transactions between the subsidiaries are eliminated on consolidation. Interest in associates are

accounted for by using the equity method, refer to note 16.

c. Significant accounting estimates and judgements

The preparation of the financial statements in accordance with NZ IFRS requires management to

make judgements, estimates and assumptions that affect the application of policies and reported

amounts of assets and liabilities, income and expenses. The estimates and assumptions that

involved a higher degree of judgement or complexity, or are significant to the financial statements

are listed below and disclosed within the specified notes:

• Identification of reportable segment (note 4)

• Calculation of inventory provision (note 12)

• Valuation of the Group’s investment in Thinxtra (note 17)

d. Significant accounting policies and new accounting standards

The significant accounting policies adopted in the preparation of these consolidated financial

statements are disclosed within each of the applicable notes to the financial statements.

The accounting policies have been consistently applied to all years presented.

Certain comparative amounts have been restated which the Group believes are qualitatively

immaterial to the financial statements. These changes have been highlighted in notes 4, 5, 6, 13

and 14 respectively.

NOTES TO THE FINANCIAL STATEMENTS / CONTINUED
80

SECTION 06 / FINANCIALS

RAKON / ANNUAL REPORT / 2023

e. New standards and interpretations not yet adopted

Certain new accounting standards, amendments to accounting standards and interpretations have

been published that are not mandatory for 31 March 2023 reporting periods and have not been

early adopted by the Group. These standards, amendments or interpretations are not expected to

have a material impact on the entity in the current or future reporting periods and on foreseeable

future transactions.

The External Reporting Board (XRB) of New Zealand issued three Climate Standards that set

requirements for the Climate-related Disclosures (Aotearoa New Zealand Climate Standard 1

(NZ CS 1)); Adoption of Aotearoa New Zealand Climate Standards (NZ CS 2); and the General

Requirements for Climate-related Disclosures (NZ CS 3). The Climate Standards are effective from

1 January 2023, with mandatory assurance required on the Greenhouse Gas emissions included

in the Climate Statements for the 2025 Annual Report. The Company will adopt the Climate

Standards for the year ending 31 March 2024.

As part of preparing the Company for the introduction of the Climate Standards, management

has undertaken an International Task Force on Climate-related Financial Disclosures (TCFD)

gap analysis and in this year’s Annual Report the Company has made climate disclosures which

are progressively being aligned with the recommendations of the TCFD. At this point in time,

management has not identified significant climate related risks impacting financial reporting for this

year. However, management acknowledges that this assessment is an ongoing process and that an

financial reporting impact may be identified in future.

f. Foreign currency translation

Functional and presentation currency

The financial statements of each of the Group’s overseas operations are measured using the

currency of the primary economic environment in which the overseas entity operates (the functional

currency). The consolidated financial statements are presented in New Zealand dollars, (the

presentation currency), which is also the functional currency of the Company.

Transactions and balances

Foreign currency transactions are translated into the relevant functional currency of the Group’s

overseas operations at the exchange rates at the dates of the transactions. Monetary assets and

liabilities denominated in foreign currencies at balance date are translated to the functional currency

at the foreign exchange rate at that date. Foreign exchange differences arising from translation are

recognised in the Statement of Comprehensive Income, except for qualifying cash flow hedges

which are recognised in other comprehensive income (OCI). Non-monetary assets and liabilities

that are measured in terms of historical cost in a foreign currency are translated using the exchange

rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign

currencies that are stated at fair value are translated at foreign exchange rates at the dates the fair

value was determined.

The assets and liabilities of all Group companies that have a functional currency that differs

from the Group’s presentation currency, including goodwill and fair value adjustments arising on

consolidation, are translated to New Zealand dollars at foreign exchange rates at balance date. The

revenues and expenses of these foreign operations are translated to New Zealand dollars at rates

approximating to the foreign exchange rates at the dates of the transactions. Exchange differences

arising from the translation of foreign operations are recognised in the foreign currency translation

reserve, refer to note 24.

Goodwill and fair value adjustments arising from the acquisition of a foreign entity are treated as

assets and liabilities of the foreign entity and are translated at the foreign exchange rates at the

balance date.

4. SEGMENT INFORMATION

The chief operating decision maker (CODM), is responsible for allocating resources and assessing

performance of the operating segments. CODM for the Group is the Chief Executive Officer.

The operating segments are presented in a manner consistent with the internal reporting provided

to the CODM. Significant judgement has been applied in the determination of reportable operating

segments. Ownership of products’ intellectual property have been used as the key factor to identify

reportable operating segment and aggregation criteria, based on synergies between the businesses

not limited by geography.

The CODM assess the performance of the operating segments based on ‘Underlying EBITDA’,

a non-GAAP measure, defined as: ‘Earnings before interest, tax, depreciation, amortisation,

impairment, employee share schemes, non-controlling interests, adjustments for associate’s

share of interest, tax & depreciation, loss on disposal of assets and other cash and non-cash items’.

The CODM also receives information about the segments’ revenue on monthly basis.

NOTES TO THE FINANCIAL STATEMENTS / CONTINUED
81

SECTION 06 / FINANCIALS

RAKON / ANNUAL REPORT / 2023

a. Segment results

Information relating to each reportable segment is set out below:

31 March 2023

NZ

$000s

France/

India

$000s

France

HiRel

$000s

T’maker

$000s

Other

1

$000s

Total

$000s

Segment revenue by market

Telecommunications65,87439,215453–(4,961)100,581

Global Positioning35,287112233–(1,790)33,842

Space and Defence10,4482,84616,248–(640)28,902

Other12,2232345,390–(838)17,009

Total segment revenue

by market

123,83242,40722,324–(8,229)180,334

Underlying EBITDA39,1177,5801,642622(6,779)42,182

Total assets

2

111,43552,03228,12614,1541,523207,270

Additions of property, plant and

equipment, and intangibles

5,93510,9051,858––18,698

Total liabilities

3

26,86914,0557,930–1,55250,406

Restated 31 March 2022

NZ

$000s

France/

India

$000s

France

HiRel

$000s

T’maker

$000s

Other

1

$000s

Total

$000s

Segment revenue by market

Telecommunications57,00627,202374–1,40785,989

Global Positioning27,26443217–52628,050

Space and Defence9,4242,50412,363–19324,484

Other26,7402015,912–59133,444

Total segment revenue

by market

120,43429,95018,866–2,717171,967

Underlying EBITDA42,0103,7431,3704,5932,71554,431

Total assets

2

121,95337,92522,21016,1721,609199,869

Additions of property, plant and

equipment, and intangibles

6,8881,8481,649––10,385

Total liabilities

3

36,99414,06212,106–1,54264,704

Following the change in reporting segments in the prior year, a review was performed over the

market categorisation of customers. The categorisation of certain customers was corrected to

ensure it meets the purpose and intention of reporting to the CODM. Market information reported

at 31 March 2022 was restated to conform to the current period’s presentation and to provide

more meaningful comparison. This resulted in a decrease in Space and Defence by $1,793,000,

Telecommunications by $257,000 and an increase in Global Positioning by $912,000 and Other

by $1,138,000. Total revenue per segment reported at 31 March 2022 had not changed as a

result of this restatement. There was no change to overall revenue.

1 Revenue is (losses)/gains on cash flow hedges apportioned to each market based on hedged currency.

The Group’s treasury function is carried out centrally at head office in New Zealand, refer note 25.

2 Segment assets are measured in the same way as in the financial statements. These assets are presented

as it is regularly provided to the chief operating decision maker.

3 Segment liabilities are measured in the same way as in the financial statements. These liabilities are presented

as it is regularly provided to the chief operating decision maker.

NOTES TO THE FINANCIAL STATEMENTS / CONTINUED
82

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b. Segment description and principal activities

The New Zealand (NZ) operating segment designs and manufactures products for

Telecommunications, Global Positioning and Defence markets. The segment includes research

and development (R&D) engineering teams located in NZ and UK which develop new products and

process innovations.

The France/India operating segment designs and manufactures products for the Telecommunication

market. Design and support services are in France and NZ, with manufacturing in India.

Rakon’s India facility in Bengaluru contract manufacture products exclusively for the Group. They

also design and manufacture products for the local Indian defence, aeronautics and space markets.

Though there is potential for future growth in the domestic market, this business currently is not

large enough for the CODM to view separately, therefore is aggregated with France Telecom.

The France HiRel operating segment designs and manufactures products for the Space & Defence

markets. Design, support services and manufacturing are predominantly carried out in France.

The Timemaker Group (T’maker) produces crystal blanks and represents the Group’s 37.07%

(2022: 37.07%) ownership interest, refer to note 16.

All other segments (Other) includes Rakon Financial Services Limited, Rakon UK Holdings Limited,

and Rakon Investment HK Limited. These are not operating segments and are not separately

included in reports provided to the CODM. Also included are the head office, and group sales

and marketing services segments. These are reported separately to the CODM.

c. Reconciliation of Underlying EBITDA to net profit after tax for the year

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

The Directors present Underlying EBITDA as a useful non-GAAP measure to investors, in order

to understand the underlying operating performance of the Group and each operating segment,

before the adjustment of specific cash and non-cash items and before cash impacts relating to

the capital structure and tax position. Underlying EBITDA is considered by the Directors to be the

closest measure of how each operating segment within the Group is performing. Management

uses the non-GAAP measure of Underlying EBITDA internally, to assess the underlying operating

performance of the Group and each operating segment.

Continuing operationsNote

2023

$000s

2022

$000s

Underlying EBITDA42,18254,431

Depreciation and amortisation6(7,777)(8,938)

Adjustment for associate share of interest,

tax and depreciation

(2,100)(2,222)

Finance costs – net9(520)(1,906)

Dilution gain on Timemaker investment16–634

Long term incentive scheme29(376)(148)

Other non–cash items(46)39

Profit before income tax31,36341,890

Income tax expense21(8,144)(8,779)

Net profit after tax for the year23,21933,111

NOTES TO THE FINANCIAL STATEMENTS / CONTINUED
83

SECTION 06 / FINANCIALS

RAKON / ANNUAL REPORT / 2023

5. REVENUE

The Group designs, manufactures and sells frequency control solutions for a wide range of

applications. Revenue is derived from the transfer of goods over time and at a point in time at an

amount that reflects the consideration the Group expects to be entitled to in exchange for products

and services excluding any applicable taxes. Arrangements are agreed with the customers, set out

in the terms and conditions which cover the pricing, settlement of liabilities, return policies and any

other negotiated performance obligations.

Typically, control transfers to the customer at the same time as the legal title of the product is

passed to the customer. This is usually on terms of delivery of the product. The transaction price

includes all amounts that the Group expects to be entitled to, net of any sales taxes.

A receivable is recognised based on the delivery terms of the products as this is the point in time

when the consideration is unconditional.

Sale of products – at a point in time

The Group recognises revenue when the performance obligations are satisfied by transferring

control of products to the customer based on the specified contract price.

Products and services transferred over time – France HiRel segment

For certain contracts in the France HiRel segment, the revenue is recognised over time as the

Group’s performance creates an asset, which does not have an alternative use to the Group, and the

Group has an enforceable right to be paid for work completed to date. The Group applies judgement

by using the percentage-of-completion method to determine the appropriate amount to recognise

in a given period. The stage of completion is measured by reference to the contract costs incurred

up to the end of the reporting period as a percentage of total estimated costs for each contract.

In case of fixed price contracts, payments are received from the customer based on an agreed

payment schedule. A contract liability is recognised when the payments exceed estimated work

completed, and contract asset when estimated work completed exceeds payments.

a. Reportable segment revenue from contracts with customers

31 March 2023

NZ

$000s

France/

India

$000s

France

HiRel

$000s

Other

1

$000s

Total

$000s

Products transferred at a point in time123,83242,40719,437(8,229)177,447

Products and services transferred

over time

––2,887–2,887

Sales to external customers123,83242,40722,324(8,229)180,334

31 March 2022

NZ

$000s

France/

India

$000s

France

HiRel

$000s

Other

1

$000s

Total

$000s

Products transferred at a point in time120,43429,94915,4512,717168,551

Products and services transferred

over time

––3,416–3,416

Sales to external customers120,43429,94918,8672,717171,967

1 Revenue is (losses)/gains on cash flow currency hedges. The Group’s treasury function is carried out centrally

at head office in New Zealand, refer note 25.

NOTES TO THE FINANCIAL STATEMENTS / CONTINUED
84

SECTION 06 / FINANCIALS

RAKON / ANNUAL REPORT / 2023

b. Revenue by geography

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

country in which the customer is located.

2023

$000s

Restated

2022

$000s

Asia82,51691,005

North America61,89255,353

Europe30,75023,481

Others5,1762,128

Total segment revenue by geography180,334171,967

A review was performed over the geography categorisation of customers. The categorisation of

certain customers was corrected to ensure it meets the purpose and intention of reporting to the

CODM. Revenue by geography reported at 31 March 2022 was restated to conform to the current

period’s presentation and to provide more meaningful comparison. This resulted in an increase in

North America by $26,079,000, and a decrease in Asia by $23,690,000, Europe by $2,191,000,

and Others by $198,000. Total revenue reported at 31 March 2022 did not change as a result of

this restatement.

c. Assets and liabilities related to contract customers

The Group has recognised the following assets and liabilities related to contracts with customers

in France HiRel segment.

2023

$000s

2022

$000s

Total current contract assets9521,843

Total current contract liabilities(872)(1,935)

80(92)

The contract assets have decreased as the Group has provided fewer services ahead of the agreed

payment schedules. Customer contracts liabilities are payments received in advance for subsequent

delivery of services and goods to the customers. In prior year $1,935,000 was recognised as

customer contract liabilities, and is recognised as revenue in the year ended 31 March 2023. The

remaining performance obligations at 31 March 2023 have an expected duration of less than a year.

The performance obligation of the products and services transferred over time that were in progress

at 31 March 2022 were mainly completed during the year, with the exception of $589,000

relating to seven projects. These are expected to be finalised in 2024. The remaining performance

obligations at 31 March 2023 have an expected duration of less than a year. As a consequence,

the Group does not adjust any of the transaction prices for the time value of money.

NOTES TO THE FINANCIAL STATEMENTS / CONTINUED
85

SECTION 06 / FINANCIALS

RAKON / ANNUAL REPORT / 2023

2023

$000s

Restated

2022

$000s

Research and development

Research and development expenses19,52216,742

Research and development government grant(1,309)(277)

Research and development tax credit(1,234)(1,799)

Net research and development expense16,97914,666

For the NZ segment, research and development expenses was previously aligned to the R&D

grant claim. With the change in the grant scheme, introduced by New Zealand Government, the

research and development calculation has been reassessed for the period ending 31 March 2022,

resulting in a reclassification of $2,940,000 from general and administration expenses to research

and development expenses.

6. EXPENDITURE INCLUDED IN NET PROFIT

Additional information in respect of expenses included in the Statement of Comprehensive Income

is as follows:

Expenditure by nature

2023

$000s

2022

$000s

Employee benefit expenses

Wages and salaries56,07350,354

Redundancy costs489–

Contributions to defined plans814723

Increase in liability for French retirement indemnity plan (note 20)169325

Increase in liability for long service leave (note 20)114274

Long term incentive plan (note 29)376148

Total employee benefit expenses58,03551,824

2023

$000s

Restated

2022

$000s

Depreciation and amortisation

Depreciation on property, plant and equipment (note 13)4,3365,135

Amortisation on intangible assets (note 14)1,2351,849

Depreciation on right-of-use assets (note 15)2,2062,426

Total depreciation and amortisation7,7779,410

NOTES TO THE FINANCIAL STATEMENTS / CONTINUED
86

SECTION 06 / FINANCIALS

RAKON / ANNUAL REPORT / 2023

2023

$000s

2022

$000s

Fees to the auditors

PwC 635 573

BDO Limited (Hong Kong)

1

14 16

T S Tay Public Accounting Corporation ( Singapore)

1

11 8

MHA MacIntyre Hundson (UK)

1

38 34

Total audit and review fees 698 631

Assurance and audit related services

Performed by PwC India

Certification of expenditure for the purposes of the Production

Linked Incentive Scheme

– 2

Performed by PwC France

Certification of expenditure for the purposes of the European Union

subsidy for community projects

– 11

Total assurance and audit related services– 13

Other services

Performed by PwC France

Statutory obligations and audit recapitalisation fees– 10

Certification of expenditure for the purposes of the European grants

on innovation projects

– 6

Total other services fees– 16

Total fees paid to auditors 698 660

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

Employee benefits expenses

Employee entitlements to salaries, wages and annual leave to be settled within 12 months of

balance date represent present obligations resulting from employees’ services provided up to the

balance date. These are calculated at undiscounted amounts based on remuneration rates that

the Group expects to pay.

