Solution Dynamics Limited logo

Correction to FY24 Financial Results Announcement

Earnings Results23 August 2024SDLConsumer Discretionary

ANNUAL
REPORT

2024

Transforming

Global Customer

Communications

Annual
Shareholders

Meeting

The Annual Meeting of shareholders will be held

at 10:30 am on Thursday, 24th October 2024, as

an in-person meeting in the Jupiter Meeting Room

Solution Dynamics Limited, 18 Canaveral Drive,

Albany, Auckland, and as an online meeting with

details to be provided when the Company provides

the Notice of Meeting to shareholders.

2024 Financial

key points

• Second highest ever net profit after tax,

down 17.7% to $2.82 million

• Earnings per share of 19.2 cents

(prior year 23.3 cents)

• Dividends per share of 9.5 cents

(prior year 11.5 cents)

• Revenue down 4.6% to $38.7 million

• EBITDA down 15.4% to $4.8 million

• Net cash (including short-term cash deposits)

on hand $7.95 million (54 cents per share),

up $1.3 million

Table of Contents
Directors’ and Management Commentary

FY2024 Result Overview. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2

FY2024 Business Performance .........................................3

Business Description .................................................4

Description and Review of Revenue Streams .............................5

Financial Performance ................................................7

Balance Sheet, Liquidity and Debt .......................................8

Taxation and Dividends ...............................................9

Risk Factors .........................................................9

FY2025 Outlook .....................................................10

Key Financial Trend Metrics

............................................11

Independent Auditor’s Report ....................................12

Consolidated Financial Statements

Consolidated Statement of Comprehensive Income ......................16

Consolidated Statement of Changes in Equity ...........................17

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

Consolidated Statement of Cash Flows .................................19

Notes to the Consolidated Financial Statements .........................20

Statutory Information

(I) Employee Remuneration ..........................................44

(II) Shareholders and Substantial Security Holders .......................45

Statement of Corporate Governance

Principle 1 – Code of Ethical Behaviour .................................48

Principle 2 – Board Composition & Performance .........................49

Principle 3 – Committees ............................................51

Principle 4 – Reporting & Disclosure ...................................52

Principle 5 – Remuneration ...........................................53

Principle 6 – Risk Management .......................................54

Principle 7 – Auditors ................................................55

Principle 8 – Shareholder Rights & Relations ............................56

Company Directory ..................................................57

Three factors account for the majority of the decline in earnings:
• costs related to several areas of staff restructuring;

• one-off higher customer non-recoverable costs; and

• timing of a sizeable order around year end that moved into

FY2025 (this is an annual order that was included in the FY2023

result).

The Company’s revenue declined slightly to $38.7 million (down 4.6%

from $40.6 million). SDL’s New Zealand operations made significant

progress, gaining share in a declining local print and mail market and

continuing to pick up new work from local councils.

International operations generated only modest new business,

with SDL placing significant focus on key existing client retention.

Ongoing weakness in the US mortgage market driven by high

interest rates continued to negatively impact results, along with the

timing of a large order, and somewhat lower customer volumes from

the weakening global economy, resulted in a 12.0% reduction in

SDL’s Software & Technology revenue to $25.1 million.

Earnings before interest, tax, depreciation and amortisation

(“EBITDA”) dropped 15.4% to $4.84 million (FY2023 $5.71 million).

Gross Profit declined 8.1%, with the benefit of higher pricing at the

start of FY2024 more than offsetting the effects of lower revenue

and higher non-recoverable costs to ensure customer satisfaction

and deliver new value. Selling, General and Administration expenses

were effectively controlled, declining 4.1% due to SDL’s improved

operational efficiency. This cost saving is despite one-off costs

relating to staff changes and the impact of inflation-driven wage

increases.

Directors’ and Management

Commentary

FY2024 Result Overview

Solution Dynamics Limited (“SDL” or “Company”)

recorded a net profit after tax of $2.82 million for

FY2024, a 17.7% decline on the profit of $3.42 million the

prior financial year, but still the second highest net profit

the Company has ever produced. FY2024 earnings per

share was 19.2 cents, down 17.6% from 23.3 cents the

prior year.

16.6m

APAC

REVENUE

CASH &

SHORT-TERM

DEPOSITS

$ 7.9 5m

AT 30 JUNE

2024

FINAL

DIVIDEND

2.5c

PER SHARE

2 Directors’ and Management Commentary

Major Customer Request for Proposal (“RFP”)
In mid-2023, SDL’s largest customer announced it would issue an RFP

that covered the communications services currently provided by SDL. The

RFP is part of the customer’s regular review and tendering of its major

contracts.

The RFP process covers a SaaS software platform to create highly

personalized sponsor communications at scale, technically complex

data management, digital document management, and global distributed

print requirements. Responding to the formal RFP and subsequent data

requests involved significant staff time and effort over FY2024. SDL is

pleased with our progress to date, having driven substantial and ongoing

cost savings for the client, through a global distributed print model.

These improvements impacted our FY2024 results, from higher support

costs and somewhat lower revenue as we passed postage savings on

to the client. We continue to be awarded new work by the client on key

programs.

Nevertheless, uncertainty will remain until the customer concludes

its process; SDL reiterates this customer provides a very material

contribution to the Company’s financial outcomes.

FY2024 Business Performance

The New Zealand operations’ refreshed focus on new business activity

following staff changes and restructuring the sales team in late FY2022,

delivered market share gains in FY2023 which continued over FY2024.

Overall volumes of physical mail in New Zealand continue to decline.

NZ Post’s interim result in early 2024 noted a 16% mail volume deduction,

making SDL’s 3% decline in mail lodgements a solid result. New Zealand

revenues also benefited from growth in digital volumes, which is a key

area of focus.

Cash flow from operations was $3.35 million (FY2023

$4.84 million) and the net cash and short-term deposit

position at year end was $7.95 million (FY2023 $6.63

million) which equates to 54 cents per share.

The directors have declared a final dividend of 2.5

cents per share (FY2023 1.5 cents), bringing total cash

dividends for FY2024 of 9.5 cents per share (FY2023

11.5 cents). All dividends are fully imputed. SDL

continues to receive a co-funding International Growth

Fund development grant from NZ Trade & Enterprise

(“NZTE”) up to a maximum amount of $0.6 million over

the grant period. One of NZTE’s conditions is that SDL’s

dividend payout ratio is capped at 50% for the duration

of the grant and the final dividend of 2.5 cents brings the

FY2024 payout ratio to 49.6%.

3 Solution Dynamics | 2024 Annual Report

International operations saw minimal new
business growth beyond a major business

process outsourcing vendor. A major UK customer

re-tendered its customer communications

requirements and SDL successfully retained the

business. Margins will be slightly lower, but the

scope of work and volumes will expand and should

more than offset this.

The Company again achieved broad-based price

increases in New Zealand during the year, although

at a much lower level than in FY2023. This price

increase mainly offset ongoing inflationary

pressures. Staff cost pressures have abated,

with the labour market noticeably softening as

macroeconomic conditions deteriorated.

Several areas of New Zealand operations saw

restructuring, aimed at improving efficiency and

effectiveness and to generate cost savings.

Onboarding new team members presents its own

set of challenges and requires time for them to

become fully integrated and effective. SDL’s primary

focus has been on ensuring the Company is well-

prepared for operational scaling and growth.

FY2024 saw an increase in marketing investments

and enhancing the SDL brand through a brand

refresh with support from NZTE.

Given difficult macroeconomic conditions, ongoing

erosion in New Zealand mail volumes, internal

efforts required to support the major customer

RFP, various cost restructuring activities, and sales

underperformance in international markets, the

Company considers the FY2024 result was a solid

outcome in a highly uncertain environment.

Business Description

SDL operates in the global Customer

Communications market, providing a

comprehensive suite of software technology,

professional services, and managed services

to facilitate the digital transformation of global

customer communications. SDL operates primarily

in New Zealand, North America and the UK,

increasingly supporting global organisations with

customer communications needs. The Company’s

products and services are represented by two

revenue streams:

• Services (split into Digital Printing & Document

Services, and Outsourced Services); and

• Software & Technology.

Services reflects the New Zealand business where

SDL owns and operates mail house activities. Within

Services, Digital Printing & Document Services

revenues are generated from digital printing and

mail house processing for two categories of mail

items: transactional mail, such as invoices and

statements; and direct marketing and promotional

mail. Outsourced Services such as envelope

printing and postage are typically bundled as part

of the total solution albeit generally at much lower

margins.

Software & Technology, reflecting the International

business principally in North America and the UK,

provides a comprehensive suite of global customer

communications cloud solutions. This cloud service

provides a complete global solution while the DMC

(Digital Mail Centre) leverages and extends the

capabilities of the SDL cloud to the desktop through

a simple yet powerful user experience. Primary

components of the SDL technology stack include:

• complex digital document management,

workflow and integration;

• complete digital and print multi-channel

distribution;

• global distributed print integration in over 50

countries;

• digital asset management;

• digital and print campaign optimisation and

management;

• document scanning, workflow and archiving;

• artificial intelligence applied to document

enhancement

• document composition and hyper-

personalisation;

• desktop digital mail centre User Interface (UI);

• data quality and enhancement; and,

• dashboards and analytics.

SDL has several different business models for

international clients. For some, the Company

provides only software and related consulting

services, but for others it also integrates with third

party printing and logistics providers, on which it

will typically earn a modest margin. For these latter

clients, the software charge and print/logistics

4 Directors’ and Management Commentary

margins are typically aggregated into an overall
charge to the customer. This means Software &

Technology revenues are a mix of pure software

and software consulting revenues for some clients,

while others also include third party printing and

logistics revenues that are generated from SDL’s

software. The third-party printing and logistics

revenues are the larger proportion of total Software

& Technology revenue.

The primary focus for most clients is digital

transformation of customer communications,

while improving the efficiency and effectiveness

of printed communications remains vital. The

majority of SDL’s revenue in FY2024 remains from

printed communications, a declining sector, and

our growth, sales focus and differentiation globally

are increasingly around our software and digital

communications transformation.

Total Software & Technology revenue (some of

which is revenue billed from New Zealand) as a

proportion of total revenue was around 65% in

FY2024 (FY2023 around 70%).

Description and Review

of Revenue Streams

Services

Services is the Company’s New Zealand operation

that provides mail house solutions to high-volume

postal mail users in the business-to-consumer

sector. Services operates leased, high-speed digital

colour and monochrome printers. In addition to

digital printing, Services also provides the ancillary

document handling operations such as automated

envelope inserting and flow-wrap.

Services now bases its sales approach around

digital transformation; some of the largest SDL

clients in New Zealand rely on SDL for digital

services from data quality and enhancement,

to digital channel distribution and closed loop

reporting.

Services revenue also includes Outsourced

Services, which encompasses a variety of

outsourced functions or components such as

postage, third party offset printing, freight, paper

and envelopes, and digital channel delivery. The

Company has an access agreement with NZ Post

and an alternative carrier which provides wholesale

rates and bulk mail discounts off retail rates. The

gross profit margins on many of these outsourced

components, especially postage, are low but an

important component of the total solution.

FY2024 saw SDL largely conclude the

implementation of several updated IT systems

to improve efficiency and productivity across

various parts of the business. These include an

end-to-end estimating, ordering, invoicing and

production management information system that

is approximately 90% operational and provides

improved flexibility and control of the Company’s

print operations. A more modern ERP/accounting

package is fully installed, and a new sales CRM

(customer relationship management) system now in

place. A data securities services firm was recently

contracted to provide software and services to

reduce risk of cyber-attacks.

In a declining overall mail market and despite

market share gains, SDL’s mail volumes fell by

around 3% on the prior year (FY2023 mail volumes

rose 2%). The Company increased market share

in New Zealand, including further wins amongst

Councils and several new commercial customers.

The headwinds to physical transactional mail are

exacerbating as rapidly increasing postage rates

accelerate customers’ switch to digital. From 1

July 2024, NZ Post increased its standard medium-

sized letter retail pricing by $0.30 to $2.30 a rise of

15.0%. This is on top of a rise of $0.30 the prior year,

meaning a standard letter price has increased $0.60

or 35.3% in two years. SDL holds a competitive cost

position in the domestic mail house market and has

recently implemented a further broad-based price

increase.

On the digital communications side, SDL’s New

Zealand volume of customer emails rose about

19% (on top of a 5% increase in FY2023) largely as

a result of the switch from physical to electronic

communications. Email volumes are now

approaching the level of physical mail volumes for

SDL, however, the revenue and gross margin for an

electronic communication is significantly lower than

for physical print and mail.

5 Solution Dynamics | 2024 Annual Report

SDL Services Revenue Breakdown
(all figures $000)

FY2024FY2023Percentage

Change

Digital Printing and Document Services4,4494,4310.4%

Outsourced Services and Other Income8,7267,52815.9%

Total Services Revenue13,17511,95910.2%

FY2024 was solid with revenue up 10.2% and the pipeline for FY2025 is robust. While the overall domestic

postal market decline provides an ongoing headwind that makes sustained growth difficult to achieve, the full

year benefit from FY2024 gains, a further round of price increases, plus pipeline opportunities, should underpin

further growth in FY2025.

