Rakon 2025 Annual Report
Rakon Limited
T +64 9 573 5554
8 Sylvia Park Road, Mt Wellington, Auckland 1060, New Zealand
Private Bag 99943, Newmarket, Auckland 1149, New Zealand
30 June 2025
Rakon 2025 Annual Report
30 June 2025 – Rakon Limited (NZX:RAK), a world-leading manufacturer of frequency control and
timing solutions, has released its Annual Report for the twelve months ended 31 March 2025 (FY25).
The report is available to view or download on the Rakon website. You can also view or download
previous Annual Reports, Interim Reports and announcements on the Rakon website.
ENDS
Investor and media contact
Nick Laurent
investors@rakon.com
+64 21 240 7541
About Rakon
Rakon’s products help people to connect, explore and innovate. They are the ‘heartbeat’ for
electronic systems, delivering fast, precise and stable timing in everything from mobile networks and
autonomous vehicles to satellite constellations and AI data centres. Whether connecting to a 5G
tower or to a rover exploring Mars, our technology is relied on to deliver the highest performance in
even the most extreme conditions. Thanks to our constant drive to innovate, we continue to
empower our customers to create the next-generation of life-transforming technologies.
For more information, visit rakon.com.
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RAKON / ANNUAL REPORT / 2025
Image generated with AI
Global leader in
Space connectivity
Rakon has been a leading supplier to the Space industry for over four decades.
We’re using that unrivaled expertise to capture new opportunities in the
high-growth commercial Space sector through cutting-edge solutions to enable
the next generation of Space infrastructure, vehicles and satellite constellations.
Built for Space
Rakon subsystems and components are designed to perform in the harsh,
high-radiation environment of Space, delivering precision timing, connectivity
and synchronisation with exceptional stability and reliability
Image: ESA (acknowledgement ATG Medialab)
Products not shown to scale
Master Reference
Oscillators (MRO)
SubsystemsComponents
Ultra Stable
Oscillators
GNSS
(Global Navigation
Satellite System)
Receivers
Low Power and
Low Noise
Oscillators
Clock
Drivers
PPS Disciplined
Oscillators
02
RAKON / ANNUAL REPORT / 2025
Enabling next-gen Space applications
Rakon’s leading timing and frequency control products
play a critical role within the Space industry
Launch and
exploration vehicles
Rakon’s oscillators and subsystems are
critical for navigation, communication and
telemetry systems, ensuring precise tracking
and synchronisation of each journey stage
Satellites
Our products play a key role in satellite
navigation, orbit determination, synchronisation,
and communication with ground stations and
other satellites
Ground stations and
other Space infrastructure
The leading performance, precision and
stability of Rakon’s products enables reliable
communications over vast distances and
harsh conditions
03
RAKON / ANNUAL REPORT / 2025
Rakon: the digital pulse
that powers progress
Rakon’s products help people to connect, explore and
innovate. They are the ‘heartbeat’ for electronic systems,
delivering fast, precise and stable timing in everything from
mobile networks and autonomous vehicles to satellite
constellations and AI data centres.
Across our core and emerging markets of Aerospace
& Defence, Telecommunications, Positioning and AI & Cloud
Computing Infrastructure, our technology is relied on to
deliver the highest performance in even the most extreme
conditions. Thanks to our constant drive to innovate, we
continue to empower our customers to create the next-
generation of life-transforming technologies. For more
information, visit rakon.com.
04
RAKON / ANNUAL REPORT / 2025
The Rakon advantage
Rakon’s approach is unique in the precision timing and
frequency control industry. We combine our proprietary
XMEMS
®
quartz resonator fabrication process with advanced
in-house semiconductor technology – to deliver cutting edge
performance that sets us apart from our competitors.
This leading innovation is backed up by over 50 years of
deep application expertise in the aerospace, defence,
telecommunications and positioning markets. Expertise that we
have successfully leveraged to expand into AI infrastructure and
new commercial Space applications.
Vertically integrated capabilities and a truly global
manufacturing footprint, including facilities in France, India
and New Zealand, enables industry-leading production agility
and quality that is unmatched by other crystal-based vendors
and newer MEMS-based entrants.
Our drive to innovate has produced a decades-long competitive
advantage, built on patented technology, high-reliability
pedigree, and close customer partnerships – that continually
position Rakon to win in our chosen markets.
Ultra Stable TCXO on Niku™ semiconductor platform; not shown to scale
05
RAKON / ANNUAL REPORT / 2025
This document reports on Rakon’s
operational and financial performance for
the year to 31 March 2025 (FY25). We
have focused on what we believe matters
most to our stakeholders and business.
This report provides a clear look at our company and shows
how we are delivering against our strategic priorities.
Our commitment to sustainability is demonstrated through
our Environmental, Social and Governance (ESG) actions and
this report includes an update on our progress across a number
of material ESG related topics. Please note, we release our
climate reporting as a standalone online document, to be
published on or before 31 July 2025, that will be available on
our website: rakon.com/investors/reports-presentations-events.
We have endeavoured to ensure all information is
accurate, including performing internal verification.
The information provided in this report has been compiled
in line with NZX Listing Rules and recommendations for
investor reporting.
The financial statements on pages 61-109 have been
prepared in accordance with appropriate accounting
standards and have been independently audited by
PricewaterhouseCoopers.
We know many investors prefer to view this report
online. Our company review and financial documents
are included in this report, in an easy-to-read format.
We welcome your feedback on this report. Please email
your feedback to: investors@rakon.com.
Welcome to our 2025 Annual Report
06
RAKON / ANNUAL REPORT / 2025
STRATEGIC
GROWTH PLAN
CORE MARKET
OVERVIEW
SUSTAINABILITY
AND ESG
FINANCIAL STATEMENTS
AND OTHER DISCLOSURES
Contents
Our global operations 08
Performance snapshot 09
Highlights 09
Chair & CEO report 10
Updated strategy to
build long-term value 15
How we create
long-term value 16
Three year growth
strategy delivered 17
Rakon’s aspirational
growth trajectory through FY29 18
FY25 core market
performance at a glance 20
Aerospace and Defence 22
Telecommunications 24
Positioning 26
Powering precision in AI:
a new era for Rakon 28
Our People 30
Board and
Management profiles 33
Driving sustainability
through our business 38
Our ESG framework 40
Improving our
environmental impact 42
Our supply chain,
people and practices 45
Contributing in our communities 46
Corporate Governance 47
Glossary 59
Consolidated
financial statements 61
Notes to the consolidated
financial statements 67
Independent
Auditor’s Report 106
Remuneration Report 110
Shareholder
Information 2025 115
Indexing 118
Directory 120
07
RAKON / ANNUAL REPORT / 2025
••
Manufacturing sites
••
R&D centres
••
Customer support locations
••
Quality assurance
••
Key manufacturing partners
Our global operations
~
70
countries with
Rakon customers
7
company and partner
manufacturing sites
6
R&D centres
of excellence
16
customer support
locations
~
750
employees worldwide
40+
nationalities in the
Rakon global team
08
RAKON / ANNUAL REPORT / 2025
REVENUE
$104m
▼ 19% YOY
NET LOSS AFTER TAX
$(5.8)m
▼ $10.3M YOY [FY24: NET PROFIT $4.3M]
OPEX3
$51.4m
▼ 10%
4
YOY
DEBT2
$12.4m
▲ $5.8M YOY
INVENTORY
$46.4m
▼ 15% YOY
Performance snapshotHighlights
All figures are presented in New Zealand dollars unless otherwise indicated.
All comparisons are to the prior corresponding period (i.e. 12 months to 31 March 2024) unless otherwise stated.
1 Non-GAAP disclosures: Refer to note 4 of the FY2025 consolidated financial statements for an explanation of
how ‘Non-GAAP Financial Information’ is used, including a definition of Underlying EBITDA’ and reconciliation to
net profit after tax (NPAT).
2 Excluding NZ IFRS 16.
3 Excludes one-off acquisition proposal costs and redundancy costs.
4 Reflects steady year-to-year opex levels and high volume of new product capitalisation resulting in a drop in FY25
R&D opex.
UNDERLYING EBITDA1
$9.5m
▼ 29% YOY
Underlying EBITDA
1
$9.5m near
guidance mid-point
EARNINGS PRESERVED DESPITE ONE OF THE MOST DEMANDING
YEARS ON RECORD
Record Aerospace and Defence revenue
STRONG +15% YOY GROWTH; POSITIVE TREND FOR THIRD
CONSECUTIVE YEAR
2H25 revenue surge creates positive
momentum
60% OF FY25 GROUP REVENUE DELIVERED IN 2H25
Telecommunications revenue rebound
IMPROVED ORDERS IN 4Q25 AND POSITIVE TREND INTO FY26
AI and Cloud Computing Infrastructure
product orders secured
ON TRACK TO DELIVER SIGNIFICANT REVENUE IN FY26
Three next-generation semiconductor
chips released
INCLUDES VULCAN™ CHIP FOR RAKON’S AI HARDWARE AND
TELECOMMUNICATIONS PRODUCTS
09
RAKON / ANNUAL REPORT / 2025
Chair & CEO report
Resilience in
Adversity, Positive
Growth Momentum
FY25 was one of the most demanding
years in Rakon’s history, marked by
sharp geopolitical shifts and commercial
headwinds. Despite these challenges,
we achieved a significant second-half
turnaround and made solid progress on
our long-term growth strategy.
Our FY25 results should be read through the lens of our
three-year strategy (page 17). We made great strides in
pushing into new sub-segments and, at the same time, we
doubled down on our core growth markets. The payoff is
evident: we saw record revenue in Aerospace and Defence,
validating our investment in this segment, and encouraging
early demand in AI and Cloud Computing Infrastructure,
confirming that our strategic priorities are on target.
We also made tough but deliberate choices, such as the
discontinuation of commercial relationships with a Chinese
telecommunications-infrastructure customer. This strategic
decision strengthens our compliance profile and reduces our
risk exposure in shifting regulatory environments. It also
allows us to better align our business resources with markets
that offer more sustainable long-term growth opportunities
aligned with our corporate objectives.
FY25 was also a year of operational milestones. We
completed the transfer of selected product lines to our India
manufacturing centre of excellence, unlocking cost and scale
advantages. In parallel, we reorganised business units and
realigned our leadership team, sharpening execution and
customer focus.
We continued to invest in strategic R&D and, reinforcing
our technology leadership, we delivered a record three
next-generation semiconductor chips in a single year,
including “Vulcan™,” our next-gen OCXO platform for
Telecommunications and AI hardware customers.
These cut-through innovations ensure we stay ahead
of performance demands – including for AI data centres,
5G networks, and Aerospace.
Together, these milestones give us the operating leverage
and innovation pipeline to fuel sustainable growth and
long-term value.
LORRAINE WITTEN / CHAIR
DR. SINAN ALTUG / CEO
10
RAKON / ANNUAL REPORT / 2025
CHAIR & CEO REPORT / CONTINUED
In short, FY25 was a year of strategic execution – we
deliberately repositioned for quality of earnings and long-term
growth, invested in our India manufacturing scale-up,
continued to deliver wins in Aerospace and Defence, and
positioned Rakon for a stronger, more profitable FY26 and
beyond.
OUR MARKETS
Aerospace and Defence
Our Aerospace and Defence core market once again delivered
record revenue with double-digit year-on-year growth,
continuing a positive trend for the last three years. We secured
new contracts and have a strong order book for FY26.
We continue to build on Rakon’s top-supplier status for our
Space subsystem products.
We released the latest versions of our GNSS Receiver and
Master Reference Oscillator subsystems, delivering the
highest performance with unparalleled reliability.
Alongside our ultra-stable oscillators, these new subsystems
were key drivers of the record FY25 revenue and strong
forward orders in our Aerospace and Defence segment.
In particular, we now have multiple multi-million dollar
contracts with MDA Space, which supports a programme
to add next-generation satellites to the existing Globalstar
Low-Earth orbit (LEO) constellation. Globalstar provides the
satellite backbone for Apple’s satellite service, and Apple has
now committed up to US $1.7 billion investment and an
equity stake in this company, to expand that constellation and
related ground infrastructure.
These wins position us strongly for similar large-scale LEO
opportunities now in negotiation. We expect to secure similar
opportunities on the back of this success.
Telecommunications
This remains Rakon’s largest segment, generating around
44% of our revenue.
The ongoing weak market cycle, particularly in the first half,
was one of the key drivers of this year’s result, with revenue
down 33% year on year. The decrease in volumes also
impacted economies of scale, operating leverage and
gross margin.
Encouragingly, orders began to stabilise in the second half
as selective global 5G investments resumed.
Rakon has retained market share and has a high design
win rate, positioning us well for the next wave of the 5G
rollout cycle.
AI and Cloud Computing Infrastructure
This is emerging as an exciting growth opportunity for
Rakon and we are strongly positioned to capitalise as the
market scales.
Our AI computing hardware portfolio, particularly the new
oscillators based on our Vulcan™ semiconductor platform and
other next-gen chips, have received a phenomenal response
from leading industry players. We are now designed-in to
nearly every leading AI data centre architecture, and we’re
expanding production capacity ahead of that demand.
This segment is on track to start delivering significant
revenue from FY26, with manufacturing infrastructure in
place and latest products, incorporating Rakon’s next-
generation semiconductor chips, driving rising demand from
Tier-1 players.
Positioning
Continued market weakness in Positioning was responsible
for lower order volumes, a 21% decline in revenue, and
inefficiencies in cost allocation from manufacturing operations.
We continue to be a strong player in the high-end specialised
Precise Positioning part of this market, which includes
emergency beacons.
Overall, however, this segment remains flat, with increased
competition driving down price although this is particularly
in the commodity end which Rakon does not target.
11
RAKON / ANNUAL REPORT / 2025
CHAIR & CEO REPORT / CONTINUED
FINANCIAL PERFORMANCE
Second-half surge sets FY26 on a growth track
Revenue was $103.7m (FY24: $128.0m), with more than
60% of this delivered in 2H25, driven by strong revenue
growth in Aerospace and Defence and stabilisation in
Telecommunications.
Aerospace and Defence delivered its highest ever revenue
result, up 15% to $42m, and continues to validate Rakon’s
strategy to invest in new high-growth market opportunities.
Telecommunications revenue was down 33% to $45m, and
Positioning was down 21% to $11m, due to macroeconomic
conditions leading to slowed investment in 5G mobile
networks globally. Pleasingly, selective global 5G investment
was seen in the 2H25, signalling demand recovery.
AI and Cloud Computing Infrastructure revenue is currently
milestone-focused, with revenue expected to grow
significantly from FY26.
Lower gross profit of $45m (FY24: $57.9m) and margin
percentage of 43.1% (FY24: 45.2%) were primarily driven by
lower order volumes in Telecommunications and Positioning
and the impact on economies of scale.
Underlying EBITDA was $9.5m (FY24: $13.4m), in line with
our guidance mid-point. Including one-off restructure and
transaction-related costs of $3.6m, Rakon reported a net loss
after tax of $(5.8)m (FY24 profit: $4.3m).
Capital allocation and discipline
Throughout FY25 we exercised strict financial discipline. We
held operating expenses flat and achieved a sustainable cost
reduction, even as we maintained R&D investment at
prior-year levels to continue developing critical technologies.
Expenses excluding significant one-off items were down 10%
to $51m, reflecting steady year-to-year opex levels and a high
volume of new product capitalisation. We made significant
progress in managing discretionary expenditure and improving
operational efficiency. Sustainable savings being made will
support an increase in operating leverage over the long term.
Total R&D investment was $22m, and remained steady year
on year as we retain the necessary resources and capabilities
to protect Rakon’s growth pathway and extend our
technology leadership. R&D opex reduced year on year, with
$9.8m capitalised during the year; these are successful new
product investments which have now been included as an
asset on Rakon’s balance sheet.