Superannuation schemes

The Group’s New Zealand and overseas operations participate in their respective government

superannuation schemes. Where the Group is required to pay fixed contributions into a separate

entity, the Group has no legal or constructive obligations to pay further contributions if the fund

does not have sufficient assets to pay all employees the benefits relating to the employee service

in the current and prior periods. The contributions are recognised as an employee benefit expense

when they are due.

Redundancy

The Group has realigned its certain R&D team operations with its strategy. The decision was made

to centralise the specific R&D team to one location that resulted in the move to a new site in UK.

Staff that decided not to relocate were given the option to take redundancy.

Research and development

Expenditure on research activities has been undertaken with the prospect of gaining new scientific

or technical knowledge and understanding. Any research and development taxation credits and

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

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

Grants and tax credits from governments are recognised at their fair value. The research and

development grants and tax credits are recognised in trade and other receivables (note 11), and

in the Statement of Comprehensive Income. Government grants are offset against the related

expenses over the periods in which those costs are recognised.

NOTES TO THE FINANCIAL STATEMENTS / CONTINUED
87

SECTION 06 / FINANCIALS

RAKON / ANNUAL REPORT / 2023

7. OTHER OPERATING INCOME

Revenue from activities which are not related to principal activities of the Group:

2023

$000s

2022

$000s

Other income281478

Sale of raw materials44459

Dilution gain on Timemaker investment (note 16)-634

Covid-19 government assistance

1

7663

Total other operating income4011,634

1 Eligible New Zealand Covid leave support subsidy

8. OTHER GAINS/(LOSSES) – NET

2023

$000s

2022

$000s

(Loss)/gain on disposal of property, plant and equipment,

and intangible assets

(33)17

Foreign exchange gains/(losses) – net

Forward foreign exchange contracts

Financial asset at fair value through profit or loss(880)327

Revaluation of foreign denominated monetary assets and liabilities

1

3,882(1,281)

Total foreign exchange gains/(losses) – net3,002(954)

Total other gains/(losses) – net2,969(937)

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

9. NET FINANCE (COSTS)/INCOME

Interest income and costs are recognised in the Statement of Comprehensive Income as it accrues,

using the effective interest rate applicable.

2023

$000s

2022

$000s

Finance income

Interest income37139

Finance costs

Interest expense on borrowings(596)(1,563)

Unwinding of lease make good provision(17)(17)

Interest on lease liabilities (note 15) (278)(365)

Total finance costs(891)(1,945)

Net finance costs(520)(1,906)

Interest expense rate

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

note 18.

• Tanarra Credit Partners 9.60% (2022: 9.11%)

• ASB facility in New Zealand 7.23% – (2022: not applicable)

• State Bank of India 10.08% (2022: 8.70%)

• HDFC Bank in India 8.75% (2022: not applicable)

• Crédit Agricole Provence Côte D’Azur facility in France 0.55% (2022: 0.25%)

NOTES TO THE FINANCIAL STATEMENTS / CONTINUED
88

SECTION 06 / FINANCIALS

RAKON / ANNUAL REPORT / 2023

10. CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprise of cash balances, call deposits, and other short-term highly

liquid investments with original maturities of three months or less, that are readily convertible to

known amounts of cash and which are subject to an insignificant risk of changes in value, and bank

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

did not have any overdraft balance.

2023

$000s

2022

$000s

Cash at bank and on hand21,71739,229

11. TRADE AND OTHER RECEIVABLES

Trade and other receivables are recognised initially at the amount of consideration that is

unconditional and subsequently measured at amortised cost using the effective interest method.

Due to the short-term nature of the trade and other receivables, their carrying amount is considered

to be the same as their fair value.

Trade receivables are amounts due from customers, who are considered of acceptable credit quality,

for products or services performed in the ordinary course of the business and are non-interest

bearing. They are generally due for settlement within 30 to 120 days.

The Group has established credit policies under which each new customer is analysed individually

for credit-worthiness before payment, delivery terms and conditions are agreed. The Group’s

review includes trade references and external ratings, where appropriate and in some cases bank

references. Purchase limits are established for each customer, which represents the maximum open

amount; these limits are reviewed periodically. Customers that fail to meet the Group’s benchmark

credit-worthiness may transact with the Group only on a prepayment basis.

The trade receivables balances included $13,506,000 (2022: $10,500,000) representing 31.0%

(2022: 32.0%) due from the Group’s three largest customers. The balances due from these

customers are current and are considered a low credit risk to the Group.

The maximum exposure to credit risk at balance date is the carrying value of each class of

receivable mentioned below. The Group does not hold any collateral as security.

a. Trade and other receivables balances


2023

$000s

2022

$000s

Trade receivables42,96133,096

Less: allowance for expected credit loss(1,202)(1,002)

Net trade receivables41,75932,094

Prepayments1,5281,490

GST/VAT receivable8161,565

Receivables from related parties (note 28)223354

Other receivables

1

10,71010,960

Total trade and other receivables55,03646,463

Less non-current other receivables

1

3,6151,941

Current trade and other receivables51,42144,522

1 Other receivables includes research and development related tax credits and government grants, deposits held

by bank for guarantees, advances for facility construction in India, and prepaid expenses.

b. Allowance for expected credit loss

Impairment losses on trade receivables are presented as net impairment losses within operating

profit. Trade receivables are written off when considered to have become uncollectable. Subsequent

recoveries of amounts previously written off are credited against the same line item.

The Group applies the NZ IFRS 9 Financial Instruments simplified approach to measure the

expected credit loss provision that uses a lifetime expected loss allowance for all trade receivables

and contract assets. The management applies judgement based on the historical credit losses,

customer ageing, and forward-looking information on factors affecting the ability of the customers

to settle the receivables to calculate allowance for expected credit loss.

NOTES TO THE FINANCIAL STATEMENTS / CONTINUED
89

SECTION 06 / FINANCIALS

RAKON / ANNUAL REPORT / 2023

12. INVENTORIES

Inventories are stated at the lower of cost (weighted average cost for raw materials, and standard

costs for finished goods) or net realisable value. Standard costs comprise direct materials,

direct labour and appropriate proportion of variable and fixed overhead expenditure, the latter

being allocated on the basis of normal operating capacity. Net realisable value is the estimated

selling price in the ordinary course of business, less the estimated costs of completion and selling

expenses.

a. Inventory classification and balances

2023

$000s

2022

$000s

Raw materials25,27221,658

Work in progress27,68125,932

Finished goods9,6619,731

Total inventories62,61457,321

Due to component shortages and increased lead time, the Group made the decision to hold higher

contingency inventory for high demand products in order to reduce customer disruptions. Rakon

India has also built buffer finished goods in order to limit any impact on the customers during the

move to the new facility.

b. Amounts recognised in profit and loss

Raw materials recognised as an expense during the year amounted to $49,733,000 (2022:

$52,614,000). Write-downs of inventories to net realisable value amounted to $9,000 (2022:

$7,000). These were included in the cost of sales.

An additional inventory provision of $2,835,000 was incurred during the year (2022: nil).

The loss allowance was determined as follows:

Current

$000s

Less than

30 days

past due

$000s

30 days to

180 days

past due

$000s

More than

180 days

past due

$000s

Total

$000s

As at 31 March 2023

Gross carrying amount of trade receivables 34,0445,7062,91851643,184

Expected credit loss rate0.61%3.43%15.08%69.64%

Allowance for the expected credit loss2071964403591,202

As at 31 March 2022

Gross carrying amount of trade receivables 24,2275,59189043731,145

Expected loss rate 0.77%5.19%22.28%74.72%

Allowance for the expected credit loss1872901983271,002

The reconciliation of the loss allowance is as follows:

2023

$000s

2022

$000s

Opening balance1,002690

Increase in allowance recognised in profit or loss during the year222321

Receivables written off during the year(50)–

Foreign exchange difference28(9)

Allowance for expected credit loss1,2021,002

Trade receivables are written-off where all reasonable effort to collect the overdue have been

exhausted. Indicators that there is no expectation of recovery include failure of an overdue debtor to

engage in an agreed repayment plan.

NOTES TO THE FINANCIAL STATEMENTS / CONTINUED
90

SECTION 06 / FINANCIALS

RAKON / ANNUAL REPORT / 2023

c. Inventory provision

In recognising the provision for inventory, significant judgement has been applied by considering

a range of factors including the expected future consumptions.

An inventory provision of $7,512,000 (2022: $6,930,000) is included in the inventory balances

above. The carrying value of inventory items were reviewed in detail with adjustments to provisions

made largely on an item-by-item basis.

During the year $2,253,000 (2022: $1,540,000) of provisioned inventory was scrapped.

13. PROPERTY, PLANT AND EQUIPMENT

The Group recognises the cost of an item as property, plant and equipment only if it is probable that

future economic benefits associated with the item will flow to the entity, and the cost of the item

can be measured reliably.

a. Cost

The cost of purchased property, plant and equipment is the value of the consideration given to

acquire the assets and the value of other directly attributable costs, which have been incurred in

bringing the assets to the location and condition necessary for their intended service. The initial

estimate of the costs of dismantling and removing the items and restoring the site on which it

is located is also included in the cost. Where parts of an item of property, plant and equipment

have different useful lives, they are accounted for as separate items. The costs of day-to-day

maintenance of an asset are not included in the carrying amount of the asset but expensed when

incurred.

After initial recognition, the property, plant and equipment are stated at cost, less accumulated

depreciation and any impairment losses.

b. Depreciation methods and useful lives

Depreciation of property, plant and equipment, other than freehold land, is calculated on a straight-

line basis to expense the cost of the assets to their expected residual values over their useful lives

as follows:

LandNil

Buildings15 – 20 years

Leasehold improvements5 – 25 years

Plant and equipment1 – 20 years

Computer hardware1 – 10 years

Furniture and fittings5 – 20 years

Assets under constructionNil

The assets’ residual values and useful lives are reviewed, and adjusted if applicable at each

balance date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount

and are recognised within the ‘other gains/(losses) – net’ in the Statement of Comprehensive

Income.

c. New Rakon India manufacturing facility

Significant progress was made on Rakon India’s new Centre of Excellence manufacturing facility,

with construction expected to be completed during 2023 and existing manufacturing in India moved

sequentially to the new site over the year. Located within the Hi-Tech Defence and Aerospace Park

in Bengaluru, the facility occupies a 1,590m

2

site over three floors – providing 10,382m

2

of usable

space. In line with Rakon’s long term global manufacturing strategy, the additional space will allow

higher production volumes for existing products and also enables products from Rakon’s other

global manufacturing sites to be accommodated.

NOTES TO THE FINANCIAL STATEMENTS / CONTINUED
91

SECTION 06 / FINANCIALS

RAKON / ANNUAL REPORT / 2023

Land and

buildings

$000s

Leasehold

improve–

ments

$000s

Plant and

equipment

$000s

Computer

hardware

$000s

Other

$000s

Assets

under

construction

$000s

Total

$000s

At 31 March 2021 restated

Cost 1,57310,925103,5096,1222,5624,020128,711

Accumulated depreciation &

impairment

(334)(8,977)(93,172)(5,341)(2,299)–(110,123)

Net book value1,2391,94810,3377812634,02018,588

Year ended 31 March 2022

restated

Opening net book value 1,2391,94810,3377812634,02018,588

Foreign exchange

differences

(60)(145)474(11)(21)(90)147

Additions1,2572004,341429952,3808,702

Disposals––(1,793)(1,481)–(363)(3,637)

Depreciation charge(67)(245)(4,361)(427)(35)–(5,135)

Depreciation reversal on

disposals

––1,7651,461––3,226

Transfers––981114(996)–

Transfers from Intangibles–––––(503)(503)

Closing net book amounts2,3691,75811,7447633064,44821,388

At 31 March 2022 restated

Cost 2,75010,946105,5485,0612,5924,448131,345

Accumulated depreciation

& impairment

(381)(9,188)(93,804)(4,298)(2,286)–(109,957)

Net book value2,3691,75811,7447633064,44821,388

Land and

buildings

$000s

Leasehold

improve–

ments

$000s

Plant and

equipment

$000s

Computer

hardware

$000s

Other

$000s

Assets

under

construction

$000s

Total

$000s

Year ended 31 March 2023

Opening net book value 2,3691,75811,7447633064,44821,388

Foreign exchange

differences

68(14)2511414(330)3

Additions392602,76267726613,33817,342

Disposals–(726)(4,787)(408)(113)(8)(6,042)

Depreciation charge(66)(268)(3,457)(504)(41)–(4,336)

Depreciation reversal on

disposals

–7254,766401113–6,005

Transfers(97)743,0404018(3,075)–

Transfers from Intangibles––31––(4)27

Closing net book amounts2,3131,80914,35098356314,36934,387

At 31 March 2023

Cost 2,79710,767108,4885,5512,86214,369144,834

Accumulated depreciation

& impairment

(484)(8,958)(94,138)(4,568)(2,299)–(110,447)

Net book value2,3131,80914,35098356314,36934,387

Following a detailed review of the underlying information, the cost and accumulated balances

reported at 31 March 2021 has been restated for each category of assets which were previously

incorrect. Additionally, $292,000 has been reclassified to property, plant and equipment from

intangible assets at this date.

Similarly, movements reported at 31 March 2022 were restated which were previously incorrect.

The total net asset balance at 31 March 2022 remains unchanged.

NOTES TO THE FINANCIAL STATEMENTS / CONTINUED
92

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14. INTANGIBLE ASSETS

The Group recognises intangible assets where it is able to demonstrate control on the asset to

obtain future economic benefit. The Group also recognises internally generated intangible assets

arising from development phase of an internal project if following conditions are demonstrated:

• the technical feasibility and the intention to complete the intangible asset

• how the intangible asset will generate probable future economic benefits

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

and to use the intangible asset

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

development

a. Cost

Identifiable intangible assets that are acquired or developed by the Group are stated at cost less

accumulated amortisation and impairment losses. Subsequent expenditure on intangible assets is

capitalised only when it increases the future economic benefits embodied in the specific asset to

which it relates. All other expenditure is expensed as incurred.

b. Amortisation and useful lives

Amortisation is charged to the ‘operating expenses’ in the Statement of Comprehensive Income on

a straight-line basis over the estimated useful lives as follows:

GoodwillNil

Patents20 years

Software3 – 10 years

Product development3 – 10 years

Assets under constructionNil

Goodwill

$000s

Patents

$000s

Software

$000s

Product

development

Assets under

construction

$000s

Total

$000s

At 31 March 2021 restated

Cost 1,2933,40010,25517,65021932,817

Accumulated amortisation

& impairment

–(2,719)(9,396)(13,410)–(25,525)

Net book value1,2936818594,2402197,292

Year ended 31 March 2022

restated

Opening net book value 1,2936818594,2402197,292

Foreign exchange

differences

–(38)67(33)(267)(271)

Additions ––3272141,1421,683

Disposals––(1,550)(60)–(1,610)

Amortisation charge––(491)(1,358)–(1,849)

Amortisation reversal on

disposals

––1,4142–1,416

Transfers––16157(218)–

Transfers from property,

plant & equipment

–––503–503

Closing net book amounts1,2936437873,5658767,164

At 31 March 2022 restated

Cost 1,2933,2439,18617,76487632,362

Accumulated amortisation

& impairment

–(2,600)(8,399)(14,199)–(25,198)

Net book value1,2936437873,5658767,164

NOTES TO THE FINANCIAL STATEMENTS / CONTINUED
93

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c. Software

The Group may design and develop identifiable and unique software products for their use. These

are recognised as intangible assets where the capitalisation criteria are met. Directly attributable

costs that are capitalised as part of the software include employee costs and an appropriate

portion of relevant overheads. Capitalised development costs are recorded as intangible assets and

amortised from the point at which the asset is ready for use. Software-as-a-Service related costs

are expensed as incurred unless they are paid to the suppliers or subcontractors of the suppliers for

configuration and customisation.

d. Product development

Expenditure on development activities, whereby research findings are applied to a plan or design

for the production of new or substantially improved products and processes, is capitalised based

on judgement if the product or process is technically and commercially feasible and the Group has

sufficient resources to complete development. Other development expenditure is recognised in the

Statement of Comprehensive Income as an expense when incurred.

