Delivering on strategy with sustainable, profitable growth
TEL +64 9 927 4700 PO Box 305 394
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FREE 0800 4 EROAD Auckland, New Zealand eroad.co.nz
Delivering on strategy with sustainable, profitable growth
AUCKLAND, 26 May 2025: Leading transportation technology services company EROAD Limited
(NZX/ASX: ERD), today released another strong financial performance for the 12 months ended 31
March 2025.
All numbers are stated in New Zealand dollars (NZ$) and relate to the 12 months ended 31 March
2025 (FY25), unless stated otherwise. Comparisons relate to the twelve months ended 31 March 2024
(FY24).
Financial Highlights
1
• Substantial improvement in Free Cash Flow position (to the firm) rose to $16.0m in FY25
compared to $1.3m in FY24. This improvement is the result of the expansion of existing
customer contracts, ongoing new customer wins, price increases and continued cost
management discipline. When normalised for the temporary impact of the 4G upgrade
program, free cash flow (to the firm) was $23.6m.
• Revenue climbed to $194.4m for FY25 from reported revenue of $182.0m in FY24. This
represents a 6.8% increase against the prior comparable period. Growth in revenue was
delivered across all markets.
• Annualised Recurring Revenue (restated)
2
increased by $10.1m (6.1%) to $175.1m in FY25
from $165.0m in FY24, reflecting growth across markets and supported by favourable foreign
exchange rates.
• EBIT climbed to $5.9m in FY25 compared to $0.2m in FY24. Normalised
3
EBIT increased to
$9.9m in FY25 up from $3.8m in FY24. Normalised for 4G hardware upgrade costs of $4.0m
and $3.6m in FY25 and FY24, respectively.
• NPAT increased by $2.2m to $1.4m in FY25 from negative $0.8m in FY24.
Operational Highlights
• Asset retention remains high at 92.5% in FY25 (NZ 93.6%; AU 89.0%; NA 92.0%).
1
EROAD has presented certain non-GAAP financial measures as part of its FY25 results, which EROAD’s directors
and management believe provide useful information as they exclude any impacts of one-offs which can make it difficult to
compare and assess EROAD’s performance. The non-GAAP financial measures EROAD has used in this document are
Annualised Recurring Revenue (ARR), EBIT, Normalised EBIT, Normalised Revenue and Free Cash Flow. A detailed reconciliation
of non-GAAP measures to EROAD’s reported financial information is included on EROAD’s website
(http://www.eroadglobal.com/global/investors/). General information about EROAD’s use of non-GAAP financial information is
included on page 2 of the FY25 Investor Presentation.
2
Annual recurring revenue from subscriptions only. Excludes uncontracted hardware sales and non-recurring revenue
3
Normalised for the recognition of costs associated with the 4G hardware upgrade program in FY25 and FY24.
TEL +64 9 927 4700 PO Box 305 394
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• Key enterprise customer wins and expansions during the period. A large New Zealand
customer renewed and expanded into their Australian business adding $1.1m of ARR in the
period, with 3-4 months remaining on the rollout. In New Zealand, expansions and upsell of
existing customers added ARR by $7.2m. In North America, customer expansion added $4.9m
of ARR.
• Enterprise customers (>$100k ARR) represent 54% of ARR. The number of customers with
greater than $100k of ARR increased by 7%.
Chair Susan Paterson said, “EROAD once again increased revenue, delivered to the top end of
financial guidance on all measures, and significantly exceeded free cash flow expectations with $16m
free cash flow to the firm – a standout achievement compared to the negative $29.9m FCF reported
just two years ago.
EROAD’s advantage lies in the tangible value provided to customers. Through consistent delivery of
measurable savings for fleet operations, EROAD is positioned as a long-term investment even in
constrained markets.”
Co-CEOs Mark Heine and David Kenneson are confident in the financial and operational progress
EROAD is making, “FY25 has been a year of strong performance and strategic progress for EROAD.
We have delivered against our financial guidance, expanded our market opportunity, and
strengthened our customer relationships.”
“As we look ahead to FY26, EROAD, under its current reset strategy has gained real traction against its
core growth metrics, has the potential to ignite further value for shareholders as momentum in what
we are building here continues.
“We have the ambition and determination, grounded in the fact the EROAD technology stack really
does deliver for our growing customer base. We will continue to seize market opportunities, leverage
strategic partnerships and cutting-edge tech integrations to provide customers with innovative
solutions for navigating the challenges of the transportation industry.”
Outlook
Heine and Kenneson added, “Despite facing sustained macroeconomic headwinds in the freight and
transport sectors across all our operating regions, we have delivered strong financial results which is
expected to continue in FY26 – our strategy is designed to deliver sustainable, profitable growth and
that is exactly what we are doing here, with the potential for more where we remain focussed and
disciplined.”
“We continue to adhere to the principles of our strategic plan, which has delivered a substantial
improvement to free cash flow to the firm this year, by growing the business through a focus on
enterprise fleets and maintaining cost discipline.”
“Our FY26 guidance acknowledges recent economic uncertainty related to global trade and business
spending, and its impact on deal timing.”
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• FY26 Revenue guidance of a minimum $205m
• FY26 ARR guidance of a minimum $188m, equating to 7.5% growth
Revenue and ARR growth in excess of this guidance is subject to timing of closing large deals
in the pipeline, foreign exchange and stable economic conditions
• FY26 free cash flow yield of 8% - 10%, normalised for the 4G hardware upgrade program
• Medium-term ARR growth CAGR of 11% - 13%
Investor Day
EROAD plans to hold an Investor Day in the upcoming months to provide deeper insight into EROAD’s
product roadmap and long-term strategic and financial targets.
We will provide notice to the market about how to participate in the near future.
CFO Update
EROAD is advanced in its search for a permanent CFO. Interim CFO Rebecca Lineham will be
concluding her EROAD role in mid-June 2025 as she moves to a new permanent CFO role.
Tracey Herman, who was previously CFO of Coretex for 11 years and has been in senior finance roles
at EROAD since its merger with Coretex in 2021, will step into the role of interim CFO until a
permanent appointment is announced.
Heine and Kenneson stated that "Rebecca has made an excellent contribution to the finance function
and EROAD over the last few months. We wish Rebecca all the best for the future."
ENDS
Authorised for release to the NZX and ASX by EROAD’s Board of Directors.
Webcast details
EROAD’s Co-Chief Executive Officers, Mark Heine and David Kenneson, and interim Chief Financial
Officer, Rebecca Lineham will give a presentation on the company’s financial and operational
performance for FY25 via webcast, commencing on Monday 26 May 2025 at 12:00pm NZT.
Register in advance for this webcast:
Date: Monday 26 May 2025
Time: 12:00pm NZT
Topic: EROAD FY25 Financial Results Announcement
Registration Link: https://www.eroad.co.nz/investor-presentation/
TEL +64 9 927 4700 PO Box 305 394
FAX +64 9 927 4701 Triton Plaza, North Shore 0757 Page 4
FREE 0800 4 EROAD Auckland, New Zealand eroad.co.nz
After registering, you will receive a confirmation email containing information about joining the
webcast. A replay of this webcast will be available once it has been uploaded to the EROAD website
under ‘presentations’ at https://www.eroadglobal.com/global/investors/
For Investor enquiries please contact:
Jason Kepecs
jason.kepecs@eroad.com
NZ contact: +64 21 990 474
AU contact: +61 47 7711 136
For Media enquiries please contact:
Richard Llewellyn
richard@shanahan.nz
+64 27 523 2362
About EROAD
EROAD (NZX/ASX: ERD) is a hardware-enabled SaaS company delivering safety, compliance,
sustainability and efficiency solutions for complex vehicles fleets.
Its connected platform is used by commercial and government operators across New Zealand,
Australia and North America to manage vehicles, assets and drivers with greater visibility and control.
EROAD supports demanding, highly regulated fleet operations, including those moving food,
concrete and aggregates, enabling them to operate smarter, safer and more sustainably.
EROAD’s platform is built on a foundation of regulatory expertise, having delivered the world’s first
GPS-based road user charging system in New Zealand, where it remains the market leader today.
www.eroad.co.nz
---
EROAD (NZX: ERD ASX: ERD)
Financial Results
For the 12 months ended 31 March 2025 (FY25)
26 May 2025
EROAD FY25 Results | Page 2
Important Information
The information in this presentation is of a general nature and does not
constitute financial product advice, investment advice or any
recommendation. Nothing in this presentation constitutes legal,
financial, tax or other advice.
This presentation may contain projections or forward-looking statements
regarding a variety of items. Such projections or forward-looking
statements are based on current expectations, estimates and
assumptions and are subject to a number of risks, uncertainties and
assumptions.
All numbers relate to the 12 months ended 31 March 2025 (FY25) and
comparisons relate to the 12 months ended 31 March 2024 (FY24), unless
otherwise stated. All dollar amounts are in NZD, unless otherwise stated.
There is no assurance that results contemplated in any projections or
forward-looking statements in this presentation will be realised. Actual
results may differ materially from those projected in this presentation. No
person is under any obligation to update this presentation at any time
after its release to you or to provide you with further information about
EROAD.
While reasonable care has been taken in compiling this presentation,
EROAD or its subsidiaries, directors, employees, agents or advisers (to the
maximum extent permitted by law) do not give any warranty or
representation (express or implied) as to the accuracy, completeness or
reliability of the information contained in it or take any responsibility for
it. The information in this presentation has not been and will not be
independently verified or audited.
Non-GAAP Measures
EROAD has presented certain non-GAAP financial measures as part of its
FY25 results, which EROAD’s directors and management believe provide
useful information as they exclude any impacts of one-offs which can
make it difficult to compare and assess EROAD’s performance. Non-GAAP
financial measures are not prepared in accordance with NZ IFRS (New
Zealand International Financial Reporting Standards) and are not
uniformly defined, therefore the non-GAAP financial measures reported
in this presentation may not be comparable with those that other
companies report and should not be viewed in isolation or considered as
a substitute for measures reported by EROAD in accordance with NZ
IFRS. Non-GAAP financial measures are not subject to audit or review.
The non-GAAP financial measures EROAD has used in this presentation
are identified and defined in the Glossary on page 32 of this presentation.
A detailed reconciliation of non-GAAP measures to EROAD’s reported
financial information is included on EROAD’s website
http://www.eroadglobal.com/global/investors/
Agenda
01 Results Overview
Highlights & Metrics
Geographic
02 Financials
Operations
Cash Flow
4G Hardware UpgradeProgram
03 EROAD Strategy
Customer ROI
Product driven growth
04 Guidance
Mark Heine
Co-CEO
David Kenneson
Co-CEO
Rebecca Lineham
Interim CFO
EROAD FY25 Results | Page 3
EROAD FY25 Results | Page 4
01
FY25 Results
Overview
EROAD FY25 Results | Page 5
Reported Revenue
$194.4m
+6.8% FY24 of $182m
FY25 Guidance: $190-$195m
Normalised EBIT
$9.9m
$3.8m FY24 (restated)
FY25 Guidance: $5-$10m
Free Cash Flow
(1)
$16.0m
$1.3m FY24
Normalised for 4G Upgrade: $23.6m
1
Annualised billing provided cash receipts of $5.3m for services to be provided in future period.
2
Annual recurring revenue from subscriptions only. Excludes purchased hardware sales and non-recurring revenue.
OUR PURPOSE
Delivering
intelligence you
can trust for a
better world
tomorrow
Powering visibility,
compliance and operational
excellence for fleets that
keep the world moving.
Delivered to top-end or exceeded guidance on all key measures
FY25 Financial Results
ARR (restated)
(2)
$175.1m
+6.1% FY24 $165.0m
4% in constant currency
Exceeded
Expectations
FY25 FCF
Guidance set
at Positive
EROAD FY25 Res ults | Page 5
EROAD FY25 Results | Page 6
Our journey from Regulatory Telematics in New Zealand, to global Fleet Operations Platform
EROAD Evolution
Fleet Operations
Platform
Enterprise Fleet PlatformRegulatory Telematics
eRUC
focused
DriveBuddy
& eHubo 2
Product
expansion
with
Dashcam
Merger with
Coretex
First US
enterprise win
Sysco
250k
units
42% NA
customer
base
Partners:
TK, Microsoft,
Geotab
Internally
cash
generating
FY22
FY24
FY20FY25
Shifted the business to enterprise SaaS – larger
more complex customers with a solution approach,
increasing TAM with innovation
Building the future in
accelerated ways
•Expanded to enterprise platform solution for
whole of fleet across driver, asset & load with
vertical specialisations
•Software-first approach enabled by hardware
•SaaS culture with annualised billing, financial
discipline & balanced investment in
sustainable growth
Enterprise Fleet Platform
New avenues for
platform growth via:
•Embedded Intelligence
•Platform Extensions
•Customer led innovations
Fleet Operations Platform
Telematics focus with features to serve markets
and customer need – leveraging compliance,
regulatory, and great hardware
Regulatory Telematics
•Hardware reliant built on regulatory
and compliance needs
•Driver first product and feature
approach
•Value proposition built off simplicity &
appealing to SMB
•New Zealand centric with beachhead
footprint in US & AU
FY19
EROAD FY25 Results | Page 7
Three priorities driving sustainable growth and deeper customer value
Positioned for Growth
EROAD FY25 Results | Page 8
•Expansion within North American fleets added NZ$4.9m of ARR
upon final rollout.
•Increased number of customers with > $100k ARR by 7%, now
represents 54% of global ARR.
•EROAD’s products deliver cost savings to our customers and
demonstrate a compelling ROI even in challenging economic
conditions.
•Produced $16.0m of free cash flow or $23.6m normalised for the
temporary impact of the 4G upgrade program.
•Price increases to reflect value, customer expansions, customer
retention and a focus on cost control underpin free cash flow
growth.
•Strong balance sheet with $63.2m of liquidity following $11.3m debt
repayment.
•Investing in customer-led innovation to derisk new development
and bring new features to our wider customer base.
•Completion of 4G hardware upgrade program in FY26 will reduce
capex requirements and contribute to higher free cash flow.
•Partnerships add functionality and reach without inflating R&D or
slowing delivery.
•Deal pipeline continues to increase as Enterprise customers sales
cycle average 18-24 months.
•Top 5 Enterprise deals in the pipeline are weighted to Australia and
North America and 47% comprised of New Logos.
•Deal times are expected to increase as customers assess the impact
of US tariffs on their business.
CUSTOMER EXPANSIONS
CASH GENERATION
DISCIPLINED INVESTMENT
LATE-STAGE PIPELINE
Focus on cost control and expanding with our customers has generated strong free cash flow
Disciplined Delivery
EROAD FY25 Results | Page 9
FY23FY24FY25
Operating CostRevenue
Disciplined cost controlcontinues
to generate strong free cash flow,
providing the flexibility to fund
further growth and innovation.
Enterprise-led strategy is increasing
customer value over time, with
sustained growth in customers over
$100k ARR in local currency.
Disciplined execution widened the
gap between revenue and cost.
Sustained momentum from here
will be driven by continued investment
in growth and cost discipline.
FCF (NZ$m)
$(45.1)
$(29.9)
$1.3
$16.0
>$100k ARR CustomersOperating Cost vs Revenue
FY24FY25
195
208
$165.3$182.0$194.4$129.7$128.7$134.8
4.7%
0.8%
6.8%
10.1%
21.5%
29.3%
30.7%
FY22FY23
FY24FY25
Enterprise Focus, Account Expansions, Cost Discipline & Cash Management
Driving Efficient Growth
EROAD FY25 Results | Page 10
Ongoing solid growth and strong cash
generation in a weak economy.
Performance outpaced market conditions.
New Zealand
FY25 HIGHLIGHTS
HIGHER VALUE
Generated $53.3m of free cash flow.
FCF increased 15% YoY,
ARPU increased 3%.
CUSTOMER LOYALTY
Renewal of key enterprise customer
for 6,000 units. Expansions and
upsells with existing customers
adding $7.2m of ARR.
CUSTOMER OPPORTUNITY
Geotab partnership for
Etrack Locate product driving
opportunities in light commercial.
ERUC EXPANDS
Heavy vehicle distance captured
increased 4% for FY25, bringing
EROAD share of total heavy vehicle
RUC to 56%.
Across all NZ total distance travelled
Heavy Vehicles was flat in FY25 after
a 6% decline in FY24. Evidence
of EROAD performing better
than market.
$89.0m
$83.6m
1
ARR - Annua l recurring revenue from su bsc riptions only.
Excludes purcha sed h ardwa re sales a nd non-recu rrin g revenu e.
NZ$60.14
NZ$103.9m
FY24: $92.0m
NZ$70.0m
EBITDA
Revenue 12.9%
Monthly SaaS ARPU
ARR
(1)
up
6% YoY
93.6%
Asset Retention Rate
3%
FY25
ARR (restated)
FY24
See Note 1 of EROAD’s FY25 Financial Statements for segmented
rep ortin g of Revenu e a nd EBITDA .
EROAD FY25 Results | Page 11
4G NETWORK UPDATE
Program progressing on track, with spend fully funded from
operational cashflow. This one-time cost relates to the shutdown
of 2G & 3G networks by telcos in ANZ. Despite telco-driven
delays, completion of upgrades is set for December 2025.
Active 4G
units in ANZ
76%
Units
still to
replace
Rollout progress
PROGRAM COSTS
•Program costs expected to increase to $32m (from $30m)
to facilitate upgrade and installation of remaining 4G
upgrade units
•Spent $7.6m of planned $8m-$10m in FY25
•Remaining $13-$15m of spend is expected to occur in FY26
•These costs are covered from existing cash flow.
NZ$mFY26
Expected investment
(Hardware + Program costs)
$13–$15m
One-off accelerated
upgrade program costs
relate specifically to the
3G Network shutdown
KEY POINTS
•76% of ANZ units 4G compatible as at March
2025
•Telstra in Australia shutdown completed at
October 2024
•One NZ network shutdown deadline remains
December 2025. Program is on
track for completion.
•Product development measures implemented
to limit exposures from telco changes in future
December 2025
Deadline
Unit upgrade program progressing with 76% of all units in ANZ 4G compatible
4G Hardware Upgrade Program ANZ
EROAD FY25 Results | Page 12
Growth continues due to strong brand, high customer retention
and proven ROI despite challenging time for fleet operators.
eRUC-led value delivery, expanding light fleet offerings and
EV uptake signal long-term platform opportunity with vehicle
opportunity increasing from 1m to 4.6m.
Product ROI & Value
•eRUC returned $81M in customer value in
FY25 including rebates, automation and
admin savings
•Clear cost-benefit drives high retention and
platform stickiness
Fleet Expansion & TAM Growth
•EV adoption and Time-of-Use pricing open
new RUC and optimisation opportunities
•Light commercial TAM growth with Geotab
partnership
•Clarity Edge AI Dashcam gaining traction,
driven by interest in safety, liability
protection and driver performance visibility
Market Position
•Strong brand recognition and stable
customer base support continued growth in
constrained conditions
•Increased sales velocity as Sunrise
hardware upgrade nears completion
Current market context and future opportunities
New Zealand
Estimated SAM expands as platform
evolves and unlocks new opportunities
~$380m
Extras
Verticals
Compliance
Against an estimated Total Addressable Market (TAM) of $0.5b
Platform add-ons
EROAD FY25 Results | Page 13
FY25
ARR (restated)
FY24
NZ$73.5m
NZ$70.8m
NZ$60.93
Monthly SaaS ARPU
USD$36.18
NZ$17.7m
EBITDA
NZ$81.2m
FY24: NZ$80.0m
92.0%
Asset Retention Rate
ARR
(1)
up
3.8% YoY
Controlled spend delivered modest
growth and margin stability in soft market.
Enterprise expansion progressing with
late-stage pilots supporting FY26 pipeline.
Revenue 1.5%
Unchanged YoY
1
ARR - Annua l recurring revenue from su bsc riptions only.
Excludes purcha sed h ardwa re s ales a nd non-recu rrin g revenu e.
FY25 HIGHLIGHTS
ENTERPRISE SALES CYCLES
Advanced late-stage opportunities
creating healthy pipeline for FY26.
RENEWALS AND EXPANSIONS
Continued focus on account
expansion with enterprise, adding
NZ$4.9m SaaS ARR to existing
customers.
TARGETED CAPITAL ALLOCATION
Acquisition spend dialled back while
we prioritise conversion of late-stage
pilots. Resulting in NZ$10.6m of FCF.
RETENTION
Enterprise unit churn impacted by
previously disclosed large-customer roll
off. 73% relates to SMB (direct & via
dealer network) as we continue
executing strategy toward enterprise
fleets. A strong pipeline and improving
multi-product uptake position the
region for continued growth.
North America
See Note 1 of EROAD’s FY25 Financial Statements for segmented
rep ortin g of Revenu e a nd EBITDA .
EROAD FY25 Results | Page 14
EROAD generates 42% of its revenue from the US
market, of which approximately 88% is revenue
from services not subject to the US import tariffs.
EROAD produces the majority of the hardware products that enable
its SaaS services through contract manufacturers located in Indonesia,
the Philippines, and Vietnam.
Management is examining options to reduce the impact of supplying
hardware products, including moving production to more favourable
geographies, refurbishment of existing US-based hardware, reviewing
cross-border efficiencies, and pricing increases in-line with market
dynamics.
Impact of tariffs mainly seen in the delays to buying decisions in
the US. As certainty returns in the US market, expect to convert these
opportunities.
EROAD is a SaaS company that adds value through services
Navigating geopolitical
uncertainty in global markets
Supply chains are shifting and
EROAD is a long-term partner of
very large US enterprise customers
•We will continue to monitor the
opportunity for EROAD arising from the
onshoring of US supply chains and
increased transport activity.
•We continue to evolve the ability
to deliver EROAD’s solutions independent
of EROAD supplied hardware, reducing
upfront cost and accelerating rollout
across customer fleets.
EROAD FY25 Results | Page 15
Current market context and future opportunities
North America
Freight market remains complex, but long-cycle
enterprise strategy and compliance-driven demand
create a clear path to growth.
Strategic pilots, camera adoption, and OEM partnerships
position EROAD for expansion as conditions stabilise.
Compliance & Regulation
•Insurance and regulatory momentum
driving AI camera adoption
•ELD requirements continue to anchor
platform presence
Enterprise Expansion
•Late-stage pilots progressing, with FY26
conversion potential
•Multi-product adoption growing within key
enterprise accounts
•Customer-led vertical expansion
in negotiation
Market Shifts & GTM Leverage
•Onshoring and dom estic logistics growth
supporting long-term freight recovery
•OEM partnerships (e.g. Thermo King) create
scalable paths without reliance on EROAD
hardware
Estimated SAM expands as platform
evolves and unlocks new opportunities
~US$2.6b
Extras
Verticals
Compliance
Against an estimated Total Addressable Market (TAM) of US$10b
Platform add-ons
EROAD FY25 Results | Page 16
Trans-Tasman enterprise win drove
early momentum as strong growth
outpaced a challenging freight market.
Australia
NZ$47.97
Monthly SaaS ARPU
AU$43.66
ARR
(1)
up
19% YoY
22.1% constant
currency
NZ$3.5m
EBITDA
NZ$12.6m
NZ$10.6m
89.0%
Asset Retention Rate
5%
NZ$13.7m
FY24: NZ$10.7m
Revenue 28.0%
1
ARR - Annua l recurring revenue from su bsc riptions only.
Excludes purcha sed h ardwa re sales a nd non-recu rrin g revenu e.
FY25 HIGHLIGHTS
TRANS TASMAN ENTERPRISE
Rollout of 5k units from existing NZ
enterprise customer expansion partially
reflected in ARR for the period. 49% of
rollout remaining – full impact will show
in FY26 ARR.
CONSISTENT GROWTH
Australia has delivered another year of
double-digit revenue growth, climbing
28% to NZ$13.7m.
DRIVING VALUE
3.7% lift in ARPU driven by mix of pricing
and sales focus on higher value
opportunities & sustainable growth.
ASSET RETENTION
Asset retention rate of 89.0% primarily
due to a known enterprise roll-off
of 1,000+ units that concluded in
August 2024.
FY25
ARR (restated)
FY24
See Note 1 of EROAD’s FY25 Financial Statements for segmented
rep ortin g of Revenu e a nd EBITDA .
EROAD FY25 Results | Page 17
Early enterprise traction in a compliance-focused
market, with significant runway to expand
across safety, refrigerated transport and
whole-of-fleet solutions.
Market Transition & Opportunity
•Telematics market in transition, with
consolidation of providers creating opportunity
•EROAD’s footprint is small with a growing
brand in the enterprise space, offering room for
expansion
•Cross-Tasman strategy proven effective at
opening doors
Health, Safety & Compliance
•Workplace and road safety are critical drivers
across key sectors like construction and food
transport
•Clarity Edge AI Dashcam gaining traction for
driver behaviour coaching, incident protection
and compliance
Whole-of-Fleet Reach
•Unified platform coverage across trucks,
trailers and assets, enabling complete
operational oversight
•Strong fit for enterprise fleets seeking multi-
product, scalable digital solutions
Estimated SAM expands as platform
evolves and unlocks new opportunities
~AU$780m
Extras
Verticals
Compliance
Against an estimated Total Addressable Market (TAM) of AU$2.2b
Platform add-ons
Australia
Current market context and future opportunities
EROAD FY25 Results | Page 18
02
FY25 Financials
“How lucky he was to come out alive.
All because of this technology”
Genevieve Power
National Health & Safety Manager, Booth’s Logistics
Fatigue Detection
EROAD Clarity Edge AI Dashcam
As a long time customer, Booth’s utilise a wide
range of EROAD products across their fleet,
including new Clarity Edge AI Dashcams. Together,
EROAD supports Booth’s to protect its people and
make smarter, faster decisions on the road.
With 450 trucks across 23 sites, Booth’s puts safety
first through its core value: Be Safe.
Watch the video and find out more here
EROAD FY25 Results | Page 19
Subscription
revenue
$171.5m
Subscription
revenue
$182.9m
FY24FY25
HardwareFeeOther
FY24FY25
$182.0m
$194.4m
$0.2m
$5.9m
FY24FY25
$128.7m
$134.6m
Financial results delivered to top end or exceeded guidance, demonstrating our commitment to deliver on our promises
Revenue & EBIT
Reported Operating Costs
Total Revenue
Revenue of $194.4m is up 7% on
FY24 reflecting the impact of
growth including Australian and
North American enterprise rollouts
and annual price increases.
Operating costs increased 5%
primarily reflecting wage inflation and
lower capitalisation of R&D
Reported EBIT
EBIT of $5.9m reflects the positive
impact of enterprise rollouts, price
increases and impact of the cost-
out program in FY23 and FY24.
EROAD FY25 Results | Page 20
0%
5%
10%
15%
20%
25%
30%
35%
40%
45%
50%
Operating cost as a % of revenue by segment
Operating costs as a % of revenue stabilised
Operating costs as a % of revenue have now flattened
reflecting the cost out program over FY23 and FY24.
Further operating leverage to be driven by revenue
growth while maintaining fixed costs.
Operating cost control has been maintained with higher
personnel costs being offset by savings in several other
categories.
FY24
FY25
82%
75%
71%
70%
69%69%
H1 FY23H2 FY23H1 FY24H2 FY24H1 FY25H2 FY25
1
Sales and Marketing in the above c hart represents non-personn el c osts su ch as general marketing and ad vertisin g.
Cost-out program continues to deliver cost base for profitable growth
Operating Costs
EROAD FY25 Results | Page 21
12%
11%
11%
FY23FY24FY25
CAC ExpensedCAC Capitalised
5.9%
6.2%
6.7%
FY23FY24FY25
Management focus on gaining efficiency across all cost measures
Operational Efficiency
Cost to service & support
as a % of revenue
Cost to acquire customers
as a % of revenue
Customer acquisition costs remain
steady. Capitalised costs were higher
in FY24 reflecting a large enterprise
deal closed in that year.
Costs to support has increased slightly
to build capacity and support large
enterprise rollouts.
EROAD FY25 Results | Page 22
25.5
20.9
14.5
11.7
11.9
20.6
23%
18%
18%
0%
5%
10%
15%
20%
25%
30%
0.0
10.0
20.0
30.0
40.0
50.0
60.0
FY23FY24FY25
R&D - CapitalisedR&D - ExpensedR&D % of revenue (RHS)
R&D as % of revenue
NZ$m
•Total R&D spend of $35m in
FY25, 18% of revenue.
•Compares to $32.8m, or 18% of
revenue, in FY24.
•Opex increased to 59% of R&D
spend in FY25 from 36% in FY24.
This reflects an investment in
scaling our platform for larger
customers following an above
average investment in growth
in the prior period.
R&D % of revenue being held firm as re-focusing initiatives drive ROI and speed to market
Research & Development
EROAD FY25 Results | Page 23
$(30.5)
$(21.7)
$(8.2)
$2.8
$8.0
$6.2
$17.4
$(40.0)
$(30.0)
$(20.0)
$(10.0)
$-
$10.0
$20.0
$30.0
H2 FY22H1 FY23H2 FY23H1 FY24H2 FY24H1 FY25H2 FY25
Normalised for the
temporary impact of the
4G upgrade program
NZ$m
$0.1
$(0.2)
ReportedNormalised for 4G program
$1.5
STRONG FCF GENERATION
EROAD’S core operations generated
$23.6m of normalised free cash flow
over the last 12 months.
Cash generated in the near-term is
expected to be used to pay down
debt and fund growth initiatives.
$(1.0)
$(0.5)
$-
$0.5
$1.0
Average monthly cash generation
Strong cash flow generation to further accelerate post 4G hardware upgrade
Free Cash Flow Growth
$16.0
FY24
FY25
EROAD FY25 Results | Page 24
03
Strategy
Update
EROAD FY25 Results | Page 25
Customer ROI
Long term resilience through clear value delivery to customers
Installed
Annual ROI ~5%
BeforeAfter
17% spend
reduction
✓Reduced precool
time by >65%
✓Increased FSQA
compliance by >60%
✓Asset utilisation
over 80% target
✓Reduced P1
faults by 50%
EROAD
Integrated cold chain suite
across core modules:
temperature, precool, fault
code monitoring, FSQA tools,
utilisation, and trailer location.
Strategic Alignment:
Compliance:
FSMA
Expansion:
SaaS ARR increase
with multi-product
Sustainability:
Emissions reduction
Cold Chain Industry Challenge
High diesel costs, food safety compliance (FSMA), and
unplanned reefer faults impact operational risk and inefficiency.
EROAD processed
$927 million
in Road User Charges (RUC)
Value Delivered
to Customers
$81m
$29.2m
in off-road
rebates
$25m
in distance
corrections
$26.8m
in admin savings
Average rebate
ROI: ~29%
Reduced manual processing,
fewer mechanical inspections,
faster cash in hand
~3% reclaimed on
average trip distance
Combined, these
savings to customers
represent over 78%
of total NZ revenue.
It’s a clear, measurable
return on investment.
Cold Chain data
based on customer pilot
EROAD FY25 Results | Page 26
Initial land
via regulatory
eRUC / ELD / FSMA
Customer fleets
increase
in size & activity
Larger fleets &
increased usage
Organic
growth
New product
adoption
Customers add additional
products and features
over time
Year 4 =
1.2x revenue
growth YoY
Illustrative of ARR compounding over time as customers scale usage and adopt additional solutions.
Product expansions in this instance include: Inspect, Logbook, Geofence Triggers, Analyst, Pre Trip Comms, ECM
5x ARR increase
over a three year period
Year 3 =
1.7x revenue
growth YoY
Year 2 =
2.4x revenue
growth YoY
Enabler for growth
Regulatory or mandated requirements like
ELD and eRUC provide low-friction entry
points into fleets.
Once deployed, the platform delivers clear ROI,
building the trust that makes cross-sell and
product expansion faster and more efficient.
Regulatory-led land & expand
Proven ROI accelerates platform adoption and ARR expansion
EROAD FY25 Results | Page 27
Smart, Automated
Compliance
Safer Fleets With Real-Time
Risk Management
Productivity Tools for
Smarter Fleet Operations
Streamlining regulatory obligations with
integrated tools that reduce admin and
increase accuracy.
Proactive safety tech that monitors behaviour,
supports drivers, and reduces incident impact.
Integrated features that simplify planning,
reporting and asset utilisation to drive
efficiency.
Expanded Hybrid & EV Support
Now supporting hybrid and electric
vehicles for road user charges in New
Zealand and new compliance options
for light commercial vehicles
User Access Controls introduced for
large fleet hierarchy management
SSO login for improved enterprise
security and access control
Clarity Edge AI Dashcam with Fatigue Alerts
New AI-powered dashcam that detects unsafe
driving behaviours. Voice alerts and seat shaker
for help prevent accidents before they happen.
Etrack Locate with Geotab creating a low-cost
entry level offering for mixed fleets
New Drive Buddy tool encourages
better fatigue management
Overspeed Alerts deployed
for live risk detection
EROAD Nav – Advanced Fleet Navigation
Truck-specific navigation with real-time
route adjustments for restricted roads, low
bridges and weight limits.
Fleet Map & Data Enhancements Better
routing, delivery points, and exit data for
efficient navigation and planning.