We also optimised working capital – notably, inventory was
carefully managed down by $8.5m to $46.4m (FY24: $54.9m)
– which improved cash flow. These measures strengthened
our balance sheet; we ended FY25 with $15.3m net cash and
ample debt facility headroom to fund growth.
Given the attractive investment opportunities ahead, the
Board determined that conserving cash was in shareholders’
best interests and therefore no dividend was declared for
FY25. This reflects our commitment to allocate capital
prudently – we will fund high-return growth initiatives and
ensure liquidity, while avoiding any dilution or debt stress,
before resuming capital returns to shareholders in the future.
OUR PEOPLE
We would like to express our gratitude to the entire Rakon
team for their commitment and resilience throughout FY25.
Amidst a year marked by significant challenges, including
global market volatility, restructuring, and strategic shifts,
our people remained focused and dedicated.
Their efforts were instrumental in achieving a strong
second-half turnaround, securing new contracts in Aerospace
and Defence, and laying the groundwork for growth in AI and
Cloud Computing Infrastructure.
The successful launch of our next-generation semiconductor
chip product platforms stands as a testament to their
ingenuity and perseverance.
We are immensely proud of our employees’ contributions and
remain committed to supporting them as we advance towards
a promising FY26.
REFRESHED BOARD
The Board refresh progressed well during the year with three
new independent Directors welcomed to the Board in FY25.
Jon Raby, Lisbeth Jacobs and Mark Bregman bring fresh
technology, financial and global-market expertise to the Board.
12
RAKON / ANNUAL REPORT / 2025
CHAIR & CEO REPORT / CONTINUED
Chair Lorraine Witten has advised that she will retire at
the 2025 Annual Shareholders’ Meeting. Lorraine has
served on the Board since 2017. Under her leadership,
Rakon implemented a change in strategy leading to
investment in Aerospace and AI hardware growth markets,
opened a new manufacturing facility in India and navigated
shifting market dynamics with strength and composure. We
thank Lorraine for her exceptional contribution and
commitment to Rakon’s success.
The refreshed Board, together with an energised executive
team, provide robust oversight of FY26 delivery and value
creation.
STRATEGIC TAKEOVER INTEREST
Over the past 18 months, Rakon received confidential and
non-binding interest relating to a potential takeover of the
company from a number of credible international industry
players. The first indication of interest (announced 11
December 2023) was publicly disclosed by Rakon after the
company became aware of a potential leak of the confidential
information; it valued Rakon at NZ$1.70 per share – about
174 per cent above the pre-announcement price – equating
to an aggregate equity value of NZ$391 million. The other
indications of interest received by Rakon remain confidential
but were for substantial premium multiples to the prevailing
share price. All takeover interest received by Rakon was
carefully evaluated by an independent committee of Directors,
with assistance from specialist external advisers.
Despite extensive work by Rakon to determine whether the
takeover interests could be developed into a proposal that
was in the interests of all shareholders, none progressed to
a binding transaction. As disclosed on 19 June 2024,
negotiations ended with the first potential bidder when the
parties could not resolve complexities identified in due
diligence – principally regulatory and geopolitical factors
which are a particular focus of all prospective US acquirers.
Although the engagement with potential bidders did not
result in a transaction, the Board considers that the credibility
of these parties and their interest in the company at
substantial premiums as an endorsement of Rakon’s
world-leading technology, global market position and value.
OUTLOOK
Rakon enters FY26 with renewed momentum, a leaner
structure and a growth trajectory underpinned by positive
sector trends across Aerospace and Defence, AI and Cloud
Computing Infrastructure, and Telecommunications.
We have a strong order book targeting year-on-year growth
in Aerospace and Defence, the first meaningful revenue from
AI and Cloud Computing Infrastructure expected in 1H26,
and stabilising and improving Telecommunications orders.
Organisational changes and the accelerated next phase of
manufacturing transfers are expected to lift gross margin
and optimise global overheads, supporting profitability as
volumes grow.
Our focus on sustainable cost reduction continues – yet we’re
still investing in R&D to extend our technology lead. That
balance safeguards our growth trajectory. We are continuing
to focus on and invest in identified growth opportunities that
we believe offer real value for our shareholders.
As previously advised, current US tariffs are not expected
to have a material impact on Rakon, with the potential cost
estimated at 2% or less of revenue.
We have a realigned, experienced global leadership team and
a refreshed Board with deep international and tech expertise,
ready to turn today’s momentum into FY26 value creation.
Your Board and Management remain committed to delivering
value to our shareholders.
We extend our gratitude to our employees, customers, and
shareholders for their continued support. We look forward to
meeting with shareholders and sharing our updated three-year
plan and FY 2026 guidance at our Annual Meeting in August.
LORRAINE WITTEN / CHAIR
SINAN ALTUG / CHIEF EXECUTIVE OFFICER
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RAKON / ANNUAL REPORT / 2025
STRATEGIC
GROWTH PLAN
RAKON / ANNUAL REPORT / 2025
14
STRATEGIC GROWTH PLAN
Updated strategy to build long-term value
We’ve identified five key pathways that enable Rakon to drive growth, scale effectively and capture the opportunities in front of us.
GROW
OUR CORE
BUSINESS
MAINTAIN PRODUCT
AND TECHNOLOGY
LEADERSHIP
EXPAND INTO
NEW MARKETS
DELIVER
WORLD CLASS
MANUFACTURING
ORGANISATIONAL
TRANSFORMATION
STRATEGIC ACQUISITIONS SUPPORTING GROWTH STRATEGY
Telco market leadership –
products using proprietary
technologies
Aerospace and Defence –
market access in North America
Precise Positioning
sub-segment applications
New technology design-in
wins in all core markets
Rakon semiconductor chips –
accelerate time-to-market
XMEMS
®
– deliver next
generation products and
performance
Aerospace – diversified product
range including higher value
chain equipment and
subsystems
Commercial Space – including
LEO satellite constellations
AI computing hardware /
AI Factories and advanced
data centres
Autonomous vehicles
Targeting key customer
partnerships in new and
emerging markets
Accelerated plan for enabling
global capability and volume
manufacturing of key products
Advanced supply chain
management
XMEMS
®
nanotechnology
volume manufacturing
Reconfigure global operations
to align with strategic growth
priorities
Optimise organisational
capabilities and capacity to
scale for growth
Drive efficiency initiatives across
global organisational
structure and processes
15
RAKON / ANNUAL REPORT / 2025STRATEGIC GROWTH PLAN
How we create long-term value
Growth of
our people
Advancement
of technology
Life-changing
applications and
scientific discovery
Increased
shareholder value
Improved
delivery
OUR OUTPUTS
Our global team
Global manufacturing
platform and supply
Intellectual capital,
R&D investment and
trusted brand
Financial resources
and capability
Partnerships and
relationships
OUR INPUTS
Our strategic pillars:
customer partnerships;
technology innovation;
core markets; flexible,
scalable operations; and
organisational
transformation – are our
key drivers of value that
underpin our planning,
activities and how we
measure performance.
They are critical to the
creation of long-term
value, while providing the
flexibility to explore
emerging opportunities
and deliver sustainable
growth.
Enduring
relationships
and
development
of market
opportunities
Aligning
global
operations
with markets,
strategy and
growth
priorities
Creating
first-mover
advantage and
next-generation
solutions
Enabling
efficient
delivery and
supporting
long product
life cycles
Building
leadership in
high growth,
high tech
markets
C
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A VALUES-DRIVEN CULTURE
Our values-driven, innovation-focused culture provides the foundation – shaping how we capture opportunities,
manage risk, look after each other, and deliver on our ESG objectives and sustainability goals.
16
RAKON / ANNUAL REPORT / 2025STRATEGIC GROWTH PLAN
Three year growth strategy delivered
As we conclude our 3-year
growth plan spanning FY23
to FY25, we are pleased to
say that not only has Rakon
consistently delivered the
targeted milestones for
each year, but we are also
seeing the desired growth
outcomes from those
initiatives.
FY25 was no exception.
We made great strides
in pushing into new
sub-segments and focusing
our growth and revenue
diversification on the
high-growth areas of
Aerospace & Defence and
AI & Cloud Computing
Infrastructure.
NEW
MANUFACTURING
FACILITY IN INDIA
Transfer of select Space
subsystems
Transfer of select NZ products
Transfer of select
NewSpace products
Launch of enhanced MercuryX
™
Chip based product revenue
growing to over 60%
Volume production of XMEMS
®
XMEMS
®
products qualified into
key 5G platforms
Chip based product
revenue growing
Release of Vulcan
™
next
generation chip
Leadership in targeted
market segments
Expansion into other
product categories
Become a top 3 player in
subsystems
Delivery of orders
Recognised player in the
NewSpace ecosystem
Significant orders secured
FY2025FY2024
RAKON DESIGNED
SEMICONDUCTOR
CHIPS
XMEMS
®
NANOTECHNOLOGY
MANUFACTURING
NEWSPACE
BUSINESS
Construction completed
Fitout / capacity expansion
Existing manufacturing
transfer
Substantial increase in R&D
and chip design capability
Release of Niku
™
next
generation chip
Continued investment in
XMEMS
®
capability
Release of initial XMEMS
®
based products
R&D and supply chain
investment
Strategic relationships
established
FY2023
17
RAKON / ANNUAL REPORT / 2025STRATEGIC GROWTH PLAN
Rakon’s aspirational growth trajectory through FY29
This chart reflects Rakon’s transition from being exposed
to traditional rollout cycles – as seen in our reliance on
Telecommunications in prior years – to a diversified,
cycle-resilient business model. This transformation has
been an important focus area over previous years and
enables us to better weather market fluctuations. It
positions Rakon for sustainable long-term growth.
Our strategic roadmap has already unlocked new
addressable market opportunities in high-growth areas
like commercial Space and AI hardware. These markets
are expected to continue to drive growth and deliver a
greater share of total revenue, with Aerospace &
Defence and AI & Cloud Computing Infrastructure
projected to account for more than 50% of our revenue
by 2029.
Telecommunications and Positioning will remain
important to our business; these are mature markets
with stable growth. We aim to maintain our lead
and market share through continued innovation,
and leverage our technological advantage in key
sub-segments of both markets.
Note: This chart illustrates Rakon’s short to medium-term growth aspirations, based on targeted key market growth factoring in
execution risk. It is not a graph and should not be interpreted as an indication of future revenue levels or profitability.
18
RAKON / ANNUAL REPORT / 2025STRATEGIC GROWTH PLAN
Aerospace and
Defence
TelecommunicationsPositioningAI and Cloud
Computing
Infrastructure
Other
(includes IoT,
Automotive)
DIVERSIFIED; PROTECTED AGAINST CYCLESEXPOSED TO TRADITIONAL ROLLOUT CYCLES
20202029
One-off ‘chip
shortage’ revenue
15% CAGR ASPIRATIONAL TARGET ACROSS CORE BUSINESS
Aspirational target 2026-2029:
25% CAGR across core business
CORE MARKET
OVERVIEW
RAKON / ANNUAL REPORT / 2025
19
CORE MARKET OVERVIEW
FY25 REVENUE
$42m
▲ UP 15%
SHARE OF GROUP REVENUE
41%
Aerospace and Defence
FY25 core
market
performance
at a glance
Image generated with AI
20
RAKON / ANNUAL REPORT / 2025CORE MARKET OVERVIEW
FY25 CORE MARKET PERFORMANCE AT A GLANCE / CONTINUED
FY25 REVENUE
$45m
▼ DOWN 33%
Telecommunications
FY25 REVENUE
$11m
▼ DOWN 21%
Positioning
SHARE OF GROUP REVENUE
44%
SHARE OF GROUP REVENUE
11%
21
RAKON / ANNUAL REPORT / 2025CORE MARKET OVERVIEW
Aerospace
and Defence
Image generated with AI
22
RAKON / ANNUAL REPORT / 2025CORE MARKET OVERVIEW
AEROSPACE AND DEFENCE / CONTINUED
Our Aerospace and Defence core market once again
delivered record revenue with double-digit year-on-year
growth, continuing a positive trend for the last three years.
This momentum is expected to continue into FY26.
In Aerospace we continue to build on Rakon’s top-supplier
status for our timing and subsystem products. We released
new versions of our GNSS Receiver and Master Reference
Oscillator subsystems – products critical to the
communication, synchronisation and navigation of satellites
and Space vehicles; delivering the highest performance with
unparalleled reliability.
Alongside our ultra-stable oscillator components, these
new subsystems were key drivers of the record revenue
and strong forward orders in our Aerospace and Defence
segment. Products based on Rakon’s newly released radiation
hardened Mercury-R™ chip also helped to drive sales and
enquiry volumes.
FY25FY24FY23FY22FY21
$30m
$24m
$37m
$42m
$29m
REVENUE
FY25FY24FY23FY22FY21
Gross MarginGross Margin %
66%
69%
68%68%
65%
$20m
$17m
$20m
$24m
$27m
GROSS MARGIN
We have a strong order book that already stretches beyond
FY26. In addition to the previously announced multi-million
dollar satellite subsystem contracts with MDA Space, we
are well positioned for similar large-scale LEO satellite
constellation opportunities now in negotiation. We expect
to secure similar opportunities on the back of this success.
Customer demand for our subsystems and ultra-stable
oscillators remains exceptionally high. Our growth is linked
to our own speed of capacity expansion, which we have
invested into in FY25.
23
RAKON / ANNUAL REPORT / 2025CORE MARKET OVERVIEW
Telecommunications
24
RAKON / ANNUAL REPORT / 2025CORE MARKET OVERVIEW
TELECOMMUNICATIONS / CONTINUED
FY25FY24FY23FY22FY21
$77m
$86m
$67m
$45m
$101m
REVENUE
FY25FY24FY23FY22FY21
Gross MarginGross Margin %
44%
40%
43%
34%
26%
$31m
$38m
$43m
$23m
$12m
GROSS MARGIN
The first half of FY25 was the most challenging period for
the Telecommunications market since 2018. The ongoing
weak market cycle was one of the key drivers of this year’s
result, with lower orders and revenue down 33% year on year.
The decrease in volumes also impacted economies of scale,
operating leverage and gross margin.
Despite this, we saw a turning point and strong pickup
in Telecommunications order volumes in the second half,
validating the positive market signals we noted at the
half-year. 63% of total telecommunications revenue was
booked in the second half of the year, reflecting stabilising
market conditions and selective global 5G investment –
particularly in North America.
Drivers of this investment include the growth of 5G
subscriptions globally, network densification activity to
keep up with increasing data loads, and the growth of
Fixed Wireless Access technology – high speed internet
over 5G networks.
Rakon held its market share and maintained a high design
win rate over the year. We are well positioned to capture new
opportunities as the market continues to stabilise and return
to growth.
25
RAKON / ANNUAL REPORT / 2025CORE MARKET OVERVIEW
Positioning
26
RAKON / ANNUAL REPORT / 2025CORE MARKET OVERVIEW
POSITIONING / CONTINUED
Similar to Telecommunications, continued market weakness
in our Positioning core market was responsible for lower order
volumes, a 21% decline in revenue, and inefficiencies in cost
allocation from manufacturing operations.
Increased competition is also driving down margins in this
segment, but Rakon’s volumes have remained steady due to
our high design win rate and stable market share, particularly
in the high-end Precise Positioning sub-segment, and the
overall growth of the Positioning segment.
FY25FY24FY23FY22FY21
$14m
$28m
$14m
$11m
$34m
TCXO chip shortage
REVENUE
FY25FY24FY23FY22FY21
Gross MarginGross Margin %
58%
48%
53%
44%
46%
$7m
$16m
$18m
$6m
$5m
GROSS MARGIN
We continue to be a strong player in the high margin,
specialised Precise Positioning part of this market – including
emergency beacons. Overall, however, the Positioning
segment remains flat, with increased competition driving
down price particularly in the commodity end which Rakon
does not currently target.
We expect Positioning revenue to be flat near-term as this
price pressure offsets steady volumes, and we are defending
our share of the Precise Positioning sub-segment, where
margins and customer stickiness remain attractive.