Total capitalised development costs are $5.1m (2022: $4.7m) at balance date, made up of product

development assets and assets under construction. During the year, specific product development

projects and projects in progress were reviewed for recoverability based on the expected cash flows

to be generated by the projects. The expected cash flows supported the carrying values and no

impairment was recorded.

The Group estimates the useful life of the new product development assets based on the

significant judgement of the technical advancements of such assets and experiences with similar

assets. The actual useful life may be shorter or longer depending on technical innovations and

competitor actions.

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

Goodwill is attributed to business units acquired through business combination and represents the

excess of the acquisition cost over the fair value of the acquired net assets. Goodwill is allocated to

cash-generating units (CGU) and is tested annually for impairment, or more frequently if there is an

impairment indicator. The business units are determined to be the CGUs of the Group.

The current balance of goodwill was generated on 2 May 2018, when the Group acquired the

remaining 51% of the issued shares it did not own in Centum Rakon India Private Limited, a

previously held joint venture. Subsequent to acquisition, the name of the investment was changed

to Rakon India Private Limited.

Following a detailed review of the underlying information, the cost and accumulated balances

reported at 31 March 2021 has been restated for each category of assets which were previously

incorrect. Additionally, $292,000 has been reclassified from intangible assets to property, plant and

equipment at this date.

Similarly, movements reported at 31 March 2022 were restated which were previously incorrect.

The total net asset balance at 31 March 2022 remains unchanged.

Goodwill

$000s

Patents

$000s

Software

$000s

Product

development

Assets under

construction

$000s

Total

$000s

Year ended 31 March 2023

Opening net book value 1,2936437873,5658767,164

Foreign exchange

differences

–38765312422

Additions –101934297241,356

Disposals––(198)(2,719)–(2,917)

Amortisation charge––(428)(807)–(1,235)

Amortisation reversal

on disposals

––1902,718–2,908

Transfers–––173(173)–

Transfers to property,

plant & equipment

––4–(31)(27)

Closing net book amounts1,2936915553,4241,7087,671

At 31 March 2023

Cost 1,2933,4199,33516,5701,70832,325

Accumulated amortisation

& impairment

–(2,728)(8,780)(13,146)–(24,654)

Net book value1,2936915553,4241,7087,671

NOTES TO THE FINANCIAL STATEMENTS / CONTINUED
94

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RAKON / ANNUAL REPORT / 2023

Impairment tests for CGUs within the Group

The carrying amounts of the Group’s other non-financial assets are reviewed at each balance date

to determine whether there is any indication of impairment. If an indicator of impairment exists, the

asset’s or CGU’s recoverable amount is estimated being the higher of an asset’s fair value less costs

to sell and the asset’s value in use (VIU). An impairment loss is recognised whenever the carrying

amount of an asset or its CGU exceeds its recoverable amount. Impairment losses are recognised

in the Statement of Comprehensive Income. Impairment losses recognised in respect of CGUs

are allocated first to reduce the carrying amount of any goodwill allocated to CGUs and then, to

reduce the carrying amount of the other assets in the unit on a pro rata basis. An impairment loss is

reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount

that would have been determined, net of depreciation or amortisation, if no impairment loss had

been recognised. Accumulated impairment losses on goodwill are not reversed.

As at 31 March 2023, the Group concluded that there were no indicators of impairment relating to

the New Zealand, France, India and China CGU, same as the prior year. In making this assessment

management and the Directors considered factors including the current profitability of the Group,

the market capitalisation value of the Company in comparison to the Group’s net asset value.

Goodwill

The Group has undertaken an impairment review and have concluded that the goodwill is not

impaired based on the current and future expected trading performance of Rakon India. The

calculation uses cash flow forecasts approved by the Board of Directors covering a five-year

period. Cash flows beyond the five year period are extrapolated using estimated terminal growth

rate which is consistent with the long term average growth rate observed by the Group. Based

on the assumptions below no impairment of goodwill has been recognised in the Statement of

Comprehensive Income.

The forecasts used in impairment testing require assumptions and judgements about the future

which are inherently uncertain. Key assumptions are those to which the model is most sensitive

to. No reasonable adverse changes in the key assumptions would result in the carrying amount to

exceed the recoverable value.

Key assumptions used in the VIU calculation

2023AssumptionRange5 Year CAGR

IndiaAnnual sales growth rate

1

4% to 21%8.6%

Gross margin %

2

28% to 36%n/a

2022AssumptionRange5 Year CAGR

IndiaAnnual sales growth rate

1

6% to 20%10.0%

Gross margin %

2

21% to 28%n/a

1

Sales growth – the management has forecasted sales to grow over the period of the cash

flow projection, due to a combination of factors including industry forecasts for the key market

segments in which Rakon India operates, future product innovation and estimations of its own

share of the market reflective of the quality of its product range and technology advantages.

2

Gross margin – Management forecasted gross margin based on past performance and its

expectations of market development. Anticipated industry trends, product innovations,

manufacturing efficiency and raw material cost improvements have also been factored into

these gross margin assumptions.

Growth Rate and Discount Rate

The pre-tax discount rate used of 24.6% (2022: 22.5%). The terminal value within the VIU

assessment has been calculated using a terminal growth rate assumption of 2.5% (2022: 2.5%).

15. LEASES

Right-of-use assets and lease liabilities arising from a lease are initially measured at present

value by discounting the future lease payments using the interest rate implicit to the lease. Where

it is difficult to determine the implicit interest rate, the incremental borrowing rate is used. The

incremental borrowing rate is determined by using where possible, a recent third-party financing

received as a starting point and adjusted for any changes since finance was received. If not, a build-

up approach is used where the risk-free interest rate is adjusted for credit risk for leases and specific

to the lease terms.

NOTES TO THE FINANCIAL STATEMENTS / CONTINUED
95

SECTION 06 / FINANCIALS

RAKON / ANNUAL REPORT / 2023

Lease payments are allocated between the principal and finance cost. Right-of-use assets are

depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis.

The Group leases various properties, equipment and cars. Lease terms are negotiated on an

individual basis and contain a wide range of different terms and conditions. The leases do not

impose any covenants, and leased assets are not used as security for borrowings.

The Group’s lease agreements are for 12 months to 6 years and may have extension options

exercisable by the Group. Management applied judgement to determine the lease term for contracts

that include renewal options. The lease term assessment may significantly affect the amounts

recognised for lease liabilities and right-of-use assets. The Group has considered all facts and

circumstances in their decisions relating to lease extension options and have included all extension

options for the manufacturing facilities and offices in the calculations. The costs and business

disruption were considered significant factors in this decision.

The lease term is reassessed if an option is exercised or terminated. No changes to lease options

were recorded in the current year (2022: nil).

The lease assets and liabilities do not include potential future increases in variable lease payments

based on an index. The lease liability is reassessed when these increases occur and are adjusted

against the right-of-use asset.

The total cash outflow for leases was $2,472,000 (2022: $2,625,000).

a. Right-of-use assets

Properties

$000s

Equipment

$000s

Motor vehicle

$000s

Total

$000s

As at 31 March 2022

Cost10,7341756610,975

Accumulated depreciation(5,977)(158)(48)(6,183)

Net book value4,75717184,792

Opening net book value4,75717184,792

Foreign exchange difference15912162

Additions 592101–693

Disposals(869)(136)(49)(1,054)

Depreciation charge(2,145)(53)(8)(2,206)

Depreciation reversal on disposals869136431,048

Closing net book value3,3636663,435

As at 31 March 2023

Cost10,7741522310,949

Accumulated depreciation(7,411)(86)(17)(7,514)

Net book value3,3636663,435

b. Lease liabilities

2023

$000s

2022

$000s

Opening balance5,4807,690

Movements during the year

Additions648147

Accretion on interest278365

Payments(2,472)(2,625)

Foreign exchange difference135(97)

Closing value4,0695,480

NOTES TO THE FINANCIAL STATEMENTS / CONTINUED
96

SECTION 06 / FINANCIALS

RAKON / ANNUAL REPORT / 2023

The Company is entitled to a seat on the board of Timemaker and participates in all significant

financial and operating decisions. The Group therefore determined that it has significant influence.

% of

ownership

interest

Net investment

Equity

accounted profit

Name of entity

Country of

incorporation

Nature of

relationship

Measurement

method

2023

$000s

2022

$000s

2023

$000s

2022

$000s20232022

Chengdu

Timemaker

Crystal

Technology Co.

Ltd

China37%37%AssociateEquity

method

14,15416,172(1,460)2,382

Timemaker

2023

$000s

2022

$000s

Summarised Statement of Comprehensive Income

Revenue37,21161,785

Depreciation and amortisation(4,235)(3,592)

Interest expenses(1,923)(1,580)

(Loss)/profit for the period(3,977)6,168

Current and non-current lease liabilities

2023

$000s

2022

$000s

Current1,5622,076

Non-Current2,5073,404

4,0695,480

16. INTEREST IN ASSOCIATES

Associates are entities over which the Group has significant influence but not control, generally

accompanying a shareholding of between 20% and 50% of the voting rights. The Group’s

associates are accounted for using the equity method. Under the equity method of accounting, the

investments are initially recognised at cost and adjusted thereafter to recognise the Group’s share of

the post-acquisition profits or losses of the associates in the Statement of Comprehensive Income.

Dividends received or receivable from associates are recognised as a reduction in the carrying

amount of the investment. Unrealised gains on transactions between the Group and its associates

are eliminated to the extent of the Group’s interest in these entities. Unrealised losses are also

eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Set out below is the significant associate of the Group. The entities listed below have share capital

consisting solely of ordinary shares, which are held directly by the Group. The proportion of

ownership interest is the same as the proportion of voting rights held.

Timemaker

Chengdu Timemaker Crystal Technology Co. Limited (Timemaker) is the world’s largest quartz

blank manufacturer and a key supplier to Rakon. The tables below provides summarised financial

information for Timemaker. The information disclosed reflects the amounts presented in the financial

statements of the associate and not the Group’s share of those amounts. They have been amended

to reflect adjustments made by the entity when using the equity method, including fair value

adjustments and modifications for differences in accounting policy. Previously, the Timemaker Group

consisted of an aggregate of Chengdu Timemaker Crystal Technology Co. Limited and Shenzhen

Taixiang Wafer Co. Limited. In prior year, all assets of Shenzhen Taixiang Wafer Co. Limited have

been distributed and the company is undergoing voluntary liquidation.

NOTES TO THE FINANCIAL STATEMENTS / CONTINUED
97

SECTION 06 / FINANCIALS

RAKON / ANNUAL REPORT / 2023

Movement in carrying amount

Opening net assets 1 April16,17212,333

Dividend(176)(156)

Equity accounted (loss)/profit(1,460)2,382

Dilution–634

Foreign exchange movement(382)979

Carrying amount14,15416,172

17. FINANCIAL ASSET AT FAIR VALUE THROUGH OTHER COMPREHENSIVE

INCOME – THINXTRA

Subsequent to losing significant influence in Thinxtra and ceasing equity accounting of the

investment on 1 June 2018, the Group elected to present changes in fair value of its investment in

other comprehensive income (FVOCI).

The FVOCI are strategic investments which are not held for trading, and which the Group has

irrevocably elected the classification at initial recognition, considering this to be more relevant.

For assets measured at FVOCI, gains and losses on revaluation are recorded in OCI reserve.

On disposal of these equity investments, any related balance within the OCI reserve is reclassified

to retained earnings.

a. Thinxtra

Thinxtra Pty Limited (Thinxtra) is an ‘Internet of Things’ (IoT) business that started in 2016.

Thinxtra’s focus is on establishing an IoT network in Australia, New Zealand and Hong Kong

and providing products, services and solutions enabling connectivity of devices to the network.

Thinxtra’s business model is based on subscription for access to the network, platform solutions

and the sale of IoT products. Further information is available at www.thinxtra.com.

Rakon was one of the founding members of Thinxtra in 2016, and has a 7.0% ownership interest

at 31 March 2023 (31 March 2022: 7.0%). This is calculated on a fully diluted basis including the

exercise of any existing options.

Timemaker

2023

$000s

2022

$000s

Summarised Balance Sheet

Current assets

Cash & cash equivalents3,3209,016

Other current assets39,03247,884

Total current assets42,35256,900

Non-current assets43,56034,438

Current liabilities

Financial liabilities (excluding trade payables)26,72026,293

Other current liabilities17,22719,798

Total current liabilities43,94746,091

Non-current liabilities

Other non-current liabilities5,4963,332

Total non-current liabilities5,4963,332

Net assets36,46941,915

Timemaker

2023

$000s

2022

$000s

Reconciliation of net assets to carrying amount

Rakon's share in %37%37%

Rakon's share of associate's net assets13,52015,538

Investment diluted634634

Carrying amount14,15416,172

NOTES TO THE FINANCIAL STATEMENTS / CONTINUED
98

SECTION 06 / FINANCIALS

RAKON / ANNUAL REPORT / 2023

Change in weighting assigned and impact on valuation as at 31 March 2023

The Directors reviewed all the information available to them at 31 March 2023 and concluded

that the discounted cash flow forecasts are no longer reliable for the purposes of estimating the

fair value. Consequently, as at 31 March 2023, a 100% weighting is placed on the most recent

capital raise. This capital raise took place in February 2020 for A$9 million at A$2.29 per share and

concluded in August 2020 with an additional subscription of A$1 million at A$2.35 per share. The

change in weighting resulted in the reduction of the fair value as at 31 March 2023.

However, the Directors recognise that the capital raise was undertaken some time ago and

therefore the information available for the basis of determining the fair value is dated. A significant

change in the key judgements applied could have a material impact on the valuation.

Despite a reduction in the valuation, the Directors believe that the investment continues to have

value, particularly through the demonstrated ability of Thinxtra to raise debt through convertible

notes.

18. BORROWINGS

The borrowings are initially recognised at fair value and subsequently measured at amortised cost.

Fees paid are recognised in the Statement of Comprehensive Income when the draw down occurs.

Borrowings are removed from the balance sheet when the obligation specified in the contract is

discharged, cancelled or expired. Borrowings are classified as current liabilities unless the Group has

an unconditional right to defer settlement of the liability for at least 12 months after balance date.

The Group is reliant on its bank facilities and equity as the principal sources of capital management.

The ability of the Group to remain in compliance with its banking covenants and/or maintain an

adequate cash balance has been considered by the Directors in the adoption of the going concern

assumption during the preparation of these financial statements.

The Directors adopted a valuation of A$1.8 million or A$2.29 per share as at 31 March 2023

(31 March 2022: A$2.5 million or A$3.15 per share).

b. Valuation of the investment in Thinxtra at 31 March 2023

The Directors have considered whether there is an active market in Thinxtra to estimate the fair

value of the investment with particular reference to historical capital raised. The Directors concluded

that there is not an active market. Consequently, the Directors classified the Thinxtra investment

as a level 3 valuation. Financial instruments are classified as level 3 only if one or more of the key

judgements and inputs for the valuation is not based on observable market data.

Significant judgements applied

The Directors recognise there is significant estimation uncertainty and that the valuation will change

significantly over time given Thinxtra’s early stage of maturity; the new and developing IoT market

and ecosystem in which it operates; the volatility in prices achieved by historic capital raises, it being

a private company investment not actively traded; and the track record of the company in achieving

its forecast performance.

The Directors in undertaking the fair value assessment applied the following significant judgements:

• considering using a combination of two valuation methods to estimate fair value; and

• assigning a weighting to each method based on the available information.

Weighting Assigned

Mar-23Mar-22

A: Discounted cash flow (discount rate 15%)0%20%

B: February 2020 capital raise of A$9m at A$2.29 per share100%80%

NOTES TO THE FINANCIAL STATEMENTS / CONTINUED
99

SECTION 06 / FINANCIALS

RAKON / ANNUAL REPORT / 2023

d. HDFC

In June 2022, Rakon India secured a new credit facility with HDFC bank including ₹200m

(NZ$4,000,000) that can be used for funding working capital requirements. The facility is secured

by inventories and debtors. The interest rate for the credit facility is 8.7% and at year end it

remained undrawn.

e. Crédit Agricole Provence Côte D’Azur

The bank borrowings include a balance of €2.9m French government backed loan that was made

available to Rakon France (2022: €3.5m). In May 2021, the Company exercised its option to extend

this loan for a further five years. Repayment of the loan is spread equally over the final four years

to June 2026. The effective interest rate is 1.24% for the five year term of the loan. This loan has

certain restrictions that limits it to be used for working capital/treasury support for the French

business. There are no covenants on the loan and no additional security is required.

f. ASB

On 31 August 2022, the Company entered into a contract with ASB, providing the Company access

to a working capital facility of $10 million. The facility is guaranteed by the Company. ASB has also

applied certain financial undertakings on the Company. During the year the Company operated

within its required financial covenants. The Group is working through options to expand and ensure

appropriate facilities remains available into the future.

g. Borrowings balance

Refer to note 25 for the exposure of the Group’s bank borrowings to interest rate changes and the

contractual re-pricing dates at the balance date.

h. Borrowings costs

Borrowing costs that are directly attributable to the acquisition, construction or production

of a qualifying asset are capitalised. The Group did not have any capitalised borrowing costs.