SDL Software & Technology

Software & Technology generated revenue of $25.1

million in FY2024, a decline of 12.0% on the prior

year’s revenue of $28.5 million.

SDL saw double digit growth in the UK market

as post-COVID recovery in volumes continued.

The Company’s largest customer, based in North

America, saw a decrease in revenue of around

8% (partly timing of orders around end of FY2024

financial year and lower volumes) versus an FY2023

increase of around 7%. Revenue was also down in

North America due to continued weakness in the US

mortgage market and fewer large one-time orders

post COVID.

Software & Technology revenue is partly platform

based, typically under SaaS (software as a service)

arrangements, which can be priced as a monthly

subscription tiered base on volume or on a per

document basis. It also includes revenue where

SDL manages the total communications solution

including document printing and distribution for the

customer. The printing and distribution component

forms the larger part of Software & Technology’s

revenue and is generally lower margin.

SDL has “productised” its global customer

communications platform, DMC, and made it easier

for customers to access and “self serve”. DMC

simplifies onboarding of customers and sending

and tracking of documents through physical and

digital channels. DMC integrates with other SDL

products including the document composition

platform, Composer, and the automation tool,

Autoprod, to enable creation of highly personalised

communications at scale. DMC integrates with

SDL’s print partner network through the Company’s

distributed print platform, Jupiter, to manage and

provide real time status updates on job completion

and mailing. SDL’s expertise in global postage

management delivers significant cost savings by

leveraging DMC to optimise production and delivery

logistics. The Company’s objective is to grow SaaS

platform revenue at a faster rate than print services

by focusing on digital transformation.

Communication channels are no longer “one

size fits all”; customers now receive increasingly

personalised messaging through multi-media

channels. SDL’s software platforms enable one to

one personalisation of each form of communication

whether a customer email, an invoice or account

statement, or a piece of marketing collateral as a

means to enrich and deepen the relationships that

our customers have with their customers.

SDL excels at enabling organisations to drive down

cost of customer communications while improving

client engagement. Leading global brands rely on

the Company’s software to simplify sending of

complex global customer communications through

print and digital channels. SDL’s global network of

mail service providers delivers significant savings

in print and postage costs. As the secular decline in

mail continues, SDL’s software platforms provide an

omni-channel bridge to digital transformation.

For a more detailed view of SDL’s software

solutions, refer to the Company’s website at:

www.solutiondynamics.com/customer-solutions

6 Directors’ and Management Commentary

The International Growth Fund (“IGF”) co-funding
grant from NZ Trade and Enterprise (“NZTE”) to

support a range of market development activities

in North America operated over all of FY2024 (part

year in FY2023). The IGF provides 50:50 co-funding

for eligible project costs up to a maximum of $0.6

million from NZTE over a three-year period from

November 2022. A condition of the co-funding is

that SDL cannot make distributions that exceed

50% of net profit after tax for the duration of the co-

funding agreement.

Financial Performance

SDL’s decline in FY2024 earnings was primarily the effect of lower Software & Technology/International

revenue. A price increase in the local market helped offset inflationary cost pressures.

Gross Profit declined 8.1% from some pressure on Cost of Goods Sold, including some non-recoverable

production costs for a large client. While SG&A costs saw ongoing inflationary pressures across the business,

a focus on productivity gains saw staff numbers tightly managed, although this incurred some one-off

restructuring costs.

EBITDA reduced 15.4% to $4.84 million (FY2023 $5.72 million).

Summary Financial Performance (all figures $000)FY2024FY2023Percentage Change

Total Revenue and Income38,66840,553-4.6%

Less: Cost of Goods Sold23,82424,399-2.4%

Gross Profit14,84416,154-8.1%

Gross Margin (%)38.4%39.6%

Less: Selling, General & Admin (SG&A)10,00910,442-4.1%

EBITDA4,8355,712-15.4%

EBITDA margin (%)12.5%14.1%

Depreciation851965-11.8%

Amortisation5485-36.5%

EBIT3,9304,662-15.7%

Net Interest Received / (paid)-12518n.m.

Income Tax1,2361,2191.4%

Net Profit after Tax2,8193,425-17.7%

Tax rate30.5%26.2%

SDL’s earnings in FY2024 benefited from NZTE’s market development co-funding assistance, which totaled

$0.2 million pre-tax ($0.1 million in FY2023).

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

of a small number of particularly large customer jobs during the year can materially alter the split of first and

second half earnings, with one order slipping from late FY2024 into FY2025 (the order is an annual job and

was included in the FY2023 result).

7 Solution Dynamics | 2024 Annual Report

SDL Half Financial Years
(all figures $000)

2H

FY2024

2H

FY2023

Percent

Change

1H

FY2024

1H

FY2023

Percent

Change

Total Revenue and

Income

15,90217,209-7.6%22,76623,344-2.5%

EBITDA8341,601-47.9%4,0014,111-2.7%

EBITDA margin5.2%9.3%17.6%17.6%

Net Profit after Tax346968-64.3%2,4732,4570.7%

Balance Sheet, Liquidity and Debt

SDL closed the year with net cash (i.e. cash plus short-term cash deposits less interest-bearing debt) on

hand of $7.95 million (FY2023 $6.63 million) or around 54 cents per share. This net cash figure excludes

debt liabilities relating to Right to Use Liabilities arising from the Lease Accounting standard; these

liabilities are approximately offset by Right to Use Assets.

The directors intend to maintain a prudent approach to balance sheet management and are conscious

that a period of more difficult economic times may provide acquisition opportunities. A number of

opportunities have been reviewed but none progressed to date.

A condition of the NZTE IGF grant constrains distributions to 50% of earnings for the term of the grant,

with distributions defined to include both dividends and capital return initiatives such as share buybacks.

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

during FY2024.

Selected Balance Sheet and Cashflow Figures

(all figures $000)

FY2024FY2023Change

Net Cash and Short-term Deposits/(Debt & Borrowings)7,9506,6281,322

Non-Current Assets1,7451,850-105

Right of Use Assets1,7952,188-393

Net Other Assets/(Liabilities)-673-1,065392

Right of Use Liabilities-1,815-2,250435

Net Assets9,0027,3511,651

Cashflow from Trading3,4294,740-1,311

Movement in Working Capital-74103-177

Cash Inflow from Operations3,3554,843-1,488

Capital expenditures for the year totalled around $0.1 million (FY2023 $0.3 million), largely relating to

laptops and IT hardware. The Company does not capitalise any software development.

Net assets include intangible assets of around $1.1 million, which is all goodwill and subject to an annual

impairment test.

SDL operates with a largely neutral working capital balance, meaning growth typically does not require

additional investment of capital, although international expansion and larger “lumpier” contracts means

month-to-month and intra-month cash flow movements fluctuate significantly.

8 Directors’ and Management Commentary

Taxation and Dividends
SDL pays full New Zealand tax on locally generated earnings. The higher tax rate is FY2024 is partly the

result of US tax payments (including state taxes).

SDL intends to pay dividends only to the extent that it can fully impute them and also subject to the

Company not experiencing any one-off requirements for abnormal capital expenditure or any significant

acquisition or investment activity. NZTE’s IGF co-funding 50% distribution cap limited the FY2024 final

dividend to 2.5 cents per share.

Earnings and Dividends per ShareFY2024FY2023Percentage Change

Closing Shares on Issue (‘000)14,72014,7200.0%

Reported Earnings per Share (cents)19.223.3-17.6%

Dividend per Share (cents)9.511.5-17.4%

Dividend Proportion Imputed100.0%100.0%

Dividend Payout Ratio49.6%49.4%

The final dividend of 2.5 cents per share will be fully imputed and paid on 27 September 2024.

The number of shares on issue was unchanged year-on-year. At financial year end, the Company had

outstanding ESOP rights to four key staff members in the plan (including the CEO) who collectively hold

rights to 0.6 million shares.

Risk Factors

Physical mail volumes in New Zealand and

worldwide are continuing to show structural decline,

especially for transactional mail. As previously

noted, NZ Post standard-mail retail postage rates

have increased 15.0% for FY2024 (on top of a 17.6%

increase for FY2023). The Company has several key

domestic contracts that, if lost, could place material

pressure on local profitability although much of this

is under medium-term contract. SDL reiterates its

expectation that consolidation in the New Zealand

print market is inevitable, with some current signs

of capacity rationalisation underway. The Company

will not participate unless there is clear value

enhancement for shareholders.

SDL’s largest five customers accounted for 60% of

revenue. Loss of one or more of those, particularly

the Company’s largest customer (currently running

an ongoing RFP for its communications services

work provided by SDL), would cause financial

results to change very materially.

The Company’s software provides critical document

management, distributed print, and storage

functions for its clients. SDL needs to ensure

it continues to maintain appropriate levels of

software development quality control, along with

well-trained staff for software delivery and support.

Cyber and data security is a known high-risk area.

The Company regularly reviews its IT and data

security arrangements including the use of external

consultants.

The Company operates a single site facility for its

New Zealand print and mail house production, with

an offsite for data and server backup. The directors

are conscious of the operational risk a single

site implies for digital imaging and mail house

operations. SDL has a reciprocal disaster recovery

(“DR”) plan with another printer, as well as a degree

of backup capability with a division of its major print

equipment supplier.

The Company mainly relies on distribution channel

partners to market its software products into

the UK, Europe and the US. This means SDL has

9 Solution Dynamics | 2024 Annual Report

Patrick Brand
Chief Executive Officer

John McMahon

Director (Chairman)

little or no contact with many of the end user

customers of its products. While these channel

partner arrangements are currently stable there is

no guarantee these arrangements will continue. SDL

aims to ensure its software meets channel partner

requirements.

While the risks noted represent ongoing challenges

and headwinds, the market opportunities to

help organisations with their global customer

communications digital transformation can be

significant. SDL holds a leadership position in

global postage management and distributed print,

capturing significant savings as the first step in the

digital transformation journey. Leading brands rely

on SDL’s digital document management platform

and the Company’s sales and marketing efforts

are to enable growth in key vertical global markets

and offer longer term paybacks. Nevertheless, the

shorter-term headwinds in the global environment,

especially relating to macroeconomic conditions,

are producing significant uncertainty and this could

materially affect the Company’s results.

FY2025 Outlook

Domestically, SDL is continuing to win new business,

although the overall decline in the print and mail

house market continues unabated, exacerbated by

continued increases by postal operators globally,

including NZ Post, in postage rates. This is inevitably

hastening the move from physical to digital

communications. SDL is continuing to lead with a

“digital first” approach, to help our clients create

more effective communications tailored by channel.

The annualised effect of wins in FY2024, along with

a strong pipeline of opportunities, should see SDL’s

New Zealand operations continue to expand.

Internationally, gaining new business has been

difficult, driven by economic weakness, rising

prices, and customer focus on cost cutting in

the face of rapidly rising postal rates. SDL is in

the process of enhancing its digital solutions

by integrating artificial intelligence (AI) into its

customer communications platform. The company’s

customers have language translation needs that

SDL is targeting as an initial AI application. A

software-based approach to language translation

leveraging AI can significantly improve the speed

and lower the cost compared to third party

translation services. We also see opportunities in

the government sector for AI assisted language

translation to better serve citizens and comply with

regulations. We are investing in sales and marketing

local to the US to increase market awareness.

Regaining International sales momentum is a key

and critical priority for success in FY2025 and

beyond.

SDL noted in mid-2023 that its largest customer

would review its communications contracts by

issuing a Request for Proposal (“RFP”) tender for the

work the Company has undertaken for around five

years. The customer has stated it is very satisfied

with SDL’s service quality and operational flexibility

and that the RFP is part of the customer’s periodic

review of its large contracts. The RFP was issued

in mid-2023 and has been responded to, along with

subsequent data requests. The RFP covers complex

data and global distributed print and logistics,

and the timing of the outcome remains uncertain.

SDL continues to win new projects with this client,

reaffirming our value. This customer is very material

to SDL and every effort will be undertaken to ensure

the business is retained, although an RFP process

inevitably carries significant risk for the Company.

The ongoing delays to the RFP, and its outcome,

make providing guidance for the financial year

ahead difficult. The directors have decided to

defer providing FY2025 earnings guidance until

the result of the RFP is known and the commercial

implications can be assessed. At this stage, the

first half result for FY2025 is likely to be largely

unaffected.

In addition to the large-customer-specific risk,

the Company cautions that significant volatility

in results is possible and a number of factors,

especially macroeconomic headwinds, are outside

the Company’s control.

10 Directors’ and Management Commentary

Key Financial Trend Metrics
Revenue and Income ($ 000)

Revenue CAGR (10 yr) 13.5%

Software CAGR (8 yr) 24.1%

Print/Mail CAGR (8 yr) 1.7%

EBITDA ($ 000)

CAGR (10 year) 19.1%

EBITDA is as reported in financial statements,

noting this is affected by the change of accounting

standard to NZ IFRS 16 (accounting for leases) in

FY2020 (increases reported EBITDA) so FY2020

onwards is not comparable with prior years.

Net Profit ($ 000)

CAGR (10 year) 18.9%

Reported net profit. Note that SDL paid no tax from

FY2012 to FY2014.

Dividends

CAGR (from FY15 dividend) 22.8%

Cents per share (excludes imputation credits).

All dividends are fully imputed.