27
RAKON / ANNUAL REPORT / 2025CORE MARKET OVERVIEW
Powering precision in AI:
a new era for Rakon
Our next-generation timing and synchronisation solutions meet the high demands and unparalleled
precision required by AI workloads, giving us a strong technical edge as this market scales.
We are designed-in to nearly every leading AI data centre architecture from the major players and are
expanding production capacity ahead of that demand. We expect FY26 to mark the start of significant
revenue from this segment as it continues on a trajectory to become our next standalone core market.
IC OCXO (Integrated-Circuit Oven
Controlled Crystal Oscillator) on
Vulcan™ semiconductor platform
IC OCXO (Integrated-Circuit Oven
Controlled Crystal Oscillator) on
MercuryX™ semiconductor platform
Ultra Stable TCXO (Temperature
Compensated Crystal Oscillator) on
Niku™ semiconductor platform
XMEMS
®
: Rakon’s proprietary nanotechnology microfabrication process for quartz wafer resonators, which enables miniaturised products
with unprecedented performance.
Rakon semiconductor chip: proprietary semiconductor chips that are designed in-house to maximise the performance and stability of our
oscillator products - delivering a key competitive advantage.
Products not shown to scale
S
S
SS
SUSTAINABILITY
AND ESG
RAKON / ANNUAL REPORT / 2025
29
SUSTAINABILITY AND ESG
INNOVATIVE CULTURE
Rakon’s culture is built around putting people first,
giving our global team the opportunities and support
to grow and thrive within a world-beating culture of
innovation.
We attract high calibre talent, invest in their
development and create a safe and inclusive
environment, focused on empowering our people to
do their best work while supporting them to look after
their well-being.
ENABLING THE CONNECTED FUTURE
Rakon’s culture of innovation not only drives our next
generation technology, it also connects our people to the
same mission, and to a work environment that allows them to
feel comfortable being themselves while making meaningful
contributions to our goals.
The passion among our team for contributing towards next
generation innovation and solutions leads to collaboration,
a commitment to customer and continued team success.
The strong engagement of Rakon’s team members is reflected
in our internal surveys where employees identify product,
quality, technology, and culture as the key things they rate
most highly about Rakon.
PASSION
We’re driven by our
energy and excitement
to create solutions and
new possibilities.
RESPECT
We treat others as we expect
to be treated; we listen, value
diverse perspectives and take
nothing for granted.
COURAGE
We’re proactive
and challenge the
status quo with a ‘can do’
approach.
PERSEVERANCE
We’ve the determination
to have another go and
achieve the best outcome
as a team.
INTEGRITY
We’re honest, transparent
and strive to do the right
thing by each other and
the planet.
OUR VALUES
Our
People
30
RAKON / ANNUAL REPORT / 2025SUSTAINABILITY AND ESG
OUR PEOPLE / CONTINUED
DIVERSITY & INCLUSION
Rakon is a global organisation, with a workforce
located across 10 countries and representing over
40 different nationalities.
We’re proud of the wide range of skills, backgrounds,
ethnicities and experiences in our global team. They reflect
the diversity of our customers and the communities in
which we operate.
We recognise the importance of diversity and inclusion
at the strategic and day-to-day levels in achieving our
business objectives, fulfilling customer needs, and creating
a high-performing, enjoyable and values-driven culture.
Diversity by gender
New Zealand
■ Female44%
■ Male56%
Global
■ Female32%
■ Male68%
Our diversity policy outlines our commitment to a diverse and
inclusive working environment globally. The unique strengths
and characteristics of our team members are recognised, and
we strive to provide an environment across all of our sites,
where everyone can feel comfortable in the workplace.
Our global talent acquisition and management programmes,
along with our succession management processes, guide our
efforts to attract, develop and retain high calibre candidates
and employees who are aligned to our culture and values.
HEALTH, SAFETY AND WELL-BEING
Rakon is committed to the health, safety and wellness of
our team. Across our global locations we have established
practices to promote a safe and healthy working environment,
compliant with local health and safety legislation. We have
ongoing education and training, as well as the implementation
of initiatives for continuous improvement.
Over FY25, three Lost Time Incidents (LTIs) were recorded
(compared to five in FY24) and 23 incidents were recorded
(compared to 32 in FY24).
These numbers reflect the consistent positive impact of our
ongoing education and training efforts, including improved
reporting procedures for Rakon India and Rakon France, as
part of our initiatives for continuous improvement.
31
RAKON / ANNUAL REPORT / 2025SUSTAINABILITY AND ESG
OUR PEOPLE / CONTINUED
EMPLOYEE WELL-BEING
Supporting and looking after the well-being and mental
health of our employees is at the core of Rakon’s culture.
We regularly review and implement new initiatives designed
to promote and improve workplace wellness, so that our
people can monitor and maintain personal well-being, and be
at their best within the workplace and in their personal lives.
These initiatives include:
• Flexible working, including a move globally to hybrid
working where employees can perform some of their roles
from home. In our manufacturing operations, employees
are able to request shift adjustments to accommodate
personal circumstances
• Access for employees to Rakon’s outsourced Employee
Assistance Programme (EAP) or similar counselling
services
• Mental Health ‘First Aid’ training for people leaders
• Online seminars on well-being, stress management,
boosting mental health and personal wellness available
for all employees
• Regular check-ins from managers to their team members
and anonymised employee surveys focused on feedback
around how they are and what else we could be doing
to better support our teams and people.
ATTRACTING AND RETAINING TALENT
A technology pioneer for more than 50 years, Rakon has
always recognised the importance of developing talent and
promoting from within. We strive to provide meaningful career
opportunities for our team members – across all levels and
areas of the business, and particularly in the highly
competitive skills environment.
Length of tenure – global
LEARNING & DEVELOPMENT
Raising up and developing leaders at all levels is a continuous
focus. We provide development opportunities for our people
leaders through a number of different programmes delivered
around the globe. We also offer professional development
across our business and continue to grow the opportunities
available. Through our graduate programme, we offer support
to team members where appropriate to continue their
educational qualifications.
Our graduate programme is run globally and allows our new
graduates to sample different parts of the business, eventually
settling in an area most suited to their capabilities and
interests. Across the global business we partner with multiple
technical institutes to ensure we have a varied range of skills,
backgrounds and experiences joining our team.
234
HAVE BEEN PART OF OUR
GLOBAL TEAM FOR 10+ YEARS
Years at Rakon
■ 5 and under55%
■ 6-1015%
■ 11-2016%
■ 21-3012%
■ 31+2%
TEAM
MEMBERS
32
RAKON / ANNUAL REPORT / 2025SUSTAINABILITY AND ESG
Board and
Management
profiles
33
RAKON / ANNUAL REPORT / 2025SUSTAINABILITY AND ESG
Our Board
Lorraine Witten
CHAIR AND INDEPENDENT DIRECTOR
BMS (Hons); CFInstD; FCA
Appointed March 2017 and last re-elected
at 2023 annual meeting
Lorraine is a professional director with extensive experience
in technology and Information Communications Technology
(ICT) sectors, as well as strategy and entrepreneurship.
She is a director of NZX & ASX listed company Mercury and
private company vWork.
She is a Chartered Fellow of the New Zealand Institute of
Directors and a Fellow of Chartered Accountants Australia
and New Zealand (CAANZ).
Dr. Lisbeth Jacobs
INDEPENDENT DIRECTOR
PhD. MSc
Appointed March 2025
Lisbeth is the Chief Executive of Gallagher Animal
Management, and an independent director of Goodnature.
She has specialised experience at the board and management
level across the technology, engineering and manufacturing
sectors and a proven track record for guiding innovative
companies to grow and capture market share on a
global-scale.
At Gallagher, Lisbeth leads the Animal Management business
with offices in New Zealand, Australia, USA, Canada, Chile
and Brazil, joint ventures in Europe and South Africa, and
distribution partners across Latin America and Asia.
Lisbeth holds a PhD in Engineering from the University of
Auckland, a MSc in Engineering from KULeuven (Belgium) and
completed the General Management Programme at INSEAD
(Paris). She is Honorary Consul of Belgium and is a Member of
the New Zealand Institute of Directors.
Dr. Mark Bregman
INDEPENDENT DIRECTOR
MA Ph.D
Appointed November 2024
Mark is a professional director with over 35 years’ experience
leading and innovating global businesses. A recognised
leader in the global tech industry, Mark has held executive
and board roles in some of the world’s most renowned
technology companies.
Mark is a board member of Marama Labs Ltd. He is Chair with
Vistage Australia and New Zealand and a General Partner at
Quidnet Ventures, a seed stage venture capital firm that
focuses on investing in and supporting NZ tech. A member of
the board for the Bay Area Science and Innovation Consortium
(BASIC) since 2004, including five years as Chair, Mark is also
a Physical Sciences Investment Committee Member for Return
On Science, a national research commercialisation programme
hosted by Auckland University’s UniServices.
Mark is an Edmund Hillary Fellow and is a Member of the
New Zealand Institute of Directors.
34
RAKON / ANNUAL REPORT / 2025SUSTAINABILITY AND ESG
OUR BOARD / CONTINUED
Brent Robinson
DIRECTOR
Hon FIPENZ
Appointed 1991, last re-elected at 2022 annual meeting
Brent’s 44 years at Rakon includes establishing global
operations and markets and almost 36 years as Managing
Director/CEO.
Brent is an Honorary Fellow of the Institute of Professional
Engineers New Zealand and was awarded the New Zealand
Hi-Tech Trust – Flying Kiwi Award in 2011.
Brent is also a director of Quantifi Photonics Limited.
Jung Meng (JM) Tseng
DIRECTOR
Appointed July 2023,
Elected at the 2023 annual meeting.
Jung Meng (JM) is the president of Siward Crystal Technology
Co. Limited (Siward), a substantial shareholder (12.19%)
in Rakon. An experienced business leader with over 45 years
in the frequency control product industry, JM has helped
grow Siward to become a global leader with revenue of
US$100+ million.
JM is a director of Securitag Assembly Group Limited, Apex
Optech Co., Limited and Siward subsidiaries. He holds an
EMBA from Feng Chia University in Taiwan.
Jon Raby
INDEPENDENT DIRECTOR
BCom; PGC Accountancy FCA
Appointed March 2025
Jon is an experienced, commercial and results focused former
executive with over two decades of experience in major
financial services companies in New Zealand and Australia,
including as Chief Financial Officer of ASB Bank from 2012
to 2023. His work experience covers structured finance, risk
management, strategy, online banking, fostering Fintech
innovation and finance leadership.
Jon is currently a non-executive director of the New Zealand
Shareholders’ Association, and an advisory board member for
New Zealand companies Slice and Indi.
Jon is a member of the Institute of Directors in New Zealand.
35
RAKON / ANNUAL REPORT / 2025SUSTAINABILITY AND ESG
Rakon management team
Our team is core to Rakon’s success
and for leading our people to capture
opportunities and navigate challenges.
In February 2025 we announced a realignment of our global
Business Units and management team – bringing to the fore a
customer-centric operational model and refreshed leadership
with years of international and sector experience.
By structuring our business around our core markets, we
are driving sharper strategic execution, stronger leadership
accountability, and streamlined operations that will enable
Rakon to accelerate sustained growth. The Business Units,
Aerospace & Defence and Commercial, are each be led by
a Managing Director with the autonomy and resourcing to
drive market leadership, supported by a central framework
that enhances collaboration, investment efficiency, and
operational effectiveness.
Dr. Sinan Altug
CHIEF EXECUTIVE OFFICER
Mark Dunwoodie
CHIEF FINANCIAL OFFICER
Nick Pudney
CHIEF OPERATING OFFICER
Maureen Shaddick
GENERAL COUNSEL AND
COMPANY SECRETARY
36
RAKON / ANNUAL REPORT / 2025SUSTAINABILITY AND ESG
RAKON MANAGEMENT TEAM / CONTINUED
Margo Thomas
GENERAL MANAGER
GLOBAL PEOPLE AND CAPABILITY
Arun Parasnis
MANAGING DIRECTOR, RAKON INDIA
Chloé Gautrin
MANAGING DIRECTOR, AEROSPACE
AND DEFENCE
Adam Robinson
ACTING MANAGING DIRECTOR,
COMMERCIAL
Michael McIlroy
CHIEF INNOVATION OFFICER
37
RAKON / ANNUAL REPORT / 2025SUSTAINABILITY AND ESG
Driving
sustainability
through our
business
38
RAKON / ANNUAL REPORT / 2025SUSTAINABILITY AND ESG
DRIVING SUSTAINABILITY THROUGH OUR BUSINESS / CONTINUED
ENVIRONMENT
• Full implementation of a sustainability management
software platform to facilitate the collection, calculation,
analysis and reporting of Scope 1, 2 and 3 greenhouse gas
emissions across Rakon’s global operations.
• Preparing our second mandatory climate-related disclosure as
a climate reporting entity under the External Reporting Board’s
(XRB) Aotearoa New Zealand Climate Standards (NZCS).
• Engaging further with global teams to develop their
understanding of climate change and expectations from
stakeholders including regulators, customers and shareholders.
• Initiating and exploring further opportunities for execution
of sustainability in practice on a large scale at our new
Manufacturing Centre of Excellence in Bengaluru, India,
including entering in to agreements for the purchase of
renewable energy for those operations.
SOCIAL
• Fostering health and safety and well-being practices and
consistent reporting across global operations for healthy
workforce and safe workplaces.
• Ongoing focus on Rakon’s procurement and sales
activities to support an ethical, resilient and sustainable
supply chain.
• Continued contribution to local communities through
staff-initiated activities that reflect staff interest and values.
GOVERNANCE
• Regular engagement with the Board and
Committees reflecting their oversight
responsibilities and strategic focus on ESG and
climate-related matters.
• Receipt of regular reporting on greenhouse gas
emissions and other environmental data which will
inform future initiatives.
• Strong focus on strategic risk and compliance.
FY25 PROGRESS
Over the past year we have continued to work on our
sustainability journey and to focus on strengthening our
Environmental, Social and Governance (ESG) practices.
Here we highlight our progress in FY25, with further details
provided on pages 42-46 and in our Climate Statement
which will be available on Rakon’s website on or before
31 July 2025:
rakon.com/investors/reports-presentations-events.
In FY26, we plan to build on activities to date and to pursue
further initiatives that can address our material ESG topics
related to our products, supply chain, operations, people
and governance. Enablers that are important to our progress
include training and development, ongoing engagement
with our people, assigning roles and responsibilities across the
organisation to support ESG and climate change initiatives
and activities and engagement with our, customers,
suppliers and shareholders.
39
RAKON / ANNUAL REPORT / 2025SUSTAINABILITY AND ESG
Our ESG framework supports our sustainability goals. In this
section, we share our material ESG issues, how they impact
our business and our priorities for improvement. We also
provide an update of our performance and progress over
FY25. This includes information on the key environmental
areas of carbon, waste and water.
MATERIALITY ASSESSMENT – WHAT OUR
STAKEHOLDERS THINK
In FY22 we undertook an assessment to identify the most
important ESG aspects for Rakon. This assessment entailed:
• a desktop review of Rakon’s own information and external
information, including current trends, peer analysis, media
reports; and
• stakeholder engagement with institutional and other
investors, potential investors, senior management and
staff.
The output of this work remains a touchstone to help us to
determine the environmental, social and governance topics
we should prioritise (as set out on the next page). However,
we recognise all ESG related topics are important to
sustainability and how we must govern and manage our
global business and operations.