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

a. Line of credits

The Group maintains following line of credits:

2023

$000s

2022

$000s

Current

French Government loan1,5131,179

Other borrowings122118

Total current borrowings1,6351,297

Non-current

Tanarra loan–10,000

French Government loan3,4504,412

Other borrowings150272

Non-current borrowings3,60014,684

b. Tanarra

During the year, the Company has repaid the balance owing in full and closed the debt facility

with Tanarra Credit Partners (Tanarra). Tanarra provided a $20m debt facility, of which $10m was

drawn down, and was available from 30 April 2021. The debt facility was repayable at the end

of five years.

c. State Bank of India

Rakon India has an existing facility with the State Bank of India including ₹150m (NZ$3,200,000)

which can be used for cash based working capital requirements, unchanged from the prior year.

Process is underway for closure of this facility as Rakon India has changed their banking to

HDFC Bank.

NOTES TO THE FINANCIAL STATEMENTS / CONTINUED
100

SECTION 06 / FINANCIALS

RAKON / ANNUAL REPORT / 2023

19. TRADE AND OTHER PAYABLES

Trade and other payables represent liabilities for goods and services provided to the Group prior

to the end of the financial period, which are unpaid. The carrying amounts are considered to be

the same as fair values, due to their short-term nature. The trade payables are unsecured and are

usually paid within 60 days of recognition. Employee entitlements are liabilities for wages and

salaries, and annual leave in respect to employees’ services up to the reporting date expected to be

settled within 12 months of the reporting date.

2023

$000s

2022

$000s

Trade payables10,80217,215

Amounts due to related parties (note 28)1,5844,034

Employee entitlements13,09110,591

Accrued expenses4,5934,168

Total trade and other payables30,07036,008

Less non-current other payables92–

Current trade and other payables29,97836,008

20. PROVISIONS

A provision is recognised when the Group has a present legal or constructive obligation as a result

of a past event and it is probable that an outflow of economic benefits, which can be reliably

estimated, will be required to settle the obligation. The carrying value is the best estimate of the

management. If the effect is material, provisions are determined by discounting the expected future

cash flows at a pre-tax rate that reflects current market assessments of the time value of money

and where appropriate, the risks specific to the liability.

i. Net debt reconciliation

Other asset

Liabilities from

financing activities

Cash/ bank

overdraft

$000s

Borrowings

$000s

Leases

$000s

Total

$000s

Balance as at 1 April 202111,474(6,433)(7,690)(2,649)

Cash flows to reduce liabilities27,444–2,62530,069

Acquisitions–(10,000)(147)(10,147)

Foreign exchange changes31145297860

Interest on lease liabilities––(365)(365)

Balance as at 31 March 202239,229(15,981)(5,480)17,768

Cash flows to reduce liabilities(20,804)–2,472(18,332)

Acquisitions––(648)(648)

Repayment–10,746–10,746

Foreign exchange changes3,292–(135)3,157

Interest on lease liabilities––(278)(278)

Balance as at 31 March 202321,717(5,235)(4,069)12,413

NOTES TO THE FINANCIAL STATEMENTS / CONTINUED
101

SECTION 06 / FINANCIALS

RAKON / ANNUAL REPORT / 2023

Retirement

provision

$000s

Long service

leave

$000s

Restructure

provision

$000s

Lease

make good

$000s

Total

$000s

At 31 March 20212,277488–6993,464

Charged to the Statement

of Comprehensive Income

Additional provisions

recognised

325274––599

Unwinding of discount–––1616

Unused amount

reversed

–(48)––(48)

Used during the year(404)(72)––(476)

Foreign exchange(107)–––(107)

At 31 March 20222,091642–7153,448

Charged to the Statement

of Comprehensive Income

Additional provisions

recognised

1691144494071,139

Unwinding of discount–––1717

Unused amount

reversed

–(36)––(36)

Used during the year(350)(173)––(523)

Foreign exchange188–––188

At 31 March 20232,0985474491,1394,233

Current portion243774494071,176

Non-current portion1,855470–7323,057

Total provisions2,0985474491,1394,233

a. Retirement provision

The Group’s net obligation in respect of the French retirement indemnity plan is the amount of future

benefit that employees have earned in return for their service in the current and prior periods. The

obligation is calculated using the projected unit credit method and is discounted to its present value

and the fair value of any related assets is deducted. The French retirement indemnity plan entitles

permanent French employees to a lump sum on retirement. The payment is dependent on an

employee’s final salary and the number of years of service rendered.

French employees are entitled to a retirement pay-out once they have met specific criteria. This

is a one-off payment based on service time at retirement date. A provision has been created to

recognise this cost taking in consideration the time served, probability of attainment and discount

rates. An actuarial valuation was performed at 31 March 2023.

b. Long service leave

The Group’s net obligation in respect of long service leave is the amount of future benefit that

employees have earned in return for their service in the current and prior periods. The obligation

is calculated using the projected unit credit method and is discounted to its present value.

New Zealand employees are entitled to long service leave after the completion of 10 years of

continuous service, in the form of special holidays and allowance. A provision has been created

to recognise this cost, taking into consideration the time served, probability of attainment and

discount rates.

c. Lease make good

The Company is required to restore the leased premises at Mt Wellington, Auckland, New Zealand

and Bengaluru, India to their original condition at the end of the respective lease terms. A provision

is recognised for the present value of the estimated expenditure required to remove any leasehold

improvements. These costs have been capitalised as part of the cost of leasehold improvements

and are amortised over the lease terms.

The Group has progressed on moving the UK facility to a new location. As a result, a lease make

good provision of $400,000 was recognised.

d. Restructure provision

Refer to note 6.

NOTES TO THE FINANCIAL STATEMENTS / CONTINUED
102

SECTION 06 / FINANCIALS

RAKON / ANNUAL REPORT / 2023

The tax on the Group’s result before tax differs from the theoretical amount that would arise using

the weighted average tax rate applicable to the results of the consolidated entities.

Reconciliation of income tax expense

2023

$000s

2022

$000s

Profit before tax 31,36341,890

Tax calculated at domestic tax rates applicable to profits in the

respective countries

(8,798)(10,950)

Foreign exchange difference in income tax calculation48–

Non-deductibles(204)(99)

Non-taxable income21–

Expenses deductible for tax purposes42,343

Prior year adjustment(101)(370)

Associate result reported net of tax(244)496

Change in deferred tax rate–(109)

Recognition and utilisation of previously unrecognised tax losses1,191–

Tax losses for which no deferred income tax asset was recognised(61)(90)

Income tax expense(8,144)(8,779)

The weighted average applicable tax rate was 26% (2022: 21%).

b. Deferred tax

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

bases of assets and liabilities and their carrying amounts. Deferred tax assets are recognised only

if management is certain that the future benefits of the taxable amount will be utilised. Judgement

is required when deferred tax assets are reviewed at each reporting date. The management uses

future forecasts to ascertain future benefits of deferred tax assets.

21. TAXATION

The Group is subject to income taxes in several jurisdictions. Judgement is required in determining

the worldwide provision for income taxes and recognition of deferred tax. There are many

transactions and calculations for which the ultimate tax determination is uncertain during the

ordinary course of business. Where the final tax outcome of these matters is different from the

amounts that were initially recorded, such differences will affect the income tax and deferred tax

provisions in the period in which such determination is made.

The current and deferred tax is recognised in the Statement of Comprehensive Income, except to

the extent that it relates to items recognised in Statement of Other Comprehensive Income (OCI),

or directly in equity. In this case, the tax is recognised in the OCI or equity, respectively.

a. Income tax expense

Income tax expense is calculated on applicable income tax rate for each jurisdiction, and adjusted by

the changes in deferred tax assets and liabilities attributable to temporary differences, unused tax

losses and adjustments relating to the prior period.

2023

$000s

2022

$000s

Current tax(8,788)(3,738)

Deferred tax expense644(5,041)

Income tax expense(8,144)(8,779)

NOTES TO THE FINANCIAL STATEMENTS / CONTINUED
103

SECTION 06 / FINANCIALS

RAKON / ANNUAL REPORT / 2023

c. Imputation balances

Imputation credit account with Inland Revenue:

2023

$000s

2022

$000s

Imputation credit available for use in subsequent periods20,09413,269

22. SHARE CAPITAL

a. Ordinary shares

Ordinary shares are classified as equity. The holder of the ordinary shares present in a meeting or

by proxy is entitled to one vote per share held. The holder is also entitled to participate in dividends,

and to share in the proceeds of winding up the Group in proportion to the number of shares held.

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

deduction, net of tax, from the proceeds.

At 31 March 2023 the total number of ordinary shares that were authorised and issued, including

treasury shares, is 229,055,272 shares (2022: 229,055,272) made up as follows:

• 226,961,983 are fully paid shares (2022: 226,961,983)

• 321,972 unpaid ordinary shares were on issue and held in trust on behalf of participants in the

Rakon Share Plan (2022: 321,972)

• 1,771,317 unpaid ordinary shares were held by Rakon ESOP Trustee Limited for future

allocation to participants (2022: 1,771,317)

At 31 March 2023, the share capital remained unchanged at $181,024,000.

b. Dividends declared – subsequent event

On 23 May 2023, the Directors approved the payment of a fully imputed 2023 final dividend of

1.5 cents per share to be paid on 8 August 2023, to shareholders on the register at 5.00pm on

24 July 2023. This dividend is not recorded in the financial statements.

Property,

plant &

equipment

$000s

Employee

benefits

$000s

Other

1

$000s

Future

income tax

benefit

$000s

Total

$000s

At 31 March 2021(273)1,2492,7692,5216,266

(Charged)/credited to profit or loss(328)231(2,342)(2,602)(5,041)

Charged to equity––398–398

Foreign exchange difference(10)–218192

At 31 March 2022(611)1,480846–1,715

(Charged)/credited to profit or loss(412)355701–644

Charged to equity––1,122–1,122

Foreign exchange difference4(1)3(8)(2)

At 31 March 2023(1,019)1,8342,672(8)3,479

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

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

current tax assets and current tax liabilities and when the deferred income taxes relate to the same

taxation authority.

The Group has an unrecognised carried forward tax losses of approximately €69.3m (2022:

€70.0m) in Rakon France that can be used to offset future taxable income.

2023

$000s

2022

$000s

Deferred tax assets3,5431,806

Deferred tax liabilities(64)(91)

Net deferred tax asset3,4791,715

NOTES TO THE FINANCIAL STATEMENTS / CONTINUED
104

SECTION 06 / FINANCIALS

RAKON / ANNUAL REPORT / 2023

24. OTHER RESERVES

Foreign

currency

translation

reserve

$000s

Hedging

reserve

$000s

Share option

reserve

$000s

OCI

1


revaluation

$000s

Total

$000s

At 31 March 2021(24,069)2,0283,064(1,883)(20,860)

Cash flow hedges

Fair value gains in year–(3,414)––(3,414)

Cost of hedge–(725)––(725)

Changes in fair value of

equity investments at

fair value through other

comprehensive income

– Thinxtra

–––(440)(440)

Tax on fair value gains–1,159––1,159

Transfers to revenue–2,717––2,717

Income tax on transfers

to revenue

–(761)––(761)

Subsidiaries(1,496)–––(1,496)

Associate – Timemaker

Group

979–––979

Long term incentive plan––108–108

At 31 March 2022(24,586)1,0043,172(2,323)(22,733)

23. EARNINGS PER SHARE

Earnings per share is the amount of post-tax profit attributable to each share.

a. Basic

20232022

Weighted average number of ordinary shares on issue (000s)

(note 22)

226,962226,962

Continuing operations

Earnings attributable to equity holders of the Group ($000s)23,21933,111

Basic earnings per share (cents per share)10.214.6

b. Diluted

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary

shares outstanding to assume conversion of all dilutive potential ordinary shares.

20232022

Weighted average number of ordinary shares on issue (000s)

(note 22)

226,962226,962

Adjustments for dilutive potential ordinary shares (restricted ordinary

shares and share options)

1,6011,302

Weighted average number of ordinary shares for diluted earnings

per share

228,563228,264

Continuing operations

Earnings attributable to equity holders of the Group ($000s)23,21933,111

Diluted earnings per share (cents per share)10.214.5

NOTES TO THE FINANCIAL STATEMENTS / CONTINUED
105

SECTION 06 / FINANCIALS

RAKON / ANNUAL REPORT / 2023

a. Foreign currency translation reserve

Recognises exchange differences arising on translation of the foreign controlled entities, as

described in note 3. The cumulative amount is reclassified to the Statement of Comprehensive

Income when the investment is disposed.

b. Hedging reserve

The hedging reserve comprises the effective portion of the cumulative net change in the fair value

of hedging instruments and the cost of hedging used in cash flow hedges. The cost of hedging is

subsequently recognised in the Statement of Comprehensive Income, or directly included in the

initial cost or other carrying amount of a non-financial asset or non-financial liability.

c. Share option

The share-based payments reserve is used to recognise:

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

• the grant date fair value of shares issued to employees

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

d. Financial asset at fair value through other comprehensive income (FVOCI)

The Group has elected to recognise the change in fair value of investment in Thinxtra in other

comprehensive income, refer to note 17. These changes are accumulated within the FVOCI reserve,

and transferred to retained earnings when investment is derecognised.

Foreign

currency

translation

reserve

$000s

Hedging

reserve

$000s

Share option

reserve

$000s

OCI

1


revaluation

$000s

Total

$000s

Cash flow hedges

Fair value loss in year–5,712––5,712

Cost of hedge–(1,494)––(1,494)

Changes in fair value of

equity investments at

fair value through other

comprehensive income

– Thinxtra

–––(753)(753)

Tax on fair value loss–(1,181)––(1,181)

Transfers to revenue–(8,229)––(8,229)

Income tax on transfers

to revenue

–2,304––2,304

Subsidiaries2,156–––2,156

Associate – Timemaker

Group

(382)–––(382)

Long term incentive plan––347–347

At 31 March 2023(22,812)(1,884)3,519(3,076)(24,253)

1 OCI – Thinxtra revaluation through other comprehensive income.

NOTES TO THE FINANCIAL STATEMENTS / CONTINUED
106

SECTION 06 / FINANCIALS

RAKON / ANNUAL REPORT / 2023

a. Derivatives

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

risks the Group uses derivative financial instruments such as foreign currency forward exchange

contracts and foreign currency collar options. These instruments are held for risk and asset

management purposes only and not for the purpose of speculation.

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

accounting to keep its foreign currency revaluation fluctuations within its established limits.

Applying cash flow hedge accounting enables the Group to reduce the cash flow fluctuations arising

from foreign exchange risk on an instrument or group of instruments, or to hedge mismatches.

A cash flow hedge is a hedge of the exposure to variability in cash flows that is attributable to a

particular risk associated with a recognised asset or liability or a highly probable forecast transaction

that could affect profit or loss.

Derivatives and hedge accounting

The Group designates certain derivatives to be part of a hedging relationship. These are classified

as cash flow hedges. The Group enters into hedge relationships where the critical terms of the

hedging instrument match exactly with the terms of the hedged item. The Group performs a

qualitative assessment of effectiveness and maintains hedging documentation which describes the

economic relationship, objective and strategy for the hedge transactions. The effectiveness of the

hedged relationships are assessed on an ongoing basis.

The fair value changes to the effective portion of the cash flow hedges are recognised (including

related tax impacts) through OCI in the cash flow hedge reserve in equity, refer to note 24. The

balance of the cash flow hedge reserve in relation to each particular hedge is transferred to the

Statement of Comprehensive Income in the period when the hedged item affects Statement of

Comprehensive Income. Hedge accounting is discontinued when a hedging instrument expires, is

sold, terminated, or when a hedge no longer meets the criteria for hedge accounting.