0

5,000

10,000

15,000

20,000

25,000

30,000

35,000

40,000

45,000

FY 12FY 13FY 14FY 15FY 16FY 17FY 18FY 19FY 20FY 21FY 22FY 23FY 24

Orange bar is Software & Technology

Blue bar is Print/Mailhouse

0.00

2.00

4.00

6.00

8.00

10.00

12.00

14.00

FY 12FY 13FY 14FY 15FY 16FY 17FY 18FY 19FY 20FY 21FY 22FY 23FY 24

-1,000

-500

0

500

1,000

1,500

2,000

2,500

3,000

3,500

FY 12FY 13FY 14FY 15FY 16FY 17FY 18FY 19FY 20FY 21FY 22FY 23FY 24

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

14.0%

16.0%

0

1,000

2,000

3,000

4,000

5,000

6,000

FY 12FY 13FY 14FY 15FY 16FY 17FY 18FY 19FY 20FY 21FY 22FY 23FY 24

11 Solution Dynamics | 2024 Annual Report

Independent Auditor’s
Report

Grant Thornton New Zealand Audit Limited

L4, Grant Thornton House

152 Fanshawe Street

PO Box 1961

Auckland 1140


T +64 9 308 2570

www.grantthornton.co.nz







Chartered Accountants and Business Advisers

Member of Grant Thornton International Ltd.








To the Shareholders of Solution Dynamics Limited

Report on the Audit of the Consolidated Financial Statements


Opinion

We have audited the consolidated financial statements of Solution Dynamics Limited (the “Company”) and its subsidiaries (the

“Group”) on pages 16 to 43 which comprise the consolidated statement of financial position as at 30 June 2024, and the

consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of

cash flows for the year then ended, and notes to the financial statements, including a summary of material accounting policy

information.

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

of the Group as at 30 June 2024 and its financial performance and cash flows for the year then ended in accordance with New

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

Standards Board and International Financial Reporting Standards (“IFRS”).

Basis for Opinion

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

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

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

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

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

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

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

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

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

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

in the Group.



Independent Auditor’s Report


12 Independent Auditor’s Report



Chartered Accountants and Business Advisers

Member of Grant Thornton International Ltd.

Key Audit Matters

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

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

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

these matters.


Key audit matters

Our procedures to address the key audit matter

Carrying Value of Goodwill


The Group has significant goodwill of $1.06 million

arising from historical acquisitions of businesses (refer

to note 4.5). Goodwill is allocated across the Group’s

software cash generating units. The inherent

uncertainty involved in forecasting and discounting

future cash flows is one of the key judgement areas

that our audit concentrated on.

The uncertainty is affected by several factors

including general market trends, current environment

and economic factors, the number of new customers

and future demand for the software solutions. All of

which form the basis for assessment of the carrying

value of the goodwill balance.




For this key audit matter our audit procedures included assessment

of the Group’s forecast and budgeting procedures used to form the

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

historical budget to actual performance and compared its future

projections to prior year actual results, testing the reasonableness

of forecasting assumptions. In addition, we performed our own

assessments in relation to key inputs such as projected revenue

growth, cost and overhead inflation expectations and discount rates

used and engaged an internal expert for peer review on the

impairment assessment.


We further evaluated the reasonableness where changes to inputs,

methodology or assumptions from the prior year have occurred.


We assessed the Group’s disclosures around the sensitivity in key

assumptions fairly reflected the risks inherent in the carrying value

of the goodwill balance

.


Accuracy of revenue


The Group recognised revenue of $38.25 million for

the year ended 30 June 2024 (2023: $40.44 million)

comprising sale of goods and rendering of services

under contract (refer to note 3.1). Due to the

significance of revenue to the financial statements, it

has been included as a key audit matter. There are

several factors that could impact the revenue

recognition including:


• Delivery may not have occurred before year

end resulting in recorded sales being

recognised in the incorrect accounting

period.

• Revenue recognised from the sale of

products and services may be at a point in

time or over time with reference to the

various performance obligations existing with

customers.

• Revenue may include estimates and

judgements that impact the amount of

revenue recognised.



For the key audit matter our audit procedures included evaluating

the Group’s recognition of revenue by assessing the procedures

and controls in place and ensuring appropriate revenue recognition

policies have been applied.


In relation to sales not being recorded in the correct period, we

tested a sample of sales transactions recognised or adjusted either

side of year end to substantiate the appropriate terms of the

relevant contracts had been satisfied and the transaction had been

recognised in the correct period in line with contract performance

obligations.


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

of transactions, invoices raised and cash receipts.


For contracts recognised over time we reperformed the calculation,

based on sampling, of revenue to be recognised during the year

and agreed the assumptions used in determining the various

performance obligations to supporting documentation.




13 Independent Auditor’s Report



Chartered Accountants and Business Advisers

Member of Grant Thornton International Ltd.

Other Information

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

the 2024 Financial key points, Directors’ and Management Commentary, Statutory Information and Statement of Corporate

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

thereon.

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

audit opinion or assurance conclusion thereon.

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

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

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

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

report in this regard.

Directors’ Responsibilities for the Consolidated Financial Statements

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

statements in accordance with NZ IFRS, and for such internal control as the Directors determine is necessary to enable the

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

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

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

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

realistic alternative but to do so.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material

misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance

is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (NZ) will always detect a

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

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

consolidated financial statements.

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

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

Restriction on use of our report

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

state to the Company’s shareholders, as a body those matters which we are required to state to them in an auditor’s report

and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other

than the Company and the Company’s shareholders, as a body, for our audit work, for this report or for the opinion we have

formed.

Grant Thornton New Zealand Audit Limited


R Campbell

Auckland


22 August 2024

14 Independent Auditor’s Report

CONSOLIDATED
FINANCIAL STATEMENTS

For the year ended 30 June 2024

Consolidated Financial Statements
Consolidated Statement of Comprehensive Income

For the year ended 30 June 2024

Note2024

$000

2023

$000

Revenue from contracts with customers3.138,25240,443

Other income3.1416110

Total Revenue and Income38,66840,553

Cost of sales 3.223,82424,399

Selling, general & Administration 3.210,00910,442

Earnings before Interest, Tax, Depreciation & Amortisation

(EBITDA)

3.64,8355,712

Depreciation4.4, 4.7851965

Amortisation 4.55485

Finance costs 5.4(125)18

Profit before Income Tax4,0554,644

Income tax3.31,2361,219

Net Profit after Income Tax2,8193,425

Other Comprehensive Income

Items that may be reclassified subsequently to profit and loss:

Exchange gain/(loss) on translation of foreign operations 60(5)

Other Comprehensive Gain / (Loss) Net of Tax60(5)

Total Comprehensive Income for the Year2,8793,420

Earnings per Share – Net Profit after TaxCentsCents

Basic earnings per share3.419.223.3

Diluted earnings per share3.419.222.9

The accompanying notes on pages 20 – 43 form part of the Consolidated Financial Statements.

16 Consolidated Financial Statements

Consolidated Statement of Changes in Equity
For the year ended 30 June 2024

Share Capital

$000

Employee

Share Option

Plan

$000

Foreign Currency

Translation

Reserve

$000

Accumulated

Profit

$000

Total Equity

$000

Balance 30 June 20225,57465(34)3095,914

Issue of share options to

employees

-77--77

Dividends paid---(2,060)(2,060)

Transactions with Owners-77-(2,060)(1,983)

Profit for the year after tax---3,4253,425

Other comprehensive income--(5)-(5)

Total Comprehensive Income--(5)3,4253,420

Balance 30 June 20235,574142(39)1,6747,351

Issue of share options to

employees

-24--24

Dividends paid---(1,252)(1,252)

Transactions with Owners- 24-(1,252)(1,228)

Profit for the year after tax---2,8192,819

Other comprehensive income--60-60

Total Comprehensive Income--602,8192,879

Balance 30 June 20245,574166213,2419,002

17 Solution Dynamics | 2024 Annual Report

Consolidated Statement of Financial Position
As at 30 June 2024

Note2024

$000

2023

$000

Current Assets

Cash and cash equivalents4.14,9506,628

Short-term cash deposits4.13,000-

Trade & other receivables4.23,8614,565

Inventories 4.8271179

Prepayments470311

Total Current Assets12,55211,683

Current Liabilities

Trade and other payables4.33,9234,434

Provision for taxation 281478

Deferred contract revenue216336

Lease liability5.2735676

Employee benefit liabilities4.6855872

Total Current Liabilities6,0106,796

Working Capital6,5424,887

Non-Current Assets

Property, plant & equipment4.7278602

Right of use assets4.41,7952,188

Goodwill & intangible assets4.51,2411,061

Deferred tax benefit3.3226187

Total Non-Current Assets3,5404,038

Non-Current Liabilities

Lease liability5.21,0801,574

Total Non-Current Liabilities1,0801,574

Net Assets9,0027,351

Equity

Share capital5.15,5745,574

Employee share option plan166142

Foreign currency translation reserve21(39)

Accumulated profit3,2411,674

Total Equity9,0027,351

For and on behalf of the Board who approved these financial statements for issue on 22 August 2024.

John McMahon – Director Andy Preece – Director

(Chairman) (Chairman Audit & Risk Management Committee)

The accompanying notes on pages 20–43 form part of the Consolidated Financial Statements.

18 Consolidated Financial Statements

Consolidated Statement of Cash Flows
Note2024

$000

2023

$000

Cash Flows from Operating Activities

Cash was provided from:

Receipts from customers41,56542,315

Other income416110

41,98142,425

Cash was applied to:

Payments to suppliers26,21025,067

Payments to employees10,95710,909

Income tax paid1,2361,219

GST and VAT paid223387

38,62637,582

Net Cash Inflows from Operating Activities 3.53,3554,843

Cash Flow from Investing Activities

Cash was applied to:

Transfer to short-term cash deposits3,000-

Purchase of property, plant and equipment & capital works in progress64275

Purchase of software & intangible assets17-

3,081275

Net Cash Outflows from Investing Activities(3,081)(275)

Cash Flows from Financing Activities

Cash was applied to:

Payment of dividends1,2522,060

Interest paid125136

Interest received(250)(118)

Lease liability payments 825871

1,9522,949

Net Cash Outflows from Financing Activities(1,952)(2,949)

Net Change in Cash and Cash Equivalents(1,678)1,619

Add cash and cash equivalents held at beginning of year6,6285,009

Cash and Cash Equivalents at End of Year 4.14,9506,628

The accompanying notes on pages 20 – 43 form part of the Consolidated Financial Statements.

19 Solution Dynamics | 2024 Annual Report

Notes to the Consolidated Financial Statements
For the year ended 30 June 2024

The notes to the consolidated financial statements are presented as follows:

1. Corporate Information

2. Basis of preparation

2.1 Statement of compliance

2.2 Basis of measurement and consolidation

2.3 Changes to accounting policies

2.4 Standards issued not yet effective

3. Group performance

3.1 Revenue, Income, and Segment Reporting

3.2 Expenses

3.3 Income and deferred tax

3.4 Earnings per share

3.5 Reconciliation (cash flows)

3.6 Non-GAAP performance measures

4. Assets and liabilities

4.1 Cash and cash equivalents

4.2 Trade & other receivables

4.3 Trade & other payables

4.4 Right of use assets

4.5 Goodwill and intangible assets

4.6 Employee benefit liabilities

4.7 Property, Plant and Equipment

4.8 Inventories

5. Debt and Equity

5.1 Share capital

5.2 Lease liabilities

5.3 Employee share option plan

5.4 Net finance cost

6. Capital and financial risk management

6.1 Capital management

6.2 Financial risk management

6.1a Credit risk

6.1b Market risk: Foreign currency risk

6.1c Market risk: Interest rate risk

6.1d Liquidity risk

6.3 Financial instruments by category

7. Other information

7.1 Related party transactions

7.2 Capital Commitments

7.3 Contingent liabilities

7.4 Events after reporting date

20 Consolidated Financial Statements

1. Corporate Information
The consolidated financial statements include the accounts of Solution Dynamics Limited (SDL or Company)

and its subsidiaries, collectively the Group for the year ended 30 June 2024 were authorised for issue in

accordance with a resolution of directors on 22 August 2024.

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

New Zealand Stock Exchange (NZX). The registered office is located at 18 Canaveral Drive, Albany in Auckland.

Details on subsidiaries is provided below:

Proportion of Ownership Interests (%)

Entity nameCountry of Incorporation and

Primary Place of Business

20242023

Solution Dynamics International

Limited

United Kingdom100%100%

Solution Dynamics IncorporatedUnites States of America 100%100%

Déjar International Limited New Zealand100%100%

Nature of Operations

The Group offers a range of integrated solutions

encompassing data management, electronic digital

printing, document distribution, web presentation

and archiving, fulfilment, traditional print services,

scanning, data entry and document management.

Accounting Framework

The parent company, Solution Dynamics Limited,

is a profitoriented entity, domiciled in New Zealand,

registered under the companies Act 1993 and listed

on the New Zealand Stock Exchange. Solution

Dynamics Limited is an FMC Reporting Entity under

the Financial Markets Conducts Act 2013 and the

Financial Reporting Act 2013.