Our ESG framework
40
RAKON / ANNUAL REPORT / 2025SUSTAINABILITY AND ESG
OUR ESG FRAMEWORK / CONTINUED
OUR PRIORITY AREAS
The table below summarises and defines the
environmental, social and governance topics that
Rakon and its stakeholders believe are most material to
the company. They are wide-reaching and impact most
Sustainable products
Sustainable operations
Ethical supply chain
An engaged, healthy, diverse
and capable workforce
Risk management
TopicSub-topics
• Sustainable materials and product design
• Waste and circularity
• Decarbonisation (scope 3)
• Waste and hazardous material management
• Water management
• Decarbonisation (scope 1 and 2)
• Climate adaptation and resiliency
• Responsible sourcing of materials
• Modern slavery
• Responsible selling of products
• Bribery and corruption
• Employee health, safety and well-being
• Employee engagement and growth
• Diversity and inclusion
• Risk management
• Disclosure
• Compliance with legal and regulatory requirements
Definition
Minimising the negative impact of our products and
embracing innovation to positively impact the environment.
Sustainable and efficient use and protection of resources
in the operating processes, particularly manufacturing.
Adapting to the physical impacts of climate change to
maintain a resilient business model.
Ethical sourcing of raw materials, components and
subcontracting, and especially in relation to conflict minerals
and labour, particularly in partner manufacturing plants outside
New Zealand where labour laws differ. Policy of compliance
with international trade laws and practice of due diligence in
relation to procurement, and sales and exports of products.
No tolerance for bribes, facilitation payments or kickbacks in any
business activities including in engagement with public officials.
Cultivating a strong, healthy workplace culture that attracts,
engages and develops high performing teams that embrace
diversity.
Maintaining robust risk management processes supported by
internal controls and assurance.
ENVIRONMENT
SOCIAL
GOVERNANCE
parts of our operations. From these topics, we identify the
areas where we should focus our efforts to improve
sustainability. As we implement improvement initiatives, we
are also focussed on developing our framework to support the
measurement, reporting and assurance of our
performance across these areas.
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RAKON / ANNUAL REPORT / 2025SUSTAINABILITY AND ESG
We recognise the importance of protecting
the environment and our Corporate
Environmental Policy sets out our
commitment to achieving environmental
best practice.
We are highly conscious of the need to protect the
world’s environment and be efficient in the use of energy
and natural resources. We aim to develop environmentally
friendly products and technologies through our design and
development processes and endeavour to use appropriate
methods to dispose of and treat our wastes to prevent
pollution.
Our Environmental Management System (EMS) is central to
meeting our customers’ expectations, achieving continuous
environmental improvement and maintaining compliance with
applicable laws and regulations relating to the protection of
the environment and the welfare of our employees.
As part of this commitment. Rakon is certified to ISO14001
standard at its sites in Auckland, New Zealand and Bengaluru,
India. This standard sets out the requirements for our EMS.
We have been reporting to CDP (formerly known as the
Carbon Disclosure Project ) since 2010. The information
we measure across our global operations includes refrigerant
use and the consumption of carbon dioxide, electricity, fuel
and natural gas. CDP, a global environmental disclosure
system, enables our customers to access information about
our environmental practices, management of risks and
opportunities and improvement initiatives and to support
their assessment of their own carbon footprint.
Over the past year we have made good progress on
improving our processes for collecting, measuring and
reporting environmental information. We have now completed
a full year of use of an energy efficiency and sustainability
management software platform, which enables input of data
from global teams and access to data and reports for local and
corporate-wide business requirements and initiatives. Our
environmental metrics include measurement of greenhouse
gas (GHG) emissions, electricity usage, waste to landfill and
water consumption.
Improving our environmental impact
GREENHOUSE GAS (GHG) EMISSIONS
Rakon’s most relevant climate change metrics relate to GHG
emissions. We currently measure Rakon’s Scope 1 (Direct )
and Scope 2 (Indirect Energy) GHG emissions. We have
commenced a project to collect and measure Scope 3 (Other
Indirect ) GHG emissions and now expect to be able to
disclose Scope 3 emissions for FY26 and onwards having
taken the opportunity of the change to the mandatory
reporting requirements for climate reporting entities to spend
longer on the project.
Rakon’s principal sources of Scope 1 and 2 GHG emissions
are electricity usage to run offices, factories and
manufacturing equipment and processes and the use of
carbon dioxide in parts of our production process. Rakon’s
GHG emissions in FY25 will be reported in our Climate
Statement which will be available on Rakon’s website on or
before 31 July 2025:
rakon.com/investors/reports-presentations-events.
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RAKON / ANNUAL REPORT / 2025SUSTAINABILITY AND ESG
IMPROVING OUR ENVIRONMENTAL IMPACT / CONTINUED
OUR MANUFACTURING OPERATIONS
New Zealand
Our New Zealand manufacturing operation retained its
ISO14001 (Environmental Management System Certification)
during the year with five non-conform findings identified
which have now been addressed. New Zealand’s EMS is
regularly reviewed following the Plan-Do-Check-Act
methodology.
Electricity
Electricity consumption does not change significantly
relative to production volumes of products and is affected
only to some degree by some products requiring more
electricity to manufacture than others. Therefore, a substantial
proportion of electricity consumption occurs regardless of the
volumes produced.
Measure
Calendar
Year
2022
Financial
Year
FY24
Financial
Year
FY25
Electricity Consumption
(MWh/Year)
4,7854,2494,096
Water
Total water consumption in New Zealand increased by 6.9%
against FY24. Our New Zealand operation’s principal use of
water is in the manufacturing cleanrooms which operate at a
similar level regardless of changes in production volumes, as
well as for general staff and cleaning requirements and other
activities on site.
Measure
Calendar Years
Financial
Year
Financial
Year
202020212022FY24FY25
Water usage
(cubic metres)
10,98211,03311,12211,03111,795
Waste
The percentage of waste recycled in FY25 has increased
slightly from FY24, the tonnage of waste to landfill has
decreased, influenced by lower production volumes and
associated waste and more recycling activity. The previous
increases in waste to landfill up to 2022 were largely due to
recycling options in New Zealand being curtailed as a result of
overseas recycling agencies ceasing import of recycling from
New Zealand, and some of Rakon’s plastic waste (e.g. plastic
reels) having a fire retardant compound which is incompatible
with recycling. We continue to explore initiatives to recycle
e-waste, metal parts and other plastics. As production levels
settle at Rakon NZ following transfer of the manufacturing of
some product to Rakon’s facility in India we will be better
informed to set waste reduction targets.
Measure
Calendar Years
Financial
Year
Financial
Year
202020212022FY24FY25
Waste to
landfill (tonnes)
17.725.5829.5122.6220.40
Measure
Calendar Years
Financial
Year
Financial
Year
202020212022FY24FY25
Waste recycled
(tonnes)*
N/a21.4129.3518.7421.32
Percentage of
waste recycled*
N/a45.649.945.351.09
* N/a – not available that year
43
RAKON / ANNUAL REPORT / 2025SUSTAINABILITY AND ESG
IMPROVING OUR ENVIRONMENTAL IMPACT / CONTINUED
Rakon India
Rakon’s new manufacturing facility in Bengaluru, India is now
fully operational and has undertaken further investment in
FY25 to add to its production capabilities including to accept
the transfer of the manufacturing process of some of the
Rakon products currently manufactured in New Zealand.
The new facility is certified for ISO14001:2015 (Environment
management system) with validity through to December
2027 and for ISO 45001:2018 (Occupational health and
safety management system) with validity through to
December 2027 with zero non-compliances to date.
The factory is a green building incorporating various
sustainable building practices and has applied for ‘LEED
Certification’ (Leadership in Energy and Environmental
Design). The certification process is continuing, and
assignment of the building’s rating is pending.
Water
In the design and construction of the new manufacturing
facility, Rakon’s goal was to achieve zero water discharge
from the premises. During the financial year FY25 1,600 cubic
metres of recycled water from the in-house STP (sewage
treatment plant ) and ETP (Effluent treatment plant ) were used
for toilet use and for gardening purposes (FY24, 1,300 cubic
metres). We also collected 320 cubic metres of water through
rainwater storage tanks which is used for gardening and
cleaning purposes (FY24: 420 cubic metres). Rainwater is also
collected through rainwater recharge pits to improve the
Groundwater table at the premises.
Measure
Financial Year
2024
Financial Year
2025
Water usage
(cubic metres)
26,20716,294
Rakon India also uses water in its manufacturing operations.
Lower water usage in FY25 compared to FY24 reflects lower
production volumes in FY25 and the inclusion of water usage
from Rakon India’s former factory, which continued through
part of FY24, in the data for FY24.
Electricity
During the latter half of FY25 Rakon India entered into
renewable energy electricity purchase agreements for its
operations in Bengaluru which covered 39% of its electricity
requirement for FY25. Until we can confirm the agreements
meet all the necessary criteria for the market-based method of
Scope 2 emissions measurement under the Greenhouse Gas
Protocol we do not claim these agreements have resulted in a
reduction in Rakon India greenhouse gas emissions. Clearly
establishing whether such agreements meet the market-
based criteria is important as Rakon India has the opportunity
to enter into similar but longer term agreements for its
electricity requirements in FY26.
Measure
Financial Year
2024
Financial Year
2025
Electricity Consumption
(MWh/Year)
47163763
Energy efficiency is addressed through the use of LED lights,
motion sensors for lighting control, energy efficient motors,
variable frequency drives for HVAC and AHU motors, and
evaporator cooling systems being implemented in the new
facility. Double-glazed tinted glass is used in office and other
areas to reduce the temperature inside thereby reducing the
air conditioning load.
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RAKON / ANNUAL REPORT / 2025SUSTAINABILITY AND ESG
Rakon recognises that visibility of labour
and business practices, sources of
materials and end use of products are
important issues for many of our
stakeholders including customers,
suppliers, investors, employees and
regulators.
In addition to addressing these matters in our Supplier Code
of Conduct and broader Business Code of Conduct, Rakon
has practices and policies which guide our approach to the
sourcing of materials, products and labour as well as who we
sell to.
Key codes and policies include our Supplier Code of Conduct,
Trade Compliance Policy, Conflict Minerals Statement, Slavery
and Human Trafficking Statement and Whistleblowing
(Protected Disclosure) Policy.
Rakon’s standard terms of procurement require our suppliers
to comply with our Supplier Code of Conduct and Conflict
Minerals Statement as updated from time to time. Our
Supplier Code of Conduct addresses our high expectations
regarding our suppliers’ responsibility for and attention to
business ethics, health and safety, environment and
sustainability, employees’ rights and management systems.
Rakon’s products are used in a wide range of applications in
many different industries and market sectors.
Our Trade Compliance Policy sets out principles and
addresses processes that Rakon employees are required to
follow in relation to sales and exports of Rakon products and
procurement and imports of materials including due diligence
processes. Rakon’s global operations, supply chain and market
sectors and customer base demand a comprehensive, vigilant
focus on compliance with country specific and international
trade and export controls, sanctions and legislation.
Staff training, business management system protocols and
controls and senior management oversight and escalation
processes support compliance. Compliance assurance
reporting is required by the Board every six months.
Our supply chain, people
and practices
45
RAKON / ANNUAL REPORT / 2025SUSTAINABILITY AND ESG
Rakon is committed to actively and positively contributing
to the communities in each of the countries and locations we
operate in. Over the past year, we have helped with a range
of initiatives that support local community efforts to improve
sustainability and well-being, as well as assisting with
education and career prospects in each of our locations.
India
Rakon India continues to forge strong community
partnerships.
In FY25 Rakon India funded the Indian Forest Department,
a key local reforestation project, using indigenous plant
biodiversity. In addition to a financial contribution for the
project, Rakon India team members took part in tree planting
work projects.
Rakon India has also invested in the ‘National Apprenticeship
Training Scheme’. This is one of the flagship programmes of
the Government of India for skilling Indian youth in trade
disciplines. The Scheme offers graduate and diploma students
and vocational certificate holders on-the-job-training
opportunities with durations ranging from six to 12 months.
France
Rakon France has offered subsidies to staff purchasing
electric bicycles to help reduce the costs of their commute
to work compared to driving their cars to work and foster
healthier lifestyles.
United Kingdom
Our Research and Development centre in the United
Kingdom, which is now based in Cambourne, Cambridge
continues to support a charity radio station at the Princess
Alexandra Hospital, in Harlow, Essex. Established in 1970,
the station broadcasts exclusively to the patients and staff
of the hospital.
New Zealand
In New Zealand, we regularly provide study opportunities
to students, including work experience placements and
support for engineering students. This provides a pathway
to employment for some of the students and aligns with our
long history of fostering talent and strategic focus
on technology leadership.
We also support a number of New Zealand charities each
year. Over the past year, we have donated to NZ Downs
Syndrome Association, NZME Auckland Special Children’s
Christmas Party, Burn Support Group Charitable Trust, Kidney
Kids, Koru Care, Kids Big Day Out, Westpac Helicopter Trust
and Rotary Club of Newmarket.
Contributing
in our
communities
46
RAKON / ANNUAL REPORT / 2025SUSTAINABILITY AND ESG
The Board of Rakon Limited is committed
to conducting business in the right way
and maintaining the highest standards of
corporate behaviour and accountability.
The Board regularly reviews Rakon’s
corporate governance framework and
supports best practice reporting.
The Board confirms that in the year to 31 March 2025, the
company’s corporate governance practices were substantially
in compliance with the recommendations in the NZX
Corporate Governance Code (31 January 2025). Where there
was not full compliance with the recommendations in the
Code an explanation has been provided.
The information in this Annual Report is current as at 30 June
2025 and has been approved by the Board. The key corporate
governance documents referred to in this report are available
on Rakon’s website at:
www.rakon.com/investors/corporate-governance.
Rakon is listed on the NZX Main Board and is subject to
regulatory control and monitoring by both the NZX and the
Financial Markets Authority (FMA).
Corporate Governance
CODE OF ETHICAL BEHAVIOUR
We are committed to ensuring the highest standards
of honesty and integrity are maintained by our directors
(Directors), employees, suppliers, contractors and
consultants, in all activities conducted by, or in the
interests of, Rakon.
Corporate policies, guidelines, procedures and practices
address how we support our people, respect communities,
act in the interests of our investors, conduct our business and
protect the environment. This includes our requirements in
relation to the environment, health, safety and wellbeing,
and ethical behaviour.
Ethical standards and guiding principles are set out in our
Business Code of Conduct. The high standards of honesty,
integrity and ethical conduct which Directors are required to
maintain, are also set out in the Board Charter which is
regularly reviewed by the Board.
Rakon’s Business Code of Conduct sets out our expectations
of ourselves and our suppliers of how we operate and do
business. It includes respect for, and compliance with,
all laws in the countries in which we operate and universally
recognised standards for the environment, human rights,
labour and ethics.
Rakon has processes in place to ensure all new and existing
employees have awareness and understanding of the
Business Code of Conduct and other company policies. These
include an Employee Handbook which is provided to all new
employees. The Handbook is regularly reviewed and updated
and is available on the in-house portal, along with all human
resources and corporate policies and procedures. Training
sessions with managers and team leaders aim to equip them
to guide and support their teams. Rakon recognises it is
necessary to use a range of methods and approaches over
time to promote awareness and obtain assurance of
understanding and compliance.
Directors and employees are expected to report material
breaches of the Business Code of Conduct. Rakon’s Whistle
Blowing (Protected Disclosure) Policy, supports the
expectation that Directors and employees should report
breaches of the Business Code of Conduct and policies, as
well as other wrongdoing or suspected wrongdoing. The
policy provides a framework and process for safe reporting
and is accessible by all employees on the in-house portal.
Rakon’s Financial Product Trading Policy addresses the risk
of insider trading in Rakon securities by Directors, employees
and contractors. Additional trading restrictions apply to
Restricted Persons as defined in the policy, including
Directors, and certain employees. Regular reminders of the
purpose and meaning of this policy are provided to staff and
Directors including advice in relation to the commencement
and end of restricted trading periods. Details of Directors’
shareholdings as at 31 March 2025 are set out in the
Shareholder Information section on page 116. The policy is
also available on the in-house portal and notices about
restricted trading periods and reminders about the rules
regarding financial product trading and related policies are
provided to employees.