If the maturity of the hedged item is less than 12 months, the full fair value of a hedging derivative

is classified as a current asset or liability, otherwise non-current asset or liability. Derivatives that do

not meet the hedge accounting criteria are classified as held for trading for accounting purposes and

are accounted for at fair value through profit and loss.

25. FINANCIAL RISK AND CAPITAL MANAGEMENT

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

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

management framework. The Board has established the Audit and Risk Committee, which together

with the Board, is responsible for developing and monitoring the Group’s risk management policies.

The Group’s risk management policies are established to identify and analyse the risks faced by

the Group, to set appropriate risk limits and controls and to monitor risk adherence to limits. Risk

management policies and systems are reviewed regularly to reflect changes in market conditions

and the Group’s activities.

The Group’s risk management is predominantly controlled at the head office in New Zealand (Group

treasury) under policies approved by the Board. The Group treasury identifies, evaluates and hedges

financial risks in close co-operation with the Group’s operating units. The Board provides written

principles for overall risk management, as well as policies covering specific areas, such as foreign

exchange risk, interest rate risk, and credit risk, use of derivative financial instruments and non-

derivative financial instruments, and investment of excess liquidity.

RiskExposure arising fromMeasurementManagement

Financial risk

management and

capital management

Cash and cash

equivalents, trade

receivables, derivative

financial instruments

Aging analysis

Credit ratings

Credit limits and terms

Liquidity riskBorrowings and other

liabilities

Rolling cash flow

forecasts

Availability of committed

credit lines and

borrowing facilities

Market risk – foreign

exchange

Recognised financial

assets and liabilities not

denominated in Group

currency units

Cash flow forecasting

Sensitivity analysis

Foreign currency

forwards and foreign

currency options

Market risk – interest

rate

Bank overdraft at

variable rates

Sensitivity analysisInterest rate swaps

NOTES TO THE FINANCIAL STATEMENTS / CONTINUED
107

SECTION 06 / FINANCIALS

RAKON / ANNUAL REPORT / 2023

The following table summarises the Group’s current hedging instruments:

20232022

Foreign

currency

options

Foreign

currency

forwards

Foreign

currency

options

Foreign

currency

forwards

Notional amount ($000s)65,304131,57121,520103,376

Maturity date Apr-23

to Nov-24

Apr-23

to Jul-25

Apr-22

to Dec-23

Apr-22

to Mar-24

Hedge ratio1:11:11:11:1

Change in intrinsic value of

outstanding hedging instruments

(350)87

Weighted average strike rate on

outstanding options

NZD/USD0.6480.677

Weighted average contract rate on

forwards

NZD/USD0.6350.677

GBP/USD1.221.32

INR/USD83.3377.27

JPY/USD129.56114.73

The following table sets out the Group’s derivative financial instruments in the Balance Sheet:

2023

Assets

$000s

2023

Liabilities

$000s

2022

Assets

$000s

2022

Liabilities

$000s

Forward foreign exchange contracts —

cash flow hedges

1,7412,7961,743574

Forward foreign exchange collar option

— cash flow hedges

5871,281697471

Total derivative financial instruments2,3284,0772,4401,045

Less: non-current forward foreign

exchange — cash flow hedges

1,2289401,095385

Current derivative financial instruments1,1003,1371,345660

Financial assets/ liabilities at fair value

through profit or loss

96970201194

Total derivative financial instruments1,1964,1071,546854

Forward foreign exchange contracts

In hedges of foreign currency purchases, ineffectiveness may arise if the timing of the forecast

transaction changes from what was originally estimated, or if there are changes in the credit risk

of the derivative counterparty. The hedged highly probable forecast transactions denominated in

foreign currency are expected to occur at various dates during the next 27 months.

Where option contracts are used as the hedging instrument, the Group designates only the intrinsic

value. These are recognised in the cash flow hedge reserve within equity. The changes in time value

of the options that related to the hedged item are recognised within OCI in the cost of hedging

reserve with equity.

When forward contracts are used to hedge, the Group designates full change in fair value of the

forward contract as the hedging instrument.

NOTES TO THE FINANCIAL STATEMENTS / CONTINUED
108

SECTION 06 / FINANCIALS

RAKON / ANNUAL REPORT / 2023

The following table shows the contractual undiscounted cash flow maturities of financial liabilities,

including interest payments and excluding the impact of netting agreements:

31 March 2023

Carrying

amount

$000s

6 months

or less

$000s

6 – 12

months

$000s

1 – 2

years

$000s

2 – 5

years

$000s

5 – 10

years

$000s

Financial liabilities

Secured bank loans (note 18)4,963(757)(757)(1,513)(1,936)–

Derivatives (note 25)5,047(2,560)(1,547)(940)––

Trade and other payables

(note 19)

12,386(12,386)––––

Other borrowings (note 18)272(60)(62)(150)––

Lease liabilities (note 15)4,069(881)(569)(943)(1,078)(598)

Total financial liabilities26,737(16,644)(2,935)(3,546)(3,014)(598)

31 March 2022

Carrying

amount

$000s

6 months

or less

$000s

6 – 12

months

$000s

1 – 2

years

$000s

2 – 5

years

$000s

5 – 10

years

$000s

Financial liabilities

Secured bank loans (note 18)4,412(470)(706)(1,178)(2,110)–

Derivatives (note 25)1,239(479)(375)(279)(105)–

Trade and other payables

(note 19)

21,249(21,249)––––

Other borrowings (note 18)10,390(58)(58)(123)(10,151)–

Lease liabilities (note 15)5,480(883)(949)(1,597)(1,916)(121)

Total financial liabilities42,770(23,139)(2,088)(3,177)(14,282)(121)

b. Credit risk

The Group is exposed to credit risk arising from trade customers, financial instruments (notes 17,

25a), and cash and cash equivalents (note 10). The maximum exposure to credit risk at the end of

the period is represented by the carrying value of these financial assets.

The Group has financial assets of trade receivables from sales of inventory that are subject to the

expected credit loss model. The Group has established credit policies, and applies the NZ IFRS 9

Financial Instruments simplified approach to measure expected credit losses which uses a lifetime

expected loss allowance for all trade receivables, refer to note 11. The Group’s exposure to credit

risk is influenced mainly by the individual characteristics of each customer. The demographics of the

Group’s customer base, including the default risk of the industry and country, in which customers

operate, has less influence.

The Group only deals with institutions with high credit quality for banking and derivative

counterparty.

c. Liquidity risk

The Group maintains committed credit facilities to ensure adequate cash is available to meet

obligations when due. Management monitors rolling forecasts of the Group’s liquidity position on the

basis of expected cash flow. Forecasts indicate that the Group operates within its credit facilities.

NOTES TO THE FINANCIAL STATEMENTS / CONTINUED
109

SECTION 06 / FINANCIALS

RAKON / ANNUAL REPORT / 2023

Sensitivity analysis

Underlying exposures

A 10% weakening of the NZD against the following currencies at 31 March would have increased

(decreased) equity and profit or loss by the amounts shown below. Based on historical movements,

a 10% increase or decrease in the NZD is considered to be a reasonable estimate. This analysis

assumes that all other variables, in particular interest rates remain constant. The analysis was

performed on the same basis for 2022:

20232022

Equity

$000s

Profit or loss

$000s

Equity

$000s

Profit or loss

$000s

USD4,5564,5564,7594,759

EUR679679184184

GBP1001001414

JPY1111(153)(153)

A 10% strengthening of the NZD against the above currencies at 31 March would have had the

equal but opposite effect, on the basis that all other variables remain constant.

d. Market risk – foreign exchange

The objective of market risk management is to manage and control market risk exposures within

acceptable parameters, whilst optimising the return on risk. The Group enters into derivatives in

the ordinary course of business and also incurs financial liabilities in order to manage market risks.

All such transactions are carried out within the guidelines set by the Board and the Audit and Risk

Committee. Generally, the Group seeks to apply hedge accounting in order to manage volatility in

the Statement of Comprehensive Income.

The Group is exposed to currency risk on sales and purchases that are denominated in a currency

other than the respective functional currencies of the Group’s entities, primarily New Zealand Dollars

(NZD), Sterling Pounds (GBP), Euros (EUR) and Indian Rupees (INR). The currencies in which these

sales and purchases transactions are primarily denominated are US Dollars (USD), Japanese Yen

(JPY), INR, NZD, GBP and EUR. The Group uses foreign currency forward exchange contracts and

collar options to hedge its currency risk.

The table below summarises the foreign exchange exposure on the net monetary assets of the

Group against its respective functional currency, expressed in NZD:

USD

$000s

EUR

$000s

GBP

$000s

JPY

$000s

31 March 202341,0036,10790397

31 March 202242,8331,657122(1,375)

The following significant exchange rates applied during the year:

Average rateReporting date rate

2023202220232022

NZD/USD0.62770.69670.62630.6947

NZD/EUR0.59960.59940.57420.6260

NZD/GBP0.51800.50980.50550.5304

NZD/INR50.319051.851251.429252.7842

NZD/JPY84.250278.208082.930085.1000

NOTES TO THE FINANCIAL STATEMENTS / CONTINUED
110

SECTION 06 / FINANCIALS

RAKON / ANNUAL REPORT / 2023

Forward foreign exchange contracts

A 10% weakening of the purchased currencies below against the forward foreign exchange

contracts outstanding at 31 March, would have increased (decreased) equity and profit or loss by

the amounts shown below. This analysis assumes that all other variables, in particular interest rates,

remain constant. The analysis is performed on the same basis for 2022:

20232022

Fair value

$000s

Equity

$000s

Profit or

loss

$000s

Fair value

$000s

Equity

$000s

Profit or

loss

$000s

Forward foreign exchange

contracts – Cash flow hedge

Net buy NZD sell USD12,116(12,116)–10,604(10,604)–

Net buy GBP sell USD724(724)–159(159)–

Net buy INR sell USD(1,105)1,105–(201)201–

Net buy JPY sell USD(736)736–(725)725–

Forward foreign exchange

contracts – held for trading

Net buy NZD sell USD8142,0442,044(2,761)(955)(955)

Net buy GBP sell USD(216)(724)88(34)(159)(48)

Net buy INR sell USD1201,105(87)6520180

Net buy JPY sell USD32736(134)520725132

e. Market risk – interest rate

The Group adopts a policy to manage its exposure to interest rate risks by considering interest rates

swap agreements.

Profile

At 31 March the interest rate profile of the Group’s interest bearing financial instruments:

Variable rate instruments

2023

$000s

2022

$000s

Financial assets (note 10)21,71739,229

Financial liabilities (note 18)–(10,000)

Net variable rate instruments21,71729,229

Fixed rate instruments

Financial liabilities (note 18)(5,235)(5,981)

Net fixed rate instruments(5,235)(5,981)

Sensitivity analysis

An increase of 100 basis points in interest rates at 31 March would have increased/(decreased)

equity and profit or loss by the amounts shown below. This analysis assumes that all other

variables, in particular foreign exchange rates, remain constant. The analysis for 2023 was

performed on the same basis as 2022:

20232022

Equity

$000s

Profit or loss

$000s

Equity

$000s

Profit or loss

$000s

Variable rate instruments––(100)(100)

A decrease of 100 basis points in interest rates at 31 March would have the opposite impact to

what is shown above.

NOTES TO THE FINANCIAL STATEMENTS / CONTINUED
111

SECTION 06 / FINANCIALS

RAKON / ANNUAL REPORT / 2023

The list of subsidiaries is as follows:

% interest held by

the Group

Name of entityPrincipal activities

Country of

incorporation

Balance

date20232022

Rakon America LLCMarketing supportUSA31-Mar100100

Rakon Singapore (Pte) LimitedMarketing supportSingapore31-Mar100100

Rakon Financial Services

Limited

FinancingNew Zealand31-Mar100100

Rakon International LimitedMarketing supportNew Zealand31-Mar100100

Rakon UK Holdings LimitedHolding companyUnited Kingdom31-Mar100100

Rakon UK LimitedResearch and

development

United Kingdom31-Mar100100

Rakon France SAS R&D, manufacturing

and sales

France31-Mar100100

Rakon Investment HK Limited Holding companyHong Kong31-Mar100100

Rakon Crystal Electronic

International Limited

Marketing supportChina31-Mar100100

Rakon India Pvt Limited Manufacturing, R&D

and sales

India31-Mar100100

Rakon ESOP Trustee LimitedShare trusteeNew Zealand31-Mar––

Rakon PPS Trustee LimitedShare trusteeNew Zealand31-Mar––

Rakon ESOP Trustee Limited and Rakon PPS Trustee Limited are classified as in-substance

subsidiaries and are consolidated into the Group financial statements.

f. Capital risk management

The Group’s objective when managing capital is to maintain its ability to continue as a going

concern, meet its debt obligations, maintain an appropriate capital structure that provides flexibility

to take advantage of growth opportunities, and manage capital costs. The Group’s capital comprises

of all components of equity. The Group also maintains borrowings and credit facilities, refer to note

18 for details.

26. COMMITMENTS

a. Capital commitments

Capital expenditure contracted for at the balance date but not incurred is $3,300,000

(2022: $1,600,000).

27. PRINCIPAL SUBSIDIARIES

Subsidiaries are all entities over which the Group has control. The Group controls an entity when

the Group is exposed to, or has rights to, variable returns from its involvement with the entity

and has the ability to affect those returns through its power over the entity. Subsidiaries are fully

consolidated from the date on which control is transferred to the Group. The acquisition method of

accounting is used to account for business combinations by the Group. They are deconsolidated

from the date that control ceases.

All material transactions between subsidiaries or between the parent company and subsidiaries

are eliminated on consolidation. Accounting policies of subsidiaries have been changed where

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

NOTES TO THE FINANCIAL STATEMENTS / CONTINUED
112

SECTION 06 / FINANCIALS

RAKON / ANNUAL REPORT / 2023

b. Transactions with other related parties

No amounts owed by a related party have been written off or forgiven during the year. Following is

the summary of transactions between related parties, and closing receivables and payables balance.

2023

$000s

2022

$000s

Transactions with associates

Purchases from associate, Chengdu Timemaker Crystal Technology

Co. Limited

(3,571)(2,948)

Payables to Chengdu Timemaker Crystal Technology Co. Limited(62)(962)

Receivables from Rakon HK Limited211179

Transactions with Siward Crystal Technologies Co. Limited

Sales8182,143

Purchases(11,681)(11,579)

Net transactions(10,863)(9,436)

Payables to Siward Crystal Technologies Co. Limited(1,522)(3,072)

Receivables from Siward Crystal Technologies Co. Limited12175

28. RELATED PARTY TRANSACTIONS

a. Key management personnel compensation

2023

$000s

2022

$000s

Salaries and other short-term employee benefits5,4834,854

Directors’ fee511449

Total key management compensation5,9945,303

NOTES TO THE FINANCIAL STATEMENTS / CONTINUED
113

SECTION 06 / FINANCIALS

RAKON / ANNUAL REPORT / 2023

The fair value of Share Rights is estimated at the grant date using the Monte Carlo model, taking

into account the terms and conditions upon which the Share Rights were granted. There are no

cash settlement alternatives. The Group does not have a past practice of cash settlement for these

Share Rights.

The fair value of the rights granted is recognised as an employee benefits expense (note 6) in the

Statement of Comprehensive Income with a corresponding increase in the employee share-based

payment reserve.

Where an award is cancelled by the entity or by the counterparty, any remaining element of the

fair value of the award that has not yet been recognised as an expense is expensed immediately

through profit or loss.

Cash-settled transactions

A liability is recognised for the fair value of cash-settled transactions. The fair value is measured

initially and at each reporting date up to and including the settlement date, with changes in fair

value recognised in employee benefits expense (note 6) in the Statement of Comprehensive Income.

The fair value is expensed over the vesting period with the recognition of a corresponding liability.

The approach used to account for vesting conditions when measuring equity-settled transactions

also applies to cash-settled transactions.

Estimates and judgements

Estimating fair value for share-based payment transactions requires determination of the most

appropriate valuation model, which depends on the terms and conditions of the grant. This estimate

also requires determination of the most appropriate inputs to the valuation model including market

price volatility, risk free rates, liquidity and making assumptions about them. For cash-settled share-

based payment transactions, the liability needs to be re-measured at the end of each reporting

period up to the date of settlement, with any changes in fair value recognised in profit or loss. This

requires a reassessment of the estimates used at the end of each reporting period.