Fuel Card & Expense Integrations
Integrations with key providers to reduce
manual reporting effort.
✓Investing in AI & automation to improve safety & compliance across all regions.
✓Reducing operational costs for fleets through tax automation & fuel efficiency tools.
✓Enhancing the EROAD platform to drive enterprise expansion & customer retention.
A product-led unified
global growth strategy
FY25 Product Investments to Drive Growth
We invested to capture market growth in all markets while deepening customer value.
EROAD FY25 Results | Page 28
04
Guidance
EROAD FY25 Results | Page 29
Strategic plan continues to produce strong financial results
•We continue to adhere to the principles of this plan – producing increasing
levels of free cash flow, growing the business through a focus on enterprise
fleets and maintaining cost discipline.
•Our FY26 guidance acknowledges recent economic uncertainty related to
global trade and business spending, and its impact on deal cycles.
•FY26 revenue guidance is a baseline of $205m. Our FY26 ARR guidance is a
baseline of $188m, which assumes a 7.5% growth in ARR.
•Revenue and ARR growth in excess of baseline is subject to closing large deals
in the pipeline, FX and stable economic conditions.
•Free cash flow yield of 8% - 10% in FY26, normalised for the 4G hardware
upgrade program.
•ARR CAGR target in the medium-term remains 11-13%.
Investor Day
EROAD plans to hold an upcoming Investor Day to provide deeper insight into
EROAD’s product roadmap and long-term strategic and financial targets.
We will provide notice to the market about how to participate in the near future.
FY26 Guidance
Revenue$205m+
ARR (restated)
(1)
$188m+
Free cash flow yield
(2)
8% - 10%
Committed to continuing to delivering sustainable, profitable growth
Guidance
1
Annual recurring revenue from subscriptions only. Excludes purchased
hardware sales and non-recurring revenue
2
Normalised for the temporary impact of the 4G upgrade program.
EROAD FY25 Results | Page 30
Q&A
EROAD FY25 Results | Page 31
Appendix
EROAD FY25 Results | Page 32
ANNUALISED RECURRING REVENUE (ARR)
A non-GAAP measure representing monthly
subscription revenue including bundled
rental hardware, measured each month by
taking subscription revenue for that month
and multiplying by 12 to annualise. This
measure has been restated to remove
amortised revenue which is not recurring by
nature.
ASSET RETENTION RATE
The number of Total Contracted Units at the
beginning of the 12 month period and
retained as Total Contracted Units at the end
of the 12 month period, as a percentage of Total
Contracted Units at the beginning of the 12
month period.
AVERAGE REVENUE PER UNIT (ARPU)
A non-GAAP measure that is calculated by
dividing the total subscription revenue for the
year reported.
COSTS TO ACQUIRE CUSTOMERS (CAC)
A non-GAAP measure of costs to acquire
customers. Total CAC represents all sales &
marketing related costs. CAC capitalised
includes incremental sales commissions for
new sales, upgrades and renewals which are
capitalised and amortised over the life of the
contract. All other CAC related costs are
expensed when incurred and included within
CAC expensed.
COSTS TO SERVICE & SUPPORT (CTS)
A non-GAAP measure of costs to support and
service customers. Total CTS represents all
customer success and product support costs.
These costs are included in Administrative and
other Operating Expenses.
EBIT
A non-GAAP measure representing Earnings
before Interest and Taxation (EBIT). Refer to
Consolidated Statement of Comprehensive
Income in Financial Statements.
EBITDA
A non-GAAP measure representing Earnings
before Interest, Taxation, Depreciation and
Amortisation (EBITDA).
ELECTRONIC LOGGING DEVICE (ELD)
An electronic solution that synchronises with
a vehicle engine to automatically record
driving time and hours of service records.
ENTERPRISE
A customer where the $ARR is more than
$100k in local currency for the Financial year
reported.
FREE CASH FLOW (FCF)
A non-GAAP measure representing operating
cash flow and investing cash flow reported in
the Statement of Cash Flows.
FREE CASH FLOW TO THE FIRM
A non-GAAP measure representing operating
cash flow and investing cash flow net of
interest paid and received. For the purposes of
this presentation, payments for the acquisition
of Coretex have been excluded.
FY (FINANCIAL YEAR)
Financial year ended 31 March.
HALF ONE (H1)
For the six months ended 30 September.
HALF TWO (H2)
For the six months ended 31 March.
NORMALISED EBIT
Excludes one-off 4G hardware upgrade
program$4.0m (FY24 $3.6m).
NORMALISED FCF
Excludes one-off 4G hardware upgrade
programcosts and accelerated
depreciation.
ROAD USER CHARGES (RUC)
In New Zealand, RUC is applicable to Heavy
Vehicles and all vehicles powered by a fuel not
taxed at source. The charges are paid into a
fund called the National Land Transport Fund,
which is controlled by NZTA, and go towards
the cost of repairing the roads.
SAAS
Software as a Service, a method of software
delivery in which software is accessed online
via a subscription rather than bought and
installed on individual computers.
SERVICEABLE ADDRESSABLE MARKET
(SAM)
The portion of the TAM targeted by a
company’s products, services, capabilities,
and go-to-market strategy. It reflects the
opportunity realistically within reach.
TOTAL ADDRESSABLE MARKET (TAM)
The total revenue opportunity available for a
product or service, assuming 100% market
share within all relevant segments and
geographies.
TAM & SAM METHODOLOGY
EROAD calculates TAM and SAM using a
combination of public industry data (including
fleet sizes, vehicle registrations, and transport
sector statistics) and internal analysis. Our
approach includes proprietary segmentation
based on fleet type, region, and industry
verticals, combined with representative
pricing for each solution set.
UNIT
A communication device fitted in-cab or
on a trailer. Where there is more than one
unit fitted in-cab or on a trailer, it is counted
as one unit (excluding Philips Connect).
Glossary
EROAD FY25 Results | Page 33
Reported Revenue increased $12.4m
primarily due to subscription revenue
increasing $11.4m (including $2.2m gain in
exchange rates from the strength of the USD)
and a $2.4m increase in RUC transaction fees
(including a GST treatment change of $0.9m).
EBITDA increased $6.3m due to higher
revenue and moderate wage inflation.
D&A increased $1.3m on the additional unit
growth since 31 March 2024 as well as
accelerated depreciation on the units
impacted by the 4G hardware upgrade
program.
Interest decreased $2.1m in line with
decreased borrowing in the period as well as
movements in borrowing rates.
NZ$mFY25FY24Change ($)
Revenue194.4182.012.4
Operating expenses
(134.8)(128.7)
(6 .1)
Earnings before interest, taxation,
depreciation and amortisation
59.653.3
6.3
Depreciation of property, plant and equipment(21.9)(23.2)1.3
Amortisation of intangible assets(21.0)(19.6)(1.4)
Amortisation of contract and customer acquisition assets(10.8)(10.3)(0.5)
Earnings before interest and taxation5.90.25.7
Net financing costs
(5.7)(7.8)
2.1
Profit/(loss) before tax
0.2(7.6)
7.8
Income tax benefit/(expense)1.26.8(5.6)
Profit/(loss) after tax for the year
attributable to the shareholders
1.4(0.8)
2.2
Cash flow hedges(0.4)(0.6)0.2
Currency translation differences8.910.6(1.7)
Total comprehensive income for the year
9.99.2
0.7
Statement of Income
EROAD FY25 Results | Page 34
NZ$mFY25FY24Change ($)
Cash received from customers199.8186 .313.5
Payments to suppliers and employees(141.3)(117.0)(24.3)
Investment in contract fulfilment assets(9 .8)(10.0)0.2
Net interest(3.7)(5.8)2.1
Income taxes paid(1.8)(0.6) (1.2)
Cash flows from operating activities43.252.9(9.7)
Property, plant & equipment(13.4)(32.2)(18.8)
Investment in intangible assets(14.9)(21.3)6.4
Contract fulfilment and customer acquisition assets(2.6)(3.9)1.3
Cash flows from investing activities(30.9)(57.4)26.5
Bank loans(11.3)(33.9)22.6
Payment of lease liability(1.8)(2.1)0.3
Issue of equity-50.0 (50.0)
Cost of raising capital-(3.2)3.2
Cash flows from financing activities(13.1)10.8(23.9)
Net increase (decrease) in cash held(0.8)6.3(7.1)
Cash at the beginning of the financial period14.58.16.4
Effects of exchange rate changes on cash0.1 0.1-
Closing cash and cash equivalents13.814.5(0.7)
Operating Cash Flowdecreased
$9.7m primarily due to a reduction
in trade payables.
Investing Cash Flow spend was
lower by $26.5m primarily due to
lower capitalised R&D and a
reduction in inventory versus the
prior year.
Financing Cash Flowdecreased
$23.9m on the pay down of
borrowing in the current year versus
new capital raised in the prior year.
Cash Flow Statement
EROAD FY25 Results | Page 35
Cashdecreased $0.7m from cash generated
from operations partially offset by the paydown
of debt.
Property, plant and equipment decreased
$6.5m due to the reduction in inventory from
ongoing inventory management partially offset
by growth from new hardware leasing and the
4G hardware upgrade program.
Inventory balance at 31 March 2025 was $22.0m.
Costs to acquire and contract fulfillment costs
increased $0.4m reflecting growth and renewals.
Borrowingsdecreased by $11.0m since 31 March
2024 largely due to cash generation in the year
which was used to repay debt.
NZ$mFY25FY24Change ($)
Cash13.814.5(0.7)
Restricted bank accounts26.117.88.3
Costs to acquire and contract fulfilment costs9.48.21.2
Other35.433.22.3
Total current assets84.873.711.1
Property, plant and equipment82.388.8(6.5)
Intangible assets265.6264.41.2
Costs to acquire and contract fulfillments costs9.38.90.4
Other18.317.70.6
Total non-current assets375.5379.8(4.3)
Total assets460.3453.56.8
Payable to transport agencies26.117.88.3
Contract liabilities32.223.68.6
Borrowings25.636.6(11.0)
Other liabilities44.754.2(9.5)
Total liabilities128.6132.2(3.6)
Net assets331.7321.310.4
Balance Sheet
EROAD FY25 Results | Page 36
70.0
(15.2)
(1.5)
17.7
(6.3)
(0.7)
(0.1)
3.5
(6.1)
(0.3)
14.7 75.7
(31.7)
(0.4)
(14.5)
(0.4)
(12.7)
16.0
EBITDA
H&A Assets
CA Assets
Other PPE
EBITDA
H&A Assets
CA Assets
Other PPE
EBITDA
H&A Assets
CA Assets
Other PPE
H&A Under Construction
Operating Companies
FCF FY25
C&E EBITDA
Other PPE
Development Assets
Software Assets
Working capital and
non
-
cash movements
Group Free Cash Flows
FY25
Free Cash Flow to the Firm by Region
NEW ZEALAND
$53.3m
NORTH AMERICA
$10.7m
AUSTRALIA
$(2.9)m
CORPORATE & DEVELOPMENT
$(59.7)m
H&A Assets - Hardware & Accessory Assets • CA Assets - Customer Acquisition Assets • CE EBITDA – Corporate and Elimination EBITDA • H&A under Construction - Hardware & Accessories +/_ Inventories
Inflows
Outflows
Total
EROAD FY25 Results | Page 37
75,674
80,366
84,526
87,892
93,639
106,916
112,280
116,455
121,483
124,417
126,045
126,944
1,513
2,120
2,373
2,874
5,072
14,099
14,643
15,636
18,008
19,613
21,391
24,515
31,227
34,002
35,294
35,437
33,992
87,682
90,596
95,058
103,393
106,860
106,494
104,386
108,414
116,488
122,193
126,203
132,703
208,697
217,519
227,149
242,884
250,890
253,930
255,845
H1 FY20H2 FY20H1 FY21H2 FY21H1 FY22H2 FY22H1 FY23H2 FY23H1 FY24H2 FY24H1 FY25H2 FY25
New Zealand
Australia
North America
Unit Count
EROAD FY25 Results | Page 38
Data Rich
Fleet Operations
Platform
EROAD FY25 Results | Page 38
---
ANNUAL REPORT
2025
PAGE 2 PAGE 3
CONTENTS
EROAD acknowledges the Tangata Whenua of New Zealand, the Indigenous Nations and First Peoples of Australia,
and the Custodians of the lands and waterways in the United States of America where our offices are located.
We express our gratitude and appreciation to these peoples for sharing their culture and traditions and for their
stewardship of these lands. We recognise and pay respect to their Elders, past, present, and emerging.
01
CHAIR AND CEOs LETTERS
PAGES 4 – 11
03
PAGES 18 – 19
THE BOARD
05
PAGES 82 – 99
GOVERNANCE REPORT
02
PAGES 14 – 17
HIGHLIGHTS
04
PAGES 20 – 81
FINANCIAL STATEMENTS
06
PAGES 100 – 117
REMUNERATION REPORT
ACKNOWLEDGEMENT
EROAD Annual Report 2025
EROAD has used non-GAAP measures when
discussing financial performance in this document.
The directors and management believe that these
measures provide useful information as they are
used internally to evaluate performance of business
units, to establish operational goals and to allocate
resources. Non-GAAP measures are not prepared in
accordance with NZ IFRS (New Zealand International
Financial Reporting Standards) and are not uniformly
defined, therefore the non-GAAP measures reported
in this document may not be comparable with those
that other companies report and should not be
viewed in isolation or considered as a substitute for
measures reported by EROAD in accordance with
NZ IFRS.
The non-GAAP measures EROAD have used are,
ARR, EBITDA, Normalised EBIT and Free Cash Flow
(FCF).
A detailed reconciliation of non-GAAP measures to
EROAD’s reported financial information is included
on EROAD’s website: www.eroadglobal.com/
investors/.
The 2025 Annual Report describes EROAD’s
strategy, financial performance and includes
the Corporate Governance Statement and the
Remuneration Report. All numbers relate to the
12 months ended 31 March 2025 (FY25) and
comparisons relate to the 12 months ended 31 March
2024 (FY24), unless stated otherwise. All dollar
amounts are in NZD, unless otherwise stated. Climate
Related Disclosures report will be released by 31 July
2025 at www.eroadglobal.com/investors/.
This report covers the 12 months ended
31 March 2025 and is dated 26 May 2025.
This report has been approved by the Board and
is signed on behalf of EROAD Limited by Susan
Paterson, Chairman and David Green, Chair of the
Finance Risk and Audit Committee.
Reporting Suite
EROAD’s FY25 Annual Report should be read
alongside our wider reporting materials, available at
www.eroadglobal.com/global/investors/
• Full-Year FY25 Investor Presentation
• Board and Executive profiles, charters, and
governance policies
• Climate Related Disclosures (to be published by
31 July 2025)
• ASX/NZX filings and shareholder resources
NON-GAAP MEASURESABOUT THIS REPORT
David Green
Chair of the Finance, Risk
and Audit Committee
Susan Paterson
Chair
PAGE 4 PAGE 5PAGE 4
Dear Shareholders,
I’m thrilled to share a year of excellent performance and
strategic breakthroughs that have positioned EROAD
as a clear industry leader. The company delivered on its
FY25 commitments, held strong in executing its strategy,
expanded market reach through new innovations and
partnerships, and reinforced its value to customers and
shareholders.
EROAD delivered at the top end of financial guidance
across all metrics, and exceeded expectations with $16M
in free cash flow - a notable turnaround from a negative
$29.9M just two years ago, and clear evidence the EROAD
turnaround is gaining traction. Importantly, the quality of
the SaaS and annual recurring revenue continues to rise.
While global economic uncertainty, inflation and cautious
capital spending has contributed to longer decision-
making cycles and cost pressures across many industries,
EROAD’s competitive edge lies in the measurable value
we deliver to customers - value that becomes even more
compelling in uncertain markets. Through consistent
delivery of measurable savings for fleet operations,
EROAD is positioned with customers as a long-term
investment even in constrained markets.
PAGE 5
CHAIR LETTER
EROAD Annual Report 2025
PAGE 6
EROAD Annual Report 2025
OPPORTUNITY & MARKET CONDITIONS
The opportunity ahead is growing, with headroom across
all three of EROADs core markets, with growth in the more
mature market of New Zealand supporting longer-term
growth opportunities in North America and Australia. With
every new product, feature, and partnership, EROAD is
expanding its reach and redefining what’s possible in fleet
operations.
For instance, the launch of AI dashcam Clarity Edge unlocks
a billion-dollar market in North America alone. With strong
demand and accelerating interest from commercial fleets,
it represents a highly promising opportunity space and is
illustrative of our strategy in North America to focus on
areas where we have a competitive advantage and growth
opportunities exist.
Video safety advances like this are a perfect example of
how EROAD aligns its care for customers with commercial
outcomes. With more than 44,000 road-traffic fatalities
recorded annually across our key markets, EROAD is
committed to advancing solutions that help make every
journey safer.
Recently, a long-standing customer in New Zealand shared
that voice activation from Clarity Edge woke a driver from a
micro-sleep while driving through a dangerous stretch in the
Kaimai Ranges. The fatigue detection and ability to wake the
driver prevented a catastrophic outcome for this driver, their
family, and others on the road that day. This single incident
is one of many powerful stories we hear from customers of
lives saved, costs reduced, and operations transformed.
EROAD continues to outperform the broader New Zealand
market for heavy vehicle road user charging (RUC). While
total distance travelled by heavy vehicles declined 6% in
FY24 and remained flat in FY25, distance captured through
the EROAD platform increased by 9% and 4% respectively.
We now capture 56% of all heavy vehicle RUC kilometres
in New Zealand - a commanding lead that highlights our
unmatched product market fit and customer trust. The
opportunity continues to grow as we expand further into
light commercial and electric vehicles, supported by our
Geotab partnership, which enables a simple, low-cost entry
point to capture mixed fleets. Proposed universal RUC
changes would deepen this opportunity further by bringing
all vehicle types into scope, and EROAD is working closely
with stakeholders to contribute its experience and expertise
where it can.
We also made progress this year in further balancing growth
and cost through the establishment of our Manila office. This
strategic move enhances our agility, strengthens customer
support, and ensures we can scale efficiently without
compromising quality or sustainability.
IMPACT – BEHIND THE NUMBERS
Customers in all segments are looking to improve the
efficiency of their fleet operations, meet ever changing
legislations and regulations, improve the quality of the goods
and services they deliver, lower their environmental impact,
operate safely, and deliver cost savings. As fleet operations
are highly inter-connected, EROAD has taken a holistic
solution approach to deliver against these challenges.
EROAD’s solutions are designed to deliver layered,
compounding benefits solving real world problems with
precision and impact. In cold-chain, EROAD’s data driven
pre-cooling feature for refrigerated units has proven to
reduce time to reach target temperature by >60 minutes
That single hour represents savings in labour time, fuel
consumption, corresponding C02 emissions diverted, while
also reducing waste that occurs from non-compliant food
safety standards from inaccurate temperature controls.
SUSTAINABILITY
Sustainability is a core principle embedded in how we
operate, innovate, and lead. We have always understood
that doing what’s right for customers, our people and the
communities we operate in delivers enduring business value.
Despite the noise, our customers are doubling down on
sustainability and EROAD is right there with them, enabling
smarter, cleaner, and more resilient operations. We recognise
the long-term shifts in how businesses manage risk,
reputation and performance, and support these expectations
through platform-wide innovation and governance. This
includes helping fleets reduce fuel consumption through
better route planning and driver behaviour, enabling EV
support within our regulatory solutions like eRUC, and
improving load monitoring to minimise waste and improve
product quality during transport.
Internally, we continue to strengthen our own practices. As
of this year, all retired EROAD hardware returned to us is
processed through certified e-waste partners - an initiative
that was previously only available in New Zealand and is now
company-wide.
The delivery of our first climate-related disclosures
report last year helped us to further mature how we
approach sustainability. We implemented stronger internal
measurement tools and expanded our engagement on how
product usage supports customer environmental outcomes
such as reductions in fuel use, emissions, and food waste
across key transport segments.
We look forward to releasing the FY25 report in the coming
months, in line with New Zealand’s regulatory requirements.
GOVERNANCE & BOARD
Sustainability is a core principle embedded in how we
operate, innovate, and lead. We have always understood
that doing what’s right for customers, our people and the
communities we operate in delivers enduring business value.
Despite the noise, our customers are doubling down on
sustainability and EROAD is right there with them, enabling
smarter, cleaner, and more resilient operations. We recognise
the long-term shifts in how businesses manage risk,
reputation and performance, and support these expectations
through platform-wide innovation and governance. This
includes helping fleets reduce fuel consumption through
better route planning and driver behaviour, enabling EV
support within our regulatory solutions like eRUC, and
improving load monitoring to minimise waste and improve
product quality during transport.
Internally, we continue to strengthen our own practices. As
of this year, all retired EROAD hardware returned to us is
processed through certified e-waste partners - an initiative
that was previously only available in New Zealand and is now
company-wide.
The delivery of our first climate-related disclosures
report last year helped us to further mature how we
approach sustainability. We implemented stronger internal
measurement tools and expanded our engagement on how
product usage supports customer environmental outcomes
such as reductions in fuel use, emissions, and food waste
across key transport segments.
We look forward to releasing the FY25 report in the coming
months, in line with New Zealand’s regulatory requirements.
OUTLOOK FOR FY26
Looking ahead, we are focused on staying agile, executing
with discipline, and unlocking the full potential of our
strategy. EROAD has a clear direction, with growth
plans anchored in long-term priorities. With a consistent
record of delivery over recent years, we are confident in
management’s ability to execute and convert strategic
planning into sustained performance. We have a long way
to go, but today we are running a far more efficient and
powerful business, led by a team of passionate, experienced
and highly capable people.
As Chair, it’s a privilege to be on this journey with such
a dedicated team, working tirelessly to ensure EROAD
emerged with a strong balance sheet, and clear product
market fit.
We believe EROAD’s market valuation significantly
underrepresents the strength of our performance and the
scale of our opportunity, and we are actively working to close
that gap.
We have set a minimum guidance of $205 million in revenue
and $188 million in ARR for FY26, with a free cash flow
yield of 8–10% (normalised for the 4G hardware upgrade
program). The Board notes that upside to these figures
exists, contingent on the timing of major enterprise deal
closures and broader economic conditions.
We remain focused on long-term value creation, with a
medium-term ARR growth CAGR target of 11–13%, and look
forward to providing deeper insight into EROAD’s product
roadmap and strategic trajectory at our upcoming Investor
Day. Details with how to participate will be announced in the
near future.
On behalf of the Board, I extend heartfelt thanks to our
exceptional team and to all our shareholders for your support
to recapitalise our balance sheet and lay a much stronger
financial foundation that is now driving EROAD on a path to
more sustainable, profitable growth.
Sincerely,
Susan Paterson
Chair
CHAIR LETTER (continued)
PAGE 6 PAGE 7
PAGE 9PAGE 8
Co-CEOs LETTER
EROAD Annual Report 2025
Dear Shareholders,
FY25 was a year of significant
achievements and inspiring progress,
demonstrating growing evidence
that the company turnaround
continues to gain traction.
We continue to prove our ability to
sustain strong financial performance.
Our revenue increased by 6.8% to
$194.4 million, and positive free
cash flow outperformed guidance,
jumping to $16 million. Having
recapitalised the business and
implemented the core elements of
our FY23 reset plan, EROAD is now
back to profitability. Importantly, the
quality of our earnings continues to
rise. This result is a testament to our
clear strategy, strong execution, and
disciplined cost management.
EROAD Annual Report 2025EROAD Annual Report 2025
PAGE 11
EROAD’S SUPPORT OF THE
TRANSPORTATION INDUSTRY
It’s been a year of significant change in the operating
environment, with competitor consolidation and structural
changes, further acceleration of fleet electrification, AI driven
technology changes, and ongoing economic uncertainty.
The transportation industry in the US, Australia, and New
Zealand continued to face challenges, as inconsistent
freight volumes, rising costs, and increased regulations put
pressure on fleet operators. Throughout this all, EROAD has
continued to support our customers by delivering innovative
solutions that help to reduce the cost of running fleets while
significantly enhancing operational efficiency and safety.
Every element of our solution is designed to deliver real,
measurable value to our customers. In New Zealand we enable
customers to receive Government refunds from road user
charges (RUC). In FY25, our distance corrections and off-road
usage claims returned $81 million in value to customers. Just
one of many examples of how we drive tangible ROI for
customers that lead to lasting partnerships and enable them
to think of us as an investment, not a cost.
Our strategic focus on expanding the telematics opportunity
with a full suite platform solution for complex fleets is
instrumental in driving growth. Fleet operators are increasingly
frustrated by fragmented technology solutions and are looking
to consolidate. EROAD’s all in one solution, servicing end-
to-end fleet operations for drivers, vehicles and loads - with
advanced functionality like AI powered video safety, smart
truck navigation and powerful analyst modules - adds to our
competitive strength in a changing market.
FINANCIAL PERFORMANCE AND STRATEGIC
EXECUTION
EROAD once again delivered against, or exceeded, FY25
guidance across revenue, EBIT, and free cash flow. Our
performance was achieved despite the challenging market
conditions, thanks to our clear strategy, strong execution, and
cost discipline. We have focused on quality Annual Recurring
Revenue (ARR), prioritising high-value customers over
chasing volume. This has resulted in more predictable revenue,
stronger renewals, and larger ARR expansion opportunities.
Our operational turnaround initiated in FY23 has enabled
us to operate leaner, with greater discipline and a stronger
balance sheet. This company-wide transformation is the
result of disciplined prioritisation and commitment to long-
term growth.
We have implemented tight cost controls and fundamentally
changed the way we operate. Shifting to annual billing,
focusing on ARR, and tightening inventory management have
driven efficiency across the business.
CUSTOMER ENGAGEMENT AND
INNOVATION
Engaging with our customers has been a highlight of the year.
Whether at Fleet Day, during negotiations, or out in yards
and depots, the conversations that challenged us and ignited
innovation were made possible by the trust and partnership
we share with our customers. While each customer faces
unique challenges, across all markets, they are under pressure;
managing complex fleets, navigating shifting regulations, and
facing rising costs and expectations.
Our largest late-stage enterprise deals have been in motion
for over two years on average. This is the reality of enterprise
deals where it takes time to build trust, run pilots, align
stakeholders, and prove results. We made strong progress
advancing the pipeline, with key decisions expected this
calendar year.
At the same time, we continue expanding within our existing
base. Customers who first engaged with us for a specific
need are now rolling out into more of their fleets or adopting
additional product lines from our broader solution set.
Australia delivered our largest agreement for the year, with a
major Trans-Tasman customer choosing EROAD for a 5,000+
unit deal. In North America, long sales cycles remain a reality,
but we’re now embedded in several strategic pilots that will
serve as a launchpad for future expansions. New Zealand
continues to perform well as a growing, cash-generating
engine, with FCF climbing an impressive 15% to $53.3m.
R&D INVESTMENT AND GROWTH
To maximise our R&D investment in growth, we are focused
on three areas designed to deliver accelerated value, while
maintaining our focus and cost discipline.
• Platform Extensions: We’re expanding platform value
through a layered partner ecosystem. Strategic alliances
like we have with Microsoft, Thermo King, and Geotab add
credibility, scale, and specialised capability to enhance our
platform. This is complemented by Third-party integrations
connecting EROAD to the added tools our customers
already use. By bringing them into a single platform view,
we help customers gain more control and insight across
their operations.
• Embedded Intelligence: Operational data has always
been one of our greatest assets, and the acceleration of
AI is allowing us to convert that into real insights. While
customers are seeing incredible benefits from our AI
based products and features like fatigue detection in our
Clarity Edge camera, the long-term opportunity lies in
embedding AI into the foundation of our platform. That
shift is underway: rather than isolated apps and add-ons,
we’re focused on using AI to turn raw data into real-time
intelligence that scales across safety, compliance, and fleet
performance.
• Customer-Led Innovation: Working closely with customers
to shape future development. Through our professional
services team and pilot programs, we’re co-designing
features that solve complex, operational problems. With
customer-led innovation we’re able to develop solutions
to solve specific challenges for one customer that are
applicable across sectors, regions, or use cases.
By collaborating with customers and partners, this strategy
ensures we remain at the forefront of innovation.
LOOKING AHEAD
As we look ahead to FY26, recognising EROAD under
its current reset strategy has gained real traction against
its core growth metrics, we see the potential to unlock
opportunities across all our markets and create further value
for shareholders.
We have the ambition and determination, grounded in the
fact the EROAD technology stack really does deliver for our
growing customer base. We will continue to seize market
opportunities, leverage strategic partnerships and cutting-
edge tech integrations to provide customers with innovative
solutions for navigating the challenges of the transportation
industry.
In conclusion, FY25 has been a year of strong performance
and strategic progress for EROAD. We have delivered against
our financial guidance, expanded our market opportunity, and
strengthened our customer relationships. With a customer
culture of excellence across our dedicated team of EROADers,
we are confident that our clear strategy, strong execution, and
disciplined cost management will continue to drive growth
and create lasting value for our shareholders.
We are grateful to our growing base of customers for their
part in this and for the opportunity for EROAD to support their
journeys, and as always, we thank you our shareholders for
your continued support.
Sincerely,
Mark Heine and David Kenneson
Co-Chief Executive Officers
Co-CEOs LETTER (continued)
PAGE 10
PAGE 12
EROAD Annual Report 2025
About EROAD
EROAD’s platform combines vehicle-mounted technology
with powerful software for complex vehicle fleets. We
connect drivers, vehicles, assets, and operations to give
businesses the real-time visibility they need to stay
compliant, efficient, and safe on the move.
Our customers keep supply chains running, build critical
infrastructure, and deliver essential goods and services.
We help them simplify complexity, reduce waste, and
make smarter decisions that improve performance today
while building a more sustainable future.
Helping the fleets that keep economies moving
Our evolution
from Regulatory
Telematics
in New Zealand,
to global
Fleet Operations
Platform
AI
Professional
Services
Regulatory Telematics
Regulatory TelematicsEnterprise Fleet PlatformFleet Operations Platform
Enterprise Fleet PlatformFleet Operations Platform
FY24
FY25
FY26
Partner
Ecosystem
Hyperscaling
AI at the Core
Innovate
Co-Development Projects
Ingestion Engine
OEMs, Solution & Data Providers
LLMs & ML
AI Assistant, Clarity Edge
Telematics focus with features to serve markets
and customer need – leveraging compliance,
regulatory, and great hardware
Shifted the business to enterprise SaaS –
larger more complex customers with a solution
approach, increasing TAM with innovation
Building the future in accelerated ways
• Hardware reliant built on regulatory
and compliance needs
• Driver first product and feature approach
• Value proposition built off simplicity &
appealing to SMB
• New Zealand centric with beachhead
footprint in US & AU
• Expanded to enterprise platform solution
for whole of fleet across driver, asset &
load with vertical specialisations
• Software-first approach enabled by hardware
• SaaS culture with financial discipline, balanced
investment in sustainable growth and a shift toward
annualised billing
EROAD’s evolution over the past few years has
reshaped the business from a compliance-first
local player to a global, platform-led business
with growing momentum. Now, three strategic
pillars are set to shape our next chapter. Each
has matured rapidly year-on-year, and position
us for continued sustainable, scalable growth.
Scaled
Monetised training & integration
TAM Expansion
Carrier, GeoTab
In-House Data Scientist
CoreTemp
Foundational
Enterprise Customers
Embryonic
ThermoKing, Microsoft
EROAD Platform
Our Purpose
Delivering intelligence you can trust,
for a better world tomorrow.
Behind every delivery, service repair,
construction project or supermarket shelf,
there’s a fleet of vehicles to make it happen.
These fleets operate in regulated, time-sensitive
environments where performance, safety, and cost control
matter every day. EROAD provides these fleets with the
technology to run safer, leaner, and smarter.
From our origins digitising road user charges in New
Zealand, EROAD has grown into a full platform for
connected fleet operations. Our solutions span compliance,
safety, asset tracking, emissions reduction, and operational
efficiency, delivered through a single system that simplifies
complexity and scales with need.
We serve thousands of businesses across New Zealand,
Australia and North America - from multi-national food
and beverage distributors to construction materials and
field service fleets. Our customers rely on us to help reduce
fuel use, prevent accidents, protect drivers, and get better
outcomes from their assets, operations and people.
As industry demands grow and transport becomes more
complex, EROAD’s platform plays an increasingly essential
role. From what’s in the vehicle to how it’s being driven,
EROAD gives operators the full picture in motion. And as
we embed AI, partner with leading OEMs and technology
providers, and support the shift to lower-emissions
transport, we’re helping shape a smarter, more sustainable
future for the sector.
FY25FY20
Positioned
for Growth
• AI has progressed from standalone features to being
embedded into the core platform, allowing us to unlock the
full potential of data and real time insights for customers.
• Professional Services are evolving beyond
implementation into deeper, high-value engagements,
creating new commercial pathways and accelerating product-
market fit.
• Partner integrations have moved from tactical additions
to a strategic ecosystem, increasing our addressable market,
improving deployment speed, and delivering a more unified
customer experience.