47
RAKON / ANNUAL REPORT / 2025SUSTAINABILITY AND ESG
CORPORATE GOVERNANCE / CONTINUED
BOARD COMPOSITION AND PERFORMANCE
The Board is ultimately responsible for Rakon’s strategic
direction and oversight of Rakon’s management, with the
aim of increasing shareholder value and ensuring the
company’s obligations are met.
The Board operates under a written charter which sets out the
structure of the Board and the procedures for the nomination,
resignation and removal of Directors; and outlines the respective
responsibilities and roles of the Directors and management.
It also identifies procedures to ensure that the Board meets
regularly, conducts its meetings in an efficient and effective
manner and that Directors are fully empowered to perform
their duties and to fully participate in meetings of the Board.
Rakon’s day-to-day management and operation is delegated
by the Board to the Chief Executive Officer. This delegation
and further sub-delegation to senior management and their
direct reports is subject to financial controls and limitations
as reviewed from time to time and as set out in Rakon’s
Delegation of Authority Policy.
In discharging their duties, Directors have direct access to and
may rely upon advice from Rakon’s senior management and
external advisers.
Directors have the right, with the approval of the Chair or by
resolution of the Board, to seek independent legal or financial
advice at the company’s expense to assist them in the proper
performance of their duties.
While the appointment of new Directors is the responsibility
of the whole Board, the People Committee Charter outlines
the Committee’s particular duties and responsibilities in
relation to the selection and appointment of new Directors
and succession planning.
The People Committee is responsible for identifying and
recommending candidates for the role of Director, taking into
account such factors as it deems appropriate, including tenure,
capability, skill sets, experience, diversity, qualifications,
judgement and the ability to work with other Directors.
The Board recognises a skills matrix can assist with identifying
and assessing existing Directors’ skills and competencies as
well as new skills and competencies which may be needed to
meet Rakon’s future governance requirements. The skills and
experience the Board has determined are important to
Rakon’s strategic direction and those held by the Directors as
at the date of this report are shown on this page. The number
of elected Directors and the procedure for their appointment,
retirement and re-election at annual meetings are set out in
Rakon’s Constitution and the NZX Listing Rules.
All Directors, including any executive Director, must retire by
rotation and if eligible, may stand for re-election at the third
annual meeting, or three years after their last election,
whichever is longer. Any Director appointed since the previous
annual meeting must also retire and is eligible for election.
All new Directors enter into a written agreement with the
company in the form of a letter of appointment. The letter sets
out the key terms and conditions of their appointment.
The letter addresses tenure, duties and responsibilities and
requirements outlined in relevant legislation, the NZX Listing
Rules, Rakon’s Constitution and the Board Charter and is
supported by general governance rules and practice.
Information about each of Rakon’s Directors is available on the
Rakon website and on pages 34-35. The company maintains
an interests’ register and particulars of the entries made in the
interests register during the year ended 31 March 2025 in
relation to Directors’ interests are disclosed in the Shareholder
Information section on pages 115-117.
DIRECTORS’ SKILLS MATRIX
90%
90%
90%
80%
60%
60%
60%
GOVERNANCE AND FIDUCIARY OVERSIGHT
PEOPLE, CULTURE, REMUNERATION
DIVERSITY OF THOUGHT
ESG AND STAKEHOLDER ENGAGEMENT
CHAIR CAPABILITY
CAPITAL MARKETS &
INVESTOR RELATIONS
CYBERSECURITY
& DIGITAL RISK
FINANCIAL ACUMEN
STRATEGIC LEADERSHIP
TECHNOLOGY AND R&D
INTERNATIONAL MARKETS
COMMERCIAL AND OPERATIONS MANAGEMENT
INNOVATION & IP COMMERCIALISATION
INDUSTRY AND
SECTOR KNOWLEDGE
70%
90%
70%
70%
100%
100%
50%
48
RAKON / ANNUAL REPORT / 2025SUSTAINABILITY AND ESG
CORPORATE GOVERNANCE / CONTINUED
Board meetings and attendance
The Board meets as often as it deems appropriate, including
sessions to review the company’s performance against
agreed plans, and to review Rakon’s strategic direction and
forward-looking business plans. Video and/or phone
conferences are used to accommodate and reduce director
travel requirements.
The table (right ) sets out Directors’ attendances at the
Board, Audit and Risk Committee, People Committee and
Independent Committee meetings during the year ended
31 March 2025. In total, there were 18 Board meetings,
four Audit and Risk Committee meetings and three People
Committee meetings. Directors also attended the 2024
Annual Meeting. A record of attendances at 22 meetings of
committee of independent Directors is also included in the
table. The higher than usual number of meetings of the
Board and the meetings of the Independent Committee were
principally due to the receipt of non-binding indicative offers
to purchase Rakon in FY24 and FY25 and matters associated
with the evaluation of those offers.
For those Directors involved in both the Board, standing
Committees and the Independent Committee there was a
total of 48 separate meetings constituting significant
additional work over and above the usual workload (generally
approximately 20 meetings) both in attending meetings and
preparing for the same. The Board approved the payment of
additional fees, from an Additional Work Pool approved by
shareholders, to the members of the Independent Committee
which provided compensation for some of the additional work
(see Remuneration Report on page 111).
Board
Meetings
Audit & Risk
Committee
People
Committee
Annual
Meeting
Independent
Director
Committee
Total number of meetings held1843122
Lorraine Witten1843122
Brent Robinson1711–
Mark Bregman
1
8224
Lisbeth Jacobs
2
1
Jon Raby
3
1
Jung Meng Tseng11
Keith Watson
4
17422
Keith Oliver
5
111117
Sinead Horgan
6
71––12
Roger Yao
7
: Observer for Jung Meng Tseng 1511–
1 Mark Bregman joined the Board on 1 November 2024
2 Lisbeth Jacobs joined the Board on 17 March 2025
3 Jon Raby joined the Board on 24 March 2025
4 Keith Watson ceased as a Director on 24 March 2025
5 Keith Oliver ceased as a Director on 1 November 2024
6 Sinead Horgan ceased as a Director on 27 August 2024
7 Roger Yao is an observer for Director Jung Meng (JM) Tseng, with the consent of the Board. JM is the President of Siward Crystal Technology Co. Limited,
which is a substantial shareholder (12.19%) in Rakon and is actively involved in the governance of Rakon.
49
RAKON / ANNUAL REPORT / 2025SUSTAINABILITY AND ESG
CORPORATE GOVERNANCE / CONTINUED
Diversity
At Rakon, we are committed to a workforce reflecting the
diverse communities in which we operate and our customer
base, and to ensuring that our employees’ unique strengths
and characteristics are valued and celebrated.
We recognise the importance of inclusion and diversity in
helping to deliver our business objectives, fulfil the needs of
our customers and create a high-performing, values-driven
culture. Committing to inclusion and diversity means
incorporating inclusion and diversity into our talent acquisition,
talent management and succession management processes,
and into our values and culture.
Rakon’s Diversity and Inclusion Policy requires Rakon to set
objectives for measuring and promoting diversity and
inclusion within the company. Progress on these objectives is
required to be monitored and assessed by the People
Committee and the Board at least annually.
In FY25 the key objective set under Rakon’s Diversity and
Inclusion Policy was a consistent collation and recording of
human resources data including gender, ethnicity, tenure,
remuneration and benefits across its global operations. In
confirming this objective, the Board recognised that to be able
determine whether Rakon’s global recruitment, succession,
retention, development and remuneration strategies are in
alignment with Rakon’s Diversity and Inclusion Policy requires
access to comprehensive, reliable data on an iterative basis.
The process of collation and recording of human resources
data across Rakon’s global operations has significantly
improved, enabling enhanced reporting to the Board and
informing strategic decision making in relation to the review
of Rakon’s organisational structure. As at 31 March 2025,
women represented 33% (FY24: 29%) of Rakon’s Directors
and 30% (FY24: 22%) of Rakon’s Officers (as defined in NZX
Listing Rule 3.8.1(c)). A quantitative breakdown of the number
of male and female Directors and the number of male and
female Officers as at 31 March 2025 and as at 31 March
2024 is set out in the table below. Officers are the Chief
Executive and other direct reports of the Chief Executive
Officer having key functional responsibilities. Rakon gender
data across all its global teams can be found in the People
section pages 30-32.
Date of
determination31 March 202531 March 2024
Directors
Females233%229%
Males467%571%
Officers
Females330%222%
Males770%778%
Director Development
All Directors are encouraged to undertake appropriate training
and education to build on their governance and directorship
skills. Appropriate training and education includes: receiving
presentations on updates in governance practice; advice on
new and changing legal and regulatory frameworks; attending
technical and professional development courses; and
attending presentations from subject matter experts and
Rakon advisers. Senior management provide updates to the
Board on relevant industry and company issues. A number of
Rakon’s Directors maintain membership of the New Zealand
Institute of Directors. During the year, Rakon directors
received further training information in relation to climate
change and reporting and discussed training and
development needs of the Board as a whole and how they
can best be addressed in the Board’s annual work plan,
including by way of Deep Dive sessions.
Board, Committee and Director Evaluation
The Board Charter requires the Board to regularly consider
individual and collective performance, together with the skill
sets, training and development and succession planning
required to govern the business. Through FY25 the Board has
continued to reference the output and analysis of a Board
Evaluation process carried out in 2023 using the Institute of
Directors’ Kickstart Programme. Directors have sought to
monitor agreed actions and initiatives for Directors and
management that support the ongoing improvement of the
Board’s administration, operation and stewardship.
The charters of the Board’s Committees require the
Committees to undertake a self-review process, including
receiving feedback from the Board as a whole and reporting
50
RAKON / ANNUAL REPORT / 2025SUSTAINABILITY AND ESG
CORPORATE GOVERNANCE / CONTINUED
to the Board on the outcome of the reviews. Review and
evaluation checklists have been prepared for each Committee
for the purpose of review and evaluation exercises. Due to the
workload of the Committees and changes in the composition
of each Committee, the self-review processes planned for the
Committees in FY25 were not completed. Self-review is
included in the FY26 work plans of each of the Committees.
Independence
As of 1 April 2025, the Board comprises six non-executive
Directors. In order for a director to be independent, the Board
has determined, among other things, they must not be an
executive of Rakon and must have no disqualifying
relationships. The Board records guidance for determining
independence in its Charter and follows the guidelines in the
NZX Listing Rules.
By reference to this guidance, the Board considers that as at
1 April 2025 a majority (four) of the Directors are independent
of the company and do not have any interests, positions,
associations or relationships which might interfere, or might
be seen to interfere, with their ability to bring independent
judgement to the issues before the Board. After making due
inquiry the Board is satisfied none of the independent
Directors has been a director for 12 years or more, none has
a significant shareholding in Rakon and none has been an
employee, the auditor or an adviser of the company. The
Board accordingly confirms: Lorraine Witten (Chair), Mark
Bregman, Jon Raby and Lisbeth Jacobs are independent;
and Brent Robinson being a significant shareholder and
representing a significant shareholding and being a former
executive employee and Jung Meng Tseng, representing the
significant shareholding of Siward Crystal Technology Co.,
Limited, are not independent.
The Board recognises that from time to time it is appropriate
for the Board to confer without executive directors (if any) or
other senior management present, and for there to be
separate meetings of independent directors. The Board builds
regular sessions for Director only sessions and for
independent Directors to meet into its annual work plan.
The Chair of Rakon is an independent Director. While the
Board Charter does not require the Chair of the Board to be
an independent Director, if the Directors appoint a fellow
Director as Chair who is not independent, then they are
required, in accordance with the Charter, to disclose this fact
in the company’s annual report, along with reasons justifying
such a decision. The Rakon Board Charter records the Board’s
intention that the Chair and Chief Executive Officer shall not
be the same person.
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CORPORATE GOVERNANCE / CONTINUED
COMMITTEES
The Board has delegated certain activities to committees
to assist in the execution of its responsibilities. The
current standing committees of the Board are the Audit
and Risk Committee and the People Committee
(Committees).
The Committees meet as required and have terms of
reference (charters), which are approved and regularly
reviewed by the Board, and are available on Rakon’s website.
Membership of the Committees as at 1 April 2025 and
membership through FY25 is set out in the table (right ):
Audit and Risk CommitteePeople Committee
Membership
• Sinead Horgan (Chair to 27.08.24)
• Lorraine Witten (Chair from 27.08.24 to 24 .03.25)
• Keith Watson (member from 01.04.25 to 24 .03.25)
• Keith Oliver (member from 28.08.24 to 01.11.24)
• Mark Bregman (member from 01.11.24 to 31.03.25)
• Jon Raby (Chair from 24.03.25)
• Brent Robinson (member from 01.04.25)
• Keith Watson (Chair to 24.03 2025)
• Lorraine Witten
• Keith Oliver (member to 01.11.24)
• Mark Bregman (Chair from 01.04.25)
• Lisbeth Jacobs (member from 01.04.25)
Purpose
Ensure oversight of all matters related to Rakon’s financial
accounting and reporting, monitoring the processes
undertaken by external auditors and internal audit activity,
operational risk management and compliance with all
financial corporate governance requirements. Its duties
and responsibilities include:
• Review of consolidated financial statements.
• Oversight of compliance with financial reporting
requirements and accounting standards and policies..
• Review of performance of the external auditor, their
appointment and removal and their independence.
• Oversight of risk management framework, risk policies, risk
appetite and risk reviews including climate-related risks.
• Review of the adequacy and effectiveness of internal
controls.
• Oversight of insurance programme and treasury
management.
• Oversight of climate-related matters including reporting
Assist the Board in establishing coherent human resources,
remuneration and Director nomination policies and practices,
to support the successful management of Rakon. Its duties
and responsibilities include:
• Review of human resources strategy, organisational
structure and management succession planning,
• Review employee incentive schemes, remuneration for the
Chief Executive, senior management and Directors.
• Oversight of compliance with human resources and health
and safety legislation and policies.
• Oversight of Director succession planning, selection,
appointment and evaluation.
• Review induction and training programmes for new and
existing Directors.
• Review and monitor setting and implementation of
diversity and inclusion policy and objectives.
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CORPORATE GOVERNANCE / CONTINUED
The Committees review policies, which are within the scope
of their terms of reference, and monitor their implementation.
They examine reports, information and proposals and, where
appropriate, make recommendations to the full Board.
Committees do not act or make decisions on behalf of the
Board unless specifically mandated by prior authorisation from
the Board to do so.
All members of the Board receive the minutes of each of the
Audit and Risk Committee and People Committee meetings.
In pursuing its duties and responsibilities, each Committee is
empowered to seek any information it requires from
employees and to obtain independent legal or other
professional advice. Each Committee is required to report to
the Board after each meeting of the Committee.
The Audit and Risk Committee’s Charter provides that the
Committee must be comprised solely of Directors of Rakon,
have a minimum of three members, have a majority of
independent Directors and have at least one Director with
an accounting or financial background.
The NZX Corporate Code recommends that the Chair of
the Board should not be the Chair of the Audit and Risk
Committee. As a result of the resignation of the Chair of the
Committee effective on 27 August 2024 and due to the
length of time required to recruit a new Director qualified to
fill the role, during the course of FY25, from 28 August 2024
to 23 March 2025 the Chair of the Audit and Risk Committee
was the Chair of the Board. Effective from 24 March 2025,
the Chair of the Audit and Risk Committee is a newly
appointed independent Director with the required financial
and accounting qualifications and now two of the three
current members are independent Directors with accounting
qualifications and financial and business experience.
As demonstrated in the table on page 52, when other
vacancies arose the vacancies on the Committee were filled
by other Directors to ensure the Committee comprised a
minimum of three members.
Management may attend Committee meetings at the
invitation of the Committee Chairs.
The People Committee’s work plan reflects duties and
responsibilities that would otherwise be covered by separate
remuneration and nomination committees. This approach is
sensible from an administrative and resourcing perspective
and facilitates regular oversight of both remuneration and
nomination matters during the year. Currently Rakon health
and safety matters are the responsibility of the full Board with
oversight of legislative compliance and policy by the People
Committee. All three of the People Committee members are
independent Directors.