• Preparation of the consolidated financial

statements

• comply with International Financial Reporting

Standards (NZ IFRS)

• have been prepared in accordance with Generally

Accepted Practice in New Zealand (NZ GAAP)

• and other authoritative pronouncements issued

by the New Zealand Accounting Standards Board

(NZ ASB).

2. Basis of preparation

2.1 Statement of Compliance

The consolidated financial statements of the

Group comply with New Zealand Equivalents

to International Financial Reporting Standards

(NZ IFRS) and International Financial Reporting

Standards (IFRS) as appropriate for a profit

orientated entity.

Re-presentations

To improve disclosure effectiveness, the Group

has made a number of reclassifications to the

Financial Statements in the current year.

The previously separate Income Statement

and Statement of Comprehensive Income have

been combined into the Statement of Profit or

Loss and Other Comprehensive Income.

The simplifications have also resulted in a

number of segregation and amendments

where line items are not material and affected

comparatives have been re-presented for

consistency. These re-presentations have not

had an impact on the Profit after tax or Total

Comprehensive Income in the Statement

of Profit or Loss and Other Comprehensive

Income, Net Assets in the Statement of

Financial Position, or the Net increase/

(decrease) in cash presented in the statement

of Cash Flows.

21 Solution Dynamics | 2024 Annual Report

2.2 Basis of measurement and consolidation
(i) Rounding and presentation

Items included in the consolidated financial

statements are measured using the currency

of the primary economic environment in which

the entity operates (the ‘functional currency’).

The consolidated financial statements are

presented in New Zealand dollars, which

is the Company’s functional currency and

presentation currency and expressed in $000’s.

The consolidated financial statements have

been prepared under the assumption that the

Group operates as a going concern.

(ii) Measurement

The consolidated financial statements

have been prepared on the historical cost

basis but modified, where applicable, by the

measurement and/or disclosure of fair value of

selected financial assets and financial liabilities

(refer note 6.3).

(iii) Group entities

All subsidiaries have a 30 June 2024 reporting

date and consistent accounting policies are

applied.

Accounting policies are selected and applied

in a manner which ensures that the resulting

financial information satisfies the concepts of

relevance and reliability, thereby ensuring that

the substance of the underlying transactions or

other events is reported.

(iv) Material accounting policies and Critical

Accounting Judgements and Key Sources of

Estimation Uncertainty

The Group’s material accounting policy

information is provided in the relevant notes to

the financial statements.

In the application of the Group’s accounting

policies, the directors are required to make

judgements, estimates and assumptions

about the carrying amounts of assets and

liabilities that are not readily apparent from

other sources. The estimates and associated

assumptions are based on historical experience

and other factors that are considered to be

relevant. Actual results may differ from these

estimates.

The estimates and underlying assumptions

are reviewed on an on-going basis. Revisions

to accounting estimates are recognised in the

period in which the estimate is revised if the

revision affects only that period, or in the period

of the revision and future periods if the revision

affects both current and future periods.

Information regarding the Group’s Critical

Accounting Judgements and Key Sources

of Estimation Uncertainty is provided in the

relevant notes to the financial statements,

including:

• Annual goodwill impairment testing

(Note 4.5).

• Right-of-use assets (Note 4.4).

2.3 Changes in Accounting Policies

The accounting policies and disclosures are

consistent with those of the previous year.

2.4 Standards issued not yet effective

At the date of authorisation of these financial

statements, several new, but not yet effective

interpretations to existing standards had been

published by the International Accounting

Standards Board (IASB) and External Reporting

Board (XRB). NZ IFRS 18 was released in

April 2024 and will be effective for the annual

reporting period starting on or after 1 January

2027. The Group has not implemented any

of these amendments to existing Standards

earlier than the planned release. The impact of

NZ IFRS 18 has not yet been evaluated in the

current fiscal year.

Management anticipates that all relevant

pronouncements will be adopted for the first

period beginning on or after the effective

date of the pronouncement. New Standards,

amendments and Interpretations not adopted

in the current year have not been disclosed as

they are not expected to have a material impact

on the Group’s financial statements.

3. Group performance

This section of the notes to the Consolidated

financial Statements provides information on the

Group’s financial performance and the returns

provided to equity holders, including:

3.1 Revenue, Income, and Segment Reporting

3.2 Expenses

3.3 Income and deferred tax

3.4 Earnings per share

3.5 Reconciliation (cash flows)

3.6 Non-GAAP performance measures

22 Consolidated Financial Statements

3.1 Revenue, Income, and Segment Reporting
Accounting policy

Revenue is recognised when control of a

product or service, or a distinct performance

obligation is transferred to the customer. Where

multiple products or services are sold in a

single arrangement, revenue is recognised for

each distinct good or service.

Digital Printing & Document Services revenue

Service revenue is earned from providing mail

house operations, high-volume postal business

and ancillary document handling operations

such as automated envelope inserting and

flow-wrap. The lodgement and distribution of

these documents is managed using a variety of

machines and processes.

Alongside our services, we offer Digital Mail

Centre (DMC) enabling customers/users to

generate print, email, or SMS communications

from pre-configured templates. Customer/users

manage and create their own templates using

template builders within the system.

Revenue is recognised over time using the

output method as the relevant services are

completed and delivered to the customer.

Outsourced Services revenue

Outsourced services revenue is earned on

combined functions or components such as

postage, third party offset printing, freight,

paper and envelopes. These are integrated

into the above service offerings. Long-term

arrangements have been established with key

suppliers such as NZ Post, for the provision of

these services.

For performance obligations involving the

delivery of goods (e.g., paper, envelopes),

revenue is recognised at the point in time when

control is transferred to the customer, usually

upon receipt of the goods.

For services where the customer benefits

from the service as it is performed, revenue is

recognised over time via the output method.

The measure of progress toward satisfying

these performance obligations is determined

based on the extent of services delivered or

consumed by the customer during the period.

Digital Software & Technology revenue

Software platforms are leveraged to onboard

customers, facilitate the sending and tracking

of documentation through physical and digital

channels and manage archiving and retrieval

processes using a SaaS model (software as

a service arrangement). Revenue earned from

the platform can be structured as a monthly

subscription or charged on a per-document

basis.

Revenue earned is recognised over-time via the

output method as customers simultaneously

and continuously derive the benefit from their

subscription rights or at a point in time on a per-

document basis as the performance obligation

is met instantly with a customer self-generated

digital print.

Segment reporting

The Group operates in one business segment,

the supply of customer communication

solutions. These include a range of integrated

document management products and services

separated into three streams; Software &

Technology, Digital Printing & Document

Handling Services and Outsourced revenue.

An overhead structure including sales,

marketing and administration departments

provides services for all of the above revenue

streams.

There are no reconciling items in this note due

to the management information provided to

the Chief Operating Decision Maker, the CEO

Patrick Brand, being compiled using the same

standards and accounting policies as those

used to prepare the financial statements.

23 Solution Dynamics | 2024 Annual Report

3.1 Revenue from contracts with customers
2023Digital Printing &

Document Services

Outsourced

Services Revenue

Digital Software &

Technology Revenue

Total

Revenue recognised

over time

4,4316,50927,09238,032

Revenue recognised

at a point in time

-1,0191,3922,411

Total 4,4317,52828,48440,443

2024Digital Printing &

Document Services

Outsourced

Services Revenue

Digital Software &

Technology Revenue

Total

Revenue recognised

over time

4,4497,70023,80335,952

Revenue recognised

at a point in time

-1,0261,2742,300

Total 4,4498,72625,07738,252

Other income

2024

$000

2023

$000

Government grant income19980

Other income21730

Other Income416110

24 Consolidated Financial Statements

3.1(a) Segment Consolidated Statement of Profit or Loss
Note2024

$000%

2023

$000%

Software & Technology25,07765%28,48470%

Digital Printing & Document Handling Services4,44911%4,43111%

Outsourced services 8,72623%7,52819%

Other Income4161%1100%

Total Revenue and Income38,668 100%40,553100%

Less cost of sales23,82462%24,39960%

Gross Margin14,84438%16,15440%

Selling, general & administration10,00926%10,44225%

Earnings before Interest, Tax, Depreciation &

Amortisation

3.64,835 12%5,71214%

Less:

Depreciation8512%9652%

Amortisation540%850%

Interest(125)(0%)180%

Tax1,2363%1,2193%

Operating Profit2,8197%3,4258%

(ii) Segment Assets

Assets are not segmented between service streams.

(iii) Information about Top Five Customers

Included in revenues for the Group of $38.25 million (2023: $40.39 million) are revenues of $23.09 million

(2023: $23.70 million) which arose from sales to the top five customers in the Group.

3.1(b) Geographical Information

The Group has customers in New Zealand, Australia, United States of America and Europe.

Revenue from External CustomersNon-Current Assets

2024

$000

2023

$000

2024

$000

2023

$000

New Zealand15,28814,7263,5294,032

Australia1,333536--

United States of America18,36022,214-1

Europe3,2712,967115

Total38,25240,4433,5404,038

25 Solution Dynamics | 2024 Annual Report

3.2 Expenses
Note2024

$000

2023

$000

Auditor’s Remuneration

Audit fees – statutory audit10975

Tax compliance and advisory services-15

Total Auditors’ Remuneration10990

Employee benefit Expenses

Directors’ remuneration - directors fees288268

Short-term employee benefits10,11010,173

Defined contribution plans588559

Share-based payment expense 2477

Freight, print & postage18,37619,079

Other expenses

4,338

4,428

FX loss-167

Total Operating Expenses 33,83334,841

3.3 Income and deferred tax

3.3(a) Current Tax

2024

$000

2023

$000

Income tax expense comprises:

Current tax expense1,2751,201

Deferred tax movement relating to the origination and reversal of

temporary differences

(39) 18

Total Tax Expense1,2361,219

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

Net profit before income tax4,0554,644

Income tax at company tax rate (1)1,1351,300

Permanent differences1189

Under / (over) provision in prior years31(105)

Other59(65)

Income Tax Expense1,2361,219

(1) The Group tax rate of 28% (2023: 28%) has been used. This is the tax rate applicable to the territory where Solution

Dynamics Limited, the primary tax paying entity, is domiciled.

At 30 June 2024 there are imputation credits available of $597,176 (2023: $522,848) for use in

subsequent reporting periods.

26 Consolidated Financial Statements

3.3(b) Deferred Tax Asset
2024

$000

2023

$000

Temporary Differences

Depreciable and amortisable assets(6)(7)

Accruals and provisions232194

Deferred Tax Asset on Temporary Differences Recognised226187

Deferred tax assets arising from deductible temporary differences are only recognised to the extent that

it is probable that taxable profits will be available against which the deductible temporary differences can

be utilised.

2024

$000

2023

$000

Deferred Tax Asset Movement

Balance at beginning of period187207

Current year movement through profit or loss39(20)

Balance at End of Year226187

3.4 Earnings Per Share (EPS)

20242023

Net Profit for the Year Attributable to Ordinary Shareholders

($000)

2,8193,425

Basic

Weighted Average Number of Ordinary Shares (000’S)14,72014,720

CentsCents

Basic Earnings Per Share19.223.3

Basic earnings per share is calculated by dividing the net profit after tax attributable to equity holders

of the Company by the weighted average number of ordinary shares outstanding during the reporting

period, adjusted for bonus elements in ordinary shares issued during the reporting period.

20242023

Diluted

Weighted average number of ordinary shares (000’s)14,72014,720

Adjustment for share options (000’s)-220

Weighted Average14,72014,940

CentsCents

Diluted Earnings per Share19.222.9

Diluted earnings per share are calculated by adjusting the weighted average number of ordinary shares

outstanding to assume conversion of all potentially dilutive ordinary shares. Options are convertible into

the Company’s shares and are therefore considered dilutive securities for diluted earnings per share.

27 Solution Dynamics | 2024 Annual Report

3.5 Reconciliation of net profit after income tax for year with net cash inflow from operating activities
2024

$000

2023

$000

Net profit after income tax2,8193,425

Adjustments:

Depreciation and amortisation of assets9051,050

Loss / (gain) on foreign exchange(217)168

Bad and doubtful debts-(15)

Net Interest expense (125)18

Other non-cash items4794

Cash Flow from Trading3,4294,740

Add movements in working capital:

Increase / (decrease) in trade & other receivables659(504)

Decrease / (increase) in inventories and work in progress (92) 54

Decrease / (increase) in prepayments(176)105

Decrease / (increase) in trade creditors & other current liabilities(666)457

Increase/ (decrease) in other non-financial liabilities177(85)

Increase / (decrease) in employee benefit liabilities2476

Net Movement in Working Capital(74)103

Net Cash Flows from Operating Activities3,3554,843

3.6 Non-GAAP performance measure

The Group uses a non-GAAP performance measure, Earnings before Interest, Tax, Depreciation,

Amorisation (EBITDA), that is not prepared in accordance with NZ IFRS. EBITDA is included in the

financial statements of the Group to provide useful information to readers in order to assist in the

understanding of the Group’s financial performance. EBITDA should not be viewed in isolation nor be

used as a substitute for measures reported in accordance with NZ GAAP.

The Group calculates EBITDA by adding back depreciation and amortisation, finance expense and

income, tax expense and subtracting finance income. A reconciliation of the Group’s EBITDA is provided

below and based on amounts taken from, and consistent with, those presented in these financial

statements.