PAGE 14 PAGE 15
EROAD Annual Report 2025
$194.4m
$16.0m
$59.414,955
Reported Revenue
Free cash flow
ARPU
+6.8% FY24: $182m
+$14.7m FY24: $1.3m
+1.6% FY24: $58.45
FINANCIAL
HIGHLIGHTS
ARR (Restated)
Normalised EBIT
Net Unit Adds
+6.1% FY24: $165m
$175.1m
$9.9m
+$6.1m FY24: $3.8m (restated)
EROAD Annual Report 2025
PAGE 15PAGE 14
PAGE 16 PAGE 17
EROAD Annual Report 2025
REGIONAL
HIGHLIGHTS
EROAD Annual Report 2025
PAGE 17PAGE 16
Driving growth and cash generation with
a strong brand, retention and proven ROI
for customers. eRUC-led value delivery,
expanding light fleet offerings and EV uptake
signal long-term platform opportunity.
NEW ZEALAND
126,944
46%
$103.9m
+12.9% FY24: $92.0m
$89.0m
+6% FY24: $83.6m
$70.0m
FY24: $62.2m
$60.14
FY24: $58.30
Controlled spend delivered growth and margin
stability in soft market. Enterprise expansion
progressing, with late-stage pilots supporting
FY26 pipeline position EROAD for expansion
as conditions stabilise.
NORTH AMERICA
104,386
62%
$81.2m
+1.5% FY24: $80.0m
$73.5m
+4% FY24: $70.8m
$17.7m
$60.93
FY24: $60.92
Early enterprise traction in a compliance-
focused market, with significant runway to
expand across safety, refrigerated transport
and whole-of-fleet solutions.
AUSTRALIA
24,515
62%
$13.7m
+28% FY24: $10.7m
$12.6m
+19% FY24: $10.6m
$3.5m
FY24: $3m
$47.97
FY24: $45.44
ARR (Restated)
EBITDA
ARPU
Unit Count
Enterprise Customers
Revenue
FY24: $22.0m
EROAD Annual Report 2025
PAGE 18
THE BOARD
Chair, Independent Director,
Auckland
Appointed: March 2019,
Appointed Chair: July 2023
Board Committees:
Finance, Risk and Audit,
Nominations, People & Culture
SUSAN PATERSONBARRY EINSIGSARA GIFFORD
Susan is a professional director with more
than 25 years of governance experience
across listed companies, government
bodies, private businesses and not-for-
profits. She has held executive roles
in pharmaceuticals, IT strategy and
management, working in both New
Zealand and overseas. Susan is currently
Chair of Steel & Tube and IT consultancy
Theta, and a director of the Reserve
Bank of New Zealand, Les Mills NZ,
Energy education Trust and Lodestone
Energy. Susan has held governance roles
across a wide range of sectors including
infrastructure, energy, media, and financial
services. Her previous directorships
include Goodman Property Trust, Arvida,
Transpower and Sky TV. Susan is an Officer
of the New Zealand Order of Merit for
services to governance and a Chartered
Fellow of the Institute of Directors.
Barry is a technology and transport
executive with more than 30 years of
experience across global markets. He has
held senior roles in high-growth technology
companies, including Vice President at
Econolite, and leads commercial and
advisory work across sectors such as
connected and automated vehicles, public
safety networks, and transport system
innovation. Barry has advised both public
and private organisations on the future of
mobility, including Singapore’s Ministry of
Transport, and contributed to work by the
US Transportation Research Board. He has
supported businesses at the intersection of
technology, infrastructure and ESG, helping
them scale into new markets. Barry brings
wide-ranging knowledge of intelligent
transportation systems, IoT applications,
and the evolving needs of the freight and
mobility sectors.
Sara is a technology executive with broad
experience leading international software
companies across logistics, transportation
and supply chain. She brings product
and commercial expertise, with a proven
track record of driving growth, digital
transformation and customer value. Sara
served as Chief Solutions Officer and
executive board member at Quintiq, where
she held global P&L responsibility and led
product and go-to-market strategy during
a period of international expansion. She has
been applying AI in enterprise software for
over 20 years. Sara was a director of SaaS
company Spiro through its successful exit
and is currently CEO and co-founder of
ActiVote, a nonpartisan civic technology
company. She combines technical expertise
with a strategic approach to people and
culture, advising on leadership, talent
and the human drivers of innovation and
growth.
Independent Director
Pennsylvania
Appointed: January 2020
Board Committees:
Finance, Risk and Audit,
Nominations, Technology (Chair)
Independent Director
Massachusetts
Appointed: April 2022
Board Committees:
Nominations, People & Culture
(Chair), Technology
PAGE 19
DAVID GREENCAMERON KINLOCHJOHN SCOTT
David is a professional director, investor
and former banking and finance sector
executive with extensive leadership and
governance experience. Throughout
his executive career he led large teams
delivering complex solutions for large
enterprise customers across a wide range
of industry sectors in Asia, Australia, New
Zealand and the Middle East. David has
considerable experience leading change
programmes, digital transformation
strategies, building positions of market
leadership and working with regulators.
He is currently Chair of BTNZ Funds
Management (NZ) Limited and an
Independent Director of Westpac New
Zealand Limited, where he chairs the Board
Audit Committee. David has been awarded
fellowships by the Chartered Accountants
Australia and New Zealand (CA ANZ) and
the Institute of Finance Professionals in
New Zealand (INFINZ).
Cameron is an experienced director and
executive with a strong background in
governance, finance and operations. She
has held senior leadership roles as Chief
Financial Officer and Chief Operating
Officer in high-growth technology
companies, where she has driven strategic
expansion, led capital raises, and supported
M&A and IPO processes across a range
of industries. Most recently, she was Chief
Financial Officer at enterprise software
company Weights & Biases, and is
currently a director at Copper Cow Coffee,
a sustainably sourced coffee company.
Cameron brings deep finance expertise
with a particular focus on the SaaS sector,
where she has helped companies scale
through disciplined capital management
and operational execution. She also advises
early-stage businesses on building financial
capability and readiness for growth.
John is a technology leader with decades of
experience in global product development,
commercial strategy and digital
transformation. He has held executive
roles including Chief Product Officer, Chief
Operating Officer, Chief Marketing Officer
and Chief Executive across public, private,
VC and PE-backed companies. John was
previously CEO of Invenco and a senior
executive at Navico, two high-growth New
Zealand technology businesses that scaled
successfully on the global stage. He has
built and led teams across engineering,
product, sales, marketing and supply chain
in markets including the US, UK, Europe
and Asia. John currently serves on several
boards and advises companies across
hardware, software, and emerging tech
sectors. He brings a practical, product-led
lens to innovation, growth and governance.
Independent Director
Auckland
Appointed: July 2023
Board Committees:
Finance, Risk and Audit (Chair),
Nominations, People & Culture
Independent Director
Te x a s
Appointed: March 2024
Board Committees:
Finance, Risk and Audit,
Nominations
Independent Director
Auckland
Appointed: March 2025
Board Committees:
Nominations, Technology
Consolidated Statement of Comprehensive Income
For the year ended 31 March 2025
Restated*
2025 2024
Notes$M‘s$M’s
Revenue2194.4182.0
Operating expenses5(134.8)(128.7)
Earnings before interest, taxation, depreciation and
amortisation
59.653.3
Depreciation of property, plant and equipment10(21.9)(23.2)
Amortisation of intangible assets11(21.0)(19.6)
Amortisation of contract and customer aquisition assets3(10.8)(10.3)
Earnings before interest and tax (EBIT)5.90.2
Finance expense(6.7)(8.5)
Finance income1.00.7
Net financing costs14(5.7)(7.8)
Profit / (loss) before income tax0.2(7.6)
Income tax benefit201.26.8
Profit / (loss) after tax for the year attributable to the
shareholders
1.4(0.8)
Other comprehensive income
Items that may be subsequently reclassified to profit or loss:
Cash flow hedges(0.4)(0.6)
Currency translation differences8.910.6
8.510.0
Total comprehensive income for the year9.99.2
Earnings / (loss) per share - Basic (cents) 150.73(0.56)
Earnings / (loss) per share - Diluted (cents) 150.73(0.55)
The above Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying notes.
*Refer to Retrospective Restatement note (d) for further details.
EROAD Financial Statements 2025
PAGE 20 PAGE 21
FINANCIAL
STATEMENTS
EROAD Financial Statements 2025
PAGE 22 PAGE 23
Consolidated Statement of Financial Position
As at 31 March 2025
Restated*
2025 2024
Notes$M's$M’s
Current assets
Cash and cash equivalents713.814.5
Restricted bank accounts726.117.8
Derivative financial assets180.1-
Trade and other receivables835.433.2
Contract fulfilment costs36.75.8
Costs to obtain contracts32.72.4
Total Current Assets84.873.7
Non-current assets
Property, plant and equipment1082.388.8
Intangible assets11265.6264.4
Derivative financial assets180.3-
Contract fulfilment costs37. 26.2
Costs to obtain contracts32.12.7
Deferred tax assets2118.01 7. 7
Total Non-Current Assets375.5379.8
Total Assets460.3453.5
Consolidated Statement of Financial Position (continued)
As at 31 March 2025
Restated*
2025 2024
Notes$M's$M’s
Current liabilities
Borrowings135.02.5
Trade payables and accruals923.030.3
Payables to transport agencies726.117.8
Contract liabilities420.310.9
Lease liabilities121.51.2
Employee entitlements3.74.1
Derivative financial liabilities180.60.3
Total Current Liabilities80.26 7.1
Non-current liabilities
Borrowings1320.634.1
Contract liabilities411.912.7
Lease liabilities124.15.1
Derivative financial liabilities180.80.1
Deferred tax liabilities2111.013.1
Total non-current liabilities48.465.1
Total Liabilities128.6132.2
Net Assets331.7321.3
Equity
Share Capital15356.1353.5
Share capital premium/discount(19.9)(19.9)
Other reserves29.721.2
Accumulated losses(34.2)(33.5)
Total Shareholders' Equity331.7321.3
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
*Refer to Retrospective Restatement note (d) for further details.
Chair of the Finance, Risk and Audit Committee, 26 May 25Chair, 26 May 25
EROAD Financial Statements 2025
PAGE 24 PAGE 25
Consolidated Statement of Changes in Equity
For the year ended 31 March 2025
Consolidated
Share
Capital
Share
Premium /
Discount
Accumulated
losses
Translation
Reserve
Hedging
Reserve
Total
Notes$M’s$M’s$M’s$M’s$M’s$M’s
Balance as at 1 April 2023305.7(19.9)(36.0)(1.2)0.2248.8
Retrospective restatement(d)--(0.3)12.2-11.9
Restated Balance as at 1 April 2023305.7(19.9)(36.3)11.00.2260.7
Loss for the year--(0.8)--(0.8)
Other comprehensive income---10.6(0.6)10.0
Restated comprehensive income/
(loss)
--(0.8)10.6(0.6)9.2
Transactions with owners
of the Company
Equity settled share-based payments1.0-3.6--4.6
Share capital issued - net of costs46.8----46.8
Restated balance as at 31 March 2024353.5(19.9)(33.5)21.6(0.4)321.3
Restated balance as at 1 April 2024353.5(19.9)(33.5)21.6(0.4)321.3
Profit or loss for the year--1.4--1.4
Other comprehensive income/(loss)---8.9(0.4)8.5
Total comprehensive income/(loss)--1.48.9(0.4)9.9
Transactions with owners
of the Company
Equity settled share-based payments162.6-(2.1)--0.5
Balance at 31 March 2025356.1(19.9)(34.2)30.5(0.8)331.7
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
Consolidated Statement of Cash Flows
For the year ended 31 March 2025
2025 2024
Notes$M’s$M’s
Cash flows from operating activities
Cash received from customers199.8186.3
Payments to suppliers and employees(141.3)(117.0)
Payments for contract fulfilment assets3(9.8)(10.0)
Interest received1.00.7
Interest paid(4.7)(6.5)
Tax paid(1.8)(0.6)
Net cash inflow from operating activities43.252.9
Cash flows from investing activities
Payments for investment in property, plant & equipment10(13.4)(32.2)
Payments for investment in intangible assets11(14.9)(21.3)
Payments for investment in costs to obtain contracts3(2.6)(3.9)
Net cash outflow from investing activities(30.9)(57.4)
Cash flows from financing activities
Receipts from bank loans13-2.0
Repayments of bank loans13(11.3)(35.9)
Payment of lease liability12(1.8)(2.1)
Receipts from issue of equity0.050.0
Payments for costs of raising equity0.0(3.2)
Net cash (outflow) / inflow from financing activities(13.1)10.8
Net (decrease) / increase in the cash held(0.8)6.3
Cash at beginning of the financial period14.58.1
Effects of exchange rate changes on cash and cash equivalents0.10.1
Closing cash and cash equivalents13.814.5
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
EROAD Financial Statements 2025
PAGE 27PAGE 26
Reconciliation of Operating Cash Flows with Reported Loss After Tax
For the year ended 31 March 2025
Restated*
2025 2024
$M’s$M’s
Reconciliation of operating cash flows with reported loss
after tax
Profit / (loss) after tax for the year attributable to the shareholders1.4(0.8)
Add/(less) non-cash items
Tax asset recognised(1.4)(7.6)
Depreciation and amortisation53.753.1
Other non-cash (Income) / expenses(0.2)4.7
Unwinding of interest expense for discounted contract liabilities1.31.1
53.451.3
Movements in other working capital items
(Increase) / decrease in trade and other receivables(1.3)1.7
Decrease in current tax payables(0.4)(1.4)
Increase in contract liabilities8.13.8
(Increase) in contract fulfillment costs(9.8)(10.0)
(Decrease)/Increase in trade payables, interest payable and accruals(8.2)8.3
(11.6)2.4
Net cash from operating activities43.252.9
* Refer to Retrospective Restatement note (d) for further details.
Notes to the consolidated financial statements
For the year ended 31 March 2025
REPORTING ENTITY
The consolidated financial statements for the year ended 31 March 2025 are for EROAD Limited (the "Company") and its
subsidiaries (collectively referred to as the "Group"). The Group provides electronic on-board units and software as a service to
the transport industry.
EROAD Limited is a company domiciled in New Zealand registered under the Companies Act 1993 and is a FMC reporting
entity for the purposes of the Financial Markets Conduct Act 2013. The Company is listed on the New Zealand Stock Exchange
(NZX) Main Board and the Australian Stock Exchange (ASX).
BASIS OF PREPARATION
The consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Practice in
New Zealand (NZ GAAP). The financial statements comply with New Zealand equivalents to International Financial Reporting
Standards (NZ IFRS) as appropriate for profit-oriented entities and other New Zealand accounting standards, and authoritative
notices that are applicable to entities that apply NZ IFRS. These financial statements also comply with International Financial
Reporting Standards and the requirements of the Financial Markets Conduct Act 2013.
The consolidated financial statements have been prepared on a going concern basis, which assumes that the Group will be able
to discharge its liabilities including the mandatory repayment terms of the banking facilities as disclosed in Note 13.
The financial statements are presented in New Zealand dollars ($) which is the Group‘s presentation currency, and all values are
rounded to million dollars to one decimal place ($M‘s) except where stated. Items included in the financial statements of each
of the Group‘s entities are measured using the currency of the primary economic environment in which the entity operates
(the "functional currency"). The functional currency of the Company and its New Zealand subsidiaries is New Zealand dollars.
The functional currency of the Company‘s Australian and North American subsidiaries are Australian dollars and United States
dollars respectively.
All amounts are shown exclusive of goods and services tax (GST) except for trade receivables and trade payables, and except
where the amount of GST incurred is not recoverable. When this occurs, GST is recognised as part of the cost of the asset or as
an expense as applicable.
The financial statements are prepared on the historical cost basis, except for certain financial instruments which are carried at
fair value.
(a) Basis of consolidation
Subsidiaries are fully consolidated at the date on which the Group obtains control, and continue to be consolidated until the date
when such control ceases. The financial statements are prepared for the same reporting period as the Company, using consistent
accounting policies. All intra-group transactions and balances arising within the Group are eliminated in full.
(b) Accounting policies
Accounting policies that summarise the measurement basis used and that are relevant to the understanding of the financial
statements are provided throughout the accompanying notes.
The accounting policies adopted have been applied consistently throughout the periods presented in these consolidated financial
statements.
FRS-44 New Zealand Additional disclosures has been adopted by the Group in the preparation of these financial statements (refer
to note 5). The Group adopted all mandatory new and amended NZ IFRS Standards and Interpretations and there has been no
material impact on the Group‘s financial statements.
In April 2024, the International Accounting Standards Board issued IFRS 18 Presentation and Disclosure in Financial Statements
thatis effective for the accounting period that begins on or after 1 January 2027. This standard has not been early adopted in
preparing these financial statements.
There are no other new standards, amendments or interpretations that have been issued and are not yet effective, that are
expected to have a significant impact on the Group.
EROAD Financial Statements 2025
PAGE 28 PAGE 29
(c) Critical accounting estimates and judgements
In applying the Group‘s accounting policies, management continually evaluates judgements, estimates and assumptions based
on experience and other factors, including expectations of future events that may have an impact on the Group. All judgements,
estimates and assumptions made are believed to be reasonable based on the most current set of circumstances available to the
Group. Actual results may differ from the judgements, estimates and assumptions.
The significant judgements, estimates and assumptions made by management in the preparation of these financial statements are
outlined within the financial statement notes to which they relate. These are:
• Taxation - Recognition and utilisation of tax losses
• Intangible assets - assumptions used in the impairment tests; capitalisation of development costs
• Property, plant and equipment - determining residual values and useful lives
(d) Restrospective restatement
During the year ended 31 March 2025, the Group identified an error where goodwill and other acquired intangible assets relating
to the Coretex acquisition had been recorded in NZ$, rather than recorded in the functional currency of each of the Group‘s CGUs
(US$ for North America and A$ for Australia), in its financial statements since 2022. This has been corrected by restating each of
the affected financial statement line items for prior periods.
The following tables summarise the impact on the Group‘s consolidated financial statements for the year.
Statement of comprehensive income
31 March 2024
As previously
presented
AdjustmentRestated
$M’s$M’s$M’s
Amortisation of intangible assets(19.0)(0.6)(19.6)
Income Tax benefit6.70.16.8
Loss after tax for the year attributable to the
shareholders
(0.3)(0.5)(0.8)
Items that are or may be reclassified subsequently to
profit and loss
Currency translation differences3.76.910.6
Total comprehensive income for the year2.86.49.2
(d) Restrospective restatement (continued)
Statement of financial position
31 March 2024
As previously
presented
AdjustmentRestated
$M’s$M’s$M’s
Intangible assets
244.420.0264.4
Total Assets433.520.0453.5
Deferred tax liability
(11.4)(1.7)(13.1)
Total Liabilities(130.5)(1.7)(132.2)
Other reserves2.119.121.2
Accumulated losses(32.7)(0.8)(33.5)
Equity
303.018.3321.3
1 April 2023
As previously
presented
AdjustmentRestated
$M’s$M’s$M’s
Intangible assets242.113.0255.1
Total Assets402.813.0415.8
Deferred tax liability(17.9)(1.2)(19.1)
Total Liabilities(154.0)(1.2)(155.2)
Other reserves(1.0)12.211.2
Accumulated losses(36.0)(0.3)(36.3)
Equity248.811.9260.7
There is no material impact on the Group‘s basic or diluted EPS and no impact on the total operating, investing or financing cash
flows for the year ended 31 March 2024. There is no change to the outcome of the impairment testing of the Group‘s North
America or Australia CGUs at 31 March 2024.
EROAD Financial Statements 2025
PAGE 30 PAGE 31
Performance
This section focuses on the Group’s financial performance. This section includes the following notes:
NOTE 1 SEGMENT REPORTING
NOTE 2 REVENUE
NOTE 3 CONTRACT FULFILMENT AND COSTS TO OBTAIN CONTRACTS
NOTE 4 CONTRACT LIABILITIES
NOTE 5 EXPENSES
NOTE 6 PERSONNEL EXPENSES
NOTE 1 SEGMENT REPORTING
EROAD operating segments are based on geographic location for operating companies and corporate and development
costs. These operating segments equate to the Group‘s strategic divisions and are reported in a manner consistent with the
internal reporting provided to the co-Chief Executive Officers (co-CEOs). The co-CEOs are considered to be the chief operating
decision makers (CODM).
The four segments/strategic divisions offer different services and are managed separately because they require different
technology, services and marketing strategies. For each strategic division, the CODM reviews internal management reports.
The following summary describes the operations in each of the Group’s segments.
• Corporate & Development: Corporate head office costs and R&D activities for development of new and existing products
and services
• North America: Operating companies serving customers in North America
• Australia: Operating companies serving customers in Australia
• New Zealand: Operating companies serving customers in New Zealand
Segment results that are reported to the co-CEOs include items directly attributable to a segment as well as those that can be
allocated on a reasonable basis. Unallocated items comprise income tax, derivative financial instruments, finance income and
expenses.
Inter-segment pricing is determined on an arm’s length basis.
Reportable segment information
Key information related to each reportable segment as provided to the CODM is set out below.
Corporate &
Development
North America New ZealandAustralia
202520242025
Restated
2024202520242025
Restated
2024
$M's$M's$M's$M's$M's$M's$M's$M's
Revenue
Subscription revenue--78.276.091.585.513.210.0
Uncontracted hardware revenue0.80.21.52.60.10.2-0.5
Transaction fee revenue ----5.73.30.00.0
Other revenue 171.774.81.51.46.63.00.50.2
Total revenue72.575.081.280.0103.992.013.710.7
Earnings / (loss) before interest,
taxation, depreciation &
amortisation
(31.6)(33.6)1 7. 722.070.062.23.53.0
Other segment information
Total assets289.52 8 7. 2200.7205.199.294.939.134.4
Depreciation of property, plant &
equipment
(1.2)(1.9)(9.4)(10.7)(9.5)(9.1)(1.8)(1.3)
Amortisation of intangible assets(13.3)(12.4)(6.1)(5.7)(0.9)(0.9)(0.7)(0.6)
Amortisation of contract and
customer acquisition assets
--(2.6)(2.0)(6.8)(6.4)(1.4)(0.8)
1
Revenue from Corporate & Development Markets includes R&D Grant Income of $1.4M (31 March 2024: $1.7M).
EROAD Financial Statements 2025
PAGE 32 PAGE 33
Reconciliation of information on reportable segments
Restated*
20252024
$M’s$M’s
Revenue
Total revenue for reportable segments271.32 57. 7
Elimination of inter-segment revenue(76.9)(75.7)
Consolidated Revenue194.4182.0
EBITDA
Total EBITDA for reportable segments
59.653.6
Elimination of inter-segment EBITDA0.0(0.3)
Consolidated EBITDA
59.653.3
Depreciation
Total depreciation for reportable segments(21.9)(23.0)
Elimination of inter-segment depreciation-(0.2)
Consolidated Depreciation(21.9)(23.2)
Amortisation of intangible assets
Total amortisation for reportable segments(21.0)(19.6)
Elimination of inter-segment amortisation--
Consolidated Amortisation(21.0)(19.6)
Total assets
Total assets for reportable segments628.5621.6
Elimination of inter-segment balances(168.2)(168.1)
Consolidated Total Assets460.3453.5
Allocation of goodwill, property, plant and equipment and other intangible assets
Included within Total Assets are Development Assets of $107.6M (Restated 31 March 2024: $109.0M) which for the purpose of the
segment note have been allocated to the Corporate & Development Market based on the ownership of intellectual property. The
amortisation for these assets are also presented in the Corporate & Development segment. The Group‘s cash generating units
(CGUs) are North America, New Zealand and Australia. For impairment testing purposes management allocate the Development
Assets to the CGU based on the specific CGU that the Development Asset relates to, or if the Development Asset is developed
for use globally across all CGUs, the asset is allocated to CGUs based on the proportionate share of the Group‘s Contracted Units.
Property, plant and equipment and other finite intangible assets are also included and tested as part of impairment testing of
respective CGUs.
Also included in the total assets is the intangible assets acquired through the acquisition of the Coretex subsidiaries and resulting
goodwill. The allocation of these to respective CGUs has been done based on valuation expert advice as part of acquisition
accounting during the period ended 31 March 2022.
The allocation of the Development Assets, goodwill and other intangibles to CGUs within the following reportable segments for
the purpose of impairment testing was as follows:
Development AssetsGoodwillBrand
Customer
relationships
$M's$M's$M's$M's
31 March 2025
North America50.7106.91.321.2
New Zealand50.05.7-1.0
Australia6.914.4-3.1
1 07. 61 2 7. 01.325.3
Restated 31 March 2024
North America52.6101.92.022.0
New Zealand50.35.7-1.0
Australia6.114.2-3.4
109.0121.82.026.4
Geographic information
The geographic information below analyses the Group‘s revenue and non-current assets by the Company‘s country of domicile
and other countries. In presenting the following information revenue has been based on the geographic location of customers
and assets were based on the geographic location of the assets. These allocations are not aligned with the Group‘s reportable
segments.
Restated*
20252024
$M’s$M’s
Revenue
New Zealand100.991.8
All foreign countries:
USA80.179.6
Australia13.410.6
Total revenue194.4182.0
Non-current assets
New Zealand143.4145.2
All foreign countries:
USA182.01 8 7. 3
Australia31.829.6
Total non-current assets3 57. 2362.1
Non-current assets exclude financial instruments and deferred tax assets.
NOTE 1 SEGMENT REPORTING (CONTINUED)NOTE 1 SEGMENT REPORTING (CONTINUED)
EROAD Financial Statements 2025
PAGE 34 PAGE 35
Restated*
20252024
$M’s$M’s
Reconciliation of geographical non-current assets
to total non-current assets
Geographical non-current assets3 57. 2362.1
Deferred tax assets18.01 7. 7
Derivative financial instruments0.3-
Total non-current assets375.5379.8
NOTE 2 REVENUE
20252024
$M’s$M’s
Revenue from contracts with customers
Subscription revenue182.9171.5
Uncontracted hardware revenue2.43.5
Other
Transaction fee revenue5.73.3
Other revenue and income2.02.0
Grant income1.41.7
Total Revenues194.4182.0
Set out above is the disaggregation of the Group’s revenue. The disaggregation reflects the nature, amount, timing and
uncertainty of revenue and cash flows are affected by economic factors.
Revenue recognition
Revenue is measured based on the consideration specified in a contract with a customer. The Group recognises revenue when it
transfers control over a good or a service to a customer.
The Group provides electronic on-board units to its customers, which comprise the provision of hardware and the rendering of
services.
The supply of electronic on-board units (leased or purchased outright), installation of the units and providing services are not
distinct and have one single performance obligation (linked to the service contract). Consequently, the Group does not recognise
revenue separately for these goods and services but recognises this revenue together as the provision of subscription revenue.
Subscription revenue
Subscription revenue represents revenue earned from customer contracts for the sale or rental of hardware, installation services,
training and support services and provision of software services.
As noted above, the Group has determined that for the majority of customers the supply and installation of units and the services
are not distinct and treated as one single performance obligation. That is, EROAD’s customers do not have the right to direct the
use of EROAD’s assets (such as the Ehubo, Corehub and TMU units) as EROAD continues to have the right and ability to change
how the asset operates during the customer’s contract period. These contracts are therefore accounted for as service contracts.
The Group generates revenue through the sale of hardware assets, rental of hardware assets, installation of hardware assets and
provision of software services as part of contracts with customers as part of a bundled package. These hardware units enable
customers to access the software platform offered by the Group. The transaction involving hardware and accessories do not
convey a distinct good or service. The sale does not transfer control to the customer as the Group provides a significant service
of integrating the software service to produce a combined output. The sale of the hardware, accessories and software service are
referred to as subscription revenue, which is recognised on a straight line basis over the contract period to reflect the fulfilment of
the performance obligations as they arise. There are no variable consideration terms within the contracts.
The Group offers installation services as part of a number of promises to transfer goods and services within each contract.
Installation services do not convey a distinct good or service and therefore are not a separate performance obligation as the
installation is a set-up activity that does not provide the customer a direct benefit other than access to the software services. As a
result, the installation service is considered as part of the single performance obligation referred to as software as a service (SaaS)
revenue, which includes the software service and hardware sale or rental for which the customer simultaneously receives and
consumes the benefit of the service.
A contract liability is recognised where consideration is received in advance of the completion of associated performance
obligations. The contract liability is derecognised over time evenly over the period of the contract as the customer derives the
benefit evenly from the services provided over the contract period. The majority of contracts are for 3 years and can be for a term
of up to 5 years. As a result there is a financing component which the group recognise as a finance cost when consideration is
received in advance.
Uncontracted hardware revenue
Hardware revenue purchased with a subscription is recognised over the first month‘s subscription. Hardware revenue reflects
hardware sales where a subscription must be separately purchased to utilise the hardware and obtain access to services. The
hardware together with the monthly subscription is considered a single performance obligation. A receivable is recognised by the
Group when the right to consideration becomes unconditional, as only the passage of time is required before payment is due.
The installation revenue associated with uncontracted hardware units is included in the hardware revenue line and recognised
when the installation is completed.
The services revenue associated with the uncontracted hardware units is included in the software as a service revenue line and is
recognised when the performance obligation is completed.
Transaction fees
Transaction fee revenue relates to the collection of Road User Charges (RUC) fees. The Group acts as an agent for transport
authorities in the market that is operates in. Where the RUC fees are collected on their behalf, the Group charges a commission.
The revenue recognised is the net amount of the commission fee earned by the Group.
Grant income
Government grants are recognised at fair value in the statement of comprehensive income over the same periods as the costs for
which the grants are intended to compensate. No unfulfilled conditions or contingencies exist related to the government grants.
Future contracted income
The Group reports the Non-GAAP measure, Future Contracted Income. The definition of Future Contracted Income includes all
future hardware and subscription cash inflows relating to income under non-cancellable long-term agreements. The disclosure
below aligns with the Future Contracted Income reported by the Group.
NOTE 2 REVENUE (CONTINUED)NOTE 1 SEGMENT REPORTING (CONTINUED)
EROAD Financial Statements 2025
PAGE 36 PAGE 37
Transaction price allocated to the remaining performance obligations
The below table represents the revenue allocated to performance obligations that are unsatisfied or partially unsatisfied at the
period end. The revenue amounts yet to be recognised under non-cancellable contract agreements at 31 March 2025 are expected
to be recognised by EROAD based on the time bands disclosed below.
20252024
$M’s$M’s
Subscription revenue
No later than one year108.293.6
Later than one year, no later than five years206.9169.1
Total price allocated to remaining performance obligations315.1262.7
NOTE 3 CONTRACT FULFILMENT AND COSTS TO OBTAIN CONTRACTS
Capitalised contract fulfilment costs
The Group capitalises incremental costs of fulfilling customer contracts, typically distribution and installation costs. Contract
fulfilment costs are amortised evenly over the period of the contract. The majority of contracts are for 3 years and can be for a
term of up to 5 years. Customers who do not sign up to a term have contract fulfilment costs expensed up-front.
Capitalised contract acquisition costs
The Group has applied a policy of capitalising only costs that are incremental in obtaining contracts with customers, typically
sales commissions. Contract acquisition costs are amortised evenly over the period of the contract. The majority of contracts
are for 3 years and can be for a term of up to 5 years. Customers who do not sign up to a term have contract acquisition costs
expensed up-front.
The following table provides information about contract fulfilment and costs to obtain contracts with customers:
Contract fulfilmentCosts to obtain contracts
2025202420252024
$M’s$M’s$M’s$M’s
Opening net book value12.09.35.14.1
Additions9.810.02.63.9
Amortisation(7.9)(7.3)(2.9)(2.9)
Closing net book value13.912.04.85.1
Current6.75.82.72.4
Non-current7. 26.22.12.7
NOTE 2 REVENUE (CONTINUED)NOTE 4 CONTRACT LIABILITIES
The Group enters into contracts with customers for the provision of software services over a contracted period. As stated in the
accounting policies, this revenue is recognised over time as the customer simultaneously receives and consumes the benefit of the
service. The Group has determined that the benefit of the services provided is consumed evenly over the period of the contract,
and thus the performance obligations are satisfied evenly over the period. Where the Group receives a portion of the transaction
price of a contract in advance, this is recognised as a contract liability and released over the contract period as the Group satisfies
its performance obligations.
20252024
$M’s$M’s
Opening balance23.619.4
Amounts deferred during the period23.318.8
Amount recognised in the statement of comprehensive income(14.7)(14.6)
32.223.6
Current 20.310.9
Non-current11.912.7
EROAD Financial Statements 2025
PAGE 38 PAGE 39
NOTE 5 EXPENSES
20252024
Notes$M’s$M’s
Personnel expenses - net of capitalised employee
remuneration
665.761.8
Administrative and other operating expenses37. 936.5
SaaS platform costs29.428.7
Directors fees0.90.8
Fees paid to auditors - KPMG0.90.9
Total operating expenses134.8128.7
During the year the costs expensed for Research and Development was $20.6M (31 March 2024: $11.9M). Additionally, costs
expensed in relation to the San Diego floods was $0.1M.
The auditor of EROAD Limited is KPMG. The fees expensed for KPMG services are disclosed below.