Other Committees
The Board Charter specifically requires the Board to assess
regularly whether there is a need for any further standing
committees. The Board expects that any committee
established should operate under a written charter. From time
to time, special purpose committees may be formed to review
and monitor specific projects with senior management.
In December 2023, the Rakon Board approved a formal
committee of independent Directors (Independent Committee)
and its terms of reference.
Control transaction protocols
Rakon does not have a specific takeover response or
control transaction policy. Rakon meets its control transaction
preparedness through training provided by external legal
counsel and through maintaining resources of up-to-date
guidance in the Directors’ Resource Centre. In December
2023 on receipt of a non-binding indicative offer, Rakon
convened a committee of independent Directors to oversee
disclosure, evaluation and response and engage expert legal
and financial advisers to advise the committee. The terms of
reference of the Independent Committee formed in FY24 were
approved by the Board and remained in effect through FY25.
The Board would form an independent control transaction
committee in the event of a control transaction.
REPORTING AND DISCLOSURE
Rakon’s Directors are committed to keeping investors and
the market informed of all material information about the
company and its performance, in a timely manner.
Continuous Disclosure
Rakon has a Continuous Disclosure Policy to ensure that
material information is identified, reported, assessed and
disclosed promptly and without delay to the market. This
policy is regularly reviewed and circulated to Directors and
employees, along with further guidance on the application of
the policy and additional reminders about its purpose and
importance. Continuous disclosure is a standing agenda item
for each Board meeting. At each meeting, the Board considers
whether there is any relevant material information that should
be disclosed to the market and minutes the outcome of that
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RAKON / ANNUAL REPORT / 2025SUSTAINABILITY AND ESG
CORPORATE GOVERNANCE / CONTINUED
consideration whether or not any disclosure obligation is
identified. In addition to all information required by law,
Rakon also seeks to disclose sufficient meaningful information,
including financial and non-financial information, to ensure
stakeholders and investors are kept well informed about
the company.
Key governance documents
Rakon makes its key governance documents available on its
website: rakon.com/investors/corporate-governance.
Financial information
Rakon’s business and finance teams are responsible for
implementing and maintaining the appropriate accounting and
financial reporting principles, policies and internal controls
designed to ensure compliance with accounting standards
and applicable laws and regulations.
The Audit and Risk Committee oversees the quality and
integrity of external financial reporting, including the accuracy,
completeness, clarity, balance and timeliness of financial
statements. The Committee reviews Rakon’s full and half-year
financial statements and makes recommendations to the
Board concerning accounting policies, areas of judgement,
compliance with accounting standards, stock exchange and
legal requirements, and the results of the external audit. All
matters required to be addressed, and for which the
Committee has responsibility, were addressed for the
reporting period ended 31 March 2025.
For the financial year ended 31 March 2025, the Directors
believe that proper accounting records have been kept, which
enable, with reasonable accuracy, the determination of the
financial position of the company and facilitate the compliance
of the financial statements with the Financial Markets Conduct
Act 2013. The Chief Executive Officer and Chief Financial
Officer have confirmed in writing to the Board that Rakon’s
external financial reports present a true and fair view of the
company’s financial position in all material aspects.
Rakon’s full and half-year financial statements for the current
year and the past nine years, are available on our website.
Non-financial information
Rakon combines its non-financial reporting into the Annual
Report, recognising the interdependence of financial and
non-financial matters to the long-term sustainability of the
business. In late FY22 Rakon carried out a formal process to
understand Environmental, Social and Governance (ESG)
priorities including engagement with stakeholders who helped
inform the focus of the development of our formal framework
for mature sustainability reporting. Since then, including
through FY25, Rakon has continued to be guided by the
roadmap first developed in 2022.
A key focus through FY25 has been the establishment of
improved practices to support Rakon’s environmental
record-keeping and reporting (including climate related
record-keeping and reporting required under the Climate-
related Disclosures regime in New Zealand established by the
External Reporting Board (XRB)). Rakon’s climate-related
disclosure report in relation to FY25 will be available on
Rakon’s website or before 31 July 2025:
rakon.com/investors/reports-presentations-events.
Rakon has also continued to develop its wider ESG
Framework and pursued initiatives that address its material
ESG topics. For further information on our progress through
FY25 see the Sustainability and ESG section of this report.
REMUNERATION
Rakon applies a fair and equitable approach to remuneration
having regard to the financial position of the company and the
external environment.
For full information please refer to the Remuneration section
at pages 110-114.
RISK MANAGEMENT
Rakon is committed to the identification, monitoring and
management of material financial and non-financial risks
associated with all its business activities in the interests
of all of its stakeholders.
The Board is responsible for Rakon’s system of risk
management and internal control and delegates day-to-day
management of risk to the Chief Executive Officer. The Audit
and Risk Committee provides additional and more specialised
oversight of the company’s risks to support the Board’s
oversight.
As recorded in the Audit and Risk Committee’s Charter, the
Board delegates specific responsibilities to the Committee to
ensure appropriate risk assurance processes are implemented.
The Committee’s work plan and meeting schedule provide
dedicated time for review of the company’s risk management
framework. The Committee is required to report its findings to
the full Board.
The Board and management are focused on the continuous
improvement and effectiveness of Rakon’s risk management
framework. The Board recognises that risk is anything that
54
RAKON / ANNUAL REPORT / 2025SUSTAINABILITY AND ESG
CORPORATE GOVERNANCE / CONTINUED
could potentially impact on Rakon’s ability to achieve its
business goals and objectives and therefore risk management
is interconnected with the company’s strategy and business
plan.
Rakon’s risk management framework is designed to facilitate
identification of strategic, operational and financial risks, both
existing and emerging, and that these are assessed as
regards likelihood of occurrence and impact; have risk
mitigation plans; have defined management accountability;
and are reviewed on an ongoing basis.
Key risks are those risks with material implications to Rakon.
Management is required to report key risks to the Audit
and Risk Committee and Board for further review and
oversight including reviewing them relative to the Board’s
appetite for risk and the effectiveness of the implementation
and maintenance of the risk management and internal
control systems.
A high-level overview of key risks for Rakon is set out in the
following table.
Rakon’s key risks include
IssueRisk Description Controls and Mitigations
Health, Safety
and Well-being
Employee workplace accidents
and illness
Rakon maintains a global focus on health, safety and well-being.
Information on the management of health, safety and well-being across
Rakon’s global operations is provided regularly to the Board, including
incident reporting, health and safety employee meetings, drills, audits,
training and critical risks.
Product QualityDefects in product causing
losses or damage to customers
or public
Rakon maintains global quality management systems (ISO certified at
main manufacturing sites in New Zealand and India) and strong cultural
focus on quality and regular comprehensive reporting to the Board.
Competition
and Technology
Disruption
Competing technology and
technology disruption and
commoditisation
Rakon maintains significant investment in R&D and a strategic focus on
technology leadership in the frequency control product industry.
Business
Continuity
Catastrophic events and supply
chain disruption
Rakon maintains business continuity protocols to support business
management systems and a focus on dual sourcing and inventory
management.
Access to
Markets
Geo-political issues and climate
change affecting suppliers of
parts and product sales
Rakon maintains a strategic diversification of global suppliers, product
lines, customers and operating locations.
Cyber Security Cyber-attack or data breachRakon maintains a continuous improvement focus and has policies, practices
and control mechanisms to protect personal, customer and business
information and to address risk of cyber attacks and data breaches.
Compliance Regulatory and contractual
compliance across global
operations including in relation
to trade and export controls.
Rakon maintains compliance training, monitoring and assurance
processes and reviews its compliance practices on a regular basis.
55
RAKON / ANNUAL REPORT / 2025SUSTAINABILITY AND ESG
CORPORATE GOVERNANCE / CONTINUED
In conjunction with its risk management framework Rakon
reviews its insurance programme annually to ensure it
maintains an appropriate level of insurance cover for its
insurable risks. Annual insurance planning forms a key part
of the annual work plan of the Audit and Risk Committee.
Details of Rakon’s financial risk management are available
in section 24 of the Notes to the Financial Statements on
page 95.
Health, Safety and Well-being
Health, safety and well-being matters are the responsibility
of the full Board, with oversight of policy and legislative
compliance by the People Committee. The Board recognises
that effective management of employee health, safety
and well-being is essential to prevent harm and promote
well-being for employees, contractors and customers and
for the operation of a successful business.
The Board is responsible for governance and oversight of
Rakon’s health and safety framework. This includes ensuring
that the systems used to identify and manage health and
safety risks foster an effective health and safety culture, set
clear expectations, are fit for purpose, and are effectively
implemented, properly resourced, regularly reviewed and
continuously improved.
Rakon works with its global teams and regularly reviews its
health and safety policy and practices to achieve consistency
of behaviour, processes and expectations across its global
businesses.
Climate-related risks
Rakon documents, scores and manages operational
climate-related risks through its ISO14001 Environmental
Management System processes.
Rakon recognises the importance of fully integrating its
climate-related risk assessment processes into its risk
management framework and ensuring management review
and Board-level oversight. The Board requires that the impact
of climate change risks and opportunities form part of Rakon’s
strategic and financial planning. In FY25 Rakon reviewed its
assessment of its climate-related risks and opportunities for
the purpose of its mandatory climate-related disclosures.
The examination of climate-related risks has formed part of
the work contributing to Rakon’s Climate Statement which will
be available on Rakon’s website on or before 31 July 2025:
rakon.com/investors/reports-presentations-events.
56
RAKON / ANNUAL REPORT / 2025SUSTAINABILITY AND ESG
CORPORATE GOVERNANCE / CONTINUED
AUDITORS
External Audit
The Board is committed to ensuring audit independence
in order that Rakon’s external financial reporting is highly
objective and without bias.
The Audit and Risk Committee reviews the independence,
quality and cost of the audit undertaken by the company’s
external auditor and provides a formal channel of
communication between the Board, senior management and
external auditor. For the financial year ended 31 March 2025,
PricewaterhouseCoopers (PwC) was Rakon’s external auditor,
a position it has held since 2006.
As outlined in the Audit and Risk Committee Charter, the
Committee regularly meets with the external auditor to
approve the terms of engagement and audit fee, and to
review and provide feedback in respect of the annual audit
plan. The Charter also provides for the Committee to ensure
the audit partner from the external audit firm is changed every
five years. A comprehensive review and formal assessment of
the independence and effectiveness of the external auditor is
undertaken periodically. The current audit partner is new to
the Rakon audit having taken up the position in FY25. The
Audit and Risk Committee also assesses the auditor’s
independence on an annual basis. The Committee routinely
allows time to meet with the external audit partner without
management present.
All audit work at Rakon is fully separated from non-audit
services, to ensure that appropriate independence is
maintained. PwC provided other services in FY25 including
the engagement of the PwC Sustainability Reporting &
Assurance team to carry out a limited assurance of Rakon’s
greenhouse gas emissions reporting in its climate-related
disclosures for FY25. These services were deemed to have
no effect on the independence or objectivity of the auditor in
relation to audit work. The fees paid to PwC for audit and
non-audit work are identified at section 6 in the Notes to the
Financial Statements in this 2025 Annual Report.
Rakon’s External Auditor Independence Policy provides
comprehensive and current guidance to Directors and
management to assist them in determining the services
that may or may not be performed by the external auditor.
PwC is asked to provide the Audit and Risk Committee with
written confirmation that, in their view, they were able to
operate independently during the FY25 audit.
The audit partner of the company’s external auditor, PwC,
is asked to attend the company’s annual meetings, and to
be available to answer questions from shareholders at
those meetings. The previous PwC audit partner attended
Rakon’s 2024 Annual Meeting of shareholders and the new
audit partner is expected to be in attendance at the 2025
Annual Meeting.
Internal Audit
Rakon has a number of internal controls overseen by the
Audit and Risk Committee and/or the Board, which are
supported by policy, processes and procedures and regular
reporting. These include controls for computerised information
and management systems, cyber risk and information security,
business continuity management plans, insurance, health and
safety procedures, conflicts of interest registers, processes for
prevention and identification of fraud and legislative
compliance review processes.
The company does not have a permanent in-house or
externally resourced internal audit function. From time to
time, and as required, external providers are engaged to
review its systems and internal controls. To maintain its ISO
(International Standard Organisation) accreditation for a
number of its management systems, including its Quality
Management System and Environmental Management
System, Rakon is subject to rigorous, regular independent
audits.
The Board considers an assurance programme providing
for regular review of key processes and controls supporting
critical business operations, strategic objectives and risk
management is an important pillar of its governance
framework and is building assurance requirements into its
risk management framework.
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RAKON / ANNUAL REPORT / 2025SUSTAINABILITY AND ESG
CORPORATE GOVERNANCE / CONTINUED
SHAREHOLDER RIGHTS AND RELATIONS
We are committed to open and regular dialogue and
engagement with shareholders.
Rakon seeks to ensure that investors understand its
activities by communicating effectively with them and giving
them access to clear and balanced information. The Board
regularly reviews its shareholder communications strategy
and Rakon has a dedicated Investor and Corporate
Communications Manager.
Rakon maintains a website: www.rakon.com where
shareholders and other stakeholders may obtain information
about the company, financial and other information released
to the market, up-to-date product information and key
governance information, including its Business Code of
Conduct, Board and committee charters and other policies.
The annual Corporate Governance Report is available on
Rakon’s website in the relevant Annual Report.
Rakon’s latest annual Climate Statement is available on
the Rakon website.
Rakon has a calendar of communications and events for
shareholders, including but not limited to:
• Annual Report and half-year shareholder communications
• Annual and half-year results announcements
• Annual and interim business update and results
presentations
• Annual meetings
• Investor events
• Ad hoc investor presentations to institutional investors
and retail brokers
Rakon maintains:
• Easy access to information through the Rakon website:
www.rakon.com
• Access to a dedicated investor relations email address:
investors@rakon.com
• Option to sign-up via website to receive email notifications
of investor news
• Option to sign-up via website to receive product updates
Shareholders are actively encouraged to attend the company’s
annual meetings and vote on major decisions, which affect
Rakon. Voting is by poll, upholding the ‘one share, one vote’
philosophy. Shareholders may raise matters for discussion at
these events. In 2024, Rakon’s annual meeting was a hybrid
meeting allowing those not present at the meeting venue in
Auckland, New Zealand to actively participate in the meeting.
Shareholders and their proxies were able to vote and ask
questions and to view the live presentations whether they
attended the meeting in person or online. Rakon believes this
practice recognises the wide geographic dispersion of
shareholders in New Zealand and overseas as well as offering
greater choice to shareholders and other stakeholders.
All shareholders have the option to elect to receive electronic
communications from the company through the company’s
share registrar (Computershare) and by electing to receive
email notifications of investor news from the company.
In addition to shareholders, Rakon has a wide range of
stakeholders and maintains open channels of communication
for all audiences, including brokers, the investing community
and the New Zealand Shareholders’ Association (NZSA), and
regulators, as well as Rakon employees, customers and
suppliers. In accordance with the Companies Act 1993,
Rakon’s Constitution and the NZX Listing Rules, Rakon will
refer major decisions which may change the nature of Rakon
to shareholders for approval.
The Board notes the NZX Corporate Governance Code
recommendation in relation to considering the interests of all
existing financial product holders. The Board will take account
of the recommendation in the event of a capital raise, as well
as the expectation that it should explain why any capital
raising method other than pro-rata was preferred when
reporting against the NZX Code.
It is the Board’s expectation and company practice that the
Notice of Annual Meeting or notice of any special meeting is
sent to shareholders and posted on the company’s website at
least 20 working days prior to the relevant meeting.
58
RAKON / ANNUAL REPORT / 2025SUSTAINABILITY AND ESG
Crystal Filter
A filter that allows only the desired frequency to pass through
to the output.