Reconciliation of Net Profit before Tax to EBITDA

2024

$000

2023

$000

Net profit before income tax4,0554,644

Less: Interest income (250)(118)

Add back: Finance expense125136

Add Back: Depreciation and amortisation expenses 9051,050

Earnings before Other Income and Expense, Income Tax,

Depreciation and Amortisation (EBITDA) 4,835 5,712

28 Consolidated Financial Statements

4. Assets and Liabilities
This section of the notes to the Consolidated financial Statements provides information on the Group’s

short-term assets and liabilities that impact the Group’s net operating cash flows, as long-term assets

utilised in business operations to generate returns to shareholders, including:

4.1 Cash and cash equivalents

4.2 Trade & other receivables

4.3 Trade & other payables

4.4 Right of use assets

4.5 Goodwill and intangible assets

4.6 Employee benefit liabilities

4.7 Property, Plant and Equipment

4.8 Inventories

4.9 Other liabilities

4.10 Other assets

4.1 Cash & Cash Equivalents

2024

$000

2023

$000

Cash at bank4,9506,628

Total Cash and Cash Equivalents 4,9506,628

Interest rates on cash and cash equivalents:

Cash at bank 3.65% - 4.80% (2023: 3.50% - 3.65%)

Solution Dynamics has a $200,000 overdraft facility in place with the ANZ Bank at an interest rate

of 15.70% p.a. (2023: 12.05%). This facility, which was unused as at 30 June 2024, is to support the

operational requirements of the Group. It is interest only and is secured by first ranking debenture over

the assets of the Group.

2024

$000

2023

$000

Short-term cash deposits (less than 6 months maturity)3,000-

Total Short-Term Cash Deposits 3,000-

Funds in short-term cash deposits are accessible following a 30-day notice period.

Interest rates on short-term cash deposits:

Short-term cash deposits 5.50% – 6.19%

As at 30 June 2024 the ANZ Bank has imposed no financial covenants to secure the existing facilities.

The Group holds a net cash position with no bank debt (2023: $Nil).

As at 30 June 2024 SDL provided commercial guarantees totaling $64,500 (2023: $74,500) to the Group’s

suppliers.

29 Solution Dynamics | 2024 Annual Report

4.2 Trade & Other Receivables
2024

$000

2023

$000

Trade receivables3,8924,439

Credit loss allowance(79)(79)

Total Trade Receivables3,8134,360

Sundry debtors48205

Total Trade and Other Receivables3,8614,565

Trading terms & aging of past due trade receivables

The Group’s trading terms require settlement by the 20th of the month following the date of invoice. At

the reporting date the Group had past due debtors of $530,000 (2023: $204,000) for which an allowance

of $79,000 (2023: $79,000) was made. With average receivables at 13.62% of total receivables (2023:

6.31%) there has not been a significant change in credit quality, therefore the amounts are considered

recoverable. The Group does not hold any collateral over these balances.

2024

$000

2023

$000

30 – 60 days371168

60 – 90 days7436

90 – 120 days85-

Total Overdue Trade Receivables530204

Movement in allowance for credit losses

2024

$000

2023

$000

Balance at the beginning of the reporting period7994

Accounts written off as uncollectable or (recovered)-(15)

Total Allowance for Credit Losses7979

In assessing the recoverability of trade receivables, the Group considers any change in the quality of

the trade receivables from the date that the credit was initially granted up to the reporting date. The

concentration of credit risk is limited with the largest customer comprising 18.6% (2023: 37.1%) of the

gross trade receivable balance, as at 30 June 2024 92% of the outstanding balance was less than 60

days old (2023: 98.0%). Accordingly, the directors believe that no further adjustments are required in

excess of the allowance for credit losses.

The directors do not consider there to be any expected credit loss in addition to the credit losses

recorded above.

30 Consolidated Financial Statements

4.3 Trade and other payables
Note2024

$000

2023

$000

Trade and other payables 6.33,9234,434

Total Trade and Other Payables3,9234,434

Trade payables are unsecured and are usually paid within 60 days of recognition.

4.4 Right-of-use Asset

Accounting policy

The Group has elected to account for short-term

leases and leases of low-value assets using

the practical expedients. Instead of recognising

a right-of-use asset and lease liability, the

payments in relation to these are recognised

as an expense in profit or loss on a straight-line

basis over the lease term. The Group currently

has no short-term or low value leases.

Critical Accounting Judgements and Key

Sources of Estimation Uncertainty

At inception of a contract, SDL uses judgement

in assessing whether a contract is, or contains,

a lease. A contract is, or contains, a lease if the

contract conveys the right to control the use

of an identified asset for a period of time in

exchange for consideration. To assess whether

a contract conveys the right to control the use

of an identified asset, SDL assesses whether:

• The contract involves the use of an identified

asset

• SDL has the right to obtain substantially all

the economic benefits from use of the asset

throughout the period of use

• SDL has the right to direct the use of the

asset

At inception or on reassessment of a contract

that contains a lease component, SDL allocates

the consideration in the contract to each lease

component on the basis of their relative stand-

alone prices. SDL recognises a right-of-use

asset at the lease commencement date. The

right-of-use asset is initially measured at cost,

which comprises the initial amount of the lease

liability adjusted for any lease payments made

at or before the commencement date, plus any

initial direct costs incurred and an estimate of

costs to dismantle and remove the underlying

asset or to restore the underlying asset or

the site on which it is located, less any lease

incentives received. SDL determines the lease

term as a non-cancellable lease term including

renewals that are reasonably assured.

In assessing the lease liability an incremental

borrowing rate is applied to lease liabilities

recognised under NZ IFRS 16. This is 4.5%

(2023: 4.5%) for property and 14.65% (2023:

8.5%) on plant & equipment. The incremental

borrowing rate is the estimated rate that SDL

would have to pay to borrow the same amount

over a similar term, and with similar security to

obtain an asset of equivalent value. The lease

term is the non-cancellable period of a lease,

together with periods covered by an option

(available to the lessee only) to extend or

terminate the lease if the lessee is reasonably

certain to exercise/not to exercise that option.

The property lease is currently a five (5) year

term lease and further rights of renewal options

are currently available, but not yet taken up.

Rent increases are calculated on a fixed

percentage basis, on renewal date.

The right-of-use asset is subsequently

depreciated using the straight-line method from

the commencement date to the earlier of the

end of the useful life of the right-of-use asset or

the end of the lease term. The estimated useful

lives of right-of-use assets are determined

on the same basis as those of property and

equipment. In addition, the right-of-use asset

is periodically assessed for impairment losses

and adjusted for certain remeasurements of the

lease liability.

31 Solution Dynamics | 2024 Annual Report

Right of Use Assets.
Property

$000

Right of Use Assets.

Plant

$000

Total

$000

Cost

Balance 1 July 20224,7897325,521

Disposals(55)-(55)

Adjustment6-6

Balance 30 June 20234,7407325,472

Additions-335335

Terminations-(732)(732)

Balance 30 June 20244,7403355,075

Accumulated Depreciation

Balance 1 July 20222,1273772,504

Depreciation expense608227835

Disposal(55)-(55)

Balance 30 June 20232,6806043,284

Depreciation expense492231723

Terminations-(732)(732)

Adjustment5-5

Balance 30 June 20243,1771033,280

Carrying Amount

Balance 1 July 20222,6623553,017

Balance 1 July 20232,0601282,188

Balance 30 June 20241,5632321,795

Refer to note 5.2 for further details on the Group’s leasing activity.

32 Consolidated Financial Statements

4.5 Goodwill and intangible assets
Critical Accounting Judgements and Key Sources of Estimation Uncertainty

For impairment testing purposes, goodwill is allocated to a single cash generating unit (“CGU”), SDL

Software (referred to as the Electronic Content Management CGU).

The Goodwill recognised by the Group has arisen from the on the acquisition of previous businesses

combinations from the acquisitions of business from Déjar Holdings.

Previous Business Combinations

Scantech

$000

DTP

$000

Déjar

$000

Bremy

$000

Total

$000

Goodwill recognised66572157231,061

Determining whether goodwill is impaired requires the carrying amount of the SDL Software CGU,

including allocated goodwill, to be compared against its recoverable amount.

Recoverable amount is determined by calculating the SDL Software CGU’s value-in-use, via discounted

cash flow methodology, requiring the directors to estimate the future cash flows expected to arise based

on approved budgets and five-year forecasted cash flows (based on assessments of the current market

opportunities through existing distribution channels net of forecast costs), and a suitable discount rate in

order to calculate present value.

Cash flows beyond the five-year forecast period have been taken into account by the calculation of a

terminal value, by discounting the year-5 cashflows at a long-term growth rate 1%.

At June 30, 2024:

• The carrying amount of SDL Software CGU’s was $1,061,000 (2023: $1,061,000).

• The recoverable amount of the SDL Software CGU was $8,652,000 (2023: $10,656,000)

Key assumptions and estimates used in determining recoverable value were:

Key Assumptions and Estimates20242023

Sales growth rate (beyond budget period)

1

1.00%2.50%

Discount rate post-tax

Pre-tax

13.00%

18.05%

12.80%

16.47%

Long-term growth rate1.00%2.50%

1

The assumptions are subject to fundamental uncertainties, particularly those surrounding future license sales which

comprise a substantial portion of projected revenues and hence only inflationary growth rates have been applied. Gross

margin is forecast to be consistent through the budget and forecast period.

33 Solution Dynamics | 2024 Annual Report

4.5(a) Goodwill (impairment)
No accumulated impairment losses have been recognised against goodwill (2023: $nil).

(i) Sensitivity to Changes in Assumptions

At 30 June 2024, the date of the Group’s annual impairment test, the estimated recoverable amount of

the SDL Software CGU exceeded its carrying amount by $8,652,000 (2023: $10,656,000).

If any one of the following changes were made to the above key assumptions, the carrying amount and

recoverable amount of the SDL Software CGU would be equal.

Key Assumptions and Estimates20242023

Sales growth rate (beyond budget period)

Reduction from, to

From 2.50%,

To 1.00%

From 2.50%

To 2.50%

Discount rate post tax pre-tax

Increase from, to

From 12.80%

To 13.00%

From 16.47%

To 18.05%

From 12.10%

To 12.80%

From 15.40%

To 16.47%

Long-term growth rate

Reduction from, to

From 2.5%

To 1.00%

From 2.50%

To 2.50%

4.5(b) Intangible assets

Accounting policy

Intangible assets with a finite life are subsequently measured at cost less accumulated amortisation and

accumulated impairment losses.

Classes of intangible assets are amortised at the following rates:

Software: 3-5 years straight-line

Software

- Déjar

$000

Software

- Bremy

$000

Software

$000

Customer

Contracts

$000

Total

$000

Cost

Balance 1 July 20222,0901101,7384414,379

Balance 30 June 20232,0901101,7384414,379

Additions--234-234

Balance 30 June 20242,0901101,9724414,613

Accumulated Amortisation

Balance 1 July 20222,0901101,6534414,294

Amortisation expense--85-85

Balance 30 June 20232,0901101,7384414,379

Amortisation expense--54-54

Balance 30 June 20242,0901101,7924414,433

Carrying Amount

Balance 1 July 2022--85-85

Balance 30 June 2023-----

Balance 30 June 2024--180-180

34 Consolidated Financial Statements

4.6 Employee Benefit Liabilities
Critical Accounting Judgements and Key Sources of Estimation Uncertainty

Provisions for sick and long service leave are based on the Group’s estimate of the present value of

future costs assuming payroll inflation rate of 3.00% (2023:4.00%).

2024

$000

2023

$000

Short-term employee benefit liabilities689722

Current Long-term employee benefit liabilities166150

Total Employee Benefit Liabilities855872

4.7 Property, Plant and Equipment

Accounting policy

Property, Plant and Equipment are subsequently measured at cost less accumulated depreciation and

accumulated impairment losses.

Classes of Property, Plant and Equipment are depreciated at the following rates:

• Plant and machinery: 7.0% – 30.0% diminishing value

• Furniture and fittings: 8.5% – 39.6% diminishing value

• Leasehold improvements: 7.8% – 25.0% diminishing value

Plant &

Machinery

$000

Furniture &

Fittings

$000

Leasehold

Improvements

$000

Total

$000

Cost

Balance 1 July 20222,8111606793,650

Additions7128175274

Disposals(3)--(3)

Assets removed from use*(444)(62)(80)(586)

Balance 30 June 20232,4351267743,335

Additions69-473

Disposals(4)(4)-(8)

Balance 30 June 20242,5001227783,400

Accumulated Depreciation

Balance 1 July 20222,6601556463,461

Depreciation expense85434123

Assets removed from use* (446)(62)(80)(588)

Balance 30 June 20232,299976002,996

Depreciation expense89-39128

Balance 30 June 20242,388976393,124

Carrying Amount

Balance 1 July 2022151533189

Balance 30 June 202313629174339

Balance 30 June 2024112 25139276

* Assets removed from use” represents the removal of assets from registry fully depreciated and with nil book value.