20252024
$M’s$M’s
Audit or review of financial statements
Audit of financial statements 0.6 0.5
Review of financial statements 0.1 0.1
Total audit or review of financial statements 0.7 0.6
Other assurance services and other agreed-upon procedures
Review of NZTA transactions to assess compliance with the NZTA
Service Delivery Agreement (assurance engagement)
0.00.0
Review of RDTi (agreed-upon procedures)0.00.0
Total other assurance services and other agreed-upon procedures0.00.0
Total audit or review and other assurance services and agreed-upon
procedures.
0.70.6
Taxation services
Corporate Income Tax, GST and other tax compliance 0.1 0.2
Transfer pricing review 0.1 0.1
Total taxation services 0.2 0.3
Total fees for services other than the audit or review of financial
statements
0.2 0.3
Total fees for services provided by KPMG 0.9 0.9
Total taxation services as a percentage of total audit or review and other
assurance services and other agreed-upon procedures
25%50%
Refer to Principle 7 in the Governance Report for further details.
NOTE 6 PERSONNEL EXPENSES
20252024
$M’s$M’s
Salaries and wages - excluding capitalised commission costs70.269.7
Annual leave(0.1)0.5
Performance bonus2.40.4
Share-based payments1.74.1
Salaries and wages capitalised to development and software assets(8.5)(12.9)
65.761.8
EROAD Financial Statements 2025
PAGE 40 PAGE 41
Working capital
This section provides information about the primary elements of the Group’s working capital.
This section includes the following notes:
NOTE 7 CASH AND CASH EQUIVALENTS, RESTRICTED CASH AND PAYABLES TO
TRANSPORT AGENCIES
NOTE 8 TRADE AND OTHER RECEIVABLES
NOTE 9 TRADE PAYABLES AND ACCRUALS
NOTE 7 CASH AND CASH EQUIVALENTS, RESTRICTED CASH AND PAYABLES TO TRANSPORT AGENCIES
20252024
$M’s$M’s
Cash and cash equivalents13.814.5
Restricted bank accounts26.117.8
39.932.3
Cash and cash equivalents exclude restricted bank accounts. Restricted bank accounts are presented separately from cash and
cash equivalents on the face of the Statement of Financial Position and movements in restricted bank accounts are excluded from
the Statement of Cash Flows. The restricted bank accounts relate to Road Users tax collected from clients due for payment to the
appropriate government agency.
Payables to transport agencies(26.1)(17.8)
NOTE 8 TRADE AND OTHER RECEIVABLES
20252024
$M’s$M’s
Trade receivables32.025.3
Allowance for expected credit losses on trade receivables(6.9)(4.6)
25.120.7
Prepayments and other receivables10.312.5
35.433.2
In addition to the movement in the expected credit losses, the Group has written off $1.6M (2024: $0.9M) of bad debts to the
statement of comprehensive income.
Trade receivables are amounts due from customers for products sold and services provided. Trade receivables are recognised
initially at their transaction price and subsequently measured at the amount to be collected. Due to the short term nature of these
debtors, their carrying value is assumed to approximate fair value.
The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit
or loss. The Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in credit risk, but
instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix
that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic
environment. That is, to measure the expected credit losses, trade receivables have been grouped based on customer industry
risk characteristics and the days past due. The expected loss rates are based on recent payment profiles, historical customer
behaviour, age of debt and individual customer circumstances.
NOTE 9 TRADE PAYABLES AND ACCRUALS
20252024
$M’s$M’s
Trade payables4.612.9
Tax payable2.92.9
Sundry accruals15.514.5
23.030.3
Trade payables are carried at amortised cost. Due to their short-term nature, they are not discounted.
EROAD Financial Statements 2025
PAGE 42 PAGE 43
Long-term assets
This section provides information about the investment the Group has made in long-term assets to operate
the business.
This section includes the following notes:
NOTE 10 PROPERTY, PLANT AND EQUIPMENT
NOTE 11 INTANGIBLE ASSETS
NOTE 12 LEASES AS LESSEE
NOTE 10 PROPERTY, PLANT AND EQUIPMENT
Right of
use assets
Hardware
assets
Plant and
equipment
Leasehold
improvements
Motor
vehicles
Office
equipment
ComputersTotal
$M’s$M's$M's$M's$M's$M's$M's$M's
Year ended 31 March 2025
Opening net book
amount
4.781.60.11.20.10.40.788.8
Additions0.615.2-0.0-0.10.416.3
Disposals-(2.3)--0.0--(2.3)
Depreciation charge(1.3)(19.6)(0.1)(0.2)(0.1)(0.1)(0.5)(21.9)
Effect of movement in
exchange rates
0.11.3-0.00.00.00.01.4
Closing net book
amount
4.176.20.01.00.00.40.682.3
At 31 March 2025
Cost8.7142.90.83.00.32.15.8163.6
Accumulated
depreciation
(4.6)(66.7)(0.8)(2.0)(0.3)(1.7)(5.2)(81.3)
Net book amount4.176.20.01.00.00.40.682.3
Right of
use assets
Hardware
assets
Plant and
equipment
Leasehold
improvements
Motor
vehicles
Office
equipment
ComputersTotal
$M's$M’s$M’s$M’s$M’s$M’s$M’s$M’s
Year ended 31 March 2024
Opening net book
amount
5.768.70.11.60.20.60.977.8
Additions0.333.00.00.0-0.00.533.8
Disposals0.0(1.3)--0.0-0.0(1.3)
Depraciation charge(1.5)(20.3)0.0(0.4)(0.1)(0.2)(0.7)(23.2)
Effect of movement in
exchange rates
0.21.5-0.00.00.00.01.7
Closing net book
amount
4.781.60.11.20.10.40.788.8
At 31 March 2024
Cost8.6135.20.82.90.42.05.3155.2
Accumulated
depreciation
(3.9)(53.6)(0.7)(1.7)(0.3)(1.6)(4.6)(66.4)
Net book amount4.781.60.11.20.10.40.788.8
EROAD Financial Statements 2025
PAGE 44 PAGE 45
Included in the Hardware Assets is equipment under construction to be leased or sold of $22.0M (2024: $33.2M). Due to the
majority of the equipment under construction being ultimately sold under contract and forming part of hardware assets on the
Group‘s fixed asset register it has been accordingly classified under hardware assets.
Items of plant and equipment are stated at cost, less accumulated depreciation and impairment losses. Cost includes the purchase
consideration, and those costs directly attributable to bringing the asset to the location and condition necessary for its intended
use. Where an item of plant and equipment is disposed of, the gain or loss recognised in the statement of comprehensive income
is calculated as the difference between the net sales price and the carrying amount of the asset.
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 restore the
underlying asset or the site on which it is located, less any lease incentives received.
Subsequent costs
The Group recognises in the carrying amount of an item of property, plant and equipment the cost of replacing part of such an
item when that cost is incurred if it is probable that the future economic benefits embodied within the item will flow to the Group
and the cost of the item can be measured reliably. All other costs are recognised in the statement of comprehensive income as an
expense in the period they are incurred.
Impairment
Property, plant and equipment is tested for impairment when there are indicators of impairment. It is not possible to identify
separately identifiable cash flows for property, plant and equipment as hardware assets are sold together with various SaaS
services as a package. Property, plant and equipment is allocated to the Group‘s CGUs as described in note 1 for the purposes of
impairment testing.
Depreciation
Depreciation begins when the asset is in the location and condition necessary for it to be capable of operating in the manner
intended by management.
The following rates have been used on a straight line basis:
Leasehold improvements 3 to 9 years
Hardware assets 3 to 6 years
Plant and equipment 3 to 11 years
Computer/Office equipment 1 to 5 years
Motor vehicles 3 to 5 years
Right of use assets 3 to 9 years
The above rates reflect the estimated useful lives of the respected categories. Consideration was given to how long assets can be
deployed and any expected network changes. Leasehold improvements are depreciated over the contracted lease term.
NOTE 10 PROPERTY, PLANT AND EQUIPMENT (CONTINUED)NOTE 11 INTANGIBLE ASSETS
DevelopmentSoftwareGoodwillBrand
Customer
relationships
Patents,
trademarks and
other rights
Total
$M’s$M’s$M’s$M’s$M’s$M’s$M’s
Year ended 31 March 2025
Opening net book amount109.05.1121.82.026.40.1264.4
Additions14.50.4----14.9
Effect of movement in foreign
exchange rate
1.0-5.20.11.0-7. 3
Amortisation charge(16.9)(1.2)-(0.8)(2.1)0.0(21.0)
Closing net book amount1 07. 64.31 2 7. 01.325.30.1265.6
At 31 March 2025
Cost195.712.81 2 7. 04.033.70.1373.3
Accumulated amortisation(88.1)(8.5)-(2.7)(8.4)0.0(107.7)
Net book amount1 07. 64.31 2 7. 01.325.30.1265.6
DevelopmentSoftwareGoodwillBrand
Customer
relationships
Patents,
trademarks and
other rights
Total
$M’s$M’s$M’s$M’s$M’s$M’s$M’s
Year ended 31 March 2024
Restated opening net book amount102.65.8116.72.62 7. 30.1255.1
Additions21.00.3----21.3
Effect of movement in foreign
exchange rate
1.2-5.10.11.2-7. 6
Amortisation charge(15.8)(1.0)-(0.7)(2.1)0.0(19.6)
Restated closing net book amount109.05.1121.82.026.40.1264.4
At 31 March 2024
Cost179.712.4121.83.832.30.1350.1
Accumulated amortisation(70.7)(7.3)-(1.8)(5.9)0.0(85.7)
Net book amount109.05.1121.82.026.40.1264.4
The useful lives of the Group’s Intangible Assets are assessed to be finite except for goodwill. Assets with finite lives are amortised
over their useful lives and tested for impairment whenever there are indications that the assets may be impaired.
EROAD Financial Statements 2025
PAGE 46 PAGE 47
Research and Development
Expenditure on research activities, undertaken with the prospect of gaining new technical knowledge and understanding, is
recognised in the statement of comprehensive income when incurred.
Development activities involve a plan or design for the production of new or substantially improved products and processes.
Development expenditure is capitalised only if development costs can be measured reliably, the product or process is
technically and commercially feasible, future economic benefits are probable, and the Group intends to and has sufficient
resources to complete development and to use or sell the asset. The expenditure capitalised includes the cost of materials,
direct labour and overhead costs that are directly attributable to preparing the asset for its intended use. Other development
expenditure is recognised in the statement of comprehensive income when incurred. There is judgement involved in relation to
whether a project meets the capitalisation criteria, and whether the expenditure can be directly attributable to the respective
project.
Capitalised development expenditure is measured at cost less accumulated amortisation and accumulated impairment losses.
Other intangible assets
Other intangible assets, including customer relationships, brand, patents and trademarks, that are acquired by the Group and
have finite useful lives are measured at cost less accumulated amortisation and any accumulated impairment losses.
Subsequent expenditure
Subsequent expenditure is capitalised when it increases the future economic benefits embodied in the specific asset to
which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in the
statement of comprehensive income when incurred.
Amortisation
Patents 10 to 20 years
Development Hardware & Platform 7 to 15 years
Development Products 5 to 10 years
Software 5 to 7 years
Customer relationships 15 years
Brand 5 years
Impairment
The acquisition of Coretex on 1 December 2021, meant goodwill was recognised for the excess between the fair value of
consideration paid and the fair value of the net assets acquired. Net assets acquired included finite life intangibles assets such
as customer relationships, brands, software and development assets. The goodwill and finite life intangibles were then allocated
to the CGUs of the business with the assistance of external specialists. When goodwill is acquired in a business combination,
under the accounting standards, NZ IAS 36 requires an impairment test to be completed annually (for CGUs in which goodwill
has been allocated) irrespective of whether there is any indication of impairment. An impairment test is also required when there
is an indicator of impairment identified each reporting period. Refer to note 1 for the allocation of goodwill, property, plant and
equipment and other finite life intangible assets to CGUs. The CGUs are considered the lowest level for which there are separately
identifiable cashflows. Corporate costs attributable to the CGUs are allocated to the respective CGUs as part of impairment
testing. Unallocated corporate costs and assets are also tested for impairment using a top down approach.
NOTE 11 INTANGIBLE ASSETS (CONTINUED)
Impairment testing of CGUs
Under the accounting standards one of the external sources of information that may indicate that an impairment exists is
when the carrying amount of the net assets of the entity exceeds the entity’s market capitalisation. At 31 March 2025 this is
the case for the EROAD Group. The share price of EROAD at 31 March 2025 being $0.95 equating to a market capitalisation
of $178.0M compared to net assets of $331.7M at the same date. To complete the annual impairment testing management
assessed the recoverable amount of each of CGUs of which goodwill, property, plant and equipment and finite life intangible
assets have been allocated by reference to its value in use (VIU) determined using a discounted cash flows model. The
recoverable amounts of the CGUs were estimated based on the following significant assumptions:
Amount the
VIU exceeds the
carrying value
Revenue
CAGR
WACC
$M’s
(functional currency)
New Zealand242.26.73%12.25%
North America100.014.56%12.00%
Australia42.623.75%12.00%
The inputs used for the growth in revenue in the CGUs reflect past experience and the forecast performance of the group.
Terminal growth rate of 2.5% applied to 2031 and thereafter for Australia and North America, 2.0% applied for New Zealand.
Sensitivity analysis was undertaken which concluded that New Zealand results are not particularly sensitive to changes in the
underlying assumptions. North America and Australia are sensitive to the achievement of forecast revenue growth and changes
in the discount rate.
Change in individual assumptions, while keeping all other assumptions constant which results in the recoverable value to
equate to the carrying value is shown in the sensitivity analysis below:
Input required for the VIU to equate to the carrying value
Revenue
CAGR
WACC
New ZealandNot sensitiveNot sensitive
North America3.00%16.49%
Australia9.50%16.82%
The Group concluded that the recoverable amount of each of the CGUs were higher than their respective carrying values and
therefore no impairment was considered necessary at 31 March 2025.
NOTE 11 INTANGIBLE ASSETS (CONTINUED)
EROAD Financial Statements 2025
PAGE 48 PAGE 49
NOTE 12 LEASES AS LESSEE
20252024
$M’s$M’s
Maturity analysis - contractual undiscounted cash flows
Less than one year1.81.5
One to five years4.14.9
More than five years0.50.9
Total undiscounted lease liabilities6.47. 3
Current 1.51.2
Non-current4.15.1
Lease liabilities included in the statement of financial position5.66.3
Amounts recognised in Statement of Comprehensive Income
20252024
$M’s$M’s
Interest expense on lease liabilities0.20.2
Depreciation on right of use assets1.51.5
Amounts recognised in Statement of Cash Flows
20252024
$M’s$M’s
Total cash outflow for leases(1.8)(2.1)
NOTE 12 LEASES AS LESSEE (CONTINUED)
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date,
discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental
borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.
Lease payments included in the measurement of the lease liability comprise the following:
-fixed payments, including in-substance fixed payments;
-variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement
date;
-amounts expected to be payable under a residual guarantee;
-the exercise priced under a purchase option that the Group is reasonably certain to exercise;
-lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option; and
-penalties for early termination of a lease unless the Group is reasonably certain not to terminate early.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change
in future lease payments arising from a change in an index or rate, if there is a change in the Group’s estimate of the amount
expected to be payable under a residual value guarantee, or if the Group changes its assessment of whether it will exercise a
purchase, extension or termination option.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use
asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
EROAD Financial Statements 2025
PAGE 50 PAGE 51
Debt and equity
This section outlines the Group’s capital structure and the related financing costs. This section includes the
following notes:
NOTE 13 BORROWINGS
NOTE 14 FINANCE INCOME AND FINANCE EXPENSES
NOTE 15 EQUITY
NOTE 16 SHARE-BASED PAYMENTS
NOTE 13 BORROWINGS
20252024
$M’s$M’s
Current borrowings
Term Loans5.02.5
5.02.5
Non-current borrowings
Term loans 17.522.5
Revolving credit facility3.512.3
Capitalised borrowings costs(0.4)(0.7)
20.634.1
2025202520242024
Nominal
Interest
Year of
Maturity
Face
Value
$M’s
Carrying
amount
$M’s
Face
Value
$M’s
Carrying
amount
$M’s
Term Loans8.40%202622.522.525.025.0
Revolving credit facility8.40%20263.53.512.312.3
Capitalised borrowing costs-(0.4)-(0.7)
26.025.63 7. 336.6
The above nominal interest rate represents the weighted average rate of the entire facility.
At 31 March 2025, EROAD had the following facilities in place:
$22.5M (NZD) Term Loan Facility A – the Term Loan has a term of 36 months from 4 October 2023 refinance effective date,
with the facility having a maturity date in October 2026. The total facility commitments reduce by $1.25M on a quarterly basis
until the maturity of the facility. Accordingly, $5.0M of debt has been classified as current. The full outstanding balance is
payable on the termination date.
$47.5M (NZD) Revolving Credit Facility B – the Revolving Credit Facility has a term of 36 months from 4 October 2023 effective
refinance date with a periodic roll over feature at the end of each interest period (90 days) that is subject to continued
compliance with the terms of the loan agreement, with the facility having a maturity date in October 2026. Funds may be
drawn in NZ Dollars, AU Dollars, or US Dollars. The total facility commitments reduce by $1.25M on a quarterly basis until the
maturity of the facility. The full outstanding balance is payable on the termination date.
$5.0M Multi-option working capital facility – for capital expenditure and general working capital purposes. This is an on
demand facility. The full outstanding balance is payable on the termination date.
EROAD’s operating covenants to support the above facilities include Interest Cover Ratio, Leverage Ratio and Obligor Assets to
Group Assets. EROAD was compliant with covenants during the period and at 31 March 2025.
The security package for the Multi-Option Credit Facility Agreement includes an all obligations cross-guarantee granted by
EROAD Financial Services Limited, EROAD Australia Pty Limited, EROAD Inc, Coretex Limited, Imarda Pty Limited, Coretex
Australia Pty Limited, Coretex NZ Limited, and Coretex USA Inc in favour of the BNZ (in its capacity of Security Trustee for the
banking syndicate). In respect of the obligations of EROAD Limited, and a General Security Agreements granted by EROAD
Limited, EROAD Financial Services Limited, EROAD Inc, EROAD Australia Pty Limited, Coretex Limited, Imarda Pty Limited,
Coretex Australia Pty Limited, Coretex NZ Limited, and Coretex USA Inc in favour of the BNZ (in its capacity of Security Trustee
for the banking syndicate).
Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised
as part of the cost of that asset. Other borrowing costs are recognised as an expense in the period in which they are incurred.
EROAD Financial Statements 2025
PAGE 52 PAGE 53
NOTE 14 FINANCE INCOME AND FINANCE EXPENSES
20252024
$M’s$M’s
Finance expenses
Interest expense(5.2)(6.7)
Interest expense - lease liabilities(0.2)(0.2)
Interest expense - contract liabilities(1.2)(1.1)
Foreign exchange losses(0.1)(0.5)
Total finance expenses(6.7)(8.5)
Finance income
Interest Income1.00.7
NOTE 15 EQUITY
Paid up capital
All issued shares are fully paid up and have equal voting rights and share equally in dividends and surplus on winding up.
Number of
ordinary shares
Issue price
$
Issued Capital
$
1 April 2024184,821,022353.5
Shares issued to employees2,589,6100.972.6
31 March 2025187,410,632356.1
At 31 March 2025 there were 187,410,632 authorised and issued ordinary shares (31 March 2024: 184,821,022). 386,166 (31 March
2024: 386,166) shares are held in trust for employees in relation to the long-term incentive plan and are accounted for as
treasury stock.
The calculation of both basic and diluted loss/profit per share at 31 March 2025 was based on the profit attributable to
ordinary shareholders of $1.4M (Restated 2024: loss of $0.8M). The weighted number of ordinary shares on 31 March 2025
was 186,222,866 (2024: 149,705,877) for basic earnings per share and 186,750,744 for diluted earnings per share (2024:
150,215,917).
Share capital premium/discount
This account is for the difference between the issued share price and the trading share price (or fair value share price) on date
of issue and includes contigent consideration portion classified as equity related to the acquisition of Coretex. There have been
no changes since 31 March 2024.
Other components of equity include:
• Translation reserve - comprises foreign currency translation differences arising from the translation of financial statements
of the Group‘s foreign subsidiaries into New Zealand dollars.
• Hedging reserve - the hedging reserve is used to record gains or losses on instruments used as cash flow hedges. The
amounts are recognised in profit and loss when the hedged transaction affects profit and loss.
• Retained earnings - includes all current and prior period retained profits and losses and share-based employee
remuneration.
NOTE 16 SHARE-BASED PAYMENTS
At 31 March 2025, the Group had the following share-based payment arrangements.
FY20 Long Term Incentive Grant
Under the FY20 long term Incentive (LTI) Grant, 56,949 performance share rights (PSRs) were forfeited during the year and there
are no PSR‘s outstanding as at 31 March 2025. PSRs were issued (for nil consideration) to participants which convert to shares (for
nil consideration) if targets are met. PSRs do not entitle the holder to receive dividends or other distributions, or vote in respect of
EROAD Limited ordinary shares, although under the terms of the plan an additional number of shares will be issued on conversion
of fully vested PSRs to reflect dividends paid to EROAD Limited shares prior to exercise. On becoming exercisable, each PSR
entitles the holder to one fully paid ordinary EROAD Limited share, subject to adjustment in accordance with the plan rules and
the performance hurdles, ranking equally with all other EROAD Limited ordinary shares. For the FY20 LTI plan, the award is linked
to growth in EROAD’s total contracted units (TCUs) between 1 April 2019 and 31 March 2022. Participants bear the tax liability
of the LTI plan. The Board retains discretion over the final outcome of PSR payments, to allow appropriate adjustments where
unanticipated circumstances may impact performance over the measurement period.
FY23 Share Retention Grant #1
Under the FY23 Share Retention Grant, 403,691 performance share rights (PSRs) were issued (for nil consideration) to participants
which convert to shares (for nil consideration) if targets are met. PSRs do not entitle the holder to receive dividends or other
distributions, or vote in respect of EROAD Limited ordinary shares. On becoming exercisable, each PSR entitles the holder to one
fully paid ordinary EROAD Limited share, subject to adjustment in accordance with the plan rules and the performance hurdles,
ranking equally with all other EROAD Limited ordinary shares.
The FY23 Share Retention Plan had a vesting date of 30 May 2024 and ultimately vested on 11 June 2024. 195,835 PSRs vested
with the remaining balance having lapsed due to performance criteria not being met or surrendered to meet tax obligations.
FY24 Share Retention Grant #1
Under the FY24 Share Retention Grant, 661,386 performance share rights (PSRs) were issued (for nil consideration) to a
participant which convert to shares (for nil consideration) if targets are met. PSRs do not entitle the holder to receive dividends or
other distributions, or vote in respect of EROAD Limited ordinary shares. On becoming exercisable, each PSR entitles the holder
to one fully paid ordinary EROAD Limited share, subject to adjustment in accordance with the plan rules and the performance
hurdles, ranking equally with all other EROAD Limited ordinary shares.
The FY24 Share Retention Grant #1 had three vesting dates aligned to performance hurdles. The first two of these hurdles have
been met in the prior year. The last hurdle was met during the year with 109,388 PSR‘s vesting and 113,059 surrended to meet tax
obligations.
FY24 Long Term Incentive Grant #1
Under the FY24 Long Term Incentive (LTI) Grant #1 life to date we have issued 1,493,098 performance share rights (PSRs) for nil
consideration subject to performance hurdles being met. PSRs do not entitle the holder to receive dividends or other distributions,
or vote in respect of EROAD Limited ordinary shares. Participants may be paid in cash or shares. On becoming exercisable, each
PSR entitles the holder to one fully paid ordinary EROAD Limited share, subject to adjustment in accordance with the plan rules
and the performance hurdles, ranking equally with all other EROAD Limited ordinary shares.
The FY24 LTI Grant vests after determining financial results for 31 March 2026.
FY24 Long Term Incentive Grant #2
Under the FY24 Long Term Incentive Grant #2, 278,437 performance share rights (PSRs) were issued (for nil consideration) to a
participant which convert to shares (for nil consideration) if targets are met. PSRs do not entitle the holder to receive dividends or
other distributions, or vote in respect of EROAD Limited ordinary shares. On becoming exercisable, each PSR entitles the holder
to one fully paid ordinary EROAD Limited share, subject to adjustment in accordance with the plan rules and the performance
hurdles, ranking equally with all other EROAD Limited ordinary shares.
The FY24 LTI Grant vested on 24 June 2024 and all PSR‘s vested in the period.
FY25 Long Term Incentive Grant
Under the FY25 Long Term Incentive (LTI) Grant #1, life to date we have issued 6,523,286 performance share rights (PSRs) for nil
consideration subject to performance hurdles being met. PSRs do not entitle the holder to receive dividends or other distributions,
or vote in respect of EROAD Limited ordinary shares. Participants may be paid in cash or shares. PSRs do not entitle the holder to
receive dividends or other distributions, or vote in respect of EROAD Limited ordinary shares. On becoming exercisable, each PSR
entitles the holder to one fully paid ordinary EROAD Limited share, subject to adjustment in accordance with the plan rules and
the performance hurdles, ranking equally with all other EROAD Limited ordinary shares.
The FY25 LTI Grant vests after determining financial results for 31 March 2027. 1,425,165 PSRs were forefeited during the year due
to the employees no longer being employed by the group.
EROAD Financial Statements 2025
PAGE 54 PAGE 55
NOTE 16 SHARE-BASED PAYMENTS (CONTINUED)
FY25 Share retention Grant #1
Under the FY25 Share Retention Grant, 457,253 performance share rights (PSRs) were issued (for nil consideration) to a
participant which convert to shares (for nil consideration) if targets are met. PSRs do not entitle the holder to receive dividends
or other distributions, or vote in respect of EROAD Limited ordinary shares. On becoming exercisable, each PSR entitles the
holder to one fully paid ordinary EROAD Limited share, subject to adjustment in accordance with the plan rules, ranking equally
with all other EROAD Limited ordinary shares.
The FY25 Share Retention Grant #1 Grant vested 5 March 2025 being one year of service from employee‘s start date.
FY25 Share retention Grant #2
Under the FY25 Share Retention Grant, 97,087 performance share rights (PSRs) were issued (for nil consideration) to a
participant which convert to shares (for nil consideration) if targets are met. PSRs do not entitle the holder to receive dividends
or other distributions, or vote in respect of EROAD Limited ordinary shares. On becoming exercisable, each PSR entitles the
holder to one fully paid ordinary EROAD Limited share, subject to adjustment in accordance with the plan rules, ranking equally
with all other EROAD Limited ordinary shares. The FY25 Share Retention Grant #1 Grant vests on 18 June 2025 being one year
of service from employee‘s start date.
Grant date/employees entitledPerformance share rights grantedVesting conditions
Jul 23May 24June 24Jul 24Oct 24Nov 24
Performance share rights granted to key management personnel
FY24 Long Term Incentive Grant #1878,153-----• 3 years service from grant date and based on performance and financial results for all 3 years to 31 March 2026
FY24 Share Retention Grant #1661,386-----• 1.25 years service from grant date and based on individual performance
FY24 Long Term Incentive Grant #2278,437-----• Based on financial results for 31 March 2024
FY25 Long Term Incentive Grant--4,262,141---• 3 years service from grant date and based on performance and financial results for all 3 years to 31 March 2027
FY25 Share retention Grant #1-4 57, 2 5 3----• 1 year service from grant date
FY25 Share retention Grant #2---97, 0 8 7-• 1 year service from grant date
Performance Shares Rights granted to other employees
FY24 Long Term Incentive Grant #1614,945-----• 3 years service from grant date and based on performance and financial results for all 3 years to 31 March 2026
FY25 Long Term Incentive Grant--1,588,486441,371-231,288• 3 years service from grant date and based on performance and financial results for all 3 years to 31 March 2027
2,432,921457,2535,850,627441,3719 7, 0 8 7231,288
EROAD Financial Statements 2025
PAGE 56 PAGE 57
The number of shares granted and forfeited during the period were as follows:
FY20 Long Term Incentive Grant
20252024
Outstanding at 1 April56,94956,949
Granted during the period--
Forfeited during the period(56,949)-
Vested during the period--
Outstanding at 31 March-56,949
FY23 Share Retention Grant #1
20252024
Outstanding at 1 April323,772403,691
Granted during the period--
Forfeited during the period(14,344)(79,919)
Surrendered during the period(113,593)-
Vested during the period(195,835)-
Outstanding at 31 March-323,772
FY24 Long Term Incentive Grant #1
20252024
Outstanding at 1 April1,357,993-
Granted during the period-1,493,098
Forfeited during the period(540,991)(135,105)
Surrendered during the period--
Vested during the period--
Outstanding at 31 March817,0021,357,993
FY24 Long Term Incentive Grant #2
20252024
Outstanding at 1 April278,437-
Granted during the period-278,437
Forfeited during the period--
Surrendered during the period--
Vested during the period(278,437)-
Outstanding at 31 March-278,437
NOTE 16 SHARE-BASED PAYMENTS (CONTINUED)
FY24 Share Retention Grant #1
20252024
Outstanding at 1 April222,447-
Granted during the period-661,386
Forfeited during the period--
Surrendered during the period(113,059)(156,964)
Vested during the period(109,388)(281,975)
Outstanding at 31 March-222,447
FY25 Long Term Incentive Grant
20252024
Outstanding at 1 April--
Granted during the period6,523,286-
Forfeited during the period(1,425,165)-
Surrendered during the period--
Vested during the period--
Outstanding at 31 March5,098,121-
FY25 Share retention Grant #1
20252024
Outstanding at 1 April--
Granted during the period4 57, 2 5 3-
Forfeited during the period--
Surrendered during the period(205,567)-
Vested during the period(251,686)-
Outstanding at 31 March--
FY25 Share retention Grant #2
20252024
Outstanding at 1 April--
Granted during the period97, 0 8 7-
Forfeited during the period--
Surrendered during the period--
Vested during the period--
Outstanding at 31 March9 7, 0 8 7-
During the year-ended 31 March 2025 an amount of $1.7M (2024: $4.1M) was recognised as an expense within the statement of
comprehensive income in relation to share-based payments for all share plans.
As at 31 March 2025, an amount of $2.7M (2024: $4.6M) is included in share based reserves in equity.
NOTE 16 SHARE-BASED PAYMENTS (CONTINUED)
EROAD Financial Statements 2025
PAGE 58 PAGE 59
Financial risk management
This section outlines the key risk management activities undertaken to manage the Group’s exposure to
financial risk. This section includes the following notes:
NOTE 17 FINANCIAL RISK MANAGEMENT
NOTE 18 HEDGE ACCOUNTING
NOTE 19 FAIR VALUE MEASUREMENT
NOTE 17 FINANCIAL RISK MANAGEMENT
As a result of the Group’s operations and sources of finance, it is exposed to credit risk, liquidity risk and market risks which
include foreign currency risk, commodity price risk and interest rate risk. These risks are described below. The principles under
which these risks are managed are set out in policy documents approved by the Board. The policy documents identify the risks
and set out the Group’s objectives, policies and processes to measure, manage and report the risks. The policies are reviewed
periodically to reflect changes in financial markets and the Group’s businesses.
Categories of financial instruments
Financial assets
All financial assets of the Group are classified at amortised cost except for hedging instruments that are recognised at fair value.
Financial liabilities
All financial liabilities of the Group are classified at amortised cost except for hedging instruments that are recognised at fair value.
The Group holds the following financial assets and liabilities, the table below shows their carrying amount and measurement basis.
20252024
Amortised
cost
Other
amortised
cost
FVTPLFair Value
hedging
instruments
Amortised
cost
Other
amortised
cost
FVTPLFair Value
hedging
instruments
$M’s$M’s$M’s$M’s$M’s$M’s$M’s$M’s
Financial assets
Cash and cash
equivalents
13.8---14.5---
Restricted bank account26.1---17.8---
Trade receivables32.0---25.3---
Derivative financial
assets
---0.4----
71.9--0.457. 6---
Financial liabilities
Borrowings-25.6---36.6--
Employee Entitlements-3.7---4.1--
Lease liabilities-5.6---6.3--
Trade and other
payables
-23.0---30.3--
Payables to transport
agencies
-26.1---17.8--
Derivative financial
liability
---1.4---0.4
-84.0-1.4-95.1-0.4
As at 31 March 2025 the derivative financial assets total $0.4M (comprising $0.1M in current assets and $0.3M in non-current
assets), and derivative financial liabilities total $1.4M (comprising $0.6M in current liabilities and $0.8M in non-current liabilities).
As at 31 March 2024 the derivative financial liabilities total $0.4M (comprising $0.3M in current liabilities and $0.1M in non-
current liabilities).
EROAD Financial Statements 2025
PAGE 60 PAGE 61
(a) Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its
contractual obligations, and it arises principally from the Group’s trade receivables from customers in the normal course of
business and bank balances. The Group manages its exposure to credit risk.