Crystal Micro-Electro-Mechanical System (XMEMS
®
)
Rakon’s advanced quartz-based resonator technology. It is
made using Rakon’s NanoQuartz™ microfabrication process,
delivering unprecedented resonator and oscillator performance.
Crystal Oscillator (XO)
A crystal resonator combined with appropriate circuitry to
generate a variety of repeating electrical signal waveforms
(e.g. CMOS /square wave).
Crystal (Xtal) Resonator
At the heart of XOs, VCXOs, TCXOs and OCXOs are quartz
crystal resonators, which naturally oscillate at a certain
frequency with electrical stimulation. This frequency is
based off their width and the piezoelectric effect.
GNSS receiver (Global Navigation Satellite System receiver)
These subsystems acquire and processes signals from
navigation satellites to determine precise location (latitude,
longitude, and altitude), velocity, and time.
Glossary
Master Reference Oscillator (MRO)
Used as the main source of frequency generation for satellite
payloads, Rakon’s MRO subsystems provide highly accurate
and stable frequency references, and precision timing that
enable satellite communications and synchronisation.
Oscillator
A circuit or device that generates a fixed frequency signal
and consists of a resonator and electronic components.
Oven Controlled Crystal Oscillator (OCXO)
A crystal oscillator that uses a miniaturised oven to keep
its internal temperature constant.
Oven Controlled SAW Oscillator (OCSO)
An oven controlled oscillator using Surface Acoustic Wave
(SAW) technology.
Surface Acoustic Wave (SAW) Resonator
At the heart of SAW oscillators are SAW resonators. This is
a special type of crystal resonator that has the piezoelectric
effect occurring on the resonator’s surface, compared to
traditional resonators which are through the bulk of the
crystal resonator.
Temperature Compensated Crystal Oscillator (TCXO)
A crystal oscillator with additional circuitry to remove frequency
variations due to temperature change.
Ultra Stable Oscillator (USO)
An extremely stable oscillator used in high-end Space and
instrumentation applications.
Ultra Stable TCXO
Using unique technology these TCXOs can achieve stabilities
of 50 parts per billion (ppb) over temperature.
Voltage Controlled Crystal Oscillator (VCXO)
A VCXO is an XO that allows the user to manually adjust a control
voltage; it helps to compensate for instabilities in the output
frequency. It is mainly used to bring the oscillator back to frequency
after being impacted by instabilities (e.g. long term stability).
Voltage Controlled Oscillator (VCO)
A purely electronic oscillator circuit with an adjustable output
frequency, without the use of a crystal or SAW resonator.
Voltage Controlled SAW Oscillator (VCSO)
Similar to the VCXO, but uses a SAW resonator instead
of a traditional crystal resonator.
FIND OUT MORE
Visit our Investor Centre: www.rakon.com/investors
Definition of Underlying EBITDA
Rakon has used ‘Underlying EBITDA’ as a non-gap financial measure in this 2025 Annual Report document. Underlying EBITDA
is defined as ‘Earnings before interest, tax, depreciation, amortisation, impairment, employee share schemes, non-controlling
interests, adjustments for associate’s share of interest, tax and depreciation, loss on disposal of assets and other cash and
non-cash items’. Refer to note 4 of the Financial statements section of this document for additional information including a
reconciliation to Net Profit After Tax (NPAT).
59
RAKON / ANNUAL REPORT / 2025SUSTAINABILITY AND ESG
FINANCIAL STATEMENTS
AND OTHER DISCLOSURES
60
RAKON / ANNUAL REPORT / 2025
FINANCIAL STATEMENTS
The Directors are responsible for ensuring that the consolidated financial statements fairly present
the financial position of the Group as at 31 March 2025 (FY2025) and the financial performance
and cash flows for the year ended on that date.
The Directors consider that the consolidated financial statements of the Group have been
prepared using appropriate accounting policies, consistently applied and supported by reasonable
judgements and estimates, and that all relevant financial reporting and accounting standards have
been followed.
The Directors believe that proper accounting records have been kept, which enable, with reasonable
accuracy, the determination of the financial position of the Company and the Group and facilitate
compliance of the consolidated financial statements with the Financial Markets Conduct Act 2013.
The Directors consider they have taken adequate steps to safeguard the assets of the Company
and the Group and to prevent and detect fraud and other irregularities.
The Directors present the consolidated financial statements, set out in pages 61 – 105, of Rakon
Limited and its subsidiaries for the year ended 31 March 2025.
The Board of Directors of Rakon Limited authorised these consolidated financial statements for
issue on 27 May 2025.
On behalf of the Directors
Directors’ StatementTable of Contents
L WITTEN
CHAIR
27 May 2025
J RABY
CHAIR OF THE AUDIT AND RISK COMMITTEE
27 MAY 2025
Directors’ Statement 61
Consolidated Statement of Comprehensive Income 62
Consolidated Statement of Changes in Equity 63
Consolidated Balance Sheet 64
Consolidated Statement of Cash Flows 65
Notes to the Consolidated Financial Statements 67
Independent Auditor’s Report 106
Directory 120
61
RAKON / ANNUAL REPORT / 2025
FINANCIAL STATEMENTS
Note
2025
$000s
Restated*
2024
$000s
Revenue5103,661128,010
Cost of sales(59,009)(70,151)
Gross profit44,65257,859
Other operating income7758350
Operating expenses
Selling and marketing(12,429)(11,139)
Research and development6(11,689)(17,684)
General and administration(30,922)(30,610)
Total operating expenses(55,040)(59,433)
Other gains/(losses) – net82,0444,092
Operating (loss)/profit(7,586)2,868
Finance income9501529
Finance costs9(1,329)(725)
Share of net profit/(losses) of associates161,302(2,587)
(Loss)/Profit before income tax(7,112)85
Income tax benefit201,2634,168
Net (loss)/profit after tax for the year attributable to equity
holders of the Company(5,849)4,253
Note
2025
$000s
Restated*
2024
$000s
Other comprehensive income/(loss)
Items that may be reclassified subsequently to profit or loss
(Decrease)/Increase in fair value cash flow hedges(2,098)1,256
Cost of hedging(1,058)(190)
Income tax relating to components of other
comprehensive income884(298)
Exchange differences on translation of foreign operations3,7601,184
Items that will not be reclassified subsequently to profit or loss
Decrease in fair value of equity investments – Thinxtra(64)(1,529)
Other comprehensive income for the year, net of tax1,424423
Total comprehensive (loss)/income for the year attributable
to equity holders of the Company(4,425)4,676
Earnings per share attributable to the equity holders of the CompanyCentsCents
Basic earnings per share22(2.6)1.9
Diluted earnings per share22(2.6)1.9
Consolidated Statement of Comprehensive Income
For the year ended 31 March 2025
The accompanying notes form an integral part of these consolidated financial statements.
* Refer to note 15 for restatement of leases and note 16 for restatement of interest in associates.
62
RAKON / ANNUAL REPORT / 2025
FINANCIAL STATEMENTS
Consolidated Statement of Changes in Equity
For the year ended 31 March 2025
The accompanying notes form an integral part of these consolidated financial statements.
* Refer to note 15 for restatement of leases and note 16 for restatement of interest in associates.
Note
Share capital
$000s
Restated*
Accumulated losses/
Retained earnings
$000s
Other
reserves
$000s
Total equity
$000s
Balance at 1 April 2023181,02493(24,253)156,864
Prior period restatement
Prior period adjustment to leases15–(208)–(208)
Restated opening balance at 1 April 2023181,024(115)(24,253)156,656
Net profit after tax for the year–4,515–4,515
Currency translation differences23––1,1841,184
Cash flow hedges, net of tax23––768768
Changes in fair value of equity investments at fair value through other comprehensive income – Thinxtra23––(1,529)(1,529)
Total comprehensive income for the year–4,5154234,938
Contribution of equity net of transaction costs
Restatement of share of net losses of associates16–(255)–(255)
Restatement of prior period adjustment to leases15–(7)–(7)
Dividend paid21–(3,482)–(3,482)
Dividend reinvestment plan issues21568––568
Employee share schemes
Share options28––398398
Balance at 31 March 2024 (Restated)181,592656(23,432)158,816
Net loss after tax for the year–(5,849)–(5,849)
Currency translation differences23––3,7603,760
Cash flow hedges, net of tax23––(2,272)(2,272)
Changes in fair value of equity investments at fair value through other comprehensive income – Thinxtra23––(64)(64)
Total comprehensive (loss)/income for the year–(5,849)1,424(4,425)
Contribution of equity net of transactions on costs
Employee share schemes
Share options28––160160
Balance at 31 March 2025181,592(5,193)(21,848)154,551
63
RAKON / ANNUAL REPORT / 2025
FINANCIAL STATEMENTS
Consolidated Balance Sheet
As at 31 March 2025
The accompanying notes form an integral part of these consolidated financial statements.
* Refer to note 15 for restatement of leases and note 16 for restatement of interest in associates.
Note
2025
$000s
Restated*
2024
$000s
Assets
Current assets
Cash and cash equivalents1015,32317,831
Trade and other receivables1153,49651,936
Inventories1246,38754,906
Derivative financial instruments2413492
Financial asset at fair value through profit or loss24–7
Current income tax asset1,1591,001
Total current assets116,499125,773
Non-current assets
Property, plant and equipment1341,51440,143
Intangible assets1419,85510,824
Right-of-use assets159,1106,996
Interest in associate1613,66211,698
Trade and other receivables112,7312,719
Financial asset at fair value through other comprehensive
income – Thinxtra334399
Derivative financial instruments2480734
Deferred tax asset2012,9379,085
Total non-current assets100,95081,898
Total assets217,449207,671
Note
2025
$000s
Restated*
2024
$000s
Liabilities
Current liabilities
Borrowings171,4391,439
Trade and other payables1829,21825,565
Current income tax liabilities1,046851
Lease liabilities152,6122,008
Provisions198691,030
Derivative financial instruments242,9203,003
Total current liabilities38,10433,896
Non-current liabilities
Borrowings1710,9655,158
Provisions193,3143,781
Lease liabilities157,4895,811
Derivative financial instruments242,886138
Deferred tax liabilities2014071
Total non-current liabilities24,79414,959
Total liabilities62,89848,855
Net assets154,551158,816
Equity
Share capital21181,592181,592
Other reserves23(21,848)(23,432)
(Accumulated losses)/ retained earnings(5,193)656
Total equity154,551158,816
64
RAKON / ANNUAL REPORT / 2025
FINANCIAL STATEMENTS
Consolidated Statement of Cash Flows
For the year ended 31 March 2025
The accompanying notes form an integral part of these consolidated financial statements. Refer to note 10 for the breakdown of cash and cash equivalents.
2025
$000s
2024
$000s
Operating activities
Cash was provided from
Receipts from customers105,947136,611
R&D grants received1,5962,138
Other income received2,670594
110,213139,343
Cash was applied to
Payment to suppliers and others(45,830)(57,621)
Payment to employees(53,851)(59,770)
Interest paid(1,151)(775)
Income tax paid(386)(3,234)
(101,218)(121,350)
Net cash inflow from operating activities8,99517,993
Investing activities
Cash was applied to
Purchase of property, plant and equipment(7,137)(12,715)
Purchase of intangibles(9,824)(4,314)
Net cash outflow from investing activities(16,961)(17,029)
2025
$000s
2024
$000s
Financing activities
Cash was provided from
Proceeds from borrowings8,392875
8,392875
Cash was applied to
Repayment on borrowings(1,584)(1,317)
Lease liabilities payments(2,182)(1,901)
Dividend paid–(2,914)
(3,766)(6,132)
Net cash inflow/(outflow) from financing activities4,626(5,257)
Net decrease in cash and cash equivalents(3,340)(4,293)
Effects of exchange rate changes on cash and cash equivalents832407
Cash and cash equivalents at the beginning of the year17,83121,717
Cash and cash equivalents at the end of the period15,32317,831
Composition of cash and cash equivalents
Cash and cash equivalents15,32317,831
Total Cash and cash equivalents15,32317,831
65
RAKON / ANNUAL REPORT / 2025
FINANCIAL STATEMENTS
Consolidated Statement of Cash Flows (continued)
For the year ended 31 March 2025
The accompanying notes form an integral part of these consolidated financial statements.
2025
$000s
2024
$000s
Reconciliation of net profit to net cash flows from
operating activities
Reported net (loss)/profit after tax(5,849)4,253
Adjustments for following items
Depreciation and amortisation expense9,8218,307
Net increase/(decrease) in allowance for expected credit loss54(497)
Movement in provisions(583)585
Movement in foreign exchange rates(1,787)3,632
Share of net loss of associate(1,302)2,587
Deferred tax movement(2,664)(5,785)
Net finance costs828196
Gain from termination of lease–(126)
Employee share based expense160446
4,5279,345
Change in operating assets and liabilities
(Increase)/decrease in trade and other receivables(1,626)2,816
Decrease in inventories8,5197,708
Decrease in provisions(45)(7)
Increase/(decrease) in trade and other payables2,659(4,505)
Increase/(decrease) in tax provisions and deferred tax810(1,617)
Total impact of changes in working capital items10,3174,395
Net cash flow from operating activities8,99517,993
66
RAKON / ANNUAL REPORT / 2025
FINANCIAL STATEMENTS
Notes to the consolidated financial statements
1. General information 68
2. Going concern 68
3. Statement of material accounting policies 68
4. Segment information 69
5. Revenue 72
6. Expenditure included in net profit 73
7. Other operating income 75
8. Other gains/(losses) – net 75
9. Net finance (costs)/income 76
10. Cash and cash equivalents 76
11. Trade and other receivables 76
12. Inventories 78
13. Property, plant and equipment 79
14. Intangible assets 81
15. Leases 83
16. Interest in associate 85
17. Borrowings 88
18. Trade and other payables 89
19. Provisions 89
20. Taxation 91
21. Share capital 93
22. Earnings per share 93
23. Other reserves 94
24. Financial risk and capital management 95
25. Capital Commitments 101
26. Principal subsidiaries 101
27. Related party transactions 102
28. Share based payments 102
29. Contingencies 105
30. Subsequent events 105
67
RAKON / ANNUAL REPORT / 2025
FINANCIAL STATEMENTS
1. GENERAL INFORMATION
Rakon Limited (‘the Company’ and parent company) and its subsidiaries (‘the Group’) are a global
technology company that design and manufacture advanced frequency control and timing solutions
for a wide range of applications. Rakon’s core markets are Telecommunications, Space & Defence,
and Global Positioning. The Company is a limited liability company, incorporated and domiciled in
New Zealand, and listed on the New Zealand Stock Exchange (NZX code: RAK). The address of
the registered office is 8 Sylvia Park Road, Mt Wellington, Auckland.
The Company is registered under the Companies Act 1993 and is a FMC reporting entity under
Part 7 of the Financial Markets Conduct Act 2013. The consolidated financial statements of the
Group have been prepared in accordance with the requirements of Part 7 of the Financial Markets
Conduct Act 2013 and the NZX (Main Board) Listing Rules.
The consolidated financial statements of the Group have been presented in New Zealand dollars
and have been rounded to the nearest thousand unless otherwise indicated.
2. GOING CONCERN
These consolidated financial statements have been prepared on a going concern basis. The Directors
are not aware of material uncertainties related to events or conditions that may cast significant doubt
upon the entity’s ability to continue as a going concern. In making this assessment management and
the Directors considered factors including the current profitability and forecast of the Group, current
market conditions, and Group liquidity.
3. STATEMENT OF MATERIAL ACCOUNTING POLICIES
a. Basis of preparation and measurement base
The consolidated financial statements of the Group have been prepared in accordance
with New Zealand Generally Accepted Accounting Practice (NZ GAAP). They comply with
New Zealand equivalents to International Financial Reporting Standards (NZ IFRS), other
New Zealand accounting standards and authoritative notices that are applicable to entities that
apply NZ IFRS. The consolidated financial statements also comply with International Financial
Reporting Standards Accounting Standards (IFRS Accounting Standards). The Group is a Tier 1
for-profit entity.