29. SHARE BASED PAYMENTS

The Group’s management awards qualifying employees’ bonuses, in the form of share options

and conditional rights to redeemable ordinary shares, from time to time, on a discretionary basis.

These are subject to vesting conditions and is recognised over the vesting period. The fair value

determined at grant date excludes the impact of any non-market vesting conditions, such as the

requirement to remain in employment with the Group. Non-market vesting conditions are included

in the assumptions about the number of options that are expected to vest and the number of

redeemable ordinary shares that are expected to transfer.

a. Rakon’s Long Term Incentive Plan

Rakon’s Long Term Incentive Plan (LTIP) was established on 13 December 2021. Under the

LTIP, Share Rights of the Company are granted to participants based in New Zealand, whereby

employees render services as consideration for equity instruments (equity-settled transactions).

Employees working overseas are granted Phantom Share Rights which are settled in cash (cash-

settled transactions). Employees are entitled to shares of the parent or cash payment upon vesting

of Share Rights and Phantom Share Rights, respectively. There is no exercise price on these and

there is no right to dividends during the vesting period.

The vesting of Share Rights and Phantom Share Rights is dependent on the Group’s total

shareholder return (TSR) exceeding the TSR of the NZX50 over the measurement period. It takes

into account historical and expected dividends, and the share price fluctuation to predict the

distribution of relative share performance. Employees must remain in service for a period of two and

half years from grant the date. The fair value is determined by an independent expert using Monte

Carlo model.

There were no cancellations or modifications to the awards.

Equity-settled transactions

The cost of equity-settled transactions is determined by the fair value at the grant date and amortised

over the vesting period. Service conditions are not taken into account when determining the grant

date fair value of awards, but the likelihood of the conditions being met is assessed as part of

the Group’s best estimate of the number of equity instruments that will ultimately vest. Market

performance conditions are reflected within the grant date fair value. Any other conditions attached to

an award, but without an associated service requirement, are considered to be non-vesting conditions.

NOTES TO THE FINANCIAL STATEMENTS / CONTINUED
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Following are the assumptions used to simulate the future share prices:

Tranche 1Tranche 2Tranche 3

Phanton

RightsShare Rights

Phanton

RightsShare RightsShare Rights

Fair value of Rights2458178215556

Vesting date25 Jun 2425 Jun 2425 Jun 2525 Jun 2525 Jun 25

Weighted average share

price at grant date ($)

0.91 0.91 1.39 1.39 1.39

Risk free interest rate4.8%2.1%4.5%4.6%4.5%

Expected volatility45%45%45%45%45%

b. Rakon Share Plan

In March 2006, Rakon Limited established a share plan to enable selected employees of Rakon

Limited to acquire shares in the Company through the plan trustee, Rakon ESOP Trustee Limited.

Under the terms of the share plan, 2,759 ordinary shares were issued at deemed market value

at that time to Rakon ESOP Trustee Limited to hold on behalf of the participating employees.

Following a share split on 13 April 2006, the resulting number of shares under this plan was

859,137. As at 31 March 2023, balance of shares held was 321,972 (31 March 2022: 321,972).

All shares have been allocated and rank equally in all respects with all other ordinary shares issued

by the Company. The outstanding loan balance, provided on an interest free basis by Rakon

Limited to participating employees in respect of these shares, totals $195,000 (2022: $195,000).

A participant may repay all or part of the loan at any time, and may request share transfer upon full

repayment. No repayments were due at 31 March 2023 (2022: nil). The Trust Deed makes provision

for the Company to require repayment of the loans in certain circumstances. The Company may

remove and appoint trustees at any time. The Directors and shareholders of Rakon ESOP Trustee

Limited are Keith Oliver and Lorraine Witten. Shares held by the share plan represent approximately

0.14% of the Company’s total shares on issue as at balance date (2022: 0.14%).

Performance rights granted are summarised below:

TrancheGrant dateType

Balance at

the start of

period

Number

Granted

during the

period

Number

Vested

during the

period

Number

Lapsed/

forfeited

during the

period

Number

Balance at

the end of

period

Number

113 Dec 21Phantom Rights276,470–––276,470

Share Rights703,244–––703,244

219 Dec 22Phantom Rights–282,612––282,612

Share Rights–395,860––395,860

314 Mar 23Share Rights–180,000––180,000

979,714858,472––1,838,186

The expense recognised for employee services received during the year is shown in the

following table:

2023

$000s

2022

$000s

Expenses arising from equity-settled share-based payment

transactions

347108

Expenses arising from cash-settled share-based payment transactions2940

Total expenses arising from share-based payment transactions376148

NOTES TO THE FINANCIAL STATEMENTS / CONTINUED
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30. CONTINGENCIES

Prior to acquisition, Rakon India received income tax and indirect taxes assessments, which had

been in dispute. The Directors of Rakon India believe the positions are likely to be upheld and

accordingly no provision was made. The below summarises the potential impacts on Rakon India’s

tax balances if the assessments are upheld.

Income taxes

• 2013/14 – no increase in taxable income (tax value $80,000)

• 2014/15 – advance payment delay (tax value $20,000)

• 2021/22 – no increase in taxable income (tax value $580,000)

Indirect taxes

• December 2010/August 2012 – excess input credit availed (tax value $390,000). Penalty

applicable at 100% of tax value.

31. SUBSEQUENT EVENTS

Refer to note 22 for the dividend recommended by the directors, to be paid on 8 August 2023.

The Directors are not aware of any other material events subsequent to the balance date

31 March 2023 that require additional disclosure.

To the shareholders of Rakon Limited
Our opinion

In our opinion, the accompanying financial statements of Rakon Limited (the Company), including

its subsidiaries (the Group), present fairly, in all material respects, the financial position of the

Group as at 31 March 2023, its financial performance and its cash flows for the year then ended in

accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS)

and International Financial Reporting Standards (IFRS).

What we have audited

The Group’s financial statements comprise:

• the balance sheet as at 31 March 2023;

• the statement of comprehensive income for the year then ended;

• the statement of changes in equity for the year then ended;

• the statement of cash flows for the year then ended; and

• the notes to the financial statements, which include significant accounting policies and other

explanatory information.

Basis for opinion

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

(ISAs (NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those

standards are further described in the Auditor’s responsibilities for the audit of the financial

statements section of our report.

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

for our opinion.

Independence

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) (PES 1) issued by the New Zealand Auditing and Assurance Standards

Board and the International Code of Ethics for Professional Accountants (including International

Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA

Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Other than in our capacity as auditor we have no relationship with, or interests in, the Group.

Key audit matters

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

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

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

we do not provide a separate opinion on these matters.

PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142 New Zealand

T: +64 9 355 8000, www.pwc.co.nz

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Independent Auditor’s Report

Description of the key audit matterHow our audit addressed the key audit matter
Valuation of inventories

The carrying value of the Group’s inventories at 31 March 2023 was $62.6 million (31 March 2022

$57.3 million) net of inventory provision of $7.5 million (31 March 2022 $6.9 million). The Group

holds inventories in New Zealand, India and France.

The cost of inventories reflects the cost of direct materials and where relevant, direct labour costs,

including an allocation of variable and fixed overhead expenditure.

Inventories are stated at the lower of cost or net realisable value. The Group has recorded an

inventory provision to reflect management’s best estimate of the net realisable value of inventories.

Determining the provision involves significant judgement considering a range of factors including

expected future consumption assumptions.

Valuation of inventories is an area of focus and key audit matter for the audit due to the significance

of the inventory balance, the complexity of inventory costing, and the judgements involved in

estimating inventory provision.

Note 12 of the financial statements describes the accounting policy and the judgements and

estimates applied by management in recognising inventories.

Our procedures included the following:

• gaining an understanding of the key process, controls and judgements surrounding inventory

costing and provisioning;

• testing certain controls over inventory costing;

• on a sample basis, testing the cost of materials and finished goods to supporting documents;

• ensuring direct labour and overhead expenditure capitalised are in line with the requirements of

New Zealand Equivalent to International Accounting Standard 2 Inventories;

• evaluating the reasonableness of direct labour and overhead expenditure capitalised into

inventory by performing analytical procedures;

• on a sample basis, testing the accuracy of inputs into the inventory provision calculation

including assessing the reasonableness of future consumption estimates;

• performing recalculations over the provision to ensure its mathematical accuracy and alignment

with the Group’s obsolescence policies;

• assessing and challenging the appropriateness of the Group’s provisioning by considering

alternate provisioning methodologies for the most significant provisions and performing

lookback procedures;

• testing the net realisable value of finished goods, on a sample basis, by comparing the cost with

recent sales;

• attending a sample of stock counts to confirm the condition of inventories; and

• reviewing the appropriateness of disclosures in the financial statements.

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Our audit approach
Overview

Overall group materiality: $1,800,000, which represents approximately 1% of

total revenues.

We chose total revenues as the benchmark because, in our view, revenue

provides a more stable measure for establishing our materiality benchmark,

it is the benchmark against which the performance of the Group is most

commonly measured by users, and is a generally accepted benchmark.

Following our assessment of the risk of material misstatement, we:

• Performed full scope audits for the two principal businesses in

New Zealand and France based on their financial significance;

• Performed specified procedures and analytical review procedures over

the business in India;

• Specified audit procedures over the business in the UK;

• Analytical review procedures were performed on the investment in

Timemaker and other remaining entities.

As reported above, we have one key audit matter, being:

• Valuation of inventories

As part of designing our audit, we determined materiality and assessed the risks of material

misstatement in the financial statements. In particular, we considered where management made

subjective judgements; for example, in respect of significant accounting estimates that involved

making assumptions and considering future events that are inherently uncertain. As in all of our

audits, we also addressed the risk of management override of internal controls, including among

other matters, consideration of whether there was evidence of bias that represented a risk of

material misstatement due to fraud.

Materiality

The scope of our audit was influenced by our application of materiality. An audit is designed

to obtain reasonable assurance about whether the financial statements are free from material

misstatement. Misstatements may arise due to fraud or error. They are considered material if,

individually or in aggregate, they could reasonably be expected to influence the economic decisions

of users taken on the basis of the financial statements.

Based on our professional judgement, we determined certain quantitative thresholds for materiality,

including the overall Group materiality for the financial statements as a whole as set out above.

These, together with qualitative considerations, helped us to determine the scope of our audit, the

nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both

individually and in aggregate, on the financial statements as a whole.

How we tailored our group audit scope

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an

opinion on the financial statements as a whole, taking into account the structure of the Group, the

accounting processes and controls, and the industry in which the Group operates.

Other information

The Directors are responsible for the other information. The other information comprises the

information included in the Annual report, but does not include the financial statements and our

auditor’s report thereon. The Annual report is expected to be made available to us after the date of

this auditor’s report..

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

express any form of audit opinion or assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent

with the financial statements or our knowledge obtained in the audit, or otherwise appears to be

materially misstated.

When we read the other information not yet received, if we conclude that there is a material

misstatement therein, we are required to communicate the matter to the Directors and use our

professional judgement to determine the appropriate action to take.

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Responsibilities of the Directors for the financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of

the financial statements in accordance with NZ IFRS and IFRS, and for such internal control as the

Directors determine is necessary to enable the preparation of financial statements that are free from

material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group’s ability

to continue as a going concern, disclosing, as applicable, matters related to going concern and using

the going concern basis of accounting unless the Directors either intend to liquidate the Group or to

cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements, as

a whole, are free from material misstatement, whether due to fraud or error, and to issue an

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

is not a guarantee that an audit conducted in accordance with ISAs (NZ) and ISAs will always

detect a material misstatement when it exists. Misstatements can arise from fraud or error and

are considered material if, individually or in the aggregate, they could reasonably be expected to

influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located at the

External Reporting Board’s website at:

https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/

This description forms part of our auditor’s report.

Who we report to

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

undertaken so that we might state those matters which we are required to state to them in an

auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept

or assume responsibility to anyone other than the Company and the Company’s shareholders, as a

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

The engagement partner on the audit resulting in this independent auditor’s report is Indumin

Senaratne (Indy Sena).

For and on behalf of:

Chartered Accountants Auckland

23 May 2023

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REMUNERATION

Oversight of policy and processes in relation to the remuneration of Directors and executives is a

key responsibility of the People Committee.

Remuneration

The total remuneration available for Directors is approved by shareholders. The Board determines

the level of remuneration paid to Directors from the approved collective pool. Directors are also

reimbursed for reasonable travel, accommodation and other expenses incurred in the course of

performing their duties.

The total annual fees pool is $530,000 for six Non-executive Directors and includes a pool from

which the Board may approve payment to directors who have undertaken significant additional

work. Directors’ fees were last reviewed and approved by shareholders at the annual shareholders

meeting held in August 2021. Any future proposed increases in the level of non-executive Directors’

fees will also be put to shareholders for approval.

The Rakon Board comprises six non-executive directors and one executive director who does not

receive any additional fees for his role as a Director.

ROLE

DIRECTORS’ FEES

(effective from 1/10/2021)

Chair$140,000

Non-executive Director $70,000

Chair of Audit & Risk Committee$12,000

Chair of People Committee $8,000

Provision for additional work if required$20,000

Total Fees Pool based on six Non-executive Directors $530,000

When the Board seeks advice in relation to Directors’ remuneration, the consultants are required to

declare their independence. If the Board elects to state publicly that it is relying on such advice in

respect of its remuneration proposal, a summary of the findings will be disclosed to shareholders as

part of the approval process.

Rakon’s Remuneration (Directors and Executives) Policy recognises that investors have a particular

interest in director and executive remuneration and that the remuneration of directors and

executives should be transparent, fair and reasonable. The policy outlines the framework within

which Rakon determines remuneration for its Directors and executives.

Rakon applies a fair and equitable approach to remuneration having regard to the financial position

of the company and the external environment.

The Remuneration (Directors and Executives) Policy records that Rakon and its People Committee

may obtain independent advice and relevant market data and benchmarking in New Zealand

and other regions in which it operates from appropriately qualified consultants to assist in setting

remuneration for its executives, Chief Executive Officer and Directors. External advice is sought on a

regular basis to ensure remuneration is benchmarked to the market.

Details of individual Directors’ remuneration for the year ended 31 March 2023 are set out in the

table below:

Director Remuneration Paid

DirectorFees paid

Lorraine Witten $140,000

Sinead Horgan (Chair of Audit & Risk Committee)$82,000

Keith Watson (Chair of People Committee)$78,000

Keith Oliver$70,000

Steve Tucker $70,000

Yin Tang (Tony) Tseng

2

$71,375

Brent Robinson

1


1 Employed as Chief Technology Officer, received salary and benefits and did not receive any director fees.

2 Equivalent ordinary Director fee in USD.

Directors fees detailed exclude both GST and reimbursed costs directly associated with carrying out

their duties.

Remuneration Report

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REMUNERATION REPORT / CONTINUED

Employees’ remuneration

During the year ended 31 March 2023, the following numbers of employees or former employees

of Rakon Limited and its subsidiaries, not being Directors of Rakon Limited, received remuneration

including the value of other benefits in excess of $100,000 in the bands set out below:

Remuneration

Number of

employees

$100,000 – $110,00022

$110,001 – $120,00025

$120,001 – $130,00012

$130,001 – $140,00013

$140,001 – $150,0008

$150,001 – $160,0007

$160,001 – $170,0007

$170,001 – $180,0007

$180,001 – $190,0005

$190,001 – $200,0008

$200,001 – $210,0004

$210,001 – $220,0004

$220,001 – $230,0006

$230,001 – $240,0003

$250,001 – $260,0003

Remuneration

Number of

employees

$260,001 – $270,0001

$270,001 – $280,0002

$280,001 – $290,0004

$290,001 – $300,0001

$300,001 – $310,0001

$310,001 – $320,0002

$320,001 – $330,0001

$340,001 – $350,0001

$350,001 – $360,0001

$370,001 – $380,0002

$380,001 – $390,0002

$420,001 – $430,0002

$730,001 – $740,0001

$820,001 – $830,0001

$910,001 – $920,0001

Executive remuneration

In general, executive remuneration comprises of a fixed base salary and an at-risk portion being a

percentage of executives’ fixed remuneration determined annually. Some executives also receive

fringe benefits.

Performance targets for at-risk incentives are set at the commencement of the period and are

generally based on financial measures including company earnings targets, progress against

objectives related to the strategic plan, business unit objectives and personal objectives.