The Group‘s cash balances is held with a number of banks with the level of exposure to credit risk considered minimal with
low levels of cash held. Trade receivables balances are monitored on an ongoing basis. The Group‘s exposure to credit risk for
trade receivables is influenced mainly by the individual characteristics of each customer. The creditworthiness of a customer
or counterparty is determined by a number of qualitative and quantitative factors. Qualitative factors include external credit
ratings (where available), payment history and strategic importance of customer or counterparty. Quantitative factors include
transaction size, net assets of customer or counterparty, and ratio analysis on liquidity, cash flow and profitability. It is the
Group’s policy that all customers who wish to trade on terms are subject to credit verification on an ongoing basis with the
intention of minimising bad debts. The nature of the Group’s trade receivables is represented by regular turnover of product
and billing of customers based on the Group’s contractual payment terms. In North America, the Group requires that customers
under a certain fleet size to purchase the hardware with an upfront payment regardless of credit verification.
The carrying amount of the Group’s financial assets represents the maximum credit exposure as summarised below.
The aging of the Group’s Trade receivables at the reporting date was as follows:
20252024
GrossAllowance for
doubtful debts
GrossAllowance for
doubtful debts
$M’s$M’s$M’s$M’s
Not past due7. 40.28.40.4
Past due 1-30 days7. 90.56.30.4
Past due 31-60 days4.80.32.70.2
Past due over 61 days11.95.97. 93.6
32.06.925.34.6
b) Market risk
Market risk is the risk that changes in market prices, such as commodity prices, foreign exchange rates and interest rates, will
affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to
manage and control market risk exposures within acceptable parameters, while optimising the return on risk.
NOTE 17 FINANCIAL RISK MANAGEMENT (CONTINUED)
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in
market interest rates.
Changes in interest rates expose the Group to changes in the fair value of borrowings subject to fixed interest rates (fair value
risk), and changes in future interest payments on borrowings subject to floating interest rates (cash flow risk).
The Group is exposed to movements in interest rates on its interest-bearing borrowings.
The Group enters into interest rate swap agreements in order to provide an effective cash flow hedge against the variability in
floating interest rates. See note 18 for details of interest rate swap agreements.
To comply with the Group’s risk management policy, the hedge ratio is based on the interest rate swap notional amount to
hedge the same notional amount of bank loans. This results in a hedge ratio of 1:1. This is the same as used for actual risk
management purposes, and such a ratio is appropriate for the purposes of hedge accounting as it does not result in an
imbalance that would create hedge ineffectiveness.
In these hedge relationships the main sources of ineffectiveness are:
• a significant change in the credit risk of either party to the hedging relationship;
• where the hedge instrument has been transacted on a date different to the rate set date of the bank loan, interest rates
could differ; and
• differences in repricing dates between the swaps and the borrowings.
Other than these sources, due to the alignment of the hedged risk in the hedged item and hedged instrument, hedge
ineffectiveness is not expected to arise.
NOTE 17 FINANCIAL RISK MANAGEMENT (CONTINUED)
EROAD Financial Statements 2025
PAGE 62 PAGE 63
Foreign exchange risk
Foreign exchange risk is the risk that the value of the Group‘s assets, liabilities and financial performance will fluctuate due
to changes in foreign currency rates. The Group is exposed to currency risk on sales transactions that are denominated in a
currency other than the respective functional currencies of Group entities, primarily the US Dollar (USD) and Australian Dollar
(AUD). The Group is also exposed to currency risk on expense transactions that are denominated in a currency other than
the respective functional currencies of Group entities, primarily the US Dollar (USD), Australian Dollar and Euro (EUR). The
Group, may on occasion, enter into forward exchange contracts and foreign currency options to hedge the exposure to foreign
currency fluctuations on sales receipts and inventory purchases.
The Group reports in New Zealand dollars. Movements in foreign currency exchange rates affect reported financial results,
financial position and cash flows. Where practical, the Group attempts to reduce this risk by matching revenues and
expenditures, as well as assets and liabilities, by country and by currency. The Group at times will enter into forward exchange
contracts and foreign currency options to manage foreign exchange risk on the forecasted foreign currency transactions
(namely being the forecasted profits of the foreign currency subsisdiaries). Refer to note 18 for details on foreign currency
option agreements.
Foreign exchange rates applied against the New Zealand Dollar, at 31 March are as follows:
20252024
AUD 0.910.92
USD 0.570.60
The Group’s exposure to foreign currency risk at the reporting date was as follows (all amounts are denominated in New
Zealand dollars):
2025Restated 2024
AUDUSDAUDUSD
$M’s$M’s$M’s$M’s
Cash and cash equivalents0.31.40.71.9
Intangibles17.985.118.588.7
Trade receivables5.07. 73.07. 2
Lease liabilities0.0(1.6)(0.1)(1.8)
NOTE 17 FINANCIAL RISK MANAGEMENT (CONTINUED)
Summarised sensitivity analysis
The following table summarises the sensitivity of the Group’s financial assets and financial liabilities to interest rate and foreign
currency risk:
Foreign Currency RiskInterest Risk
-10%+10%-100BPS+100BPS
ProfitEquityProfitEquityProfitEquityProfitEquity
$M’s$M’s$M’s$M’s$M’s$M’s$M’s$M’s
2025
Cash and cash equivalents(0.1)(0.1)0.10.1(0.1)(0.1)0.10.1
Intangibles(6.5)(6.5)6.56.5----
Trade receivables(0.9)(0.9)0.90.9----
Lease liabilities0.10.1(0.1)(0.1)(0.1)(0.1)0.10.1
Interest rate swap-----(0.2)-(0.1)
Total (decrease) / increase(7.4)(7.4)7. 47. 4(0.2)(0.4)0.20.1
-10%+10%-100BPS+100BPS
ProfitEquityProfitEquityProfitEquityProfitEquity
$M’s$M’s$M’s$M’s$M’s$M’s$M’s$M’s
Restated 2024
Cash and cash equivalents(0.2)(0.2)0.20.2(0.1)(0.1)0.10.1
Intangibles(7.0)(7.0)7. 07. 0----
Trade receivables(0.7)(0.7)0.70.7----
Lease liabilities0.10.1(0.1)(0.1)0.10.1(0.1)(0.1)
Interest rate swap-----(0.2)-0.2
Total (decrease) / increase(7.8)(7.8)7. 87. 8-(0.2)-0.2
NOTE 17 FINANCIAL RISK MANAGEMENT (CONTINUED)
EROAD Financial Statements 2025
PAGE 64 PAGE 65
(c) Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as and when they become due and
payable. The Group’s approach to managing liquidity risk is to ensure, as far as possible, that it will always have sufficient
liquidity to meet its liabilities when they become due and payable, under both normal and stressed conditions, without
incurring unacceptable losses or risking damage to the Group’s reputation.
The Group ensures that it has sufficient cash on demand to meet expected operational expenses for a period of 90 days,
including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot
reasonably be predicted, such as natural disasters.
The following table details the Group‘s contractual maturities of financial liabilities, including estimated interest payments and
excluding the impact of netting agreements, as at the reporting date. Refer to Note 13 for the maturity profile of the Group‘s
borrowings. Also refer to note 12 for the maturity profile of Group‘s Leases.
1 year
or less
1 to 5
years
Over
5 years
Total
contractual
cash flows
Carrying
amount of
liabilities
Notes$M's$M’s$M’s$M’s$M’s
2025
Non-derivative financial liabilities
Borrowings137.121.9-29.025.6
Employee Entitlements3.7--3.73.7
Trade and other payables920.1--20.120.1
Payable to transport agencies726.1--26.126.1
57. 021.9-78.975.5
Derivative financial liabilities
Foreign currency options0.60.7-1.31.3
Interest rate swaps-0.1-0.10.1
Total financial liabilities and
derivatives
0.60.8-1.41.4
1 year
or less
1 to 5
years
Over
5 years
Total
contractual
cash flows
Carrying
amount of
liabilities
Notes$M's$M’s$M’s$M’s$M’s
2024
Non-derivative financial liabilities
Borrowings135.538.7-44.236.6
Employee Entitlements4.1--4.14.1
Trade and other payables929.1--29.129.1
Payable to transport agencies717.8--17.817.8
56.538.7-95.28 7. 6
Derivative financial liabilities
Foreign currency options0.30.1-0.40.4
0.30.1-0.40.4
NOTE 17 FINANCIAL RISK MANAGEMENT (CONTINUED)NOTE 18 HEDGE ACCOUNTING
Derivatives are measured at fair value.
Interest rate swaps
The Group uses interest rate swaps to manage its risk associated with interest rate fluctuations. Interest rate swaps are initially
recognised at fair value on the date a contract is entered into and are subsequently measured at fair value on each reporting
date. The fair values of the interest rate swaps are determined based on cash flows discounted to present value using current
market interest rates.
Cash flow hedges
The Group has entered into interest rate swaps to manage its interest rate risk in relation to its floating rate debt. These interest
rate swaps qualify for cash flow hedge accounting. When interest rate swaps meet the criteria for cash flow hedge accounting,
the effective portion of the gain or loss on the hedging instrument is recognised in other comprehensive income, while the
ineffective portion is recognised in the income statement. Amounts taken to reserves are recognised as a reclassification
adjustment to profit or loss when the forecast transaction occurs. When interest rate swaps do not meet the criteria for cash
flow hedge accounting, all movements in fair value of the hedging instrument are recognised in the income statement.
Under the interest rate swap agreements that qualify for cash flow hedge accounting, the Group has a right to receive interest
at variable rates and to pay interest at fixed rates for its New Zealand dollar denominated loans.
At 31 March 2025, the Group had interest rate swap agreements in place with a total notional principal amount of $10.0M
(31 March 2024: $10.0M). The Group applies a hedge ratio of 1:1. These agreements effectively change the Group’s interest
exposure on the principal covered by the interest rate swaps from a floating rate to fixed rates.
The fair value of these agreements at 31 March 2025 is a $0.1M liability (31 March 2024: nil). Of this, a liability of nil is estimated
to be current (31 March 2024: nil). The agreements cover notional amounts for terms of up to 1 year.
The notional principal amounts and the period of expiry of the cash flow hedge interest rate swap contracts are as follows:
Nominal
amount of
the hedging
instrument
Carrying amount
- derivative
assets/
(liabilities)
Change in
value used for
calculating hedge
ineffectiveness
Hedging (gain) or
loss recognised
in other
comprehensive
income
Hedging
(gain) or loss
recognised
in income
statement
$M's$M’s$M’s$M’s$M’s
2025 Cash flow hedging
Maturity: 12 months10.0(0.1)---
2024 Cash flow hedging
Maturity: 12 months10.0----
There was no hedge ineffectiveness recognised in profit or loss during the year (31 March 2024: nil).
EROAD Financial Statements 2025
PAGE 66 PAGE 67
Foreign currency options
The Group uses forward exchange contracts and foreign currency options to manage its risk associated with exchange rate
fluctuations. These are initially recognised at fair value on the date a contract is entered into and are subsequently measured at
fair value on each reporting date. The fair values of the forward exchange contracts and foreign currency options is determined
using quoted forward exchange rates at the reporting date and present value calculations.
Cash flow hedges
The Group has entered into foreign currency collar options to manage its foreign currency risk in relation to its overseas
subsidiaries profits. These foreign currency collar options qualify for cash flow hedge accounting. When foreign currency collar
options meet the criteria for cash flow hedge accounting, the effective portion of the gain or loss on the hedging instrument
is recognised in other comprehensive income, while the ineffective portion is recognised in the income statement. Amounts
taken to reserves are transferred out of reserves and included in the measurement of the hedged transaction when the
forecast transaction occurs. When foreign currency collar options do not meet the criteria for cash flow hedge accounting, all
movements in fair value of the hedging instrument are recognised in the income statement.
Under the foreign currency collar option agreements that qualify for cash flow hedge accounting, the Group has a right to buy
at a cap and sell at a floor on the same notional amount of USD with the same expiration date.
At 31 March 2025, the Group had foreign currency collar option agreements in place with a total notional principal amount of
$16.9M USD (31 March 2024: $10.6M USD). The Group applies a hedge ratio of 1:1. These foreign currency collar options limit the
Group’s exposure to foreign currency exposure within a certain range.
The fair value of these agreements at 31 March 2025 is a $0.9M net liability, comprised of $1.3M of swap liabilities and $0.4M
of swap assets (31 March 2024: $0.4M liability). Of this, a liability of $0.6M is current (31 March 2024: $0.3M). The agreements
cover notional amounts for terms of up to 1 year.
The notional principal amounts and the period of expiry of the cash flow hedge foreign currency collar option contracts are as
follows:
Maturity
(months)
Weighted
average rate
Nominal amount
of the hedging
instrument
Derivative assets
Derivative
liabilities
$M’s USD$M’s$M’s
2025 Cash flow hedging
NZD:USD foreign currency collar options1-340.597016.90.4(1.3)
As at 31 March 2025 the derivative financial assets total $0.4M (comprising $0.1M in current assets and $0.3M in non-current
assets), and derivative financial liabilities total $1.3M (comprising $0.6M in current liabilities and $0.7M in non-current
liabilities).
Maturity
(months)
Weighted
average rate
Nominal amount
of the hedging
instrument
Derivative assets
Derivative
liabilities
$M’s USD$M’s$M’s
2024 Cash flow hedging
NZD:USD foreign currency collar options1-220.616110.6-(0.4)
As at 31 March 2024 the derivative financial liabilities total $0.4M (comprising $0.3M in current liabilities and $0.1M in non-
current liabilities). There was no hedge ineffectiveness recognised in profit or loss during the year (31 March 2024: nil).
NOTE 18 HEDGE ACCOUNTING (CONTINUED)NOTE 19 FAIR VALUE MEASUREMENT
The carrying amounts of the Groups financial assets and liabilities approximate their fair value due to their short maturity
periods or variable rate nature, with the exception of interest rate and foreign exchange derivatives. All of the Group‘s
derivatives are in designated hedge relationships and are measured and recognised at fair value. Refer to the Note 18 Hedge
accounting for detail on how fair value is determined for the Group‘s derivatives.
The fair value hierarchy described below is used to provide an indication of the level of estimation or judgement required in
determining fair value.
• Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities.
• Level 2 Inputs that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) other than
quoted prices included within level 1.
• Level 3 Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Financial assets
Carrying amountFair value
$M’s$M’s
31 March 2025
Foreign currency options - cash flow hedgeLevel 20.40.4
0.40.4
Financial liabilities
Carrying amountFair value
$M’s$M’s
31 March 2025
Interest rate swaps and foreign currency options - cash flow hedgeLevel 2(1.4)(1.4)
(1.4)(1.4)
31 March 2024
Interest rate swaps and foreign currency options - cash flow hedgeLevel 2(0.4)(0.4)
(0.4)(0.4)
Capital management
The Group’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain
future development of the business. The Board monitors the return on capital employed, which the Group defines as reported
EBIT (Earnings Before Interest and Tax) divided by capital employed.
EROAD Financial Statements 2025
PAGE 68 PAGE 69
Other
This section contains additional notes and disclosures that aid in understanding the Group’s position and
performance but do not form part of the primary sections. This section includes the following notes:
NOTE 20 INCOME TAX EXPENSE
NOTE 21 DEFERRED TAX ASSETS AND LIABILITIES
NOTE 22 RELATED PARTY TRANSACTIONS
NOTE 23 CAPITAL COMMITMENTS
NOTE 24 CONTINGENT LIABILITIES
NOTE 25 NET TANGIBLE ASSETS PER SHARE
NOTE 26 EVENTS SUBSEQUENT TO BALANCE DATE
NOTE 20 INCOME TAX EXPENSE
Restated*
20252024
$M’s$M’s
(a) Reconciliation of effective tax rate
Profit / (loss) before income tax0.2(7.6)
Income tax using the Company's domestic tax rate of 28% 0.1(2.1)
Non-assessable income(0.2)(0.2)
Adjustment related to prior period(0.6)(3.9)
Utilisation of tax losses previously unrecognised(0.9)(0.8)
Current-year losses for which no deferred tax asset is recognised0.40.2
Income tax benefit(1.2)(6.8)
(b) Current tax expense
Current year2.80.9
Adjustment related to prior period(1.4)-
1.40.9
(c) Deferred tax expense
Current year(3.4)(3.8)
Adjustment related to prior period0.8(3.9)
(2.6)(7.7)
Income tax benefit(1.2)(6.8)
At 31 March 2025 there were no imputation credits available to shareholders (2024: Nil).
Income tax expense comprises current and deferred tax. Current tax and deferred tax is recognised in profit or loss except to the
extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the period, using tax rates enacted or
substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous periods. Current tax payable
also includes any tax liability arising from the declaration of dividends.
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates that are expected to be
applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the
reporting date.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they
relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to
settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.
A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is
probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each
reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
EROAD Financial Statements 2025
PAGE 70 PAGE 71
NOTE 21 DEFERRED TAX ASSETS AND LIABILITIES
Restated*
20252024
$M’s$M’s
Recognised deferred tax assets/(liabilities)
Deferred tax assets are attributable to the following:
Tax loss carry forward23.723.3
Derivative financial assets / (liabilities)0.3-
Property, plant and equipment (4.4)(5.9)
Intangibles(26.6)(26.3)
Provisions, accruals and other liabilities1.62.2
Equity-settled share-based payments0.91.3
Trade and other receivables including contract assets10.18.4
Lease Liability1.41.6
Net deferred tax asset7. 04.6
The movement in temporary differences has been recognised in profit or loss. Deferred tax assets have been recognised at rates
between 26% to 30% to reflect the tax rates applicable for our foreign subsidiaries.
Movement in temporary differences during the year:
Movements - Consolidated
Restated
Balance
2024
Recognised in
Profit or Loss
Under/(Over)
from prior
periods
Currency
Translations
Effective tax
rate change
Balance
2025
$M's$M's$M's$M’s$M’s$M's
Tax loss carry forward23.30.7(0.3)--23.7
Derivative financial assets /
(liabilities)
-0.3---0.3
Property, plant and equipment(5.9)1.00.6(0.1)-(4.4)
Intangibles(26.3)0.20.1(0.6)-(26.6)
Provision, accruals and other
liabilities
2.2(0.2)(0.4)0.0-1.6
Equity-settled share-based
payments
1.30.4(0.8)--0.9
Trade and other receivables
including contracts assets
8.41.60.00.1-10.1
Lease liability1.6(0.3)-0.1-1.4
Net deferred tax asset4.63.7(0.8)(0.5)-7. 0
Movements - Consolidated
Balance
2023
Recognised in
Profit or Loss
Under/(Over)
from prior
periods
Currency
Translations
Effective tax
rate change
Restated
balance
2024
$M's$M's$M's$M’s$M’s$M's
Tax loss carry forward18.42.52.4--23.3
Property, plant and equipment(5.5)1.4(1.6)(0.2)-(5.9)
Intangibles(26.6)(1.1)1.8(0.4)-(26.3)
Provision, accruals and other
liabilities
1.3(0.4)1.30.0-2.2
Equity-settled share-based
payments
0.21.0-0.1-1.3
Trade and other receivables
including contracts assets
7. 40.90.10.0-8.4
Lease liability2.1(0.5)(0.1)0.1-1.6
Net deferred tax (liability) /
asset
(2.7)3.83.9(0.4)0.04.6
The tax losses recognised belong to the New Zealand EROAD tax group and Coretex New Zealand Limited. On 1 December 2021,
at the time of acquisition, Coretex had tax losses which can be utilised under the business continuity rules. To make use of these
losses, EROAD is maintaining two tax groups.
The New Zealand EROAD tax group consists of EROAD Limited, EROAD New Zealand Limited and EROAD Financial Services
Limited. Losses incurred within this group are transferred within the group with no compensation being recognised. Deferred tax
assets have been recognised in respect of these items as based on the expected profitability of the New Zealand Tax Group as
it is considered that future taxable profit will be available for utilisation against the carried forward losses. Coretex New Zealand
Limited are currently not part of the tax group however it will be considered for inclusion in the New Zealand tax group in the
future.
Determining the extent to which losses will be utilised requires judgement. The Group has forecast expected utilisation of tax
losses taking into account Group‘s tax planning strategy. Key assumptions included total revenue and expense forecasts in line
with Group budget and three-year forecast supported by a robust strategic and business planning process.
The results of the forecasting indicate that there will be sufficient profitability within the New Zealand tax group and Coretex New
Zealand to utilise the existing tax losses taking into account the Group‘s tax planning strategies. Losses incurred in recent years
have been the result of a large investment creating the North American market. The Group expect to be able to report significant
improvements in profitability over the next three years as the business reaches a sufficiently large subscriber base to self-fund
operating and corporate costs. Due to the cumulative subscription nature of our business model as well as certain operating
expenses that do not scale at the same rate of unit and revenue growth, the business is expected to be able to achieve its forecast
growth in profitability.
As at 31 March 2025 the Group has tax losses of $84.4M (2024: $82.9M) that are available indefinitely for offsetting against future
taxable profits of the entity in which they arose, subject to meeting the relevant tax rules. $13.0M (2024:$15.3M) of tax losses are
unrecognised due to lack of certainty of recovery.
NOTE 21 DEFERRED TAX ASSETS AND LIABILITIES (CONTINUED)
EROAD Financial Statements 2025
PAGE 72 PAGE 73
NOTE 22 RELATED PARTY TRANSACTIONS
The subsidiaries of the Company are:
Company
Country of IncorporationPrincipal activityOwnership interest
20252024
EROAD Financial Services LtdNew ZealandFinancing activities within group100%100%
EROAD LTI Trustee LimitedNew ZealandLTI Scheme Trustee100%100%
EROAD (Australia) Pty LimitedAustraliaTransport Technology & SaaS100%100%
EROAD IncUnited States of AmericaTransport Technology & SaaS100%100%
Coretex NZ LimitedNew ZealandTransport Technology & SaaS100%100%
Coretex Australia Pty LimitedAustraliaTransport Technology & SaaS100%100%
Coretex USA IncUnited States of AmericaTransport Technology & SaaS100%100%
Coretex Telematics LimitedCanadaTransport Technology & SaaS100%100%
Coretex LimitedNew ZealandTransport Technology & SaaS100%100%
Imarda Pty LimitedAustraliaNot Trading100%100%
Imarda Asia Pte LimitedSingaporeNot Trading100%100%
Coretex Telematics LimitedBritish ColumbiaNot Trading100%100%
International Telematics CorporationUnited States of AmericaNot Trading100%100%
International Telematics Holdings LimitedNew ZealandNot Trading100%100%
EROAD Phillipines IncPhilippinesProvision of services100%-%
Other interests of the Company are:
Company
Country of IncorporationPrincipal activityOwnership interest
20252024
Beyond The Square Ventures LimitedNew ZealandNot Trading50%50%
Key management personnel compensation comprised:
20252024
$M’s$M’s
Short-term employee benefits2.71.6
Share-based payments0.60.1
3.31.7
(a) Loans to key management personnel
There have been no loans to management personnel.
(b) Other transactions with key management personnel
There were no other transactions with key management personnel during the period. From time to time, key management
personnel of the Group may purchase goods from the Group.
NOTE 22 RELATED PARTY TRANSACTIONS (CONTINUED)
EROAD Financial Statements 2025
PAGE 74 PAGE 75
(c) Remuneration of Non-executive Directors
20252024
$M’s$M’s
Susan Paterson (Chair)0.150.14
Barry Einsig0.180.18
Sara Gifford 0.180.17
David Green0.110.06
Cameron Kinloch (appointed 28 March 2024)0.16-
John Scott (appointed 1 March 2025)0.01-
Selwyn Pellett (retired 13 November 2024)0.060.09
Anthony Gibson (retired 28 July 2023)-0.04
Graham Stuart (retired 31 March 2024)-0.12
0.850.80
No additional fees were paid to any Directors for consultancy work provided to the Company (2024: None paid).
(d) Remuneration of Executive Directors
20252024
$M’s$M’s
Salary and bonus--
Share-based payments--
--
No additional fees were paid to an executive director for consultancy work provided to the Company (2024: None paid).
(e) Transactions with related parties
20252024
$M’s$M’s
Streamline Business NZ Limited0.90.7
Kylie Jay0.10.0
Swaytech Limited0.10.1
Digital Matter Pty Limited0.1-
1.20.8
EROAD Group contracts with Swaytech Limited for marketing services, Streamline Business NZ Limited for outsourcing work and
Digital Matter Pty Limited for inventory related purchases, the companies had a common director with EROAD. Kylie Jay provides
strategic support on investor relations activities, including the development of presentation materials and messaging to support
current and future investor engagement.
NOTE 22 RELATED PARTY TRANSACTIONS (CONTINUED)NOTE 23 CAPITAL COMMITMENTS
As at 31 March 2025 the Group had confirmed purchase orders open with its third party manufacturer of hardware units
amounting to $11.3M (2024: $12.2M).
NOTE 24 CONTINGENT LIABILITIES
As at 31 March 2025 the Company had no contingent liabilities or assets (2024: $Nil).
NOTE 25 NET TANGIBLE ASSETS PER SHARE
Restated*
20252024
$M’s$M’s
Net assets (equity)331.7321.3
Less Intangibles(265.6)(264.4)
Total net tangible assets65.856.9
Net tangible assets per share ($)0.350.31
The non-GAAP measure above is disclosed for consistency with the information disclosed in EROAD’s results announced under
the NZX listing rules.
NOTE 26 EVENTS SUBSEQUENT TO BALANCE DATE
There were no events occurring subsequent to balance date which require adjustment to or disclosure in the financial
statements.
EROAD Financial Statements 2025
PAGE 76 PAGE 77
© 2025 KPMG, a New Zealand Partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited,
a private English company limited by guarantee. All rights reserved.
Document classification: KPMG Public
Independent Auditor’s Report
To the shareholders of EROAD Limited (Group)
Report on the audit of the consolidated financial statements
Opinion
We have audited the accompanying consolidated
financial statements which comprise:
the consolidated statement of financial position as
at 31 March 2025;
the consolidated statements of comprehensive
income, changes in equity and cash flows for the
year then ended; and
notes, including material accounting policy
information and other explanatory information.
In our opinion, the accompanying consolidated
financial statements of EROAD Limited (the
Company) and its subsidiaries (the Group) on pages
21 to 75 present fairly in all material respects:
the Group’s financial position as at 31
March 2025 and its financial performance
and cash flows for the year ended on that
date;
In accordance with New Zealand
Equivalents to International Financial
Reporting Standards (NZ IFRS) issued by
the New Zealand Accounting Standards
Board and the International Financial
Reporting Standards issued by the
International Accounting Standards Board.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)). We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We are independent of EROAD Limited 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), as applicable to audits of financial statements of public interest
entities. We have also fulfilled our other ethical responsibilities in accordance with Professional and Ethical
Standards 1 and the IESBA Code.
Our responsibilities under ISAs (NZ)(Revised) are further described in the Auditor’s responsibilities for the audit
of the consolidated financial statements section of our report.
Our firm has provided other services to the Group in relation to tax compliance, tax advisory and other assurance
services. Subject to certain restrictions, partners and employees of our firm may also deal with the Group on
normal terms within the ordinary course of trading activities of the business of the Group. These matters have not
impaired our independence as auditor of the Group. The firm has no other relationship with, or interest in, the
Group.
2
Materiality
The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the
nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually
and on the consolidated financial statements as a whole. The materiality for the consolidated financial statements
as a whole was set at $1.9 million determined with reference to a benchmark of the Group’s revenue. We chose
the benchmark because, in our view, this is a key measure of the Group’s performance.
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 in the current period. We summarise below those matters and our key audit
procedures to address those matters in order that the shareholders as a body may better understand the process
by which we arrived at our audit opinion.
Our procedures were undertaken in the context of and solely for the purpose of our audit opinion on the
consolidated financial statements as a whole and we do not express discrete opinions on separate elements of
the consolidated financial statements.
The key audit matter How the matter was addressed in our audit
Impairment of non-current assets
Refer to Note 11 to the financial
statements.
Non-current assets including goodwill
are allocated to three cash generating
units (‘CGUs’) representing the three
core markets the Group develops and
markets its products for (New Zealand,
Australia and North America). The
carrying value of each CGU must be
tested for impairment annually.
The recoverable amounts of the CGUs,
which have been determined based on
their value in use, have been derived
from discounted cash flow models.
These models use several key
assumptions, including estimates of
future revenue growth rates and the
weighted-average cost of capital
(discount rate) relevant to each market.
The impairment testing of non-current
assets in respect of the North America
and Australia CGUs is considered to be
a key audit matter due to:
We assessed management’s impairment testing of non-current
assets by performing the following procedures:
— Identifying the level at which non-current assets should be
tested for impairment and assessing the appropriateness of
the CGUs determined by the Group;
— Enquiring of the executive management to corroborate an
understanding of the Group’s products, markets and
strategic opportunities;
— Obtaining a value-in-use model for each CGU and
assessing the methodology and key assumptions including:
o Challenging management’s future cash flow
forecasts, in particular forecast revenue growth.
This included comparing previous forecasts to
actual results to assess the reliability of historical
forecasting and obtaining other relevant supporting
documentation as evidence of the feasibility of the
forecasts;
o Using our corporate finance specialists to
challenge the reasonableness of the weighted
average cost of capital and terminal growth rates;
and
o Performing sensitivity analysis of the forecast
revenue growth rates and discount rates.
EROAD Financial Statements 2025
PAGE 79PAGE 78
3
The key audit matter How the matter was addressed in our audit
— the complexity of the accounting
requirements in respect of
impairment testing;
— the changes in the carrying amounts
of these CGUs, and the associated
changes in the discounted cash flow
models, as a result of the correction
of a prior period error in relating to
the foreign currency translation of
goodwill and intangible assets arising
on the acquisition of Coretex in 2022
(as described in note d); and
— the significant judgement required in
determining the assumptions used to
estimate the recoverable amount of
these CGUs.
In addition to the above, the carrying
amount of the Group’s net assets as at
31 March 2025 of $332 million exceeds
its market capitalisation of $178 million
and is considered an indicator of
impairment.
— Evaluating the estimate of the recoverable amount of the
Group as a whole, including all corporate costs and related
corporate assets.
We did not identify any matters that were materially inconsistent with
management’s overall conclusions in respect of the Australia CGU.
For the North America CGU we concluded that management’s
revenue growth rates were higher than current growth rates in
revenue and ARR. In our sensitivity analysis we considered
scenarios which included lower revenue growth assumptions and/or
higher discount rate assumptions to assess the risk of impairment.
The recoverable amount range we derived from our sensitivity
analysis exceeds the North America CGU’s carrying amount, which
is consistent with management’s conclusion that no impairment is
required.
Our analysis indicated a risk that the level of headroom may be lower
than the amount calculated by management. The sensitivity analysis
in note 11 is an important disclosure which enables users of the
financial statements to adequately understand the revenue growth
rate and discount rate at which headroom would be eliminated.
Capitalisation of development costs
Refer to Note 11 to the financial
statements.
The Group has reported development
assets of $107.6 million (2024: $109.0
million). The establishment of the
development asset requires significant
judgement as to whether a project meets
the capitalisation criteria, and which
expenditure is directly attributable to the
development of such projects.
In assessing whether a project meets
the capitalisation criteria we consider its
technical and economic feasibility,
intention and ability to develop, use or
sell the asset. Roles of employees and
the nature of overhead costs are
considered in assessing whether they
are directly attributable to a qualifying
project. Projects that do not continue to
meet the capitalisation criteria are
written off.
We focused on this area due to the
quantum of the development costs
capitalised and judgement involved.
We assessed the judgments related to capitalised expenditure by
performing the following procedures:
— Understanding the nature and background of the activities that
are capitalised through inquiry of key management personnel;
— Selecting a sample of projects and evaluating whether they meet
the capitalisation criteria;
— Challenging whether costs capitalised during the year were
directly attributable to development projects; and
— Selecting a sample of timesheets and recalculating the amount of
internal costs capitalised based on the hours which staff spent
developing the asset.
We did not identify any factors that were materially inconsistent with
management’s overall conclusions.
4
The key audit matter How the matter was addressed in our audit
Revenue recognition
Refer to Note 2 to the financial
statements.
The Group’s contracts are accounted for
as a service contract under NZ IFRS 15
Revenue from Contract with Customers
and the associated revenues recognised
over the contract term.
We focused on this area because the
accounting determination of whether or
not the contract contains a lease is a
significant judgement and the outcome
has a significant impact on the
recognition of profit and loss and the
financial position.
We assessed the judgement in revenue recognition by performing
the following procedures:
— Obtaining Group’s customer contracts and trading terms and
evaluating whether management’s revenue recognition
assessment is appropriate and in accordance with relevant
financial reporting standards;
— Assessing whether the Group’s customer contract terms and
conditions meet the definition of service contracts to be
recognised over time;
— Understanding any changes or new contractual terms and
conditions entered into with customers during the period to
identify any potential impact on performance obligations required
to satisfy the contract;
— Testing the operating effectiveness of certain controls in relation
to customer billings;
— Selecting a sample of customer contracts to compare the revenue
recognised to the contractual terms;
— Checking a sample of customer invoices immediately prior to and
after year end to ensure revenue is recognised in the correct
period; and
— Challenging management’s assumptions used to determine the
recoverability of revenue and associated debtor balances.
We did not identify any matters that indicated that the reported
revenue is materially misstated.