35 Solution Dynamics | 2024 Annual Report

4.8 Inventories
Accounting policy

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

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

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

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

2024

$000

2023

$000

Work in Progress108117

Finished goods16362

Total Inventories 271179

The amount of inventories recognised as an expense through profit or loss during the year was $472,993

(2023: $437,442) and is presented within Property, plant & equipment on the balance sheet.

5. Debt and Equity

This section of the notes to the Consolidated Financial Statements provides information on the Group’s

capital structure and related costs, how funds are raised and how the Group manages capital, including

5.1 Share capital

5.2 Lease liabilities

5.3 Employee share option plan

5.4 Net finance cost

5.1 Share Capital

20242023

$000No. (000’s)$000No. (000’s)

Ordinary Shares

Balance at beginning of year5,57414,7205,57414,720

Exercise of employee share options----

Share Capital at End of Year5,57414,7205,57414,720

The Company had 14,719,810 (2023: 14,719,810) ordinary shares on issue at 30 June 2024. All ordinary

shares ranked equally with one vote attached to each fully paid ordinary share and share equally in

dividends and surplus on winding up.

5.2 Lease liabilities

Accounting policy

The Company uses its incremental borrowing rate at lease commencement to calculate the present value

of lease payments when the rate implicit in a lease is not known.

(i) Leasing activity

The Group has property leases for its Canaveral Drive office and production facility and leases of

production equipment.

The table below describes the nature of the Groups leasing activities by right of use asset type

recognised on the statement of financial position (refer note 4.4).

36 Consolidated Financial Statements

Right of use (ROU)
assets

No of ROU assets

leased

Range of remaining

term

Average remaining

term

Property13 years3 years

Plant & equipment11-2 years 1.5 years

The lease liabilities are secured by the related underlying assets.

(ii) Future lease payments

Future minimum lease payments at 30 June 2024 were as follows:

Reconciliation

of Lease Liabilities

Within 1-year

$000

1 – 2 years

$000

2 – 5 years

$000

After 5 years

$000

Total

$000

30 June 2024

Lease payments735622620-1,977

Finance charges934821-162

Net Present Values642574599-1,815

30 June 2023

Lease payments6555621,2201082,545

Finance charges1149289-295

Net present values5414701,1311082,250

(iii) Lease payments recognised in profit or loss

The expense relating to payments not included in the measurement of the lease liability is as follows :

2024

$000

2023

$000

Variable lease payment214171

214171

(iiii) Reconciliation of lease liability

Reconciliation of Lease liabilities

2024

$000

2023

$000

Year Ended 30 June 2023

Opening Balance2,2503,051

Additions335-

Interest expense11178

Repayments(881)(879)

Balance 30 June 20241,8152.250

37 Solution Dynamics | 2024 Annual Report

iiii) Reconciliation of lease liability (continued...)
Leases

2024

$000

2023

$000

Current735676

Non-current1,0801,574

1,8152,250

5.3 Employee share option plan

Accounting policy

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

instruments at the grant date.

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

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

that will eventually vest. On each reporting date, the Group revises its estimate of the number of equity

instruments expected to vest.

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

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

employee benefits reserve.

Solution Dynamics Limited offers an equity settled employee share option plan. The general principles of

the scheme are:

• The maximum aggregate number of share options to be granted pursuant to the plan is 5% of the total

number of shares on issue at any one time.

• Options of no more than 1% of the total number of SDL’s shares on issue can be granted to an

individual staff member (the directors made an exception to this limit for the US-based CEO Patrick

Brand)

• The exercise price will be determined by the Board based on the market price at the time of issue.

• The options may be exercised by the participant (in whole or part) after three years from the date

that they are granted. The key employees have 18-months from the date of eligibility and must be

employed by SDL at the date the option is exercised.

Share options were approved for 220,000 shares for three key members in October 2022 (with an

exercise price of $2.25), all three remain as employees at 30 June 2024 bringing the total of share

options to 592,796.

2024

Number of Shares

$000

2023

Number of Shares

$000

Unvested shares at 1 July593373

Granted-220

Unvested shares at 30 June593593

Percentage of total ordinary shares3.90%3.90%

38 Consolidated Financial Statements

The net fair value of the options granted during the reporting period was $44,553 (2023: $68,066). This
cost is recognised over the vesting period.

Grant DateOptions

Issued

Share Price at

Grant Date

Exercise

Price

Options ExpireOption Value

$

March 2021200,000$2.60$2.60September 2025$114,625

February 2022172,796$2.90$2.90August 2026$29,994

October 2022220,000$2.25$2.25October 2027$68,066

The fair value was determined using a Black-Scholes option pricing model that considers the exercise

price, the term of the option, the share price at grant date and expected price volatility of the underlying

share, the dividend yield and the risk-free interest rate for the term of the option.

In addition to the factors as noted in the table above further inputs for the model included:

• Standard deviation of stock returns 26.5%. This is based on an analysis of share price movements

over the 12 months prior to the issue of the options.

• Average dividend yield of 4.66%.

• Average annual risk-free rate of 4.52%.

5.4 Net finance cost

2024

$000

2023

$000

Interest expense – Lease liabilities on financing of right of use

assets

11178

Interest expense – Financial liabilities at amortised cost1458

Finance Costs125136

Finance Income: Interest income – financial assets at

amortised cost

(250)(118)

Net Finance (Income) / Cost(125)18

39 Solution Dynamics | 2024 Annual Report

6. Capital and financial risk management
This section of the notes to the Consolidated financial Statements provides information on the Group’s

exposure to and management of capital and financial risks, including:

6.1 Capital management

6.2 Financial risk management

6.2(a) Credit risk

6.2(b) Market risk: Foreign currency risk

6.2(c) Market risk: Interest rate risk

6.2(d) Liquidity risk

6.3 Financial instruments by category

6.1 Capital Management

The Group manages its capital to ensure that the Group will be able to continue as a going concern while

maximising the return to shareholders through the optimisation of the debt and equity balances.

The Group is in a net cash position of $7,950 million (2023: $6.63 million) and cash inflow from

operations of $3.35 million (2023 $4.84 million). There was an operating profit of $2.82 million in the

current year (2023: $3.42 million). The Group has no externally imposed covenants to manage, the only

debt on the balance sheet relates to right of use assets.

2024

$000

2023

$000

Borrowings – Liability right of use assets1,8152,250

Cash & short-term deposits (Note 4.10)7,9506,628

Net cash (debt)6,1354,378

Equity (all capital and reserves)9,0027,351

Net (cash) debt to equity ratio 68%60%

During the year the finance facility was subject to certain conditions which are disclosed in Note 4.1.

6.2 Financial Risk Management

6.2(a) Credit Risk

Financial instruments that potentially subject the Group to concentrations of credit risk consist

principally of trade, cash & other receivables. The maximum credit risk is the carrying value of these

financial instruments; however, the Group does not consider the risk of non-recovery of these accounts to

be material.

In the normal course of its business the Group incurs credit risk from trade receivables and transactions

with financial institutions. The Group has a credit policy, which is used to manage this exposure to credit

risk. As part of this policy, credit evaluations are performed on all customers requiring credit. The Group

does not have any significant concentrations of credit risk. This customer is not viewed as a credit risk

due to trading and payment history. The Group does not require any collateral or security to support

financial instruments as it only deposits with, or loans to banks and other financial institutions with

credit ratings of no less than AA-. It does not expect the non- performance of any obligations that are not

provided for at reporting date.

40 Consolidated Financial Statements

Accounting policy: Impairment of trade & other receivables
The Group provides and allowance for impairment on trade and other receivables by applying the

simplified method, that utilises a provision matrix that is based on its historical credit loss experience,

adjusted for forward-looking factors specific to the debtors and the economic environment.

Accounting policy: Impairment of cash & cash equivalents

The Group determines that there has been no significant increase in credit risk where the credit rating of

the counterparty holding the Group’s cash and cash equivalent balances is considered to be “investment

grade”.

6.2(b) Market risk: Foreign Currency Risk

Hosting and license sales linked to SDL Software operations are denominated in foreign currency and

sold under standard terms and conditions. Any variation in the exchange rate between the date of sale

and the date cash is received is accounted for as a foreign exchange gain/loss in the period in which it

occurs.

In addition to the trade receivables held in foreign currencies at the end of the reporting period. Adjusted

for offsetting payables balances of a movement in the exchange rate of 10% would give rise to an

exchange fluctuation. A movement in exchange rate of 10% would impact net profit before tax on foreign

entities of $389,000, and would impact on equity on foreign entities of $280,000.

Trading operations for the UK and Europe are largely undertaken through SDL’s UK subsidiary Solution

Dynamics International Limited (SDIL). For North America operations are undertaken through Solution

Dynamics Incorporated. At period end the net assets for SDIL and SD Inc., comprising largely working

capital, was a credit balance of NZ $4,533,112 (2023: NZ$3,368,494) with cash and receivable balances

as noted above.

Foreign Currency Receivables 20242023

As at 30 June 2024NZD $000NZD$000

European Receivables 482207

USA Receivables 1,2172,539

AUD Receivables153137

Total Foreign Currency Receivable1,8522,883

NZD2,0401,562

Total Trade Receivables 3,8924,445

Cash Held in Foreign Currency2,6491,374

Total Trade Receivables in Foreign Currency 4,5014,257

Accounts payable 6082,324

Net FX Asset 3,8931,933

Fluctuation of 10%389193

Net Assets for SDIL & SDINC4,5333,368

41 Solution Dynamics | 2024 Annual Report

6.2(c) Market risk: Interest Rate Risk
At 30 June 2024 the interest rate on the overdraft facility was 15.70% (2023: 12.05%). With a net cash

position of $7.95 million (2023: $6.63 million) at the end of the reporting period a material change in the

interest expense is not expected.

6.2(d) Liquidity Risk

Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has built

an appropriate liquidity risk management framework for the management of the Group’s short, medium

and long-term funding and liquidity management requirements. The Group manages liquidity risk by

maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously

monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and

liabilities. With positive cash inflows the Group’s liquidity risk is considered by the directors to be low.

6.3 Financial Instruments by category

2024

$000

Financial Assets & liabilities at

Amortised Cost

2023

$000

Financial Assets & liabilities at

Amortised Cost

Financial Assets

Cash & cash equivalents (Note 4.1)7,9506,628

Trade & other receivables (Note 4.2)3,8614,565

Total Financial Assets11,81111,193

Financial Liabilities

Trade and other payables (Note 4.3)3,9234,434

Total Financial Liabilities3,9234,434

The carrying values of the financial instruments above are equivalent to their fair values.

42 Consolidated Financial Statements

7. Other information
This section of the notes to the Consolidated financial Statements provides other material information

related to the operations of the Group, including:

7.1 Related party transactions

7.2 Capital Commitments

7.3 Contingent liabilities

7.4 Events after reporting date

7.1 Related party transactions

7.1(a) Remuneration paid to key management personnel

Key management were paid $2,875,829 (as employees of Solution Dynamics Limited or its subsidiaries

and including the calculated benefit of the employee share option plan) during the reporting period (2023:

$2,338,947) and were owed $206,467, including annual leave at 30 June 2024 (2023: $172,876).

2024

$000

2023

$000

Short-term employee benefit liabilities2,7522,181

Defined contribution plan liabilities (Kiwisaver)10082

Share-based payment expense2476

Total Remuneration: Key management personnel 2,8762,339

The following fees and salaries were paid to directors during the reporting period:

2024

$000

2023

$000

John McMahon (Chairman)8073

Julian Beavis5047

Elmar Toime5047

Lee Eglinton5047

Andy Preece (Chairman Audit & Risk Management Committee)5854

Total Directors’ Remuneration288268

7.1(b) Transactions with related parties

At 30 June 2024, payables to other related entities amounted to $29,214 (2023: 28,561).

7.2 Capital Commitments

The Group had no capital commitments at the reporting date for the Group (2023 $Nil).

7.3 Contingent Liabilities

There were no contingent liabilities at the reporting date for the Group (2023: $Nil).

7.4 Events after the reporting date

On 22 August 2024 the directors approved the payment of a fully imputed dividend of 2.5 cents per share

amounting to $367,995 to be paid on 27 September 2024.