Short term incentives (STI) linked to company objectives are agreed with the Board and

achievement and payment is determined at the discretion of the Board with achievement measured

against company performance metrics and criteria based on company priorities. In FY23 the

company objectives represented 50% of the STI with achievement scaled relative to budgeted

EBITDA. The Chief Executive Officer is responsible for agreeing and assessing achievement of his

direct reports’ personal objectives.

LTI Plan

In December 2021 Rakon implemented a Long Term Incentive (LT I) Plan for key employees

including at the discretion of the Board members of the executive team. The LTI is designed

to promote the retention of key employees across Rakon’s global team and drive longer-term

performance and alignment of incentives with the interests of the company’s shareholders.

Under the rules of the LTI, the Board will issue share rights or phantom share rights to selected key

employees of Rakon determined by dividing the gross value of the grant by the value of one Rakon

share at the calculation date. Phantom share rights may be offered at the Board’s discretion to key

employees based outside New Zealand or where additional regulatory requirements would apply to

their receipt of shares.

The performance hurdle for the LTI offer made in FY23 is dependent upon Rakon achieving a higher

Total Shareholder Return (TSR) (which measures share price movement and dividends and other

distributions) over a three year vesting period relative to the TSR of companies within the NZX50

Index. In order to meet the performance hurdle and satisfy that vesting condition, the percentage

change in the TSR of Rakon over the vesting period must be greater than the percentage change

in the NZX50 Index over the same period. To minimise the impact of short term price volatility, TSR

for Rakon as at the vesting period commencement date and the vesting date is calculated using the

Total 157 employees

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REMUNERATION REPORT / CONTINUED

volume weighted average price (VWAP) of Rakon shares calculated from trades through the NZX

Main Board over the 20 trading days up to and including the date on which the relevant calculation

is made.

The Board has discretion in relation to determining whether the vesting conditions have been

satisfied including reserving the right to adjust calculations relating to the calculation of the TSR of

Rakon or the NZX50 to take account of any capital reconstructions, corporate transactions, changes

to the composition of the NZX50 or other circumstances which in its opinion are appropriate in the

circumstances and consistent with the intention of the performance hurdle.

At vesting, subject to meeting the performance hurdles set at the time of grant, each share right is

converted to one ordinary share or the equivalent value in cash where the key employee has been

issued phantom share rights.

The employee is liable for tax on any shares or cash received under the LTI. At the discretion of the

Board, grants of share rights or phantom rights will continue to be made annually with performance

measured over a three-year period.

The value of the grant to each key employee for the LTI in FY23 was set by reference to tiers

determined by reference to weighting criteria applied to each key employee including a range of

metrics for leadership, expertise, experience industry and future potential.

CEO remuneration

The review and approval of the Chief Executive Officer’s remuneration is the responsibility of the

People Committee and the Board.

External advice is sought on the remuneration of the Chief Executive Officer.

Dr. Sinan Altug was appointed Chief Executive Officer from 1 April 2022. His remuneration paid for

the year ended 31 March 2023 includes a base salary, health insurance and other benefit and a STI

payment in relation to FY22 and the CEO’s previous role as Chief Operating Officer. There were no

Kiwisaver contributions paid by the company.

The total remuneration the Chief Executive Officer received during FY23 comprised the following:

Current

YearBase SalaryBenefits

Total fixed

remunerationSTILT I

Total

Remuneration

FY23$619,467$50,168$669,635$156,090$0$825,725

(a)(b)(c)

(a) Benefits including medical insurance.

(b) The STI component paid in FY23 related to performance in FY22 and was awarded at 107.5%

of his FY22 Base.

(c) No LTI payments were made in FY23.

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Breakdown of CEO’s pay for performance

The following tables provide a breakdown of the performance measures within the Chief Executive

Officer’s STI and LTI schemes, including details about the incumbent’s quanta, performance and

actual at-risk remuneration outcomes.

STI

Performance measures and

related weightingAchievement outcome

Underlying performance

measures

Financial50%Outcome to be

determined in June 2023

50% Group EBIT

50% Achieving return

on R&D and innovation

investments

Strategy

Execution

25%Outcome to be

determined in June 2023

Organic and inorganic

company growth objectives

Talent &

Culture

25%Outcome to be

determined in June 2023

Talent growth, employee

culture and engagement

targets.

30%

of Base

Total100%

LT I

Performance measures and

related weightingAchievement OutcomeCommentary

FY22

31.6%

of Base

Salary

TSR100%Outcome to be

measured June 2024

Share rights scheme.

The grants are subject to a

3 year vesting period with

the following hurdles:

• Continued employment

• TSR measured against

the NZX50 index

FY23

39% of

Base

Salary

TSR100%Outcome to be

measured June 2025

100% Rakon to disclose as

% of target LTI

LTI interests granted to the CEO:

Share Rights that have been granted or vested to, or forfeited by the Chief Executive Officer as at

31 March 2023 are detailed in the following table. The Chief Executive Officer has entitlements to

share rights granted in FY22 in relation to his previous role as Chief Operating Officer at Rakon, as

well as in FY23.

Type of

scheme

interestGrant date

Vestment

date

Face value

of award

and &

vesting at

threshold

Number

of share

rights’

granted

Summary of

performance

measures

and targets

Number

of shares

forfeited

Number

of shares

vested

Share

Rights

15

December

2021

25 June

2024

$165,107181,436TSR0Not yet

applicable

Share

Rights

14 March

2023

24 June

2025

$250,000180,000TSR0Not yet

applicable

(a) (b)

(a) The vesting conditions include a continued employment condition and a performance hurdle.

The Board determines whether each of these conditions have been satisfied before vesting.

(b) To satisfy that vesting condition, the percentage change in the Total Shareholder Return (TSR)

of Rakon over the vesting period must be greater than the percentage change in the NZX50

Index over the same period. If this is not satisfied, the share rights lapse.

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The following diagram illustrates delivery of the cash and equity remuneration components over

time for FY23.

CEO remuneration timing – FY23

Year 1Year 2Year 3

FAR

Base salary + benefits

STI

Performance period

100%100% PSR vest

LT I

Performance period

CEO remuneration framework

The Chief Executive Officer’s remuneration structure is consistent with the remuneration structure

described previously. The charts below illustrate the CEO’s total remuneration (comprised of fixed,

annual variable (STI) and LTI components) under threshold, on-target and maximum performance.

No LTI components vested in FY23 and STI for FY23 is determined in June 2023.

MaximumOn-targetThreshold

$200,000.00

$400,000.00

$0

$600,000.00

$800,000.00

$1,000,000.00

$1,200,000.00

$32m

22%

23%

23%

19%

17%

14%

58%

61%

63%

Fixed remuneration STI LTI

125
SECTION 06 / FINANCIALS

RAKON / ANNUAL REPORT / 2023

Directors of subsidiaries

Directors of the company’s subsidiaries do not receive any remuneration or other benefits in respect

of their appointments. The remuneration and other benefits of any such Directors (not being

Directors of Rakon Limited) who are employees of the Group totalling $100,000 or more during

the year ended 31 March 2023 are included in the relevant bandings for remuneration disclosed

in the Remuneration Information section of the 2023 Annual Report.

The following people held office as Directors of subsidiary companies at 31 March 2023:

EntityDirector (or authorised representative where noted)

Rakon America LLCJohn Mundschau (authorised representative)

Rakon Singapore (Pte) LimitedBrent Robinson, Darren Robinson, Aloysius Wee

Rakon Financial Services LimitedBrent Robinson, Darren Robinson

Rakon International LimitedBrent Robinson

Rakon UK Holdings LimitedSinan Altug, Brent Robinson, Darren Robinson,

Rakon UK LimitedSinan Altug, Brent Robinson, Darren Robinson,

Rakon France SASBrent Robinson

Rakon Investment HK LimitedBrent Robinson

Rakon Crystal Electronic

International Limited

Daryoush Shahidi (authorised representative)

Rakon HK LimitedBrent Robinson, Darren Robinson, Zhuzhi Ye, Rongguo Chen

Rakon ESOP Trustee LimitedLorraine Witten, Keith Oliver

Rakon PPS Trustee LimitedLorraine Witten, Keith Oliver

Rakon India (Private) LimitedBrent Robinson, P.M. Unnikrishnan, Arun Parasnis

Directors’ interests

As permitted by the Companies Act 1993 and the Company’s constitution, all Directors received

the benefit of an indemnity from Rakon Limited and the benefit of Directors and Officers liability

insurance cover maintained by the Company.

The Company maintains an interests’ register in accordance with the Companies Act 1993 and the

Financial Markets Conduct Act 2013. The following are particulars of entries, including the date

of disclosure shown in brackets, made in the Company’s interests’ register during the year ended

31 March 2023.

Lorraine Witten

• Appointed Chair of Rakon Limited from 1 April 2022 (March 2022)

• Appointed as Director of Rakon ESOP Trustee Limited and of Rakon PPS Trustee Limited

(June 2022)

• Ceased as Director of Horizon Energy Group effective 31 August 2022 (August 2022)

• Appointed Director of Mercury Limited (August 2022)

Sinead Horgan

• Trustee Carnahan Horgan Family Trust (May 2022)

• Appointed Director and Chair of Audit and Risk Committee of Leighs Construction Limited

and Leighs Holdings Limited effective 1 July 2022 (July 2022)

• Ceased as Director Taggart Earthmoving Limited effective 27 July 2022 (August 2022)

Brent Robinson

• Appointed as a Director of Quantifi Photonics Limited effective 28 April (May 2023)

Keith Watson

• Ceased as Director of Complete 3D Limited (June 2022)

Steve Tucker

• Ceased as a Director of Purpose Capital Impact Fund (February 2023)

Shareholder Information 2023

126
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SHAREHOLDER INFORMATION 2023 / CONTINUED

Directors’ shareholdings

Directors’ shareholdings in Rakon Limited as recorded in the interests’ register of the Company as at

31 March 2023 are set out below:

NameCategoryShareholding

Brent Robinsonshares held with beneficial interest34,846,237

Lorraine Wittenshares held with non-beneficial interest

1

2,093,299

Lorraine Witten shares held with beneficial interest 192,720

Keith Watsonshares held with beneficial interest100,000

Keith Olivershares held with non-beneficial interest

1

2,093,299

Sinead Horganshares held by associated person950

Steven TuckerShares held with beneficial interest29,993

1 Lorraine Witten and Keith Oliver jointly hold the same parcel of 2,093,299 ordinary shares as trustees of

Rakon ESOP Trustee Limited.

Substantial Quoted Financial Product holders

The following information is given pursuant to Section 293 of the Financial Markets Conduct

Act 2013.

According to the notices given under Financial Markets Conduct Act 2013 (or its predecessor

the Securities Markets Act 1988), the following persons were substantial product holders in the

Company as at 31 March 2023 in respect of the number of voting products below. As at 31 March

2023, the Company had one share class on issue, comprising of 229,055,272 voting shares:

NameRelevant InterestNumber Held%

Siward Crystal Technology Co. Limitedregistered holder28,016,68112.23

Brent John Robinsonregistered holder9,915,4144.33

Brent John Robinsonregistered holder and beneficial owner24,930,82310.88

Darren Paul Robinsonregistered holder9,914,1804.33

Darren Paul Robinsonregistered holder and beneficial owner24,930,82310.88

Wairahi Investments Limitedregistered holder12,300,0005.37

Spread of Quoted Financial Product holders and holdings as at 26 April 2023

Size of holdingNumber of holders%Total number held%

1 – 99390.8218750.00

100 – 199731.539,4910.00

200 – 4992384.9872,2890.03

500 – 9993577.47231,3410.10

1,000 – 1,99973615.39947,9000.41

2,000 – 4,999119424.973,610,6441.58

5,000 – 9,99969214.474,470,8131.95

10,000 – 49,9991,10423.0921,769,2369.50

50,000 – 99,9991703.5511,286,3014.93

100,000 – 499,9991332.7824,637,52210.76

500,000 – 999,999220.4615,295,3816.68

1,000,000 – 99,999,999240.50146,722,47964.06

Total4,782100.00229,055,272100.00

127
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SHAREHOLDER INFORMATION 2023 / CONTINUED

Twenty largest Quoted Financial Product holders as at 26 April 2023

NameShareholding%

Siward Crystal Technology Co. Limited28,016,68112.23

Brent John Robinson and Darren Paul Robinson as trustees of

Ahuareka Trust

24,930,82310.88

Wairahi Investments Limited12,300,0005.37

Brent John Robinson 9,915,4144.32

Darren Paul Robinson 9,914,1804.32

Forsyth Barr Custodians Limited <1-Custody>8,449,7453.69

New Zealand Depository Nominee Limited <A/C 1 Cash Account>5,595,3492.44

Hobson Wealth Custodians Limited <Equities DTA Account>5,150,0002.25

Accident Compensation Corporation

1

5,137,7382.24

Etimes Group International Limited3,697,7161.61

F B TRUSTEE LIMITED <FERGUS BROWN FAMILY A/C>3,000,0001.31

Fergus David Elliott Brown3,000,0001.31

Michael Murray Benjamin3,000,0001.31

FNZ Custodians Limited 2,871,4141.25

CUSTODIAL SERVICES LIMITED <A/C 4>2,605,2061.14

Hobson Wealth Custodians Limited <Resident Cash Account>2,584,0901.13

Forsyth Barr Custodians Limited <Account 1E> 2,450,9041.07

RAKON ESOP TRUSTEE LIMITED2,093,2890.91

Phillip Malcolm Cook1,700,0000.74

HLR Holdings Company Limited1,584,7360.69

Top 20 holders of ORDINARY SHARES (Total)137,997,28560.25

Total Remaining Holders Balance91,057,98739.5

1 Held through New Zealand Central Securities Depository Limited, which is a depository that allows electronic

trading of securities by members.

NZX waivers

For the purposes of Rakon’s disclosure obligation under Rule 3.7.1(g) Rakon confirms:

There were no NZX waivers granted or published by NZX within or relied upon in the 12 months

ending 31 March 2023.

Credit rating

The Company does not currently have an external credit rating status.

Exercise of disciplinary powers

Neither the NZX nor the Financial Market Authority took any disciplinary action against the

Company during the financial year ended 31 March 2023.

128
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INTRODUCTION

In last year’s annual report, we provided initial commentary on Rakon’s proposed Taskforce on

Climate-related Financial Disclosures (TCFD) disclosure approach. We noted that:

• We had undertaken a TCFD gap analysis to determine Rakon’s current readiness to be able to

make disclosures in accordance with the TCFD recommendations by FY23

• In the FY23 annual report we would:

»include our approach to climate related risks and opportunities: how they affect Rakon, and

how Rakon’s operations affect climate change; and

»benchmark and track meaningful metrics against our most material impacts.

The Taskforce on Climate-related Financial Disclosures (TCFD) is an international organisation

that was created to develop recommendations on the types of information that companies

should disclose to support investors, lenders, and insurance underwriters in appropriately

assessing and pricing risks related to climate change. The TCFD released its climate-related

financial disclosure recommendations in 2017 (https://www.fsb-tcfd.org).

Since last year’s annual report was issued, the External Reporting Board (XRB) has established

a mandatory Climate-related Disclosures (CRD) regime in New Zealand. Rakon, as an NZX-listed

entity, is required to report under the CRD regime as a climate reporting entity for the first time for

its financial year ending on 31 March 2024.

The CRD regime is based on the recommendations of the TCFD. Whilst there are limited differences

in the requirements of those reporting regimes, there are many similarities, for example, reporting

under four pillars as follows:

PillarOverview (TCFD)

GovernanceDisclose Rakon’s governance around climate-related risks and opportunities

StrategyDisclose actual and potential impacts of climate-related risks and

opportunities on Rakon’s business, strategy, and financial planning

Risk ManagementDisclose how Rakon identifies, assesses, and manages climate-related risks

Metrics & TargetsDisclose the metrics and targets used to assess and manage Rakon’s relevant

climate-related risks and opportunities where such information is material

In this FY23 annual report, our approach is to report in accordance with the disclosure

recommendations of the TCFD where we can, as we prepare for reporting under the CRD regime

for the first time for FY24. Rakon’s plan for climate related disclosure is as shown in the roadmap on

page 54 of this annual report:

Climate Disclosures at Rakon: FY23

129
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CLIMATE DISCLOSURES AT RAKON: FY23 / CONTINUED

GOVERNANCE

Role of the Board and management

During the financial year, existing governance structures and documentation have been updated to

include climate-related matters within:

• the Audit and Risk Committee Charter;

• the annual workplan for the Audit & Risk Committee; and

• the standing agenda items for each meeting of the Audit and Risk Committee.