Other information
The directors, on behalf of the Group, are responsible for the other information. The other information comprises
information included in the Chairman’s and Chief Executives’ report, disclosures relating to corporate governance
and other statutory disclosures but does not include the financial statements and our auditor’s report thereon.
Our opinion on the consolidated financial statements does not cover any other information and we do not
express any form of 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 materially
misstated.
If, based on the work we have performed, we conclude there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report in this regard.
EROAD Financial Statements 2025
PAGE 80 PAGE 81
5
Use of this independent auditor’s report
This independent auditor’s report is made solely to the shareholders. Our audit work has been undertaken so
that we might state to the shareholders those matters we are required to state to them in the independent
auditor’s report and for no other purpose. To the fullest extent permitted by law, none of KPMG, any entities
directly or indirectly controlled by KPMG, or any of their respective members or employees, accept or assume
any responsibility and deny all liability to anyone other than the shareholders for our audit work, this independent
auditor’s report, or any of the opinions we have formed.
Responsibilities of directors for the consolidated financial
statements
The directors, on behalf of the Group, are responsible for:
— the preparation and fair presentation of the consolidated financial statements in accordance with NZ
IFRS issued by the New Zealand Accounting Standards Board and the International Financial Reporting
Standards issued by the International Accounting Standards Board;
— implementing the necessary internal control to enable the preparation of a consolidated set of financial
statements that is free from material misstatement, whether due to fraud or error; and
— assessing the ability of the Group to continue as a going concern. This includes disclosing, as
applicable, matters related to going concern and using the going concern basis of accounting unless
they either intend to liquidate 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 objective is:
— 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 independent auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance but it 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. They 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 the
consolidated financial statements.
6
A further description of our responsibilities for the audit of the consolidated financial statements is located at the
External Reporting Board (XRB) website at:
https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-report-1 -1/
This description forms part of our independent auditor’s report.
The engagement partner on the audit resulting in this independent auditor’s report is Matthew Diprose.
For and on behalf of:
KPMG Auckland
26 May 2025
GOVERNANCE
REPORT
1 Statement made pursuant to ASX Listing Rule 1.15.3.
EROAD Governance Report 2025
PAGE 82 PAGE 83
Governance
EROAD’s board of directors (“Board”) and management
are committed to delivering intelligence you can trust, for a
better world tomorrow, through responsible governance.
This Corporate Governance Statement outlines how
the Board governs EROAD, highlights critical initiatives
delivered this year, and demonstrates how we align purpose,
values, and strategy with action. It also underscores our
commitment to engaging stakeholders as partners. This
statement is structured to reflect NZX Corporate Governance
Code dated 31 January 2025 (“NZX Code”), and we confirm
full compliance with all NZX Code recommendations for
the financial year ended 31 March 2025. Key governance
initiatives this year included strengthening risk oversight,
refining culture alignment, and enhancing stakeholder
communication.
The Company, being incorporated in New Zealand, adheres
to the corporate governance requirements of the NZX Listing
Rules (“NZX Listing Rules”), except where waived by the
NZX, and with our obligations as a foreign-exempt issuer
on the ASX (“ASX Listing Rules”) . EROAD is exempt from
the majority of the ASX Listing Rule obligations. EROAD’s
corporate governance policies, practices and procedures
can be found on our public investor website at http://www.
eroadglobal.com/investors/ (“Investor Website”).
This Corporate Governance Statement was approved by the
Board on 23 May 2025.
PRINCIPLE 1: ETHICAL STANDARDS
EROAD’s governance is built on four pillars: “we do what’s
right”, “we play as a team”, “we learn & grow” and “we get
it done”. These values drive our commitment to ethical
standards. Our corporate governance policies reinforce our
standards and expectations for ethical behaviour. These
policies are detailed below and can be accessed through our
Investor Website.
Code of Ethics
EROAD’s Code of Ethics applies to all EROAD directors,
employees, independent contractors, advisers and our
related companies (“EROADers”). It outlines how EROADers
are expected to conduct their professional lives. It is not
intended to cover an exhaustive list of expectations on
EROADers but instead is designed to help inform their
actions, behaviours and decision-making processes. For
example, it requires confidentiality of sensitive information,
disclosure and management of conflicts of interest, ethical
conduct in all interactions, and adherence to formal
processes for gifts or personal benefits (including reporting
and approval). The Code prohibits bribery, mandates
whistleblowing for misconduct, and obligates EROADers to
report breaches of policies or laws immediately.
EROAD mandates the Code of Ethics training for all staff
at onboarding, with refreshers at least every three years
via company-wide campaigns. During FY25, we rolled out
training on the Code of Ethics to all staff, with extremely high
completion rates. Ethical behaviour is reinforced across all
levels of the organisation and integrated into everyday work
life—from formal governance processes to team meetings,
leadership discussions, and day-to-day decision-making. The
Board expects immediate reporting of any serious incidents
related to the Code, underscoring its commitment to ethical
conduct at all levels within the organisation.
EROAD Governance Report 2025
PAGE 84 PAGE 85
Other Ethical Standards and Policies
In addition, EROAD also has the following ethical standards
and policies in place:
1. Code of Conduct
EROAD’s Code of Conduct sets out EROAD’s purpose,
values, and culture. Our Code of Conduct further sets out
expectations regarding, amongst other things, personal
behaviour, workplace stress, responsibilities and privacy
matters.
2. Financial product dealing policies
EROAD‘s Market Disclosure Policy mandates strict
adherence to continuous disclosure obligations under NZX
and ASX Listing Rules. Unless an NZX-permitted exception
applies, material information is disclosed promptly and
without delay to ensure fair, transparent markets and protect
investor confidence. This is supported by EROAD‘s Securities
Trading Policy, which enforces EROAD’s zero tolerance for
EROADers trading in EROAD shares while in possession
of undisclosed material information. This policy enforces
strict guardrails such as trading blackouts and pre-clearance
requirements.
Compliance with the Securities Trading Policy is monitored
through a consent to trade process and by EROAD’s share
registrar, which oversees the share register. EROAD actively
monitors the Company’s share register, with a particular
focus on trades by any Director or Senior Manager in EROAD
securities. All trading by Directors and Senior Managers
(as defined by the Financial Markets Conduct Act 2013) is
required to be reported to NZX (and ASX) and recorded
in EROAD’s securities trading registers. Regular securities
trading training is provided to all EROADers, along with
targeted internal communications.
3. Conflict of interest register and policies
An Interests Register is maintained in accordance with the
requirements of the Companies Act 1993 (“Companies Act”)
and the Financial Markets Conduct Act 2013 (“FMC Act”)
to ensure all relevant transactions and matters involving
the Directors and Senior Managers are recorded. EROAD‘s
Related Party Transactions Policy governs any proposed
or actual related party transactions, including a transaction
with any person that could influence or be perceived to
influence EROAD entering a transaction on terms that are not
commercial and/or are not at arm’s length.
4. Whistle-blower Policy
The Company‘s Whistle-Blower Policy complements the
Code of Ethics and Code of Conduct by providing a clear
process for reporting any serious issues and aligning with
the relevant legislation such as the Protected Disclosures
(Protection of Whistleblowers) Act 2022 (New Zealand),
Corporations Act 2001 (Australia) and the Whistleblower
Protection Act of 1989 (United States).
EROADers can report concerns with their manager or any
member of the executive team, with major issues escalated
to the Board. An independent whistle-blower service,
managed by Deloitte, offers another avenue for reporting,
ensuring anonymity through webform, email or toll-free
phone lines. Should any serious concern be raised, the Board
and management will work with the appropriate parties to
swiftly resolve the issue.
5. Modern Slavery Statement
EROAD’s FY25 Modern Slavery Statement will be published
on our Investor Website and is lodged annually with the
Australian Modern Slavery Statements Register. Social
sustainability is central to our ethical business practices, and
we are committed to upholding both our legal and moral
responsibilities as a socially responsible entity.
Policy review
EROAD undertook a policy review programme during FY25,
with updates continuing into FY26, to ensure alignment with
our strategic goals and evolving standards. This program
includes ensuring a streamlined and consistent training
program on our key policies.
PRINCIPLE 2: BOARD COMPOSITION AND
PERFORMANCE
Responsibilities of the Board and Executive
Management
The business and affairs of EROAD are managed under the
direction of the Board, who are elected by shareholders to
protect and enhance the value of EROAD’s assets in the best
interests of shareholders.
The Board is responsible for corporate governance and
operates under a written Board Charter detailing its authority,
responsibilities, membership and protocols and clearly
distinguishing the respective roles and responsibilities of the
Board and management.
Key responsibilities of the Board include setting the
Company’s direction and strategy with the Co-CEOs,
reviewing and approving budgets and business plans,
establishing policies (including remuneration), setting the
risk management framework, and overseeing EROAD’s
management in implementing the Board’s strategic
objectives.
The Board utilises committees to address certain issues that
require detailed consideration by directors with specialist
knowledge and experience. If circumstances arise where a
director needs to obtain independent professional advice,
that director is, as a matter of practice, able to seek such
advice at the expense of EROAD.
EROAD’s Co-CEOs and executive team lead day-to-day
operations and strategic delivery. The Board enforces
management’s accountability through rigorous scrutiny of
performance against the strategic plan, active engagement
with senior leadership via structured touchpoints and
alignment with the Board’s annual priorities and risk
framework.
The Board regularly reviews and evaluates EROAD’s
governance structures, policies, and procedures to ensure
alignment with best practice and legal requirements. The
Board Charter was last updated in March 2024 to incorporate
the Co-CEO arrangement and to acknowledge Board’s
responsibility for overseeing EROAD’s sustainability strategy.
In FY26 EROAD aims to drive growth and strengthen its
market presence across all key regions.
Board Composition
EROAD is dedicated to maintaining the Board with a well-
balanced mix of skills, experience, expertise, and diversity to
support effective decision-making.
As at 31 March 2025, the Board comprised six independent,
non-executive directors. A brief biography of each current
Board member, including experience, length of service,
expertise, role, and the term of office is set out in the
“The Board” section of this report. Disclosure of director
shareholdings and other directorships is included on pages
119-120 of this report.
FY25 saw some changes to the Board’s composition:
• Selwyn Pellett resigned from the board on 13 November
2024, and the Board extends its gratitude to Selwyn for his
service to EROAD and its shareholders.
• On 1 March 2025, John Scott was appointed to the Board.
Based in New Zealand, John’s expertise in product
development, global technology, sales and marketing,
digital transformation, supply chain management, and
governance is a valuable addition to the EROAD Board.
The Board remains confident that its current composition
is diverse, knowledgeable, and well-positioned to provide
strong governance and strategic oversight as EROAD
pursues its long-term objectives.
Director Evaluation, Appointment,
and Re-Election
The appointment and removal of directors is ultimately
governed by the Company’s Constitution and relevant NZX
Listing Rules but supported by EROAD’s Appointment and
Selection of New Directors Policy. The policy outlines the
criteria and procedures for selecting and recommending
new or reappointed directors and is available on the Investor
Website.
A director may be appointed by the Board, elected at a
shareholders’ meeting, or appointed as alternate director.
EROAD’s Board may appoint a director to fill a vacancy or as
an addition to the existing directors. However, any director
appointed by the Board must stand for election at the next
annual meeting following his or her appointment by the
Board. Directors are subject to the rotation requirements set
out in the NZX Listing Rules.
Due to the Board’s small size, for the purposes of
Recommendation 3.4 of the Code, the Board has determined
that the full Board performs the functions of the Nominations
Committee. The Board actively oversees director
appointments, supported by the Nominations Committee,
which makes recommendations on selection, appointment,
and reappointment.
In line with the NZX Code, background checks are conducted
for all candidates prior to nomination. External consultants
may be engaged to assist in searching for candidates when
appropriate. Candidates are assessed against a range of
criteria including background, experience, professional
qualifications, personal qualities, the potential for the
candidate’s skills to augment the existing Board (board
skills matrix), and the candidate’s availability to commit to
the Board’s activities. The Board includes in the Notice of
Meeting for annual meetings all material information that is
considered relevant to a decision on whether shareholders
should elect or re-elect a director. At EROAD’s FY24 Annual
Shareholders’ Meeting, David Green and Cameron Kinloch
stood for election and were elected to the Board. This year
John Scott will stand for election, and Susan Paterson and
Sara Gifford will stand for re-election.
EROAD Governance Report 2025
PAGE 86 PAGE 87
All new directors enter into a written agreement with
EROAD, which sets out the terms of their appointment. New
directors complete a comprehensive induction programme,
including meetings with the Chair, other directors, and the
senior management team to gain insight into EROAD’s values
and culture, our business operations, key risks and regulatory
and legal framework. The program also includes site visits.
Each director’s induction program is tailored based on the
director’s existing skills, knowledge, and experience.
Board Skills
All directors are expected to maintain the skills required to
fulfil their obligations to the Company. To assist directors
in understanding key developments in the industry in
which EROAD operates, they are regularly provided with
papers, presentations, and briefings on matters that may
affect EROAD’s business or operations. Directors are also
encouraged to undertake continuing education and training
relevant to the discharge of their obligations as directors of
the Company.
The Board considers that Barry Einsig has specific experience
in the transport industry. Susan Paterson, David Green and
Cameron Kinloch bring listed company and financial/risk
experience. Sara Gifford, Barry Einsig, Cameron Kinloch
and John Scott have extensive experience in technology
solutions. Overall, the Board’s skill set is as set out in the
following table.
BUSINESS CONTEXTCAPABILITYKEY ELEMENTCURRENT BOARD
A depth of industry
experience and awareness
of sector trends
Executive industry
experience
Modern executive telematics hardware experience
(Hardware R&D)
Product software
Fleet management or adjacent software development
Data-driven innovation and growth
Deep software development experience
Transport and supply
chain
Strong insight into transport – systems, trends
Fleet management
Supply Chain Regulation
Sustainability
Customer perspective
Driving long-term value
creation through serving
customer needs
Modern technologist
SaaS businesses
Data analytics / AI
Strong scale tech networks
Modern cloud expertise
Cybersecurity
Key trends in tech sector
Tech go-to-market
strategy and sales
Sales channel leadership experience – digital and
enterprise selling
Customer-centric strategies
Identifying new growth opportunities
Building world-class sales capability
Go-to-market strategy
Driving revenue growth – beyond $1bn
Digital product
marketing
Tech sector marketing
Building customer insight
Brand development
Key customer
segment insight
New Zealand
North America
Australia
BUSINESS CONTEXTCAPABILITYKEY ELEMENTCURRENT BOARD
Scaling experience to guide
EROAD growth towards a
$1b company
Scale software
Company
Scaling a technology or SaaS organisation
– beyond $1b
Growth strategy development and execution
Capital market leadership
Investment
Direct exposure to investments in technology
companies that have successfully scaled
M&A / takeovers
Long-term value creation
Finance / investment community insight
Technology
infrastructure
Scale IT infrastructure
Technology trends
Technology risk
Supporting financial and
culture growth as scale and
complexity builds
Finance
Former CFO / CA / ARC Chair expertise
Financial strategy (tech)
Financial reporting and regulations
Risk management
People and
compensation
Corporate culture and diversity & inclusion
Executive compensation experience
Employee engagement
Performance and talent
H&S
Driving best practice in
governance and strategic
leadership
Listed governance
Scale public company governance experience - NZX,
ASX, NASDAQ ESG
Shareholder engagement and partnering
Chair succession potential
Demographic
diversity
Gender, ethnicity, age
KeyHigh capabilityModerate capability
The Board values a mix of tenures, recognising that longer-
serving directors bring deep knowledge of the business,
while newer members offer fresh perspectives. Although
there is no formal tenure policy, the Board considers the
current composition—outlined in the table below—to be
appropriately balanced. This supports effective succession
planning and ensures continuity and renewal over time. As at
31 March 2025, Board tenure was as follows::
DIRECTOR TENURE
AS AT 31 MARCH 2025
0-3 YEARS3-9 YEARS¹
Number of directors42
EROAD Governance Report 2025
PAGE 88 PAGE 89
Independence of Directors
The Board assesses director independence based on a
range of criteria, including those outlined in the Board
Charter and the NZX Code. Additionally, the Board considers
guidance from the ASX Corporate Governance Principles
and Recommendations. Some factors that may impact a
director’s independence include that the director:
1. is currently, or was within the last three years, employed in
an executive role by the issuer, or any of its subsidiaries;
2. is currently deriving, or within the last 12 months derived a
substantial portion of his, her or their annual revenue from
the issuer;
3. is currently or was within the last 12 months,
in a senior role in a provider of material
professional services (other than an external auditor) to the
issuer or any of its subsidiaries;
4. is currently, or was within the last three years, employed by
the external auditor to the issuer, or any of its subsidiaries;
5. currently has, or did have within the last three years,
a material business relationship (e.g. as a supplier or
customer) with the issuer or any of its subsidiaries;
6. is a substantial product holder of the issuer, or a senior
manager of, or person otherwise associated with, a
substantial product holder of the issuer;
7. is currently, or was within the last three years, in a material
contractual relationship with the issuer or any of its
subsidiaries, other than as a director;
8. has close family ties or personal relationships (including
close social or business connections) with anyone in the
categories listed above;
9. has been a director of the entity for a period that may
compromise independence, 12 years or more.
EROAD maintains a Conflicts of Interest Register, which is
regularly updated based on disclosures made by directors.
The Board uses this information to assess each director’s
independence. In each case, the Board assesses the
materiality of a director’s interests, positions, associations,
or relationships to determine if they could interfere, or be
perceived to interfere, with the director’s ability to exercise
independent judgment, act in EROAD‘s best interests, and
represent the interests of our financial product holders.
Based on these factors, as well as the guidance provided
in the Code and with no Disqualifying Relationships (as
defined in the NZX Listing Rules) identified, the Board has
determined that, as at 31 March 2025, Susan Paterson (Chair),
David Green, Barry Einsig, Sara Gifford, Cameron Kinloch and
John Scott were independent directors.
The Board considers that Mr Heine and Mr Kenneson as Co-
CEOs are both sufficiently independent of the Chair.
Diversity and Inclusion
Diversity and inclusion are ongoing priorities at EROAD
and are central to our value of ‘play as a team’. They are
embedded in how we work together, reflecting our belief that
different perspectives make us stronger and more effective
as a team. Progress has been made in FY25 in the following
areas and the Board is satisfied with EROAD‘s performance:
• Our people gave us a +49 eNPS for their satisfaction with
our D&I efforts globally. This is 8 points above industry
benchmarks.
• In our focus to support equal opportunity, our annual
remuneration review prioritises gender parity. Our
recruitment advertisements and position descriptions have
been refined to be gender neutral with leadership guidance
on unconscious bias, and we have a continued focus on
40:40:20 gender ratio amongst short listed job applicants
by 2026.
• 36% of EROADers identify as female (higher than the
industry benchmark of 28%). 54.5% of our senior leadership
team are female, 46.3% of our people leaders are female,
and we are developing diversity initiatives that support
progression of women in the industry with a draft Women
in Motion Charter shared as part of International Women‘s
Day 2025.
• EROADers come from 31 different cultures, and we
promote inclusion through a range of global initiatives
including cultural celebrations, Pink Shirt Day and Te Whare
Tapa Wha holistic wellbeing models, and have self-formed
groups such as our Samoan “Fono Crew” supporting
Pacifica EROADers.
Our Diversity and Inclusion Policy is available on the
Investor Website and requires the Board to set, review and
report on measurable objectives across the business. The
People & Culture Committee oversees EROAD‘s diversity
and inclusion efforts and we are currently in the process of
confirming our FY26 priorities.
Gender composition
The table below presents the number of men and women on
the Board, in executive management positions (referred to as
“Officers”), and across the entire organisation, including both
full-time and part-time employees, as of 31 March 2024 and 31
March 2025.
2024WomenMen
Gender
diverse/
gender not
declared
Board3 (43%) 4 (57%)-
Officers*2 (22%)7 (78%)-
Other employees164 (35%)294 (62%)13(3%)
2025WomenMen
Gender
diverse/
gender not
declared
Board3 (50%)3 (50%)-
Officers1 (10%) 9 (90%)-
Other employees 153 (37%) 249 (60%) 15 (4%)
*“Officers” are the Co-CEOs and senior executives reporting
directly to either or both of the Co-CEOs.
Board Performance
Performance evaluations for the Board, its committees,
individual directors, and executives are conducted regularly.
The Board Charter requires the Board to undertake a regular
performance evaluation of itself which:
• Compares the Board’s performance with the requirements
of our Charter;
• Reviews the performance of the Board’s committees and
individual directors; and
• Makes improvements to the Board Charter where deemed
appropriate.
As part of the Board review process, an independent third
party is periodically appointed to evaluate the Board’s
performance. The last review was conducted in FY22.
Following the successful completion of the Board’s renewal,
another independent review commenced at the end of FY25
and is currently progressing. The Board also undertakes
self-assessments from time to time as an alternative to
independent evaluations.
Company Secretary
EROAD’s General Counsel & Company Secretary was
accountable to the Board, through the Chair, on all matters
to do with the proper functioning of the Board throughout
FY25. They had regular discussions with the Chair to
manage the flow of information between EROAD’s Board,
its committees, and senior executives; and was responsible
for all aspects of legal and regulatory compliance and risk
management at EROAD.
EROAD has been a party to one employment-related legal
action in FY25 which had been ongoing from the prior
period. This matter is now closed. The company is not aware
of any pending actions regarding anti-competitive behaviour
and violations of anti-trust, or monopoly legislation.
EROAD has not identified any non-compliance with laws
and/or regulations, nor has the Company been subject to
any significant fines or non-monetary sanctions for non-
compliance with any laws and/or regulations in the social and
economic area.
PRINCIPLE 3: BOARD COMMITTEES
The Board has established four key committees:
• Finance, Risk and Audit;
• Nominations;
• People & Culture; and
• Technology.
These focused committees were established to enhance
efficiency in addressing Board matters. EROAD’s Board
committees collaborate closely with management and
advisers, providing detailed insights and recommendations
to the Board. The committees’ charters, accessible on the
Investor Website, set out their objectives, procedures,
composition, and responsibilities.
All directors have a standing invitation to attend committee
meetings where there is no conflict of interest. Below is
a description of the purpose and composition of each
committee:
2 A quorum was present for each Board and Committee meeting held in FY25.
3 Barry Einsig served as a member of the PCC from May 2024 until February 2025. David Green served as a member until May 2024, and was then reappointed in
February 2025.
4 Barry Einsig was appointed to the FRAC as a member on 20 February 2025.
5 Selwyn Pellett attended all FRAC, NC and TC meetings until his resignation on 13 November 2024.
6 John Scott was appointed to the Board and TC on 1 March 2025.
EROAD Governance Report 2025
PAGE 90 PAGE 91
Finance, Risk and Audit Committee (“FRAC”)
The Finance, Risk and Audit Committee oversees EROAD’s
risk management, internal controls, financial reporting
integrity and the auditing processes and activities. FRAC held
four meetings during the year ended 31 March 2025.
According to its Charter, the Committee must be comprised
of non-executive directors, the majority of whom must be
independent. Further, the Chair of the Committee must be an
independent director and cannot be the Chair of the Board.
As at 31 March 2025, the members of the FRAC were David
Green (Chair), Susan Paterson, Cameron Kinloch, and Barry
Einsig (appointed to the Committee in February 2025). Up
until his resignation from the Board, Selwyn Pellett also
served as a member of FRAC. Currently, all members of the
Committee are independent non-executive directors and at
least two members have an adequate accounting or financial
background. Qualifications and experience of the Committee
members is outlined on page 18-19 of this Annual Report.
The Chair of the Committee reported to the Board on the
Committee’s proceedings following each meeting.
Employees only attend the FRAC meetings at the invitation
of the Committee. In the year ended 31 March 2025, Co-CEOs,
Mark Heine and David Kenneson, the Chief Financial Officer
(“CFO”) Margaret Warrington (up until her resignation),
the Interim Chief Financial Officer, Rebecca Lineham (who
attended one meeting following her appointment) and
General Counsel, Ksenija Chobanovich, were invited to attend
the Finance, Risk and Audit Committee meetings.
Nominations Committee (“NC”)
The Nominations Committee assists the Board in fulfilling
its responsibilities to shareholders with respect to Board
performance, composition, succession planning and the
selection and appointment of Directors. For the purposes of
Recommendation 3.4 of the Code, the Board has determined
that the whole Board will carry out the functions of the
Nominations Committee due to the small size of the Board,
with the Board Chair serving as the Committee Chair. A
quorum of four directors is required in accordance with the
Nominations Committee Charter.
Four Nominations Committee meetings were held during the
year.
All members of the Nominations Committee are
independent, non-executive directors.
Detailed responsibilities of the Committee are set out in the
Nominations Committee Charter, accessible via the Investor
Website.
People & Culture Committee (“PCC”)
The People & Culture Committee assists the Board in
overseeing EROAD’s culture, values and leadership; health,
safety, environment and wellbeing matters; remuneration
and organisational matters; and remuneration policies and
practices.
As at 31 March 2025, members of the People & Culture
Committee were Sara Gifford (Chair), David Green and Susan
Paterson. As part of the Board’s committee rotation process,
Barry Einsig joined the Committee in May 2024, with David
Green stepping off at that time. Mr Green has since rejoined
the Committee in February 2025 to support Mr Einsig’s
transition to the Finance, Risk and Audit Committee.
Qualifications and experience of the committee members
is outlined on page 18-19 of this Annual Report. A quorum
for the meeting is two directors in accordance with the
Committee Charter, accessible via the Investor Website.
The Chair of the Committee reports to the Board on
the Committee’s proceedings following each meeting.
All members of the People & Culture Committee are
independent directors. Management only attends the People
& Culture Committee meetings at the invitation of the
Committee.
Technology Committee (“TC”)
The Technology Committee assists the Board in its
obligations to oversee EROAD‘s digital transformation. The
Technology Committee governs product management,
technology and innovation strategies, technology
execution plans, and necessary workforce development.
The Technology Committee also oversees operations
relating to hardware, product and platform innovation, as
well as information security, cyber security, data privacy
and third-party technology risk management. Key product
and ecosystem partners also form part of the Technology
Committee‘s workstream.
As at 31 March 2025, the members of EROAD‘s Technology
Committee are Barry Einsig (Chair), Sara Gifford and John
Scott (from March 2025). Selwyn Pellett served on the
Technology Committee as a member up until his resignation.
Qualifications and experience of the Committee members is
outlined on page 18-19 of this Annual Report.
The Committee met 5 times during the year. A quorum for
the meeting is two independent directors. The Chairperson
of the Committee reported to the Board on the Committee’s
proceedings following each meeting.
Detailed responsibilities of the Committee are set out in the
Technology Committee Charter, accesible via the Investor
website.
Attendance and Board and Committee Meetings
The Board held 10 meetings during the year ended 31 March 2025.2
The attendance records provided below document the attendance of directors who are members of the respective committee.
Attendance of non-member directors is not included, however all directors have a standing invitation to attend all committee
meetings where there is no conflict of interest and this is regularly accepted.
BoardFRACNCPCC
3
TC
Susan Paterson10442-
Barry Einsig1014425
Sara Gifford10-424
David Green1044--
Cameron Kinloch1044--
Selwyn Pellett5 422-3
John Scott1
6
----
In addition to the above scheduled Board meetings, the Board also had 3 Board calls during the year. As noted above, directors
have a standing invitation to attend all committee meetings where there is no conflict of interest.
Takeover Protocol
The Board has a formal written protocol (“Protocol”) outlining the procedure to follow if EROAD receives a takeover offer. This
Protocol summarises key aspects of takeover preparation, and sets out governance, conflict and communications protocols
for responding to a takeover. In the event of a takeover offer, the Board‘ Takeover Committee will manage EROAD‘s response
obligations and make a recommendation to the full board.
PRINCIPLE 4: REPORTING & DISCLOSURE
Marking Timely and Balanced Disclosure
EROAD builds shareholder confidence through transparent,
timely and accurate market communication. The Company
has procedures in place to ensure compliance with our
disclosure obligations under the NZX Listing Rules and the
ASX Listing Rules. The Board has a Continuous Disclosure
Committee that comprises a Co-CEO, the Interim CFO
(“the Disclosure Officers”) and one Independent Director.
In the absence of either one of the Co-CEOs or the Interim
CFO market disclosure can be approved by either: 1) two
Independent Directors and a Co-CEO, or the Interim CFO; or
2) one Independent Director, the General Counsel and either
a Co-CEO or the Interim CFO.
The Continuous Disclosure Committee is responsible
for administering EROAD’s compliance with our Market
Disclosure Policy which details EROAD’s NZX and ASX
continuous disclosure obligations. The Disclosure Officers
will recommend to the Continuous Disclosure Committee
whether a market disclosure should be made. The Disclosure
Officers are ultimately responsible for all communications
with NZX and ASX market regulators.
Financial Reporting
EROAD’s FRAC Charter directs the oversight of the quality
and integrity of external financial reporting including
the accuracy, completeness, balance and timeliness of
financial statements. FRAC reviews interim and annual
financial statements and makes recommendations to the
Board concerning accounting policies, areas of judgement,
compliance with financial reporting standards, NZX, ASX
and legal requirements, as well as the results of the external
audit. During the period under review, all matters within the
Committee’s responsibility were addressed.
All interim and full-year financial statements are prepared in
compliance with relevant financial standards.
Non-Financial Reporting
Environmental, social, and governance (“ESG”) factors are
central to how EROAD operates and how we support our
customers. Sustainability at EROAD is not limited to our
internal practices—it also includes helping customers reduce
emissions, meet regulatory obligations, and achieve their
own ESG goals.
EROAD’s Chief Sustainability Officer has formal responsibility
for environmental topics and EROAD’s General Counsel and
Interim CFO have an informal responsibility for economic and
governance related topics. The Co-CEOs and wider executive
team have responsibility for social factors. The General
Counsel and Interim CFO keep the Board informed of any
material factors and update them on current market trends
and processes in this area. The directors are committed to
progressing ESG matters and consider these at every board
meeting. Members of the Executive Team report directly to
FRAC on sustainability matters at every meeting. The Board
also takes advice from FRAC, General Counsel, Sustainability
Committee (lead by the Chief Sustainability Officer), and
EROAD‘s Engineering Teams.
Climate-related disclosures
EROAD is a climate-reporting entity under the FMC Act.
EROAD undertook significant work in FY24 to understand
the Company’s climate-related risks and opportunities and
set metrics and targets in accordance with our obligations
as a climate-related entity. EROAD will publish its second
climate-related disclosures for the year ended 31 March
2025 in compliance with the Aotearoa New Zealand Climate
Standards issued by the External Reporting Board (XRB)
as required by the FMC Act. EROAD’s climate-related
disclosures for the year ended 31 March 2025 will be
accessible on our Investor Website by 31 July 2025.
Global Reporting Initiative
As in previous reporting years, we have continued to report
against the Global Reporting Initiative (“GRI”) Framework.
We have taken a targeted approach to reporting against the
standards material to EROAD in FY25.
PRINCIPLE 5: REMUNERATION
Please refer to the Remuneration Report on page 100 of this
Annual Report for details on our compliance with Principle 5
of the Code.
PRINCIPLE 6: RISK MANAGEMENT
Risk Management Framework
EROAD’s risk management framework supports informed
decision-making and protects the business by ensuring
key risks are actively identified, assessed, and addressed.
The Board oversees the framework, with management
accountable for its implementation and monitoring.
The framework is anchored by EROAD’s Risk Appetite
Statement (RAS), which sets clear boundaries around
acceptable risk. The RAS guides decision-making across
the business and is reviewed regularly to reflect EROAD’s
evolving priorities. This is explained in more detail below.
Management maintains several risk registers to track and
manage known risks. These include enterprise, operational,
and climate-related registers:
• Enterprise risks are reviewed regularly with a top-down
assessment of material risks to EROAD’s strategy. Each risk
is rated by impact and likelihood, and mitigation plans are
embedded into business planning.
• Monthly, the executive team reports on any threshold
breaches under the RAS, emerging risks, and status
updates on mitigation actions. These are discussed at the
Board and in management forums including Executive
meetings.
• Climate-related risks and opportunities are tracked
separately to meet New Zealand Climate Standards. The
Sustainability Committee reviews these regularly and
escalates any material items for integration into the broader
risk register. The Committee also monitors performance
against climate-related metrics and targets defined in the
RAS.
FRAC reviews the RAS, key registers, dashboards and risk
processes on a rolling basis. It works with management and
auditors to ensure the framework is operating effectively and
that material risks are being managed appropriately.
EROAD’s Risk Management Policy is available on the Investor
Website.
EROAD Governance Report 2025
PAGE 92 PAGE 93
In FY25 EROAD identified the following material risks to the Company:
RISKRisk description and management
Diminished competitive
advantage
The telematics industry is undergoing disruption due to a decreasing reliance on hardware. Customers now have
a wider range of options that leverage integrated vehicle technology. Additionally, the market is experiencing
increased competition with the entry of global players.
Risk mitigation includes:
• Reviewed organisational structure, enhancing development efficiency.
• Initiated the establishment of an office in Manila.
• Partnerships to introduce new technologies.
• Leveraged AI to improve customer outcomes and create new revenue opportunities.