43 Solution Dynamics | 2024 Annual Report

Statutory Information
(I) Employee Remuneration

Remuneration includes salaries, bonuses and other benefits including non-cash benefits. The number of

employees with total remuneration exceeding $100,000 in each of the following bands was:

2024

$000

2023

$000

$100,000 to $109,99937

$110,000 to $119,999 54

$120,000 to $129,99961

$130,000 to $139,99914

$140,000 to $149,99941

$150,000 to $159,99911

$160,000 to $169,99911

$170,000 to $179,999 2-

$180,000 to 189,9991-

$200,000 to $209,999-1

$210,000 to $219,999-3

$220,000 to $229,999--

$230,000 to $239,999-3

$240,000 to 249,9991-

$250,000 to $259,9994-

$260,000 to $269,999--

$270,000 to $279,999--

$300,000 to $309,99911

$320,000 to 329,9991-

$340,000 to $349,999--

$350,000 to $359,9991-

$360,000 to $369,999-1

$450,000 - $459,9991-

$540,000 to $549,999--

$670,000 to $679,999--

$760,000 to $769,999-1

$1,020,000 - 1,020,9991-

Total Staff with Remuneration Exceeding $100,0003429

44 Statutory Information

(II) Shareholders and Substantial Security Holders
(a) The 20 largest shareholders as at 30 June 2024 were:

% of totalShares

ASB Nominees Limited <574233 A/C>10.87%1,600,658

Philip Hadfield Hardie Boys <P & K Hardie Boys Family A/C>7.13%1,050,000

Indrajit Nelson Sivasubramaniam + Tracey Lee

Sivasubramaniam + Comac Trustees Limited

6.05%890,000

Custodial Services Limited <A/C 4>5.64%830,506

Accident Compensation Corporation - NZCSD <Acci40>4.74%698,234

JBWere (NZ) Nominees Limited <NZ Resident A/C>4.27%628,266

Public Trust - NZCSD <The Aspiring Fund>4.18%615,334

Forsyth Barr Custodians Limited Custody3.83%563,978

Michael Charles Hare3.80%558,938

Colin Glenn Giffney3.53%520,000

Kirsten Roberts3.16%465,000

Deirdre Elizabeth Tallot2.99%440,000

Stephen Christopher Montgomery2.82%415,000

Jillian Bernadette Winstanley2.23%328,500

Roger Dixon Armstrong2.05%301,665

FNZ Custodians Limited <DRP NZ A/C>2.03%298,215

FNZ Custodians Limited1.96%288,233

New Zealand Depository Nominee Limited <A/C 1 Cash

Account>

1.67%246,233

Forsyth Barr Custodian Limited (Account)1.62%238,200

Don Nominees Limited 1.60%234,944

Grand Total76.17%11,212,204

A total of 14,719,810 shares were on issue (2023: 14,719,810).

45 Solution Dynamics | 2024 Annual Report

(b) Size of Shareholding as at 30 June 2024
HoldingsShareholdersShares Held% of total

1-99911830,3620.21%

1,000-4,999100214,2161.46%

5,000-9,99936227,7531.55%

10,000-49,99945878,2125.97%

50,000-99,99914946,7536.43%

100,000 and over3012,422,51484.39%

Total34314,719,810100%

(c) Substantial Security Holders

According to notices given under the Financial Markets Conduct Act 2013, the following persons were

substantial shareholders in Solution Dynamics Limited at 30 June 2024:

Shareholder% of totalShares

Meta Capital Limited (John McMahon)10.87%1,600,658

Philip Hadfield Hardie Boys (P & K Hardie Boys Family A/C)7.13%1,050,000

Indrajit Nelson Sivasubramaniam + Tracey Lee Sivasubramaniam +

Comac Trustees Limited6.05%890,000

46 Statutory Information

STATEMENT OF CORPORATE
GOVERNANCE

The corporate governance processes set out in this statement do not

materially differ from the principles set out in the New Zealand Stock

Exchange Corporate Governance Best Practice Code issued on May 2017.

The information in this report is current as at 22 August 2024 and has been

approved by the Board.

SDL is listed on the NZX and is subject to regulatory control and monitoring

by both the NZX and the Financial Markets Authority (FMA).

For the purposes of this Corporate Governance Statement, SDL has

continued to report against the NZX Code published as at 1 April 2023.

The Board Charters and key policies are available on the Company’s website:

www.solutiondynamics.com/investor-centre

Principle 1 – Code of Ethical Behaviour
Directors should set high standards of ethical

behaviour, model this behaviour and hold

management to account for adherence to these

standards throughout the organisation.

The Board recognises that high ethical standards

and behaviours are central to good corporate

governance, and it is committed to the observance

of a Code of Business Conduct and Ethics

throughout the Group.

The Code of Business Conduct and Ethics, which

was approved by the Board as part of the process

of migrating to the NZX Main Board, provides a

framework of standards by which the directors,

employees and contractors to SDL and its related

companies are expected to conduct themselves.

It is intended to facilitate actions and decision-

making sure that is consistent with SDL’s values,

business goals and legal obligations and, thereby,

enhance performance outcomes.

Employees are expected to report any breaches of

the Code in line with the processes outlined in the

Code of Business Conduct and Ethics.

A copy of the Code of Business Conduct and Ethics

is made available to all employees and is given to

all new employees when they join the Group. Any

future changes to the Code of Business Conduct

and Ethics will be communicated to staff.

SDL has a Share Trading Policy to mitigate the risk

of insider trading in SDL’s securities by employees

and directors. A copy of this Policy can also be

found with the other policies on the Company’s

website. Share trading restrictions apply to Restricted

Persons including directors and certain employees.

Directors’ Share Dealings and Shareholding

Directors disclose the following relevant interests in shares in the Group at 30 June 2024 and transactions in

relevant interests in shares during the financial year ended 30 June 2024.

ShareholderBalance 30 June 2023AdditionsDisposalsBalance 30 June 2024

John McMahon1,600,658--1,600,658

Andy Preece53,000--53,000

Lee Eglinton18,000--18,000

Entries in the Interests Register

In addition to the interests and related party transactions disclosures in Note 7.1 to the Financial Statements

and the director remuneration disclosed under Principle 5 below, the following interests were disclosed to the

Board and noted in the interests register during the financial year ended 30 June 2024:

• Indemnification of Officers and Directors: The Company indemnifies directors and executive officers of

the Group against all liabilities which arise out of the performance of their normal duties as director or

executive officer.

• Directors’ & Officers’ insurance: In parallel with the indemnity coverage, the Group has Directors & Officers’

liability insurance. The total cost of this insurance expensed during the year ended 30 June 2024 was

$34,500 (2023: $35,196).

Conflicts of Interest and Related Parties

All directors must disclose any general and specific interests that could be in conflict with their obligations to

the Group. Transactions with related parties and balances outstanding relating to the year ended 30 June 2024

are disclosed in Note 7.1 to the Financial Statements.

48 Statutory Information

Principle 2 – Board Composition & Performance
To ensure an effective Board, there should be

a balance of independence, skills, knowledge,

experience and perspectives.

The primary responsibilities of the Board include:

• to establish the vision of the Group

• to establish the long-term goals and strategies

of the Group

• to approve annual and half-year financial

reports

• to approve annual budgets

• to approve corporate policies

• to ensure the Group has good internal controls

and keeps adequate records

• to ensure legislative compliance

• to monitor executive management

• to ensure appropriate communication to

stakeholders

Board procedures are governed by the Constitution.

The Board is responsible for setting the strategic

direction of the Company, overseeing the financial

and operational controls of the business, putting in

place appropriate risk management strategies and

policies and enhancing its value for shareholders

in accordance with good corporate governance

principles.

In addition to the Code of Business Conduct and

Ethics, the Board operates under to a written

Board Charter. This document outlines the Board’s

composition, the roles and responsibilities of

directors, procedures for director nomination,

resignation and removal of directors; and ensures

Board meetings and that they are conducted

efficiently. It also empowers each director to fulfill

their duties effectively and participate fully in Board

meetings.

SDL’s senior management team, led by the CEO, is

responsible for the day-to-day management of the

company’s business. They operate under a set of

delegated authorities and undergo annual reviews.

Directors have access to the essential resources

required to fulfill their duties, including access to

financial and other management information from

SDL as well as professional advice provided by

external advisers.

Directors also have the right, with the approval

of the chairman or by resolution of the Board, to

seek independent legal or financial advice at the

Company’s expense for the proper performance of

their duties.

Board Composition and Appointment

The Company’s constitution specifies the number

of elected directors and outlines the procedure

for their retirement and re-election at Annual

Shareholder Meetings.

SDL believes that the nomination process for new

director appointments is the responsibility of the

entire Board and thus does not have a separate

Nomination Committee.

The Board takes into consideration tenure,

capability, diversity and skills when reviewing Board

composition and new appointments.

At each Annual Meeting, at least every three years

as required by NZX Listing Rules current directors

retire by rotation and are eligible for re-election.

Additionally, any directors appointed since the

previous Annual Meeting must also retire and are

eligible for election.

When a new director is appointed, SDL will enter

into a written appointment letter setting out the

terms of their appointment. The Board supports the

separation of the roles of chairman and CEO. As of

24 August 2024, the chair of SDL is non-executive

director, John McMahon, who has (through a

related party) a 10.87% shareholding in SDL and

is therefore not considered independent under the

NZX Listing Rules.

The Board views John’s shareholding as aligning his

interests closely with those of Solution Dynamics’

shareholders. The directors believe that John’s

extensive analytical and commercial expertise,

including his directorship in other NZX-listed

companies, coupled with his deep understanding

of the Company’s products, markets and strategy,

make him the ideal candidate to lead the Board.

49 Solution Dynamics | 2024 Annual Report

The Board currently consists of five directors
(2023: five directors), a non-executive chairman

(non- independent, see note above) and four non-

executive directors (independent). Each director is

elected based on the value they contribute to the

Board.

In order for a director to be independent, the Board

requires that they are not an executive of SDL

and must have no ‘Disqualifying Relationships’.

The Board adheres to the requirements of the

NZX Listing Rules (and NZX guidance on the

application of those requirements). Detailed

information on each director can be found at www.

solutiondynamics.com/about/our-leadership-team.

Director’s interests are disclosed on Note 7.1 to the

Financial Statements.

The Company encourages all directors to undergo

appropriate training and education to enhance their

performance of duties. This includes attending

presentations on changes in governance, legal

and regulatory updates; as well as participating in

technical and professional development courses.

Additionally, directors can receive updates on

relevant industry and Company issues and

participate in briefings from key executives.

The Board aims to regularly consider individual and

collective performance, assess skillsets, priorities

training and development and plan to effectively

govern the Group’s business.

Diversity

SDL is committed to a culture that actively

supports diversity and inclusiveness and prevents

or eliminates discrimination in any form. As such,

SDL firmly believes that diversity and inclusiveness

enables SDL to better respond to the ever-changing

environment in which we operate and better serve

the diverse customer and stakeholder base to which

we are accountable to.

The concept of diversity includes (but is not limited

to) concepts of gender, race, ethnicity and cultural

background as well as physical capability, age,

sexual orientation, and religious or political beliefs.

SDL does not have a formal diversity policy or

publish diversity targets. Instead, SDL’s Code of

Business Conduct and Ethics notes that SDL values

diversity and has a workforce consisting of many

individuals with diverse skills, values, backgrounds,

ethnicity and experience. We attract and retain a

diverse workforce and this diversity brings a range

of ideals, skills and innovations to SDL, which

assists in achieving our objectives. At the date of

this report, the Board is yet to consider whether it

requires management to provide regular reporting

and monitoring on diversity within SDL’s workforce.

As at 30 June 2024, the gender balance of SDL’s

directors and people was as follows:

30 June

2024

30 June

2023

Directors

Females11

Males44

Management Team

Females11

Males66

All Employees

Females3436

Males4750

The Management team is defined as being the CEO and senior leaders with reporting lines direct to the CEO.

50 Statutory Information

Board Meetings and Attendance
The Board has 11 scheduled meetings a year.

During the period 1 July 2023 to 30 June 2024 attendance at Board and Committee meetings was:

Board Meetings

1

Audit & Risk Committee

2

HeldAttendedHeldAttended

John McMahon (Chairman) (1)111122

Julian Beavis1110n/an/a

Elmar Toime1111n/an/a

Andy Preece (2)111022

Lee Eglinton111021

1

John McMahon is the board chairman.

2

Andy Preece is the chairman of the Audit & Risk Management committee.

Principle 3 – Committees

The Board should use committees where this will

enhance its effectiveness ln key areas, while still

retaining Board responsibility.

The Board has constituted one standing

Committee, the Audit and Risk Committee. Given

the Board’s size, matters typically handled by

remuneration and nominations committees are

dealt with by the entire Board.

Committees enable issues that require in-depth

consideration to be addressed separately by the

Board members possessing specialist knowledge

and experience, thereby improving the efficiency

and effectiveness of the Board. However, the Board

maintains ultimate responsibility for the functions

of its committees and defines their responsibilities.

The Audit and Risk Committee convenes as

necessary and operates under specific terms of

terms of reference outlined in its Charter. A copy of

the Audit and Risk Committee Charter is available

on the Company’s website within the Board

Governance section.

Minutes of each Committee meeting are distributed

to all members of the Board. The Audit and

Risk Committee is authorised to request any

information necessary from employees to fulfill its

responsibilities and may obtain independent legal

or other professional advice as needed.

The membership and performance of the

Committee is reviewed annually.

From time to time, special purpose committees

may be established to oversee specific projects in

collaboration with senior management.

As the Board believes that matters of remuneration

and nominations are the responsibility of the entire

Board, SDL does not deem it necessary to comply

with recommendations 3.3 and 3.11 of the NZX

Corporate Governance Code. Therefore, SDL does

not maintain separate remuneration or nomination

committee.

The Board will continue to monitor governance best

practice and update SDL’s policies to uphold the

highest standards as appropriate.

51 Solution Dynamics | 2024 Annual Report

Audit and Risk Committee
The role of the Audit and Risk Committee is to

support the Board in fulfilling its duties under the

Companies Act 1993 and the Financial Reporting

Act 2013 regarding accountancy practices, policies

and controls related to the Company’s financial

position. The Committee also conducts thorough

enquiries into the audits of the Company’s financial

statements. This responsibility extends to providing

the Board with added assurance regarding the

accuracy and dependability of the financial

information issued publicly by the Company. All

required matters within the Committee’s purview

were addressed by the committee during the 2024

financial year.