• the Board Charter

• the annual workplan for the Board

The Board maintains a strategic risk register which is reviewed at each meeting. If climate-related

matters result in strategic risks they will be included within that register. The Board meets eleven

times per year on average.

Rakon has commenced the delivery of a climate change education programme during the financial

year. The programme has focused initially on the Board, the executive team and the senior

management team as the key decision makers for the business. It has included a combination of

in-person briefings on climate change from subject matter experts, reading material and access to

appropriate on-line climate change resources.

As noted above, the CEO is responsible for managing operational climate-related matters on a day-

to-day basis.

Where key operational climate-related risks and opportunities are identified via Rakon’s ISO14001

Environmental Management System processes, their review and assessment are escalated to the

senior management team who consider whether appropriate risk management actions are being

taken. All key risks are required to be reported to the Audit and Risk Committee twice per year.

Climate related

strategic matters

Climate related

operational matters

Review and assessment

of climate-related

operational matters

responsible for

Ultimate responsibility

for all climate matters

Board of directors

Audit & Risk Committee

CEO

Senior Management team

Rakon’s Board of directors (the ‘Board’) has ultimate responsibility for Rakon’s approach to climate

change. The Board has delegated oversight of climate-related matters to the Audit and Risk

Committee, with the Chief Executive Officer (CEO) responsible for managing operational climate-

related matters on a day-to-day basis. On average, the Audit and Risk Committee meets four times

per year, with two of the four meetings focusing primarily on risk-related matters. The Committee

reports directly to and advises the Board on climate-related matters.

responsible for

responsible for

reports to

delegation of

oversight

delegation of day-

to-day activity

delegation of day-

to-day activity

reports to

reports to

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CLIMATE DISCLOSURES AT RAKON: FY23 / CONTINUED

STRATEGY

Actual and potential impacts on business, strategy, and financial planning

We have carried out an initial global-level scenario analysis exercise to support our assessment

of actual and potential impacts on business, strategy and financial planning, using the GeSI-CDP

Scenario Analysis Toolkit for three scenarios as shown in the table below.

Climate-related scenarios are plausible, challenging descriptions of how the future may unfold.

These descriptions are based on coherent and internally consistent sets of assumptions about

the drivers of future physical and transition risk and opportunity (and the relationships between

them) (www.xrb.govt.nz).

An overview of each scenario is set out below:

Scenario nameTemp. Increase

1

Brief description of scenario

2

Rapid

Transition

1.5°CRapid transition to a low carbon world, limiting temperature

increase to 1.5°C. High degree of transformation across the

economy. Slight increase in physical climate-related impacts.

Status Quo2.6°CClimate-related policies and actions remain at the level of

historical Nationally Determined Contributions, causing

temperatures to increase to c.2.6 ̊C. Physical impacts of climate

change increasingly damaging.

Limited

climate action

4°CLimited climate action and lack of coordination result in

temperature increase of 4 ̊C or above. Significant disruption

globally due to catastrophic physical climate impacts.

1 change in average global temperature by 2100 relative to 1850–1900 (°C)

2 scenarios are based on IPCC and IEA Reference sources

The GeSI-CDP Scenario Analysis Toolkit is a set of resources that enables organisations to

build the foundations for the development of climate related scenario analysis in alignment with

the recommendations of the TCFD.

GeSI is a leading, cross-industry sustainability initiative creating and enabling digital solutions to

address society’s most pressing challenges (www.gesi.org).

CDP is a not-for-profit charity that runs the global disclosure system for investors, companies,

cities, states and regions to manage their environmental impacts (www.cdp.net).

Time horizons for scenario analysis:

Short termMedium termLong term

Time horizon1–3 years5–10 years>30 years

Year relative

to 2023

202520302050+

RationaleAligns with Rakon’s 3-year

business planning horizon

for strategy purposes

Aligns with interim

international emissions

reduction targets

Aligns with international

emissions reduction targets

The Intergovernmental Panel on Climate Change (IPCC) is a body of the United Nations. Its job

is to advance scientific knowledge about climate change caused by human activities. The IPCC

has created reference scenarios that are widely used to understand the potential future impacts

of climate change (www.ipcc.ch).

The International Energy Agency (IEA) is an autonomous intergovernmental organisation that

works with countries around the world to shape energy policies for a secure and sustainable

future. The IEA has created reference scenarios that focus on future energy usage (www.iea.org).

Nationally Determined Contributions (NDCs) are where countries set targets for mitigating the

greenhouse gas emissions that cause climate change and for adapting to climate impacts. The

NDCs are submitted to the United Nations (www.un.org/en/climatechange/all-about-ndcs).

131
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CLIMATE DISCLOSURES AT RAKON: FY23 / CONTINUED

We have completed an initial exercise at a global level to identify climate-related risks and

opportunities and assess their potential impact on our business, using the scenario analysis

approach outlined above, supported by sector level data sourced from CDP.

As set out in more detail in the Risk Management pillar section below, Rakon classes the risks it

faces into two levels:

1. Key risks for which risk reduction measures must be in place and escalation can occur as

needed; and

2. Non-key risks that are managed through normal business processes.

Risks are assessed based on the size of the potential consequence of a risk and the likelihood of

the risk occurring. Key risks are generally those with a larger potential consequence and higher

likelihood of occurrence.

The tables below set out our initial assessment of climate-related risks by scenario that Rakon faces.

Associated opportunities for those risks are also shown.

Rapid Transition:

TCFD

Risk TypeClimate-related risk Time horizonStrategies for mitigation

TransitionIncreased costs due to

enhanced emissions

& related reporting

obligations

Short-term onwards,

building through the

medium and long-terms.

Use existing

management systems &

build out from existing

CDP reporting

TransitionIncreased costs due

to carbon pricing

mechanisms

Short-term onwards,

building through the

medium and long-terms.

Move to renewable

energy sources,

strengthen carbon

emissions monitoring &

set reduction targets

The general physical risks associated with climate change are expected to increase over the time

horizons considered for this scenario, but based on our initial assessment at a global level we have

not identified physical risks as key risks for Rakon over the long-term time horizon.

Our initial assessment of associated opportunities:

• Transition: use of lower emissions sources of energy to reduce costs, increasing from the short-

term onwards

• Transition: incremental growth in revenue from products, increasing from the short-term

onwards, driven by:

»access to new markets

»development of lower emissions products

»shifts in customer preferences.

Having undertaken an initial review our preliminary assessment is that the net impact of climate-

related risks and opportunities for the Rapid Transition scenario is not expected to be material to

Rakon for the time horizons shown.

Status Quo:

TCFD Risk

TypeClimate-related riskTime horizonStrategies for mitigation

TransitionIncreased costs due to

enhanced emissions

& related reporting

obligations

Building from the short-

term onwards, but at a

lower impact than the

Rapid Transition scenario

for all time horizons

Use existing

management systems &

build out from existing

CDP reporting

TransitionIncreased costs due

to carbon pricing

mechanisms

Building from the short-

term onwards, but at a

lower impact than the

Rapid Transition scenario

for all time horizons

Move to renewable

energy sources,

strengthen carbon

emissions monitoring &

set reduction targets

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CLIMATE DISCLOSURES AT RAKON: FY23 / CONTINUED

The general physical risks associated with climate change are expected to increase over the time

horizons considered for this scenario and exceed those for the Rapid Transition scenario. However,

based on our initial assessment at a global level we have not identified physical risks as key risks for

Rakon over the long-term time horizon Our initial assessment of associated opportunities:

• Transition: Use of lower emissions sources of energy to reduce costs (building from the short-

term onwards, but at a lower impact than the Rapid Transition scenario for all time horizons)

Having undertaken an initial review our preliminary assessment is that the net impact of climate-

related risks and opportunities for the Status Quo scenario is not expected to be material to Rakon

for the time horizons shown.

Limited Climate Action:

TCFD Risk

TypeClimate-related risk Time horizonStrategies for mitigation

TransitionIncreased costs due to

enhanced emissions

& related reporting

obligations

Short-term and remains

static across all time

horizons (no new

obligations introduced)

Use existing management

systems & build out from

existing CDP reporting

The general physical risks associated with climate change are expected to increase over the time

horizons considered for this scenario and exceed those for the Status Quo scenario. Over the long-

term time horizon, based on our initial assessment at a global level, we expect physical risks for

Rakon to remain non-key risks, but moving towards becoming key risks.

Our initial assessment did not note any associated opportunities.

Having undertaken an initial review our preliminary assessment is that the net impact of climate-

related risks and opportunities for the Limited Climate Action scenario is not expected to be material

to Rakon for the time horizons shown.

We have projects planned to mitigate the identified risks and react to the associated opportunities

as follows:

1. Build out of CDP reporting and introduction of other climate reporting to meet incoming

CRD regime requirements in a cost effective manner;

2. Purchase of renewable power for our new manufacturing facility at Rakon India;

3. Further reduction of carbon dioxide use in production processes at Rakon New Zealand; and

4. Establishment of initial Scope 1 and 2 greenhouse gas emissions reduction targets in FY24

(as set out in the Metrics & Targets pillar section below).

Our initial review of the impact of climate change on Rakon’s strategy has focused on Rakon’s four

strategic pillars:

1. Technology Innovation,

2. Core Markets,

3. Customer Partnerships,

4. Flexible, Scalable Operations

Having undertaken an initial review, our preliminary assessment did not identify significant potential

impacts of climate change on the strategy. There may be some challenges that our initial review

did not identify, but at this point in time we consider that Rakon is well-placed to tackle challenges

without significant potential impacts. For example, we believe that our continuing focus on building

flexibility and resilience into Rakon’s manufacturing operations and supply chain provides a good

foundation for managing climate change related impacts.

We expect to refine our analysis further in the coming financial year, including additional

consideration of local factors that relate to our operational facilities and supply chain and the use of

updated climate scenarios, where applicable.

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CLIMATE DISCLOSURES AT RAKON: FY23 / CONTINUED

RISK MANAGEMENT

Identification, assessment, and management of climate-related risks

Our current approach to climate change risk management is outlined below.

Operational management of climate-related risks at Rakon is covered by our ISO14001

Environmental Management System processes. We support those ‘bottom-up’ processes by:

• using TCFD generic risk listings and sector specific listings of risks from CDP to ensure that a

wide range of potential climate-related risks are identified for consideration;

• using a scenario analysis toolkit to support our assessment of the potential impacts and time

horizons of climate-related risks under possible climate futures; and

• using an adapted risk assessment matrix with specific time horizons and the inclusion of three

climate scenarios.

Rakon’s risk assessment matrix, currently deployed, splits risks into two levels:

1. Key risks for which risk reduction measures must be in place and escalation can occur as

needed; and

2. Non-key risks that are managed through normal business processes

Risks are assessed based on the size of the potential consequence of a risk and the likelihood of

the risk occurring. Key risks are generally those with a larger potential consequence and higher

likelihood of occurrence. A simplified version of this is shown in the following diagram:

In the previous financial year, we undertook an assessment to better understand which ESG issues

are most material to our stakeholders. That assessment identified that the management of carbon

emissions, climate adaptation and resilience are amongst the most important topics for Rakon’s

stakeholders, with decarbonisation a clear priority for that group. Accordingly, Rakon aims to ensure

that climate-related risks are given sufficient priority for action within wider risk management

activity, despite having a typically longer time horizon than other risks for their potential impacts.

We expect to review our approach in FY24.

LIKELIHOOD

1. Very Low2. Low3. Medium4. High5. Very High

CONSEQUENCE

High

MODERATESIGNIFICANTMAJOREXTREMEEXTREME

Medium

high

MODERATESIGNIFICANTMAJORMAJOREXTREME

Medium

high

INSIGNIFICANTMODERATESIGNIFICANTMAJORMAJOR

Medium

Low

INSIGNIFICANTMODERATEMODERATESIGNIFICANTMAJOR

Low /

Unknown

INSIGNIFICANTINSIGNIFICANTMODERATEMODERATESIGNIFICANT

NON-KEY RISKS: MANAGE THROUGH NORMAL BUSINESS PROCESS

KEY RISKS: INCORPORATE RISK REDUCTION MEASURES & ESCALATE AS NEEDED

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CLIMATE DISCLOSURES AT RAKON: FY23 / CONTINUED

METRICS & TARGETS

Metrics and targets used to assess and manage climate related risks and opportunities

Rakon’s most meaningful climate change metrics relate to greenhouse gas (GHG) emissions. We

have been reporting to CDP since 2010 and currently measure our Scope 1 (Direct ) and Scope 2

(Indirect Energy) GHG emissions. We have now started a project to enable Rakon to disclose Scope

3 (Other Indirect ) GHG emissions for FY25 and onwards. Rakon is working towards becoming

a Toitū carbonreduce certified organisation and expects to work closely with Toitū Envirocare to

audit and measure our greenhouse gas emissions and implement a reduction strategy as we work

towards achieving certification.

Our latest GHG emissions by calendar year and recent history are shown in the table below:

Measure20212022

Scope 1 emissions (tCO

2

e) 2,030 1,725

Scope 2 emissions (tCO

2

e) 3,659 3,803

Scope 1 & 2 emissions (tCO

2

e) 5,688 5,528

Scope 1 & 2 emissions intensity (tCO

2

e per $m of revenue)34.5031.16

Scope 1 & 2 emissions intensity (tCO

2

e per m units produced)95.5994.33

The above emissions have not been audited.

We will align GHG emissions reporting to Rakon’s financial years for next year’s annual report.

The reduction in total Scope 1 & 2 GHG emissions between 2021 and 2022 has been driven

mainly by:

• a reduction of carbon dioxide use in production processes at Rakon New Zealand (Scope 1);

partially offset by

• increased energy usage in production (Scope 2) (refer also to commentary on emissions

intensity below).

Total Scope 1 & 2 GHG emissions intensity (tonnes of CO2e per $m of revenue) has reduced

between 2021 and 2022 mainly as a result of the factors noted above, plus on-going continuous

improvement activity to find energy efficiencies in production processes and other activities.

0

2000

4000

6000

8000

20222021

Scope 2 emissions (tCO

2

e)

Scope 1 emissions (tCO

2

e)

Scope 1 & 2 emissions intensity (tCO

2

e per $m of revenue)   

tCO

2

e

tCO

2

e per Sm

0

10

20

30

40

50

60

135
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CLIMATE DISCLOSURES AT RAKON: FY23 / CONTINUED

Our new manufacturing facility in India will be opened later this calendar year. Sustainability targets

will be established for the facility. However, at this time we do not fully understand the potential

impact of the facility on Rakon’s Scope 1 and 2 GHG emissions. As a result, we will establish our

initial Scope 1 and 2 GHG emissions reduction targets in FY24, with the objectives of:

1. Building on GHG emissions reductions achieved since 2021;

2. Setting the targets based on financial years; and

3. Aligning the targets with the goals of the Paris Agreement.

As we undertake the project work to enable Rakon to measure and disclose Scope 3 (Other

Indirect ) GHG emissions for FY25 and onwards, we will also consider appropriate reduction targets

for those emissions.

At COP 21 in Paris (2015), it was agreed to strengthen the global response to the threat of

climate change by keeping a global temperature rise this century well below 2°C above pre-

industrial levels and to pursue efforts to limit the temperature increase even further to 1.5°C

(www.unfccc.int).

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REGISTERED OFFICE

Rakon Limited

8 Sylvia Park Road

Mt Wellington

Auckland 1060

New Zealand

Telephone: +64 9 573 5554

MAILING ADDRESS

Rakon Limited

Private Bag 99943

Newmarket

Auckland 1149

New Zealand

DIRECTORS

Sinead Horgan

Keith Oliver

Brent Robinson

Yin Tang Tseng

Steve Tucker

Lorraine Witten (Chair)

Keith Watson

PRINCIPAL LAWYERS

Bell Gully

PO Box 4199

Shortland Street

Auckland 1140

New Zealand

AUDITORS

PricewaterhouseCoopers

Private Bag 92162

Auckland 1142

New Zealand

BANKERS

ASB Bank

PO Box 35

Shortland Street

Auckland 1140

New Zealand

SHARE REGISTRAR

Computershare Investor Services Limited

Private Bag 92119

Victoria Street West

Auckland 1142, New Zealand

Managing Your Shareholding Online

To change your address, update

your payment instructions or view

your investment portfolio, including

transactions, please visit:

www.investorcentre.com/nz

General enquiries can be directed to:

enquiry@computershare.co.nz

Telephone: +64 9 488 8777

Directory

www.rakon.com

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.