• Strengthened product management presence in North America.
North American growth
strategy execution
EROAD’s growth in North America is crucial for the successful execution of its strategy. The market in North
America is currently experiencing consolidation and increased competition.
Risk mitigation:
• Increased investment in North America, including focused training and hiring experienced sales leaders.
• Investment in R&D.
• Exploration of M&A opportunities to improve market entry speed, expand the serviceable available market
and serviceable obtainable market, offer high-margin solutions, and diversify EROAD’s customer base.
Product and platform
reliability and scalability
Platform and product stability is essential for maintaining customer satisfaction. However, there is a risk of
system outages, performance bottlenecks and the ability to handle increasing user demands and data volumes.
Risk mitigation:
• Progressed with a technology uplift programme.
• Improved alignment between contractual agreements and organisational goals.
• Framework developed to facilitate faster integration of new devices.
Cybersecurity vulnerability
EROAD is at risk of cyber-attacks that could result in data breaches, given its online software hosting, Cloud/
SaaS services revenue model, and role as a data processor.
Risk mitigation:
• Enhanced threat intelligence capabilities.
• Regular security metrics reporting.
• Upgraded incident response procedures.
• Strengthened access controls.
• User access audits conducted.
• Increased employee cybersecurity awareness.
• SOC2 compliance programme progressed.
Revenue erosion
Customers experiencing tighter budgets or financial uncertainty may seek to cut back on spending, leading to
churn and subsequent revenue erosion. Additionally, the economic downturn may reduce the demand for new
services from existing customers as business spending slows.
Risk mitigation:
• Engaging with key customers.
• Ensuring accurate billing for all products.
• Implementing a structured account management system across various regions.
• Implementing annual billing.
• Incorporating auto-renewal clauses in agreements.
RISKRisk description and management
Maximising shareholder
return
A diminished share price can limit shareholders’ ability to optimise returns.
Risk mitigation:
• Focused on delivering on our strategy.
• Proactive communication with key stakeholders to maintain stability and attract new interest.
• Diversified shareholder base to enhance liquidity.
• Engaged with retail investors to increase demand, liquidity, and facilitate price discovery.
• Focused on enhancing liquidity and market capitalisation to achieve index inclusion, thereby attracting long-
term investments from various funds and trackers.
• Building investor trust while monitoring long-term targets as key drivers for short-term share price
appreciation.
Operational complexity
EROAD operates a number of different systems and processes across 3 markets.
Risk mitigation:
• Global alignment of processes and customer journeys.
• Classifying and prioritising issues, and standardising issue management commitments.
• Restructured support teams to enhance efficiency.
• Implemented an offshoring programme.
• Made efficiency-focused improvements throughout the organisation.
Large Enterprise Customer
Dependency
Large enterprise customers play a significant role in shaping operations and service delivery, based on their
internal priorities.
Risk mitigation:
• Developed a professional services framework, ensuring a fair exchange of value when large enterprise
customers make requests.
• Renewed contracts with a substantial number of our large enterprise customers.
Working capital
management
Effective working capital management is critical for achieving free cash flow targets.
Risk mitigation:
• Streamlined operations and enhanced efficiency.
• Improved tracking to ensure forecast accuracy.
• Maintained strong relationships with our contract manufacturers.
• Philippines offshoring programme to provide increased resources for debt collection.
Organisational resilience
Ongoing organisational changes may create short-term disruption as teams adjust to evolving workflows and
priorities. However, these changes are intended to enhance long-term resilience and operational effectiveness.
Risk mitigation:
• Optimised resource allocation across key functions in a more cost-effective manner.
• Cohesive leadership approach.
• Annual talent reviews and succession planning to ensure that key positions are filled with capable individuals.
• Comprehensive business continuity planning.
• Meticulously planning structural changes to understand and mitigate specific risks related to disruption.
EROAD Governance Report 2025
PAGE 94 PAGE 95
Risk Appetite
EROAD’s updated Risk Appetite Statement, revised during
FY25, supports our evolving environment by clearly defining
the levels of risk the company is willing to accept in pursuit
of its strategic objectives. It enables the business to balance
disciplined financial management with the flexibility needed
to respond to change. The RAS applies across six key risk
categories—strategy, finance, customers, technology, people,
and legal—and guides risk-based decisions at all levels of the
organisation.
Risks that exceed the defined appetite are reported to the
Board, along with mitigation plans and progress updates. The
Board, with support from FRAC, also approves and monitors
policy and procedures in areas such as treasury management,
financial performance, taxation and delegated authorities. This
oversight ensures that risk-taking and internal controls remain
aligned with EROAD’s purpose, values, and long-term goals.
A summary of EROAD’s risk appetite is set out below.
RISK APPETITE LEVELS
RISK APPETITE CATEGORIES
Risk Appetite LevelStrategyFinancialCustomersTechnologyPeopleLegal
OPEN
• Climate-related risks and
opportunities
• Innovative solutions• Innovation
RECEPTIVE• Partnerships• Experimentation• Regulatory change
CAUTIOUS• Strategy execution
• Free cash flow
• Working capital
• Financial plan
• Customer interactions
• High quality and resilient
solutions
• Product delivery
• Ideation to market
cycle time
• Capacity, capability
and skills
• Core knowledge
• Governance
• Legal obligations
RELUCTANT• Banking covenants
• Privacy and security
• Compliant products
• Cybersecurity
compliance goals
• Scalability of EROAD’s
platform
• Health & safety• Non-compliance
Insurance
EROAD has insurance policies in place covering areas
where risk to our assets and business can be insured at
a reasonable cost.
Health and Safety Risk Management
Safety and wellbeing are top priorities for the Board,
as outlined in the Board Charter. The Board is committed
to embedding safety and wellbeing into every aspect
of EROAD’s business. The Safety and Wellbeing Policy,
a management policy, provides oversight and management
of health and safety risks on behalf of the Board.
EROAD’s Safety and Wellbeing Management Framework
details the safety and wellbeing activities at EROAD and
defines the responsibilities for the Board, the executive
team, and all personnel. The framework mandates the
establishment of objectives and key results, which are
integrated into business planning processes to enable the
In FY25 EROAD continued to improve our safety and
wellbeing approach with a particular focus on our critical
risks. Key deliverables included:
• developed control plans for our global critical risks - safe
driving, installation, contractor management, warehousing,
mental health and wellbeing;
• enhanced contractor management for high risk activities
such as device installation;
• implemented a new global electronic safety management
system (BWare);
• embedded safety KPIs for leadership;
• reviewed health monitoring for key health risks;
• increased focus on mental health and wellbeing, with
awareness training, regular communications and key events
(e.g. Pink Shirt Day, World Mental Health Day).
Cybersecurity
During FY25 the Board implemented a Cybersecurity
Governance Framework, confirming the Board’s overall
responsibility for cybersecurity oversight. This responsibility
is supported through its committees, as follows:
• The Finance Risk and Audit Committee (FRAC) is
responsible for cybersecurity oversight related to risk
management, controls, compliance, and governance; and
• The Technology Committee maintains oversight of the
technical aspects of cybersecurity, including architecture,
systems resilience, and innovation.
Safety and Wellbeing Policy’s intent and related strategies
and procedures. Additionally, the framework requires a
review of the safety and wellbeing strategy every three
years to ensure alignment with EROAD’s values, the overall
business strategy, and the safety and wellbeing vision.
At each Board meeting, members receive a safety and
wellbeing report that summarises EROAD’s risk profile and
management actions, the current safety and wellbeing focus,
lead and lag indicators and updates from the Safety and
Wellbeing staff committee. EROAD’s risk appetite triggers
for health and safety risks are centred around notifiable
incidents and serious near miss incidents. In the year ended
31 March 2025, there have been no notifiable events to report
to WorkSafe NZ or Safe Work Australia and no notifiable
events reported to US authorities.
EROAD Governance Report 2025
PAGE 96 PAGE 97
PRINCIPLE 7: AUDITORS
Oversight of the Company’s external audit arrangements
to safeguard the integrity of financial reporting is the
responsibility of FRAC. The FRAC Charter sets out the
procedure for communication with the external auditors.
The External Auditor Independence Policy, reviewed and
updated during FY25, ensures that audit independence is
maintained, both in fact and appearance. It covers:
• the selection and appointment process for the external
auditor;
• rotation of external audit partners;
• policy to ensure external auditors’ independence;
• provision of non-audit services; and
• reporting to FRAC.
The role of the external auditor is to audit the financial
statements of the Company in accordance with applicable
auditing standards in New Zealand and to report on their
findings to the Board and answer questions from the
shareholders of the Company.
EROAD’s key external audit partner is Matt Diprose from
KPMG. Mr Diprose became the engagement partner
for FY25 in accordance with EROAD’s External Auditor
Independence Policy which requires the rotation of external
audit partners at least every 5 years. Mr Diprose has provided
an independence attestation to the Board. He will attend
the annual shareholder’s meeting to answer questions from
shareholders in relation to audits.
EROAD does not prescribe rotation of the external audit firm
but closely monitors the independence requirements and
considerations around cost and efficiency.
The auditor‘s involvement in non-audit work is limited and
subject to approval by the Chair of FRAC.
Additional audit-related services include agreed-upon
procedures concerning the Research and Development Tax
Incentive (RDTI), and reasonable assurance for the New
Zealand Transport Agency (NZTA).
In the fiscal year 2025, KPMG‘s non-audit services were
limited to tax related activities. These activities encompassed
compliance work, advisory support for tax compliance
(including income tax and GST) and transfer pricing services.
The following table provides a summary of the non-
audit work performed by KPMG and the associated fees
recognised in the financial statements. For comprehensive
details on the fees paid to KPMG, please refer to Note 5 in
our financial statements included in this annual report.
Activity Description Fees (NZ$)
Tax compliance
Income tax return filing in two tax jurisdictions, including
calculation review, tax agent services, documentation and
query response
$60,019
Transfer Pricing Support
Provision of margin benchmarking information, drafting
intercompany loan documentation, calculation review
and transfer pricing advice in relation to operational
decisions
$102,971
Total Non-Audit Fees Paid to KPMG (representing 25%
of the audit fee)
$162,990
EROAD has used a variety of tax advisors globally, including
KPMG due to their expertise in relevant areas of tax risk and
their experience with EROAD’s operations, ensuring value for
money. KPMG adheres to external auditing standards including
independence and disclosure requirements. KPMG also has
internal processes to manage advisory and auditing conflicts
including separation of duties, approvals, independence
training and monitoring systems.
EROAD does not have an internal audit function. FRAC pays
particular attention to matters raised by the Company’s
auditor. It also requires the Executive Team to report
periodically on areas identified as most sensitive to risk
together with recommendations for improvements and
changes to internal controls. Through the steps outlined
under the Risk Management section, the Board ensures
EROAD is reviewing, evaluating and continually improving the
effectiveness of our risk management framework.
The Interim Chief Financial Officer has a direct line of
communication with the Chair of FRAC and the external
auditor.
PRINCIPLE 8: SHAREHOLDER RIGHTS AND
INTERESTS
EROAD recognises the importance of providing shareholders
and the broader investment community with access to
up to date, high-quality information. This enables them to
monitor the Company’s performance; participate in decisions
requiring owner input, and facilitate two-way communication
between the Company, the Board, and shareholders. The
Shareholder Communication Policy outlines how EROAD
engages with shareholders and other stakeholders through
written and electronic communications, as well as access to
the Board, management, and auditors. This policy is part of
the corporate governance policies available on the Investor
Website.
EROAD’s Investor Website serves as an important
information portal, is regularly updated with relevant
information, including shareholder reports, presentations,
and market announcements. Releases and reports are
published to the website once they have been provided to
and publicly released to both the NZX and ASX. The website
also contains Board and management profiles, information
on EROAD’s history, awards and a library of product
information.
Shareholders can easily communicate with EROAD, via email
at investors@eroad.com.
Major communications with shareholders during the financial
year include the annual and half-year results, and the annual
meeting of shareholders. The Annual Report is available in
both electronic and hard-copy formats, and shareholders
have the option to receive communications from EROAD
electronically.
Shareholders have the right to vote on major decisions as
required by the NZX Listing Rules. The Notice of Meeting
is sent to shareholders and published on EROAD’s website
at least 20 working days prior to the annual shareholders’
meeting each year. EROAD offers this meeting in a hybrid
format and so also includes a Virtual Meeting Guide which
sets out information to help investors understand and
participate in hybrid meetings. Physical meetings will not
take place if there exists a risk to public health and safety.
In any instance where health and safety is a concern,
EROAD may determine that virtual only meetings are most
appropriate.
EROAD Governance Report 2025
PAGE 98 PAGE 99
PAGE 100
REMUNERATION
REPORT
Dear Shareholders,
As Chair of the Board‘s People and Culture
Committee I am pleased to present
EROAD‘s FY25 Remuneration Report.
FY25 was a strong year for EROAD,
marked by disciplined execution against
our financial goals and progress on
strategic priorities. This performance
reflects the commitment of our Executive
Team, senior leaders, and key individuals
across the business—from sales to
engineering—whose efforts have helped
drive sustainable growth. Therefore,
during FY25, the primary focus areas were
to attract, retain, and motivate employees,
maintain alignment between employee and
shareholder interests, and ensure prudent
cash management.
LETTER FROM THE PEOPLE AND CULTURE COMMITTEE CHAIR
EROAD Remuneration Report 2025
The following were some remuneration highlights
for FY25:
• Acknowledging ongoing skill shortages in the industry
and cost-of-living pressures, EROAD conducted a fixed
remuneration review in July 2024. Increases in fixed
remuneration were targeted to support the employees who
needed it most, resulting in an average uplift of 3% across
the wider workforce. Executive Team fixed remuneration
remained unchanged throughout FY24 and FY25.
• The Co-CEO salaries remain aligned in NZD to ensure
consistency, even though CEO rates are typically higher in
the United States1. The Co-CEOs are eligible to receive 50%
of their base salaries under the company’s FY25 STI plan
and 100% of their base salaries under the FY25 LTI Grant.
• EROAD’s FY25 STI Grant was offered to members of the
Executive Team and key senior leaders. For most of the
Executive Team, STI performance targets were based 100%
on the company’s core financial metrics being revenue,
EBIT and FCF, in order to align with shareholder interests.
For Executives and senior leaders in the sales roles,
performance targets included a 25% weighting for regional
sales or booking targets and a 75% weighting for core
financial metrics. For other senior leaders, STI performance
targets were a mix of 75% financial metrics and 25%
individual (non-financial) objectives.
• EROAD’s FY25 LTI Grant maintained the same structure
as the FY24 LTI Grant and was offered to Executive Team
members, key senior leaders and selected employees
across the business – such as engineering staff- who play
a critical role in delivering EROAD’s strategic initiatives.
Details of the Grant structure are disclosed in this report.
As we look ahead, we remain focused on rewarding
performance through a clear, merit-based incentive structure
that aligns with delivering long-term value.
Feedback
EROAD is committed to upholding the highest standards
of corporate governance that help ensure our remuneration
practices are transparent and align with the interests of all
our stakeholders. We welcome your feedback on this report
via investors@eroad.com.
Sara Gifford
Chair, People and Culture Committee
PAGE 101
1 Subject to fx fluctuations.
Executive Remuneration Policy
EROAD’s Director and Executive Remuneration Policy sets fair and competitive remuneration to attract, motivate and
retain top talent. It aligns with company purpose and values, backed by principles ensuring consistency with culture,
strategy and business goals.
PRINCIPLEDESCRIPTION
AlignmentEROAD aims to ensure that a significant portion of the senior leadership team’s remuneration
is contingent on EROAD meeting its financial and strategic objectives, and the individual
acting in accordance with EROAD’s values.
BalanceMarket competitive fixed remuneration is balanced with affordability.
FlexibilityEROAD’s STI Plan and LTI Plan performance measures provide flexibility for EROAD to
recognise and reward individuals for outstanding contribution and respond appropriately to
business objectives and needs.
FairnessEROAD’s remuneration structure ensures there is a direct link between performance and pay.
RewardEnsure achievement of strategic objectives and shareholder value creation is rewarded
accordingly.
TransparencyThere are no complicated performance measures that require extensive explanation. The
remuneration structure is clear, transparent, consistent, easy to understand and simple to
administer.
CompetitivenessEROAD’s remuneration structure helps attract, motivate and retain directors and executives
who contribute to EROAD’s business outcomes.
EROAD Remuneration Report 2025
PAGE 102 PAGE 103
Remuneration Report Structure
In presenting this report, EROAD has taken the NZX
Remuneration Report Template on Listed Issuers into
account. As a result, this report is structured as follows:
• Remuneration Governance;
• Executive Remuneration Policy;
• Co-CEO Remuneration Arrangements and Outcomes;
• ESG disclosures;
• Remuneration Bands (in accordance with the Companies
Act 1993 (NZ)) and
• Director Remuneration
Remuneration governance
EROAD’s Board is supported by the People and Culture
Committee. The People and Culture Committee provides
recommendations to the Board regarding company-wide
remuneration, benefits, and policies. The Committee also
oversees performance objectives, remuneration packages,
succession planning, and development programmes for
the senior management team. Company culture and
values are key considerations for the Committee alongside
remuneration matters. The Committee is not responsible
for director selection, appointment, reappointment or
succession planning, as this is overseen by the Nominations
Committee.
The Committee comprises of the following members:
Sara Gifford (Chair), Susan Paterson and David Green. A
description of the skills and experience of each committee
member is detailed on pages 18-19. Attendance at FY25
committee meetings is detailed on page 91 of the Annual
Report.
All members of the People and Culture Committee are non-
executive, independent directors. Management only attends
committee meetings by invitation.
The People and Culture Committee provides
recommendations to the Board regarding company-wide
remuneration, benefits, and policies. The Committee also
oversees performance objectives, remuneration packages,
succession planning, and development programmes for
the senior management team. Company culture and
values are key considerations for the Committee alongside
remuneration matters. The Committee is not responsible
for director selection, appointment, reappointment or
succession planning, as this is overseen by the Nominations
Committee.
EROAD’s People and Culture Committee operates under
a written charter which is available to view at https://
eroadglobal.com/investors/. The objectives and activities
are periodically reviewed, and any changes in the duties and
responsibilities of the Committee, or changes to the terms of
its Charter, must be approved by the Board. No such changes
have been during FY25.
The Committee has no decision-making powers except
where expressly provided by the Board.
The internal governance policies that provide context for the
remuneration outcomes are described below:
• No Dealing or Protection Arrangements: All directors,
employees, contractors and advisers of EROAD are subject
to the company’s Securities Trading Policy, available via
the investor website. In addition to this policy, parties are
expressly prohibited from entering into any arrangements
designed to hedge or otherwise mitigate the economic
risk of EROAD securities. It is important to note that all
securities become subject to the Securities Trading Policy
rules once they have vested and that prior to vesting those
securities cannot be transferred or encumbered by the
holders.
• Minimum Shareholding Requirements: The EROAD Board
encourages but does not require senior leadership team
members or directors to hold shares in EROAD.
Further information on the People and Culture Committee,
including the broader responsibilities of the People and
Culture Committee and meeting attendance during FY25 can
be found on pages 90-91 of this Annual Report.
Executive Remuneration Components
EROAD uses a total remuneration package approach in setting
salary and rewards for executives. Remuneration of executives
is linked to 3 components: Total Fixed remuneration, STI
Plan and LTI Plan grants. For most executives, Total Fixed
Remuneration makes up 56% of the total remuneration
package, with STI and LTI making up 17% and 28% respectively.
Total Fixed Remuneration
EROAD’s Total Fixed Remuneration includes base salary and
benefits, benchmarked against independent survey data,
with median pay as the foundation. This ensures equal pay for
equal work across all EROAD employees globally. Contractual
and discretionary benefits vary by region. The Co-CEOs and
the executive team undergo periodic performance reviews,
aligning their pay adjustments against achievement of
operational and strategic objectives.
Variable Remuneration
STI Plan
EROAD’s STI Plan is designed to link specific annual
performance targets with the opportunity to earn either cash
or share incentives (to be determined at the sole discretion
of the Board) based on a percentage of fixed base salary.
The Board, on recommendation of the People and Culture
Committee, reviews and approves executive and key senior
leader annual targets, aligning rewards with shareholder value.
For FY25, STI awards for most executives, were based
entirely on group performance against company financial
targets. However, three executives also had individual sales
or customer-focused operational targets that were directly
aligned to their specific roles, to help drive revenue growth
and improve customer outcomes in support of the company’s
overall objectives. STI Plan payments are discretionary and not
guaranteed, even where performance criteria have been met.
The Board may elect to make STI payments in cash or shares.
In FY24 STI payments were made in shares and in FY25, the
Board intends to issue STI payments in cash. FY25 STI awards
have been assessed and payments will be made within one
month following the release of the FY25 results.
The CEO and Executive Team STI Plans are described in detail
in the table below:
2 Staff who are eligible for sales commissions are not typically invited to participate in EROAD’s STI Plan.
ELEMENTDETAILS
FY25 Co-CEO STI PlanFY25 Executive STI Plan
PurposeRewards achievement of Board-set KPIs
Target opportunity Award of up to 50% of base salary. Award of up to 35% of base salary
Performance and pay
out leverage
The aggregated threshold for the financial metrics needs
to be over 85% (i.e. the combination of revenue, EBIT and
FCF).
Performance and Award set at a minimum threshold 85%
and capped at 130%.
Performance
Level
Performance
as % Target
Award
as % Target
Threshold85% 85%
Any award is on a ratable straight line basis up to a
maximum of 130%.
The aggregated threshold for the financial metrics needs
to be over 85% (i.e. the combination of revenue, EBIT and
FCF).
Performance and Award set at a minimum threshold 85%
and capped at 130%.
Performance
Level
Performance
as % Target
Award
as % Target
Threshold85% 85%
Any award is on a ratable straight line basis up to a
maximum of 130%.
Performance periodFull financial year 1 April 2024 to 31 March 2025
Objectives
100% financial measures based on EROAD’s performance
against the metrics of Reported Revenue, Group EBIT and
Free Cash Flow.
FY25 financial targets:
Revenue$195m
EBIT$10m
FCF$5m
For the majority of executive team members, the
objectives are 100% financial measures based on
EROAD’s performance against the metrics of Reported
Revenue, Group EBIT and Free Cash Flow.
Revenue$195m
EBIT$10m
FCF$5m
For a small number of Executive Team members in sales
roles, objectives are 75% financial measures based on
EROAD’s performance against the metrics of Reported
Revenue, Group EBIT and Free Cash Flow, and 25% based
on individual targets.
Objectives setFollowing completion of financial year budgets
Performance
evaluation
In relation to the Co-CEO’s performance, the People and
Culture Committee makes a recommendation to the
Board.
The Board will, in its sole discretion, assess whether the
performance targets have been met and payment will be
made within 1 month of EROAD’s FY25 financial results
being released to the market.
The Co-CEOs review executive performance and make
a payment recommendation to the People and Culture
Committee, which makes a recommendation to the
Board.
The Board will, in its sole discretion, assess whether the
performance targets have been met and payment will be
made within 1 month of EROAD’s FY25 financial results
being released to the market.
STI payment
The FY25 STI Plan stipulates that payments, if any, are
made on an annual basis upon determination of the
STI Plan payment by the People & Culture Committee.
However, such payments are subject to the Board‘s
approval and at its sole discretion. If payment is to be
made, STI Plan payments will be made within 1 month
of EROAD’s FY25 financial results being released to the
market.
The FY25 STI Plan stipulates that payments, if any, are
made on an annual basis upon determination of the STI
Plan payment by the People & Culture Committee and
by the Co-CEOs. However, such payments are subject to
the Board‘s approval and at its sole discretion. If payment
is to be made, STI Plan payments will be made within 1
month of EROAD’s FY25 financial results being released
to the market.
EROAD Remuneration Report 2025
PAGE 104 PAGE 105
LTI Plan
EROAD’s LTI Plan was updated in FY24 based on an
independent review to strengthen market alignment. No
changes to the LTI Plan were made in FY25. Under the FY25
LTI grant, Co-CEOs, the executive team, select senior leaders
and key employees have received performance share rights
(PSRs), convertible to ordinary shares subject to achieving
performance hurdles.
The Plan drives long-term performance and retention by
linking incentives to strategic goals and value creation. The
Board retains discretion to adjust participation terms (with
the agreement of the participant) or to amend the Plan Rules
or the terms of any grant if it considers the interests of the
participants are not materially affected. EROAD’s FY25 LTI
Grant may be paid in shares or cash, with shares being the
preferred option, subject to capacity under NZX Listing Rule
4.6.1. In FY25, EROAD issued 892,092 PSRs to participants
under the FY24 LTI Grant3 and 2,133,633 PSRs under the FY25
LTI Grant4.
3 $516,427 remains as liability under the FY24 LTI Grant, subject to performance criteria being met. The Board intends to issue the remaining FY24 LTI award as
PSRs, subject to capacity under NZX Listing Rule 4.6.1.
4 $2,617,035 remains as liability under the FY25 LTI Grant, subject to performance criteria being met. The Board intends to issue the remaining FY25 LTI award as
PSRs, subject to capacity under NZX Listing Rule 4.6.1.
5 The Board intends to issue the FY25 LTI award as shares.
6 rTSR or relative total shareholder return means EROAD’s total shareholder return compared to the peer companies’ total shareholder return on a relative basis.
rTSR is a measure of financial performance.
7 The Board is considering changing this metric for the Company’s FY26 LTI Grant in response to shareholder feedback.
Our long-term incentive plan is designed to promote
leadership stability and retention by including continued
employment as a performance hurdle. This approach
ensures consistent execution of strategic initiatives and
long-term planning. By rewarding sustained performance
and commitment, the plan encourages a focus on enduring
shareholder value. Our equity incentives are benchmarked
against industry standards to remain competitive in attracting
and retaining top talent. The Board, advised by Haigh&Co,
recognised tenure as a common component in North
American long-term incentives, aligning with EROAD’s growth
focus in that market.
Using revenue, EBIT, and FCF metrics in both the LTI and
STI plans ensures a consistent focus on key performance
indicators that drive shareholder value. This alignment
reinforces a unified strategy for achieving financial goals, with
distinct targets and thresholds for LTIs and STIs reflecting both
short-term achievements and long-term objectives. These
targets are rigorously defined and monitored internally to
drive significant value creation.
Vesting 50% of rTSR at the 40th percentile ensures a
balanced and realistic target that motivates continuous
improvement while remaining competitive. This threshold
recognises the challenges of outperforming peers on the ASX
Technology Index (XTX), encouraging executives to strive for
sustained growth and higher performance, ultimately driving
shareholder value without setting unattainable goals.
ELEMENTDETAILS
Purpose
Reward and retain key EROAD executives and senior leadership members in FY25 in order to deliver on FY25 goals, drive
longer-term performance, align incentives of the CEO with the interests of EROAD’s shareholders and encourage longer term
decision-making by Plan participants.
Mechanism and
performance
period
PSRs were issued in FY25 as part of a 3-year incentive programme that incorporates award types as described below. Awards
may be paid in either shares or cash, at the Board’s discretion.5
Performance
Metrics
Award type
Portion
of total
Vesting mechanics
intentions
RationaleWeightings
Performance
range
Time Vested
Units
1/3
Vests 100% at the
end of 3 years
Supports retention
and continuity of
key employees
while EROAD
implements
and executes its
new long-term
strategy
100%0% if not achieved
Performance-
Relative
Shareholder
Return (rTSR)6
1/3
Vests at the end
of 3 years based
on EROAD’s
rTSR against the
peers on the ASX
Technology Index
(XTX) over 3 years
of the plan
7
Focuses
management and
key employees
on building and
maintaining long-
term shareholder
value and
outperforming
relevant market
benchmarks.
100%
From 0% - 200% of rTSR shares
vested, as follows:
• Under 40th percentile of XTX =
0% rTSR shares vested
• 40th percentile of XTX = 50%
rTSR shares vested
• 60th percentile of XTX = 100%
rTSR shares vested
• 80th percentile of XTX = 150%
rTSR shares vested
• 100th percentile of XTX = 200%
rTSR shares vested
Performance –
Absolute EROAD
Performance
(Revenue, EBIT,
FCF)
1/3
Vests at the
end of 3 years
but assessed as
follows:
20% per annum
performance
segments based
on the 3-year
budget set at the
beginning of the
LTI Plan and
40% 3-year
cumulative
segment
Focuses on
execution of
the long-term
strategy delivering
revenue growth,
profitable
performance
and positive free
cashflow.
20% each
year and
40%
cumulative
at the end
of the
3-year
period.
From 85% - 130% depending on
achievement.
Failure to meet minimum
threshold of 85% means zero
vesting or payment.
Opportunity
Co-CEO: 100% of base salary
Executive team: 50% of base salary for the majority of executive team members.
Eligibility
Requirements
Participants must remain employed by EROAD and not be serving out a notice period on the date any vesting or payment is
scheduled to occur.
A participant has not been suspended, or subject to any disciplinary action or performance management process, during the
Performance Period.
Neither the participant, nor EROAD or any of its related companies have been subject to any investigation, prosecution
or other action by a regulatory body, including in respect of non-compliance with health and safety legislation, civil rights
legislation, or holiday and leave legislation during the Performance Period.
Board
Discretion
Any vesting or payment approved by the Board is entirely discretionary. Even where Performance Metrics and Eligibility
Requirements are met, the EROAD’s Board of Directors retain sole discretion as to whether to allow vesting or payment to
occur and, if so, to what extent.
EROAD Remuneration Report 2025
PAGE 106 PAGE 107
Variation of Terms
The Board may from time to time vary any terms of a
Participant’s participation in the company STI Plan or LTI
Plan, with the agreement of the participant.
EROAD’s Director and Executive Remuneration Policy
is available via EROAD’s investor website at https://
eroadglobal.com/investors/.
The number of executives to whom the Director and
Executive Remuneration Policy applies is 8 as at
31 March 2025.
External and Independent Advice
Independent advice was obtained from Haigh & Company
in FY24 and this advice was carried forward into FY25.
In addition, EROAD obtained guidance on employee
remuneration for those based in Australia and New Zealand
from Strategic Pay and sought advice from Insperity for
employees based in North America.
Co-CEO Remuneration Arrangements and
Outcomes
Co-CEO Remuneration Arrangements
Mr Heine’s fixed remuneration remained at $700,000 for
FY25. In New Zealand, EROAD provides its employees with
subsidised healthcare and 3% employer contributions to
Kiwisaver, to which Mr Heine is entitled to receive. Mr Heine
is also eligible to receive up to 50% of his base salary as a
cash payment or share based payment under EROAD’s FY25
STI Plan, and up to 100% of his base salary under EROAD’s
3-year FY25 LTI Grant.
Mr Kenneson’s fixed remuneration remained at
USD$450,000 for FY25. In the United States, EROAD
provides its employees with employment benefits including
3% employer contribution for 401k and standard employee
insurance covering long term disability and basic life
insurance. EROAD also offers healthcare subsidies for
American-based employees. Mr Kenneson is also eligible to
receive up to 50% of his base salary as a cash payment or
share based payment under EROAD’s FY25 STI Plan, and up
to 100% of his base salary under EROAD’s 3-year FY25 LTI
Grant.
Entitlement under variable remuneration is subject to
performance criteria being met (disclosed above) and is at
the Board’s discretion.
Co-CEO remuneration mix
The remuneration mix for the Co-CEOs is as follows:
LTI Potential
40%
STI Potential
20%
Fixed Rem
40%
Co-CEO FY25 remuneration scenarios
The below chart shows the amounts and proportions of each
Co-CEO’s total remuneration and how this may vary under
under a scenario where 100% achievement of performance
hurdles is achieved, and where maximum achievement
against performance metrics is achieved. Note, however, the
actual value of any STI and LTI award may vary depending
on performance against metrics and foreign exchange
fluctuations.
Co-CEO Remuneration Outcomes
The CEO/Co-CEO remuneration outcomes paid in FY24 and FY25 are set out in the table below. This table sets out STI and LTI
amounts paid in cash or vested in shares during each relevant financial year. However, following shareholder feedback, on page 110
of this report, we have also disclosed STI performance outcomes and the awards earned in FY25, even though payments will be
made in FY26, outside the reporting period.
8 Gross Fixed Remuneration includes base salary payments and other benefits such as Kiwisaver contribution paid at 3%, annual leave entitlements, backpay due to
pay increases and additional allowances e.g. “higher duties allowance”.
9 Mark Heine was appointed Co-CEO from 5 March 2024, sharing the CEO duties and responsibilities with David Kenneson.
10 STI Plan payment relates to the FY23 reporting period and was paid to Mark Heine in FY24 in July 2023. This award relates to H2 FY23. No STI Plan payments
were made for H1 FY23.
11 The amount paid as a percentage reflects an assessment based on performance against targets in H2 FY23. No STI Plan payments were made for H1 FY23.
12 This award was made under EROAD’s FY23 LTI Grant. The FY23 Grant was made by issuing PSRs that upon vesting, resulted in ordinary shares being issued to
the CEO on a 1 : 1 basis. The value set out represents the market value of the shares issued to the CEO, calculated as the volume weighted average price (“VWAP”)
of ordinary shares on the NZX over the 20 day VWAP immediately prior to the issue of shares.