A written charter outlines the Audit and Risk

Committee’s delegated authority, duties,

responsibilities and relationship with the Board. The

Charter is available on the Company’s website.

The Committee must consist solely of directors of

SDL, with a minimum of three members, a majority

of independent directors and at least one director

with an accounting or financial background. The

current composition of the adheres to these

guidelines. Importantly the chair of the Committee

cannot be Chair of the Board.

Members at 30 June 2024 were Andy Preece

(Chairman), Lee Eglinton and John McMahon. The

Audit and Risk Committee met twice during the

financial year.

Attendance at Committee meetings by management

and employees is by invitation only. Additionally, the

Committee regularly holds sessions with external

auditors in the absence of management.

Takeovers

The Board has not yet established protocols or

procedures for a takeover scenario. However, the

Board acknowledges that any such protocol would

likely involve SDL forming an independent takeover

committee. This committee would be responsible for

overseeing disclosure and response strategies and

would engage expert legal and financial advisors to

provide guidance on procedural matters related to

any potential takeover.

Principle 4

– Reporting & Disclosure

The Board should demand integrity in financial and

non-financial reporting, ensuring that corporate

disclosures are timely, balanced, and accurate.

The Board is committed to informing shareholders

and the market about all material information about

the Company’s performance, while adhering to

legislative requirements and those set by the NZX

Listing Rules.

The release of material information follows

guidelines outlined in the NZX Listing Rules (and the

Listing Rules guidance provided by NZX).

In addition, fulfilling legal obligations, SDL aims

to provide stakeholders and investors with

comprehensive and meaningful information,

encompassing both financial and non-financial

information.

Financial Statements

It is the directors’ responsibility to ensure

preparation of financial statements that give a true

and fair view of the financial position of the Group as

at the end of the financial year as well as the results

of operations and cash flows for the year. The

external auditors are responsible for providing an

independent opinion on the financial statements.

The consolidated financial statements set out in

this report have been prepared by management in

accordance with generally accepted accounting

practice in New Zealand. They are based on

appropriate accounting policies which have been

consistently applied and which are supported by

reasonable judgements and estimates.

For the financial year ended 30 June 2024, the

directors believe that proper accounting records

have been kept which enable, with reasonable

accuracy, the determination of the financial position

of SDL and the Group and facilitate compliance of

the financial statements with the Companies Act

1993 and the Financial Reporting Act 2013.

After reviewing internal management financial reports

and budgets the directors are confident that the

Group will remain a going concern in the foreseeable

future. Therefore, they continue to adopt the going

concern basis in preparing the financial statements.

52 Statutory Information

The CEO and CFO have provided written
confirmation to the Board that SDL’s external

financial reports accurately present a true and fair

view in all material aspects.

SDL’s full and half year financial statements are

available on the Company/s website at:

www.solutiondynamics.com/investor-centre/.

Non-financial information

The Board recognises the importance of non-

financial disclosure. Given SDL’s size the Board has

elected not to comply with recommendation 4.3

of the NZX Corporate Governance Code and has

not adopted a formal environmental, social and

governance (ESG) framework.

SDL discusses its strategic objectives and its

progress against these in the Management

Discussion and Analysis section of this annual

report and at the Annual Meeting.

SDL is dedicated to using its resources and

collaborates closely with its supply chain partners

to identify opportunities for minimizing any adverse

environmental risks or impacts from its business

operations, products and services.

The Board encourages diversity and commits to

ensuring that SDL does not knowingly engage

in business activities that could involve SDL in

complicity with human rights abuses or violations of

labour standards.

Principle 5 – Remuneration

The remuneration of directors and management

should be transparent, fair and reasonable.

The Board emphasises aligning the interests of

the directors, the CEO and management with the

long-term interests of shareholders. Remuneration

policies and structures undergo regular review

to ensure that remuneration for management

and directors remains fair and competitive within

the market, reflecting the skills, knowledge and

experience essential for the Company.

The Board recognises that it is desirable that

management (including that for any executive

director) remuneration should include an element

dependent upon the performance of both the

Group and the individual and should be clearly

differentiated from non-executive director

remuneration.

Details of directors and management remuneration

and entitlements for the 2024 financial year are set

out in Note 7.1 to the Financial Statements.

SDL does not have a Remuneration Committee and

matters relating to remuneration are dealt with by

the full Board.

Directors’ Remuneration

The total remuneration pool available for directors is established by shareholders and remains fixed. The

Board determines the level of remuneration paid to directors from the approved collective pool. Directors

also receive reimbursement for reasonable travelling, accommodation and other expenses incurred during

the course of performing their duties.

Directors are paid on a per director rate as follows:

PositionApproved Remuneration

Chairman$73,333

Non-executive Director$46,675

Audit & Risk Committee Chair$7,500

Hourly rates for abnormal/particularly time intensive projects or

transactions outside the scope of typical board work$250/Hour

Directors’ remuneration during the year is disclosed in Note 7.1 to the Financial Statements.

53 Solution Dynamics | 2024 Annual Report

Executive Remuneration
Executive remuneration at SDL comprises a fixed base salary, incentives and participation in a Share Option

Plan. The incentives are awarded based on targets agreed upon with the management team at the beginning of

the year, focusing on achieving specified earnings and sales targets.

Executives’ remuneration exceeding $100,000 annually, received in their role as employees during the year, is

disclosed on page 44 of this annual report.

Details of the SDL Share Option Plan are detailed in Note 5.3 of the 2024 Financial Statements.

Chief Executive Officer Remuneration

The review and approval of the CEO’s remuneration is the responsibility of the Board. The CEO’s remuneration

comprises a fixed base salary and an annual bonus that is structured based on meeting various tiers of

EBITDA.

The CEO’s remuneration for FY 2024 can be summarised as follows:

Description(USD000’s)

Base salary$283

Maximum incentive (1)$185

Total on Target Earnings$468

This includes an assessed share option cost (refer note 5.3) and a performance incentive based on Company earnings paid

annually in arrears.

Principle 6 – Risk Management

Directors are expected to possess a thorough

understanding of the significant risks faced by the

issuer and the methods to mitigate them. The Board

should regularly verify that the issuer has appropriate

processes that identify and manage potential and

material risks.

SDL is dedicated to proactive risk management.

While the entire Board holds responsibility for risk

management, and the Group’s internal control

system, the Audit and Risk Committee supports the

Board by providing additional oversight of the risk

management framework and majority compliance

with it.

The Board monitors the operational and

financial aspects of the Group and considers

recommendations from external auditors and

advisors on the risks that the Group faces.

The Board ensures that recommendations made

are assessed and appropriate action is taken

where necessary to ensure risks are managed

appropriately.

The Board’s approach to risk management is

incorporated into the Audit and Risk Committee

Charter, which can be found under Board

Governance on the Company’s website.

The Board entrusts the day-to-day management

of risk to the CEO. SDL’s management team is

responsible for consistently identifying the risks

impacting SDL’s operations and establishing

structures, practices and processes to manage and

monitor these risks.

The directors are responsible for ensuring that

adequate accounting records are maintained.

Additionally, they oversee the Group’s system of

internal and financial controls.

54 Statutory Information

Internal financial controls have been implemented
to reduce the risk of material misstatement.

Internal financial controls are implemented to

offer reasonable assurance rather than absolute

assurance against the occurrence of material

misstatements or loss.

No major breakdowns of internal controls were

identified during the year.

The Board is satisfied that SDL has established

a robust risk management process to identify,

manage and monitor SDL’s principal risks effectively.

SDL also maintains insurance policies deemed

sufficient to cover its insurable risks. Key financial

and non- financial risks are detailed in Note 6 to the

Financial Statements.

Health and Safety

The Board recognises that effective management of

health and safety is essential for the operation of a

successful business, and its goal is to prevent harm

and enhance the wellbeing of SDL’s employees and

contractors. The Board is responsible for ensuring

that the systems used to identify and manage health

and safety risks are fit for purpose, being effectively

implemented, regularly reviewed and continuously

improved.

SDL has a Health and Safety Charter which is

monitored by the management team. Health and

Safety reports, including incident reports, for SDL’s

business are included in the compliance section of

the Board papers.

Principle 7 – Auditors

The Board should ensure the quality and

independence of the external audit process.

The Board’s method for appointing and overseeing

the external auditor is outlined in SDL’s Audit and

Risk Committee Charter, available on the Company’s

website. The Charter is designed to uphold audit

independence is maintained, both in fact and

appearance, ensuring SDL’s external financial

reporting is viewed as being highly reliable and

credible.

The Audit and Risk Committee provides additional

oversight of the external auditor, reviews the

quality and cost of the audit conducted by external

auditors and serves as a formal communication

between the Board, the management team and the

external auditors. The Committee also assesses the

auditor’s independence on an annual basis. These

requirements are detailed in the Audit and Risk

Committee Charter.

For the financial year ended 30 June 2024, Grant

Thornton continued in their appointment as the

external auditor for SDL. Grant Thornton has

occupied that role since 2009. The audit partner

has been rotated in 2024 (the prior rotation was in

2021).

All audit activities at SDL are completely segregated

from any non-audit services, to uphold proper

independence. The fees paid to Grant Thornton

for audit are disclosed in Note 3.2 of the Financial

Statements.

Grant Thornton has provided the Board with written

confirmation that, in their view, they were able to

operate independently during the financial year.

Additionally, Grant Thornton attends the Annual

Meeting, and the lead audit partner is available

to answer questions from shareholders at that

meeting. In this capacity, Grant Thornton will attend

the 2024 annual meeting.

SDL’s Audit and Risk Committee oversees various

internal controls including those for computerised

information systems, security, business continuity

management, insurance, health and safety, conflicts

of interest, and fraud prevention and detection. SDL

does not have a dedicated Group internal auditor

role.

55 Solution Dynamics | 2024 Annual Report

Principle 8 – Shareholder Rights & Relations
The Board should respect the rights of shareholders

and foster constructive relationships with

shareholders that encourage them to engage with

the issuer.

The Board is committed to open dialogue and to

facilitating engagement with shareholders. SDL has

a calendar of communications for shareholders,

including but not limited to:

• Annual and Half-Yearly Reports

• Market announcements

• Annual Meeting

• Access to information through the SDL website

www.solutiondynamics.com

SDL maintains a comprehensive website which

provides access to key corporate governance

documents, copies of all major announcements and

Company reports.

Shareholders are encouraged to attend the Annual

Meeting and may raise matters for discussion at

the meeting. In accordance with NZX Corporate

Governance Code, the Board should ensure that

the notice of the Annual Meeting is posted to SDL’s

website as soon as possible and at least 20 working

days prior to the meeting. None the less, the Board

acknowledges that, due to an administrative

oversight, it was late in doing so in 2023.

Shareholders have the ultimate control in corporate

governance by voting directors on or off the Board.

Voting is by poll, upholding the ‘one share, one vote’

philosophy.

In accordance with the Companies Act 1993, SDL’s

constitution and the NZX Listing Rules, SDL refers

major decisions which may change the nature of

SDL’s business to shareholders for approval.

All shareholders are given the option to elect to

receive electronic communications from SDL. In

addition to shareholders, SDL has a wide range

of stakeholders and maintains open channels

of communication for all audiences, including

shareholders, brokers and the investing community,

as well as our staff, suppliers and customers.

56 Statutory Information

Company Directory
Nature of Business

Data management, electronic digital printing,

document distribution, web presentment and

archiving, fulfilment, print services, scanning, data

entry and document management.

Directors

John McMahon – Non-independent Chairman

Elmar Toime – Independent

Julian Beavis - Independent

Andy Preece – Independent

Lee Eglinton - Independent

Company Executives

Patrick Brand – CEO

Suzanne Watts – CFO & Company Secretary

Auditors

Grant Thornton New Zealand Audit Limited

152 Fanshawe Street, AUCKLAND

Bankers

ANZ National Bank Limited

9-11 Corinthian Drive, Albany, AUCKLAND

Legal Representative

Stephen Layburn

Commercial Barrister

Level 3, 175 Queen Street, AUCKLAND

Share Registry

Computershare Investor Services Level 2, 159

Hurstmere Rd, Takapuna

Private Bag 92119, Auckland Mail Centre

AUCKLAND 1142

Registered Office and address for service

18 Canaveral Drive, Albany

AUCKLAND

PO Box 301248, Albany

AUCKLAND 0752

Tel +64 9 970 7700

Solution Dynamics (International) Limited

Lancaster Court, 8 Barnes Wallis Road,

Fareham, PO15 5TU

Hampshire

UNITED KINGDOM

Tel +44 1489 668219

Solution Dynamics Incorporated

260 Madison Avenue, 8th floor

New York, New York 10016

UNITED STATES OF AMERICA

Tel: +1 (917) 319 5625

Déjar International Limited (non-trading)

18 Canaveral Drive, Albany

AUCKLAND

PO Box 301248, Albany

AUCKLAND 0752

Tel +64 9 970 7700

57 Solution Dynamics | 2024 Annual Report

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.

Other issuers discussed similar conditions around this time

Matched by meaning across NZX announcement text, not keywords — based on our semantic index of announcement bodies.