13 Mark Heine received 100% of PSRs granted to him under EROAD’s FY23 LTI Grant which transferred to him as ordinary shares on a 1 : 1 basis.
14 David Kenneson was appointed Co-CEO from 5 March 2024, sharing the CEO duties and responsibilities with Mark Heine.
15 STI Plan payment relates to the FY24 reporting period and was issued to Mark Heine in June 2024, in the form of shares. The stated value represents the market
value of the shares issued to Mark Heine, calculated using the VWAP of ordinary shares on the NZX over the 10 day period following the release of EROAD’s FY24
results to the market.
16 Mr Kenneson was awarded 457,253 performance share rights as part of his sign on bonus arrangements. 251,686 shares were vested to Mr Kenneson on 5 March
2025, valued at NZD$265,080, pursuant to this entitlement. The remaining 205,567 performance share rights lapsed to account for Mr Kenneson’s tax liability.
YearCEO
Gross Fixed
Remune-
ration
8
STI PlanLTI Plan
Other
Variable
Remune-
ration
Total Value
of Variable
Remune-
ration
Total
Remune-
ration
Earned
STI Plan
award
paid
Amount
paid
as % of
maximum
award
under STI
Plan
Value of
LTI Plan
grant
Vested
Amount
paid
as % of
maximum
grant
under LTI
Plan
Price per
share at
vesting
date
FY24Mark Heine
9
$716,838$331,240
10
67. 6 %
11
$55,169
12
100%
13
$0.62$386,409$1,103,247
FY24David Kenneson
14
$ 57, 0 1 2-----$0$57,0121
FY25Mark Heine$700,505$239,189
15
89%---$239,189 $939,694
FY25David Kenneson $767,029 -----$265,080
16
$265,080$1,032,109
$-
$500,000
$1,000,000
$1,500,000
$2,000,000
$2,500,000
FixedAt 100% TargetMaximum
Scenario Chart - Mark Heine (NZD)
Base salarySTILTI
$-
$200,000
$400,000
$600,000
$800,000
$1,000,000
$1,200,000
$1,400,000
FixedAt 100% TargetMaximum
Base salarySTILTI
Scenario Chart - David Kenneson (USD)
EROAD Remuneration Report 2025
PAGE 108 PAGE 109
17
Financial targets were weighted 60% and 27.6% of these were achieved. Non-financial targets were weighted at 40% and 40% achievement was awarded.
18
Mark Heine received 89% of his FY24 STI Grant in shares. The value represents the market value of the shares issued to Mr Heine, calculated as the volume
weighted average price (“VWAP”) of ordinary shares on the NZX over the 10 day VWAP immediately prior to the issue of shares.
19
Financial targets were weighted 75% and non-financial targets were weighted 25%. Mr Heine received a 89% payout against the financial targets and no payout
against the non-financial targets.
20
Financial targets were weighted 100%, with a stretch target of up to 130%. A 108.23% weighted performance target was achieved.
21
Financial targets were weighted 100%, with a stretch target of up to 130%. A 108.23% weighted performance target was achieved.
CEO and Co-CEO STI Plan Outcomes
The CEO/Co-CEO remuneration awarded is set out below. Exercising its sole discretion, the Board has determined that an STI
payment will be made for FY25, with payment to be made within one month of EROAD’s FY25 financial results being released to
the market.
Mark HeineSTI TargetSTI AwardedEarned
% Earned of
Awarded
% of Target
Awarded
FY23
Up to 70% of
base salary
$490,00067. 6 %$331,240$331,240100%67. 6 %
17
FY24
Up to 40% of
base salary
$280,00089%$239,189
18
$239,189100%89%
19
FY25
Up to 50% of
base salary
$350,000108.23%$378,813
Will be paid in
FY26
Will be paid in
FY26
108.23%
20
David
Kenneson
STI TargetSTI AwardedEarned
% Earned of
Awarded
% of Target
Awarded
FY24IneligibleIneligibleIneligibleIneligibleIneligibleIneligibleIneligible
FY25
Up to 50% of
base salary
USD$225,000108.23%USD$243,523
Will be paid in
FY26
Will be paid in
FY26
108.23%
21
FY25 Performance HurdlesSTI Weighting
Core financial targets – revenue, EBIT and free cash flow 100%
Co-CEO LTI Plan Outcomes
FY24 and FY25 LTI Plan Performance Outcomes
23
The table below presents the potential remuneration for each Co-CEO under EROAD’s Long-Term Incentive (LTI) Grants,
based on the assumption of 100% achievement of performance hurdles. It also outlines the value of the LTI Grants
attributable to amounts earned and accrued for FY24 and FY25. Sections that are blank indicate components that are not
yet capable of being assessed. No payments—whether in shares or cash—have been made to the Co-CEOs to date, as
performance under each grant is evaluated at the conclusion of the respective three-year performance period. Any vesting
or payment is subject to the Board’s discretion and is contingent on the vesting conditions being met.
FY24 LTI Grant - Mark Heine (NZD)
Tenure
TSR
performance
Financial ResultsTOTAL
FY24FY25FY26FY24-FY26FY24FY25FY26FY24-FY26FY24-FY26
At 100% Target (NZD)
22
$77,778 $77,778 $77,778 $233,333 $46,667 $46,667 $46,667 $93,333 $700,000
Earned and Accrued
Value (NZD)
$77,778 $77,778 $56,467 $50,508 $262,531
FY25 LTI Grant - Mark Heine
Tenure
TSR
performance
Financial ResultsTOTAL
FY25FY26FY27FY25-FY27FY25FY26FY27FY25-FY27FY25-FY27
At 100% Target (NZD)
22
$77,778 $77,778 $77,778 $233,333 $46,667 $46,667 $46,667 $93,333 $700,000
Earned and Accrued
Value (NZD)
$77,778 $50,508 $128,285
FY25 LTI Grant - David Kenneson (USD)
Tenure
TSR
performance
Financial ResultsTOTAL
FY25FY26FY27FY25-FY27FY25FY26FY27FY25-FY27FY25-FY27
At 100% Target (USD)
22
$50,000 $50,000$50,000 $150,000 $30,000 $30,000 $30,000 $60,000 $450,000
Earned and Accrued
Value (USD)
$50,000 $32,469 $82,469
22
At 100% Target signifies that all defined performance criteria have been fulfilled in their entirety, corresponding to a 100% achievement level, noting that rTSR
and Financial Performance have stretch targets.
23
Vesting or payout will only occur if the participant remains employed for the full three-year period, subject to the terms of the plan (including provisions
related to good leaver and other relevant conditions).
EROAD Remuneration Report 2025
PAGE 110 PAGE 111
PSRs Granted to Co-CEO Mark Heine during FY25
A summary of the outstanding PSRs granted to Co-CEO Mark Heine under the FY24 LTI Grant and FY25 LTI Grant as at 31 March
2025 is as follows:
PSR
Grant
PSR
Grant
date
Vesting
date
Balance
of PSRs
at 31
March
2024
under
Grant
Granted during the
reporting period
PSRs vested/
lapsed in relation
to the reporting
period
Shares issued in relation to the
reporting period
Balance
of PSRs
at 31
March
2025
under
Grant
PSRs
granted
Market
Price per
share
at grant
date
PSRs
lapsed
PSRs
vested
Shares
issued
following
vesting
Market
Price per
share
at issue
date
Issue
date
FY24 LTI
Grant
3 October
2024
31 March
2026
295,312212,939
24
$1.01N /AN /AN /AN/aN /A508,251
FY25 LTI
Grant
3 October
2024
31 March
2027
303,030
25
$0.77N /AN /AN /AN /AN /A303,030
Total balance of PSRs issued to Mark Heine as at 31 March 2025 811,281
PSRs Granted to Co-CEO David Kenneson during FY25
In addition to the FY25 LTI Grant, Mr Kenneson received an equity-based sign on bonus - an approach commonly used to attract
senior talent. The sign-on bonus provided to Mr Kenneson was structured to ensure the overall competitiveness of Mr Kenneson’s
remuneration package while supporting alignment between the Co-CEOs. The award was subject to a 12-month time-based
performance hurdle, designed to encourage immediate contribution and retention during the critical first year, while serving as a
bridge to longer-term incentive structures.
A summary of the outstanding PSRs granted to Co-CEO David Kenneson under the FY25 LTI Grant and his sign on bonus award
as at 31 March 2025 is as follows:
PSR
Grant
PSR
Grant
date
Vesting
date
Balance
of PSRs
at 31
March
2024
Granted during the
reporting period
PSRs vested/
lapsed in relation
to the reporting
period
Shares issued in relation to the
reporting period
Balance
of PSRs
at 31
March
2025
PSRs
granted
Market
Price per
share
at grant
date
PSRs
lapsed
PSRs
vested
Shares
issued
following
vesting
Market
Price per
share
at issue
date
Issue
date
FY25 LTI
Grant
3 October
2024
31 March
2027
0314,202
26
$0.77N /AN /AN /AN /AN /A314,202
Sign On
Bonus
3 May
2024
5 March
2025
04 57, 2 5 3$0.81205,567251,686251,686$0.95
5 March
2025
0
Total balance of PSRs issued to Mr Kenneson s at 31 March 2025314,202
27 Mr Kenneson was awarded 457,253 performance share rights as part of his sign on bonus arrangements. 251,686 shares were vested to Mr Kenneson pursuant to
this entitlement on 5 March 2025, with the remaining 205,567 performance share rights lapsing to account for tax liability.
28 Calculated by taking a weighted approach to headcount per region to avoid fx fluctuations impacting gender pay gap representations. Regional pay gaps were
calculated for separately, then combined into a global pay gap based on the number of employees in each region. This removed the potential distortion from
different currencies and the regional purchasing power of equivalent salaries.
Co-CEO Shareholdings as at 31 March 2025
Ordinary SharesBalance at 1 April 2024FY24 STI Grant Vested
Sign on bonus award
vested
Balance at 31 March 2025
Mark Heine, co-CEO312,334241,605553,939
David Kenneson, co-CEO--251,686
27
251,686
Co-CEO employment conditions
ItemDetails
Basis of contractOngoing (no fixed term)
Notice period6 months by either party
Termination payment entitlements
For no fault termination or redundancy, the CEO will receive 6 months notice and pay in lieu of a
severance payment equivalent to 6 months base salary and STI and LTI Plan awards may be paid out
at the Board’s discretion.
Base salarySubject to annual review (but no adjustments to base salary are guaranteed)
ESG Disclosures
EROAD’s gender pay gap currently stands at 26% (median) and 21% (weighted mean) when measured across all
employees and all regions.
28
EROAD is committed to closing the gender pay gap and has a number of initiatives underway.
Annual Total compensation ratio
(GRI Disclosure 2-21)
Ratio of the annual total compensation for EROAD’s highest paid
individual to the median annual total compensation for all employees
(excluding the highest paid individual).
5.7:1
Ratio of the percentage increase in annual total compensation for
EROAD’s highest-paid individual to the median percentage increase
in annual total compensation for all employees (excluding the
highest-paid individual).
0:3
Ratio of basic salary and remuneration of women to men (GRI Disclosure 405-2)
New Zealand 1:0.7
Australia 1:1.0
United Sates of America1:1.1
24 PSRs issued under Tranche 2 (Performance - rTSR) and 3A (FY24 Performance - Absolute Financial Performance) under the FY24 LTI Grant.
25 PRS issued under Tranche 1 (Time Vested Units) under FY25 LTI Grant.
26 PRS issued under Tranche 1 (Time Vested Units) under FY25 LTI Grant.
EROAD Remuneration Report 2025
PAGE 112 PAGE 113
Employee Remuneration
The following table sets out the number of current and
former employees (other than employees who are directors)
whose remuneration and other benefits for FY25 was above
NZ$100,000 in value.
EROAD has employees in New Zealand, the United States
and Australia with remuneration market levels which differ
between the three countries. Of EROAD’s 335 employees
noted in the table below who received remuneration and
other benefits that exceed NZ $100,000 in value, 93 (27.8%)
are employed by EROAD in the United States of America,
20 (6.0%) in Australia and 222 (66.2%) in New Zealand. The
overseas remuneration amounts in US dollars and Australian
dollars are converted into New Zealand dollars at rates of
0.5685
29
and 0.90949
30
respectively.
NZ$ Total
100,000 - 110,00032
110,000 - 120,00032
120,000 - 130,00019
130,000 - 140,00034
140,000 - 150,00036
150,000 - 160,00029
160,000 - 170,00015
170,000 - 180,00021
180,000 - 190,00014
190,000 - 200,00015
200,000 - 210,0008
210,000 - 220,0007
220,000 - 230,0008
230,000 - 240,0006
240,000 - 250,00013
250,000 - 260,0001
260,000 - 270,0004
270,000 - 280,0003
280,000 - 290,0001
290,000 - 300,0002
300,000 - 310,0001
310,000 - 320,000 3
320,000 - 330,0001
330,000 - 340,0004
350,000 - 360,0002
360,000 - 370,0002
370,000 - 380,0004
380,000 - 390,0002
390,000 - 400,0001
400,000 - 410,0001
430,000 - 440,0001
440,000 - 450,0001
480,000 - 490,0001
510,000 - 520,0001
570,000 - 580,0002
580,000 - 590,0001
620,000 - 630,0001
640,000 - 650,0001
730,000 - 740,0001
860,000 - 870,0001
940,000 - 950,0001
1,340,000 - 1,350,0001
1,550,000 - 1,560,0001
TOTAL335
29 Australian fx rate as at 31 March 2025.
30 United States fx rate as at 31 March 2025.
DIRECTOR REMUNERATION
The People and Capability Committee is responsible for establishing and monitoring remuneration policies and guidelines for
directors which enable EROAD to attract, motivate and retain a high calibre of directors who will contribute to the successful
governance of EROAD and create value for shareholders.
When determining the fees for non-executive directors and Chairs of the Board and our committees, the Board considers the
need to maintain appropriately experienced and qualified directors, in line with fee levels for comparable listed companies in
New Zealand, Australia and United States. Independent external advice on director remuneration was obtained from PwC in
FY22. EROAD’s Director and Executive Remuneration Policy is available via EROAD’s investor website at https://eroadglobal.
com/investors/.
The directors who held office during FY25 are as follows:
Position Country of residence
Period position was
held during FY25
Susan Paterson
Independent Director
Chair
New ZealandFull year
David Green
Independent Director
New Zealand Full year
Barry Einsig
Independent DirectorUnited StatesFull year
Sara Gifford
Independent DirectorUnited StatesFull year
Cameron Kinloch
Independent Director
United States Full year
Selwyn Pellett
Non-Executive DirectorNew ZealandUntil 13 November 2024
John Scott
Independent DirectorNew ZealandFrom 1 March 2025
EROAD Remuneration Report 2025
PAGE 114 PAGE 115
In 2024 the director fee pool was increased to $900,000 in accordance with NZX Listing Rule 2.11.3. The Board approved this
modest increase to accommodate the higher number of directors compared to when the fee pool was approved in 2021. Under
the company Remuneration Policy, non-executive directors do not receive any performance-based remuneration, and no
retirement payments are made to directors or executive employees for their service.
Annual fees payable for FY25 to non-executive directors are as follows:
Country of residenceChairDirector
31
Finance, Risk and
Audit Committee
Chair
32
People and Culture
Committee Chair
33
Nominations
Committee Chair
34
Technology
Committee Chair
New Zealand ($NZD)150,00095,00015,000-
Australia ($AUD)95,000-
United States ($USD)96,00012,000-12,000
EROAD does not intend to increase the base fees for directors over the next year without shareholder approval.
Any unallocated capacity remaining in the annual director fee pool is reserved to provide flexibility for remunerating non-
executive directors who take on additional responsibilities throughout the year. This includes attending ad hoc Board
Committee meetings or performing extra services for EROAD in their capacity as directors. No such additional remuneration
was paid to directors in FY25.
31 EROAD’s Remuneration Policy allows for additional payments to be made to directors for specific projects they are involved in, including chairing committees.
32 EROAD does not pay committee members additional fees for their roles on such committees.
33 EROAD does not pay committee members additional fees for their roles on such committees.
34 No additional payment made to the Nominations Committee Chair or members.
Non-executive directors received the following directors’ fees from EROAD in the year ended 31 March 2025. All fees are in NZD
unless otherwise indicated:
Base fee
Fee for Finance,
Risk and Audit
Committee
Chair
Fee for People
and Culture
Committee Chair
Fee for
Nominations
Committee
Chair
Fee for
Technology
Committee
Chair
Total
remuneration
received
for FY25
Susan Paterson (Board
Chair)
$150,000----$150,000
David Green $95,000$15,000---$110,000
Barry EinsigUSD$96,000---USD$12,000USD$108,000
Selwyn Pellett
35
$59,082----$59,082
Sara GiffordUSD$96,000-USD$12,000--USD$108,000
Cameron KinlochUSD$96,000----USD$96,000
John Scott
36
$8,000---$8,000
Non-executive directors do not take a portion of their remuneration under a share plan. While ownership of EROAD shares by
directors is encouraged, it is not a requirement. Directors are encouraged to acquire shares on-market, and their ownership
interests are disclosed in the “Directors’ Shareholdings” section of this report.
Non-executive directors are entitled to reimbursement for reasonable costs directly associated with attending Board meetings.
Executive directors do not receive remuneration for their role as a director of EROAD. EROAD does not currently have any
executive directors.
No EROAD director or employee receives or retains any remuneration or other benefits in their capacity as a director of a
subsidiary.
35 Selwyn Pellet resigned from the Board on 13 November 2024.
36 John Scott was appointed to the Board on 1 March 2025.
EROAD Remuneration Report 2025
PAGE 116 PAGE 117
REGULATORY DISCLOSURES
PAGE 119
EROAD Annual Report 2025
PAGE 118
DIRECTORS
The persons who held office as directors of EROAD at any
time during the year ended 31 March 2025, are as follows:
DirectorStatus
Period position
was held
Susan Paterson
Non-Executive,
Independent Director
Full year
David Green
Non-Executive,
Independent Director
Full year
Barry Einsig
Non-Executive,
Independent Director
Full year
Sara Gifford
Non-Executive,
Independent Director
Full year
Cameron
Kinloch
Non-Executive,
Independent Director
Full year
Selwyn PellettNon-Executive Director
Until 13 November
2024
John Scott
Non-Executive,
Independent Director
From 1 March 2025.
SUBSIDIARY COMPANY DIRECTORS
The persons who held office as directors of subsidiary
companies at any time during the year ended 31 March 2025
are as follows:
EROAD Financial
Services Limited
Ksenija Chobanovich
EROAD Australia Pty
Limited
Konrad Stempniak, Ksenija Chobanovich
EROAD IncKsenija Chobanovich
EROAD LTI Trustee
Limited
Ksenija Chobanovich
Coretex LimitedKonrad Stempniak, Ksenija Chobanovich
Coretex NZ LimitedKonrad Stempniak, Ksenija Chobanovich
Coretex Australia
Pty Ltd
Konrad Stempniak, Ksenija Chobanovich
Coretex USA IncKsenija Chobanovich
Imarda Pty LimitedKonrad Stempniak, Ksenija Chobanovich
International
Telematics Holdings
Limited
Konrad Stempniak, Ksenija Chobanovich
EROAD Philippines
Inc
Ksenija Chobanovich, Jeremy Wilton
INTERESTS REGISTER
In accordance with section 140(2) of the Companies Act,
the directors named below have made a general disclosure
of interest by a general notice disclosed to the Board and
entered in the Company’s interests register
35
. General notices
given by directors which remain current as at 31 March 2025
are as follows:
Susan Paterson
DirectorEnergy Education Trust Nominees Limited
Director and
Shareholder
Les Mills Holdings Limited
DirectorLodestone Energy
DirectorReserve Bank of New Zealand
Director (Chair) Steel & Tube Holdings Limited
Director (Chair)
and Shareholder
Theta Systems Limited
Ceased DirectorArvida Group Limited
Ceased DirectorEvolution Healthcare
David Green
Director and
Shareholder
Abner & Hobson Limited
Director (Chair)BT Funds Management (NZ) Limited
Director and
Shareholder
Casa Verde Investments Limited
Director (Chair)MyFarm UF1 GP Limited
Director and member
of the Board Risk
and Compliance
Committee and Chair
of the Board Audit
Committee
Westpac New Zealand Limited
Barry Einsig
Founder, Director
and Shareholder
Barry C. Einsig Advisory Services LLC
Sara Gifford
Co-Founder, Director
and Shareholder
ActiVote Inc
DirectorSpiro Technologies, Inc.
Cameron Kinloch
Director and
Shareholder
Copper Cow Coffee
CFO Weights and Biases, Inc
John Scott
DirectorAofrio Limited
DirectorAsbuilt Holdings Limited
Director (Chair )Digital Matter Pty Ltd
Director (Chair)Vessev Limited
PAGE 121
EROAD Annual Report 2025
SHARE DEALINGS BY DIRECTORS
In accordance with Section 148(2) of the Companies Act, the
Board has received disclosures from the directors named
below of acquisitions or dispositions of relevant interests in
the Company between 1 April 2024 and 31 March 2025, and
details of those dealings were entered in the Company’s
interests register. The particulars of such disclosures are:
Selwyn Pellett
1. Disposed of 2,000,000 ordinary shares at $1.05 per share
on 27/02/2025.
John Scott
2. Acquired 50,000 ordinary shares at $0.97 per share on
31/03/2025.
Use of Company Information
There were no notices from directors of the Company
requesting to use Company information received in their
capacity as directors that would not otherwise have been
available to them.
DIRECTORS’ AND OFFICERS’ INSURANCE
AND INDEMNITY
EROAD has arranged policies of directors’ and officers’
liability insurance, as provided for under the Company’s
constitution. Along with a Deed of Indemnity entered into
with all directors, this ensures that directors generally will
not incur monetary loss as a result of actions undertaken
in their capacity as directors. However, certain actions are
specifically excluded, such as the incurring of penalties and
fines imposed for breaches of the law.
DIRECTORS RELEVANT INTERESTS
The following directors held relevant interests in the following
ordinary shares in the Company as at 31 March 2025:
NameOrdinary shares
Susan Paterson 1 67, 4 57
David Green170,000
Barry Einsig73,091
Selwyn Pellett1,679,597*
Sara Gifford3 57,1 4 2
Cameron Kinloch-
John Scott55,000
* Includes shares held by Selwyn Pellett and Tracey Herman as trustees of the
Selwyn Pellett Family Trust (of which Selwyn Pellett is a beneficiary) and
Shares held via Sharesies Nominee Limited as custodian.
PAGE 120
ANNUAL SHAREHOLDERS’ MEETING
EROAD’s 2025 annual shareholders’ meeting will be held on Friday 27 June 2025 at 1:00pm NZT at Eden Park,
World Cup Lounge, 42 Reimers Ave, Kingsland, Auckland 1024, New Zealand and virtually via audio visual link.
SHAREHOLDER INFORMATION
Holding Range Number of holders%
Number of
ordinary shares
%
1 to 9991,11233431,0620.23
1,000 to 4,9991,193352,740,9401.46
5,000 to 9,999366112,504,6381.34
10,000 to 49,9995501611,478,5726.12
50,000 to 99,9998325,695,0833.04
100,000 and over1093164,560,33787.81
Total3,413100187,410,632100
The details set out above were as at 31 March 2025. The Company only has one class of shares on issue, ordinary shares, and
these shares are quoted on the NZX and ASX Main Boards.
SUBSTANTIAL PRODUCT HOLDERS
According to notices given under the FMC Act, the substantial product holders in ordinary shares (being the only class of
quoted voting products) of the Company and their relevant interests according to the substantial product holder noticed
filed as at 31 March 2025, were as follows:
Substantial product holder Date of last SPH Notice
Number
of shares
% of shares on issue at
31 March 2025
UBS Group AG and its related bodies corporate19/03/20259,743,1285.20%
Ellerston Capital Limited 20/12/20249,399,8485.02%
Regal Funds Management Pt Ltd07/10/202414,984,2888.006%
National Nominees Ltd AEF Australian Ethical Investment Limited 16/10/202426,135,35013.96%
Steven Newman and NMC Trustees Limited 18/01/202412,140,9526.48%
National Nominees Ltd ACF Australian Ethical Investment 05/10/202312,657,6676.86%
Brillian APAC Pty Ltd10/07/202321,198,46111.38%
The total number of ordinary shares (being the only class of quoted voting products) on issue in the Company as at
31 March 2025 was 187,410,632.
SHAREHOLDER INFORMATION
PAGE 123
EROAD Annual Report 2025
PRINCIPAL SHAREHOLDERS
The names and holdings of the 20 largest registered
shareholders in the Company as at 31 March 2025 were:
Holder NameShares%
HSBC Custody Nominees (Australia) Limited2 7, 37 0 , 4 4 214.60
Brillian APAC Pty Ltd21,318,41511.38
HSBC Nominees (New Zealand) Limited – NZCSD19,249,44010.27
NMC Trustees Limited 11,973,0246.39
Accident Compensation Corporation – NZCSD8,857,8524.73
BNP Paribas Nominees (NZ) Limited – NZCSD7,740,7874.13
Anthony Henry Kandziora 7,712,0004.12
JP Morgan Nominees Australia Limited 7,051,7553.76
Citibank Nominees (New Zealand) Limited – NZCSD5,145,6892.75
Bond Steet Custodians Limited 4,063,0252.17
HSBC Nominees (New Zealand) Limited – NZCSD3,783,0862.02
New Zealand Depository Nominee Limited 3,778,9552.02
FNZ Custodians Limited 3,389,7531.81
Citicorp Nominees Pty Limited2,779,2761.48
J E & A L Marris Trustees Limited2,368,5361.26
JBWERE (NZ) Nominees Limited 1,446,7240.77
Selwyn Pellett & Tracey Herman1,442,8770.77
John Grant Sinclair 1,412,8610.75
Custodial Services Limited1,067,3850.57
BNP Paribas Noms Pty Ltd1,025,9760.55
NZX WAIVERS
No waivers were granted during FY25.
DISCIPLINARY ACTION TAKEN BY THE NZX
The NZX has not taken any disciplinary action against the
Company during the year ended 31 March 2025.
AUDITOR’S FEES
KPMG has continued to act as auditor of EROAD and
our subsidiaries. The amount paid by EROAD and our
subsidiaries to KPMG as audit fees and other assurance
fees during the year ended 31 March 2025 was $711,282.
The amount of fees expensed to KPMG for non-audit and
assurance work during the year ended 31 March 2025 was
$162,990. Note 5 in the Financial Statements section of this
Annual Report includes a detailed breakdown of auditor’s
fees for audit and non-audit work recognised in the financial
statements.
DONATIONS
EROAD does not make any political donations. We made
donations to Starship Hospital, Special Olympics Waitakere
and other charitable organisations totalling $2,500 during
the year ended 31 March 2025.
CREDIT RATING
EROAD does not currently have a credit rating.
OTHER INFORMATION
GLOSSARY
ANNUAL RECURRING REVENUE (ARR)
A non-GAAP measure representing monthly subscription
revenue including bundled rental hardware, measured
each month by taking subscription revenue for that month
and multiplying by 12 to annualise . This measure has been
restated to remove amortised revenue which is not recurring
by nature.
AVERAGE REVENUE PER UNIT (ARPU)
A non-GAAP measure that is calculated by dividing the total
subscription revenue for the year reported in Note 2 of the
FY25 Financial Statements, by the TCU balance at the end of
each month during the year.
CALENDAR YEAR (CY)
12 months ended 31 December.
EBIT
A non-GAAP measure representing Earnings before Interest
and Taxation (EBIT). Refer to Consolidated Statement of
Comprehensive Income in Financial Statements.
EBITDA
A non-GAAP measure representing Earnings before Interest,
Taxation, Depreciation and Amortisation (EBITDA). Refer
Consolidated Statement of Comprehensive Income in
Financial Statements.
EBITDA MARGIN
A non-GAAP measure representing EBITDA divided by
Revenue.
EHUBO, EHUBO2 and EHUBO2.2
EROAD’s first and second generation electronic distance
recorder which replaces mechanical hubo-dometers. Ehubo
is a trade mark registered in New Zealand, Australia and the
United States.
ELECTRONIC LOGGING DEVICE (ELD)
An electronic solution that synchronises with a vehicle engine
to automatically record driving time and hours of service
records.
ENTERPRISE CUSTOMERS
A customer where the $ARR is more than $100k in local
currency for the Financial year reported.
FREE CASH FLOW (FCF)
A non-GAAP measure representing operating cash flow and
investing cash flow reported in the Statement of
Cash Flows.
FREE CASH FLOW TO THE FIRM
A non-GAAP measure representing operating cash flow and
investing cash flow net of interest paid and received.
FUTURE CONTRACTED INCOME (FCI)
A non-GAAP measure which represents contracted Software
as a Service (SaaS) income to be recognised as revenue in
future periods. Refer Revenue Note 2 of the FY25 Financial
Statements.
PAGE 124 PAGE 124
EROAD Annual Report 2025
FINANCIAL YEAR (FY)
Financial year ended 31 March.
HALF ONE (H1)
For the six months ended 30 September.
HALF TWO (H2)
For the six months ended 31 March.
NORMALISED EBIT
Excludes one-off items relating to the 4G hardware upgrade
program $4.0m (FY24 $3.6m).
NORMALISED EBIT MARGIN
Excludes one-off items, consistent with the definition
provided for Normalised EBIT.
ROAD USER CHARGES (RUC)
In New Zealand, RUC is applicable to Heavy Vehicles and all
vehicles powered by a fuel not taxed at source. The charges
are paid into a fund called the National Land Transport Fund,
which is controlled by NZTA, and go towards the cost of
repairing the roads.
SAAS
Software as a Service (SaaS), a method of software delivery
in which software is accessed online via a subscription rather
than bought and installed on individual computers.
TOTAL CONTRACTED UNITS (TCU)
Represents EROAD and Coretex branded units subject to a
customer contract both on Depot and pending instalment
and Coretex branded units currently billed.
UNIT
A communication device fitted in-cab or on a trailer. Where
there is more than one unit fitted in-cab or on a trailer,
it is counted as one unit (excluding Philips Connect).
360
A web-based platform that allows customers to access data
collected by CoreHub and the associated reports.
PAGE 125
PAGE 127
EROAD Annual Report 2025
DIRECTORY
PAGE 126
EROAD Annual Report 2025
Registered Office
in New Zealand
Registered Office
in North America
Registered Office
in Australia
Investor Relations and
Sustainability Enquiries
Level 3, 260 Oteha Valley Road,
Albany, Auckland, New Zealand
15110 Avenue of Science,
Suite 100, San Diego,
United States of America 92128
1 Link Road, Zetland,
New South Wales 2017, Australia
EROAD Limited,
PO Box 305 394 Triton Plaza,
North Shore, Auckland
Email: investors@eroad.com
Telephone: 0800 437 623
Managing your
Shareholding Online
Share Register - New Zealand Legal Advisors Bankers
Changes in address and investment
portfolios can be viewed and updated
online:
www.computershare.co.nz/investorcentre.
You will need your CSN and FIN numbers to
access this service.
Computershare Investments Services
Limited
Private Bag 92119, Victoria Street West
Auckland, 1142
New Zealand
Email: enquiry@computershare.co.nz
Telephone: +64 9 488 8777
Website: www.computershare.co.nz/
investorcentre
Chapman Tripp,
Level 34, PwC Tower, 15 Customs Street
West, Auckland 1010
PO Box 2206, Auckland 1140
Bank of New Zealand
ANZ Bank New Zealand Ltd
Kiwibank Limited
National Australian Bank
Wells Fargo
HSBC
PAGE 128
Back cover to come
eroadglobal.com/investors
---
TEL +64 9 927 4700 PO Box 305 394
FAX +64 9 927 4701 Triton Plaza, North Shore 0757 Page 1
FREE 0800 4 EROAD Auckland, New Zealand eroad.co.nz
Results for announcement to the market
Name of issuer EROAD Limited
Reporting Period 12 months to 31 March 2025
Previous Reporting Period 12 months to 31 March 2024
Currency New Zealand Dollars
Amount (000s) Percentage change
Revenue from continuing
operations
194,442 7%
Total Revenue 194,442 7%
Net profit/(loss) from
continuing operations
5,408 97%
Total net profit/(loss) 1,383 266%
Interim/Final Dividend
Amount per Quoted Equity
Security
No dividend declared
Imputed amount per Quoted
Equity Security
Not applicable
Record Date Not applicable
Dividend Payment Date Not applicable
Current period Prior comparable period
Net tangible assets per
Quoted Equity Security
0.31 0.28
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
For commentary on the result, please refer to the investor
presentation and annual report for the year ended 31 March
2025. Please note the net tangible asset calculation excludes
intangibles and deferred tax.
Authority for this announcement
Name of person authorised
to make this announcement
Rebecca Lineham
Contact person for this
announcement
Rebecca Lineham
Contact phone number +6427 368 6101
Contact email address rebecca.lineham@eroad.com
Date of release through MAP 26 May 2025
Audited financial statements for the year ended 31 March 2025 accompany this announcement.
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