The consolidated financial statements have been prepared on a historical cost basis, with the
exception of certain financial assets and liabilities, and equity instruments, which are measured
at fair value.
b. Basis of consolidation and equity accounting
The financial statements of the parent and subsidiaries are included in the Group’s consolidated
financial statements from the date on which control commences until the date on which control
ceases. Refer to note 26 for information on subsidiaries. All material intercompany transactions,
balances and unrealised gains on transactions between the parent and subsidiaries are eliminated
on consolidation. Interest in associates are accounted for by using the equity method, refer to
note 16.
c. Material accounting estimates and judgements
The preparation of the consolidated financial statements in accordance with NZ IFRS requires
management to make judgements, estimates and assumptions that affect the application of
policies and reported amounts of assets and liabilities, income and expenses. The estimates and
assumptions that involved a higher degree of judgement or complexity, or are material to the
consolidated financial statements are listed below and disclosed within the specified notes:
• Impairment assessment (note 14)
• Calculation of inventory provision (note 12)
• Capitalisation of research and development (note 14)
d. Material accounting policy information and new accounting standards
Material accounting policy information adopted in the preparation of these consolidated financial
statements are disclosed within each of the applicable notes to the consolidated financial
statements. The accounting policies have been consistently applied to all years presented except for
the following standards and amendments that the Group is applying for the first time for its annual
reporting period commencing 1 April 2024. Following changes did not have a material impact on
the Group’s reporting:
• Amendments to FRS 44 – Disclosure of Fees for Audit Firms’ Services
68
RAKON / ANNUAL REPORT / 2025
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / CONTINUED
e. New standards and interpretations not yet adopted
Certain new accounting standards and amendments to accounting standards and interpretations
listed below have been published but are not mandatory for the 31 March 2025 reporting period
and have not been early adopted by the Group. The impact of the standard has not yet been
assessed.
• NZ IFRS 18 Presentation and Disclosure in Financial Statements
The following standards, amendments or interpretations are not expected to have a material impact
on the entity in the current or future reporting periods and on foreseeable future transactions.
• Amendments to NZ IFRS 9 and NZ IFRS 7 – Amendments to the Classification and
Measurement of Financial Instruments
• Amendments to NZ IFRS 10 and NZ IAS 28 – Sale or Contribution of Assets between
an Investor and its Associate or Joint Venture
• Amendments to NZ IFRS 10 – De Facto Agent
• Amendment to NZ IAS 21 – Lack of Exchangeability
f. Foreign currency translation
Functional and presentation currency
The financial statements of each of the Group’s overseas operations are measured using
the currency of the primary economic environment in which the overseas entity operates
(the functional currency). The consolidated financial statements are presented in New Zealand
dollars (the presentation currency), which is also the functional currency of the Company.
Transactions and balances
Foreign currency transactions are translated into the relevant functional currency of the Group’s
overseas operations at the exchange rates at the dates of the transactions. Monetary assets and
liabilities denominated in foreign currencies at balance date are translated to the functional currency
at the foreign exchange rate at that date. Foreign exchange differences arising from translation are
recognised in the Consolidated Statement of Comprehensive Income, except for qualifying cash
flow hedges which are recognised in Other Comprehensive Income (OCI). Non-monetary assets
and liabilities that are measured in terms of historical cost in a foreign currency are translated using
the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in
foreign currencies that are stated at fair value are translated at foreign exchange rates at the dates
the fair value was determined.
The assets and liabilities of all Group companies that have a functional currency that differs
from the Group’s presentation currency, including goodwill and fair value adjustments arising on
consolidation, are translated to New Zealand dollars at foreign exchange rates at balance date.
The revenues and expenses of these foreign operations are translated to New Zealand dollars
at rates approximating to foreign exchange rates at the dates of the transactions. Exchange
differences arising from the translation of foreign operations are recognised in the foreign currency
translation reserve, refer to note 23.
Goodwill and fair value adjustments arising from the acquisition of a foreign entity are treated as
assets and liabilities of the foreign entity and are translated at the foreign exchange rates at the
balance date.
4. SEGMENT INFORMATION
The chief operating decision maker (CODM) is responsible for allocating resources and assessing
performance of the operating segments. CODM for the Group is the Chief Executive Officer.
The operating segments are presented in a manner consistent with the internal reporting provided
to the CODM. Judgement has been applied in the determination of reportable operating segments.
Ownership of intellectual property has been used as the key factor to identify reportable operating
segment, and aggregation criteria are based on synergies between the businesses not limited by
geography.
The CODM assess the performance of the operating segments based on ‘Underlying EBITDA’,
a non-GAAP measure, defined as: ‘Earnings before interest, tax, depreciation, amortisation,
impairment, employee share schemes, non-controlling interests, adjustments for associate’s
share of interest, tax & depreciation, loss on disposal of assets and other cash and non-cash items.
The CODM receives information about the segments’ revenue on monthly basis.
69
RAKON / ANNUAL REPORT / 2025
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / CONTINUED
a. Segment results
Information relating to each reportable segment is set out below:
31 March 2025
NZ
$000s
France/
India
$000s
France
HiRel
$000s
T’maker
$000s
Other
1
$000s
Total
$000s
Segment revenue by market
Telecommunications33,01613,202485–(1,275)45,428
Global positioning10,75998343–(302)10,898
Aerospace and defence12,9633,21926,683–(433)42,432
Other1,5371403,324–(98)4,903
Total segment revenue
by market58,27516,65930,835– (2,108)103,661
Underlying EBITDA2,549(7,785)8,4213,5162,7729,473
Total assets
2
100,82452,90837,67213,66212,383217,449
Additions of property, plant and
equipment, and intangibles8,2212,7465,993–116,961
Total liabilities
3
34,47238915,986–12,05162,898
31 March 2024 Restated*
NZ
$000s
France/
India
$000s
France
HiRel
$000s
T’maker
$000s
Other
1
$000s
Total
$000s
Segment revenue by market
Telecommunications38,81032,296256–(4,505)66,857
Global positioning14,089426360–(1,016)13,859
Aerospace and defence15,7362,55119,779–(1,257)36,809
Other4,3281406,516–(499)10,485
Total segment revenue
by market72,96335,41326,911– (7,277)128,010
Underlying EBITDA9,3161,7184,732(952)(1,382)13,432
Total assets
2
101,96955,47236,62111,6981,911207,671
Additions of property, plant and
equipment, and intangibles6,9305,4844,615––17,029
Total liabilities
3
23,43613,76610,576–1,07748,855
* Refer to note 15 for restatement of leases and note 16 for restatement of interest in associates.
1
Other – is losses in relation to revenue on cash flow hedges apportioned to each market based on hedged
currency. The Group’s treasury function is carried out centrally at head office in New Zealand, refer note 24.
2
Segment assets are measured in the same way as in the consolidated financial statements. These assets
are presented as it is regularly provided to the chief operating decision maker.
3
Segment liabilities are measured in the same way as in the consolidated financial statements. These liabilities
are presented as it is regularly provided to the chief operating decision maker.
70
RAKON / ANNUAL REPORT / 2025
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / CONTINUED
b. Segment description and principal activities
The New Zealand (NZ) operating segment designs and manufactures products for Telecommunications,
Global Positioning and Defence markets. The segment includes research and development (R&D)
engineering teams located in NZ and UK that develop new products and process innovations.
The France/India operating segment designs and manufactures products for the Telecommunication
market. Research and development and support services are in France, with manufacturing in India.
Rakon’s India facility in Bengaluru contract manufactures products exclusively for the Group. They also
design and manufacture products for the local Indian defence, aeronautics and space markets. Though
there is potential for future growth in the domestic market, this business currently is not large enough
for the CODM to view separately, therefore is aggregated with France Telecom.
The France HiRel operating segment designs and manufactures products for the Aerospace & Defence
markets. Design, support services and manufacturing are predominantly carried out in France.
The Timemaker Group (T’maker) produces crystal blanks and represents the Group’s 37.07%
(2024: 37.07%) ownership interest, refer to note 16.
All other segments (Other) include Rakon Financial Services Limited, Rakon UK Holdings Limited,
and Rakon Investment HK Limited. These are not operating segments and are not separately included
in reports provided to the CODM. Also included are the head office, and group sales and marketing
services segments. These are reported separately to the CODM.
Recently, Rakon has announced details of an organisational transformation which includes a realignment
of its global Business Units. Rakon currently is under transition to a market-based business structure
under which two global Business Units have been established: Aerospace and Defence (Aerospace,
Defence), and Commercial (Telecom, AI, Positioning and Other). These changes will be reflected in
segment reporting once fully implemented. The were no changes in the internal reporting provided
to the CODM to date as a result of this process.
c. Reconciliation of Underlying EBITDA to net profit after tax for the year
Underlying EBITDA is a non-GAAP measure that has not been presented in accordance with
GAAP. The Directors present Underlying EBITDA as a useful non-GAAP measure to investors,
to understand the underlying operating performance of the Group and each operating segment,
before the adjustment of specific cash and non-cash items and before cash impacts relating to
the capital structure and tax position. Underlying EBITDA is considered by the Directors to be
the best measure of how each operating segment within the Group is performing. Management
uses the non-GAAP measure of Underlying EBITDA internally, to assess the underlying operating
performance of the Group and each operating segment.
Note
2025
$000s
Restated*
2024
$000s
Underlying EBITDA9,47313,432
Depreciation and amortisation6(9,821)(8,307)
Adjustment for associate share of interest, tax and depreciation(2,246)(1,642)
Finance costs – net9(828)(196)
Long term incentive scheme28100(643)
One-off costs relating to acquisition proposals6(2,339)(2,206)
Redundancy costs(1,228)(305)
Other non-cash items(223)(48)
Loss before income tax(7,112)85
Income tax benefit201,2634,168
Net (loss)/profit after tax for the year(5,849)4,253
* Refer to note 15 for restatement of leases and note 16 for restatement of interest in associates.
71
RAKON / ANNUAL REPORT / 2025
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / CONTINUED
5. REVENUE
The Group designs, manufactures and sells frequency control solutions for a wide range of
applications. Revenue is derived from the transfer of goods over time and at a point in time
at an amount that reflects the consideration the Group expects to be entitled to in exchange
for products and services excluding any applicable taxes. Arrangements are agreed with the
customers, set out in the terms and conditions which cover the pricing, settlement of liabilities,
return policies and any other negotiated performance obligations.
Typically, control transfers to the customer at the same time as the legal title of the product
is passed to the customer. This is usually on terms of delivery of the product. The transaction
price includes all amounts that the Group expects to be entitled to, net of any sales taxes.
A receivable is recognised based on the delivery terms of the products as this is the point in time
when the consideration is unconditional.
Sale of products – at a point in time
The Group recognises revenue when the performance obligations are satisfied by transferring
control of products to the customer based on the specified contract price.
Products and services transferred over time – France HiRel segment
For certain contracts in the France HiRel segment, the revenue is recognised over time as the
Group’s performance creates an asset, which does not have an alternative use to the Group,
and the Group has an enforceable right to be paid for work completed to date. The Group applies
judgement by using the percentage-of-completion method to determine the appropriate amount
to recognise in each period. The stage of completion is measured by reference to the contract
costs incurred up to the end of the reporting period as a percentage of total estimated costs
for each contract.
In case of fixed price contracts, payments are received from the customer based on an agreed
payment schedule. A contract liability is recognised when the payments exceed estimated work
completed, and contract asset when estimated work completed exceeds payments.
a. Reportable segment revenue from contracts with customers
31 March 2025
NZ
$000s
France/
India
$000s
France
HiRel
$000s
Other
1
$000s
Total
$000s
Products transferred at a point in time58,27516,65921,882(2,108)94,708
Products and services transferred
over time––8,953–8,953
Sales to external customers58,27516,65930,835(2,108)103,661
31 March 2024
NZ
$000s
France/
India
$000s
France
HiRel
$000s
Other
1
$000s
Total
$000s
Products transferred at a point in time72,96335,41322,010(7,277)123,109
Products and services transferred
over time––4,901–4,901
Sales to external customers72,96335,41326,911(7,277)128,010
1
Other is losses on cash flow currency hedges. The Group’s treasury function is carried out centrally at head office
in New Zealand, refer note 24.
72
RAKON / ANNUAL REPORT / 2025
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / CONTINUED
b. Revenue by geography
The Group’s trading revenue is derived in the following regions. Revenue is allocated based on the
country in which the customer is located.
2025
$000s
2024
$000s
Asia37,26352,707
North America39,60147,773
Europe24,10325,516
Others2,6942,014
Total segment revenue by geography103,661128,010
c. Assets and liabilities related to contract customers
The Group has recognised the following assets and liabilities related to contracts with customers in
France HiRel segment.
2025
$000s
2024
$000s
Total current contract assets8,5934,029
Total current contract liabilities(3,069)(360)
5,5243,669
The contract assets have increased as the Group has provided services ahead of the agreed payment
schedules. Customer contract liabilities are payments received in advance for subsequent delivery
of services and goods to the customers. In the prior year $360,000 was recognised as customer
contract liabilities and is recognised as revenue in the year ended 31 March 2025. The remaining
performance obligations at 31 March 2025 have an expected duration of less than a year.
The performance obligations for products and services transferred over time that were in progress
as of 31 March 2024 were largely completed during the year. However, an amount of $530,000
remains outstanding for projects that extend beyond a year. The remaining performance obligations
at 31 March 2025 have an expected duration of less than a year. Therefore, the Group does not
adjust any of the transaction prices for the time value of money.
6. EXPENDITURE INCLUDED IN NET PROFIT
Additional information in respect of expenses included in the Consolidated Statement of
Comprehensive Income is as follows:
Breakdown of expenses by nature
Employee benefit expenses
2025
$000s
2024
$000s
Wages and salaries50,68954,240
Redundancy costs1,228305
Contributions to defined plans845907
Increase in liability for retirement plan (note 19)–310
Increase in liability for long service leave (note 19)149232
Long term incentive plan (note 28)(100)643
Total employee benefit expenses52,81156,637
Restated*
Depreciation and amortisation
2025
$000s
2024
$000s
Depreciation on property, plant and equipment (note 13)6,2855,306
Amortisation on intangible assets (note 14)1,311952
Depreciation on right-of-use assets (note 15)2,2252,049
Total depreciation and amortisation9,8218,307
Research and development
2025
$000s
2024
$000s
Research and development expenses15,72420,654
Research and development government grant(2,932)(1,868)
Research and development tax credit(1,103)(1,102)
Net research and development expense11,68917,684
* Refer to note 15 for restatement of leases and note 16 for restatement of interest in associates.
73
RAKON / ANNUAL REPORT / 2025
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / CONTINUED
2025
$000s
2024
$000s
Audit of the financial statements
Audit of the financial statements of the Group and its subsidiaries –
current year904707
Audit of the financial statements of the Group and its subsidiaries –
additional for prior year8036
Total984744
Other assurance services and other Agreed-Upon Procedures
engagements
Certification of expenditure for the purposes of the Production
Linked Incentive Scheme5716
Limited assurance of Rakon Group disclosure of Greenhouse gas
(GHG) emissions scope 1 and 237–
Agreed-upon procedures in relation to France's Certification of
Receipt of Subsidies in relation to Project Eliseo8–
Agreed-upon procedures in relation to India's Scheme for
Promotion of Manufacturing of Electronical Components and
Semiconductors (SPECS)–7
Total10223
Other services
Access to training material through an on-line platform–1
Total–1
Total fees incurred for services provided by the audit firm - PwC1,086768
2025
$000s
2024
$000s
Fees incurred for services provided by the audit firm of Group's
Hong Kong subsidiaries – BDO Limited
Audit of the financial statements of the Group and its subsidiaries –
current year3132
Fees incurred for services provided by audit firm of Group's
Singapore subsidiary – T S Tay Public Accounting Corporation
(Singapore)
Audit of the financial statements of the Group and its subsidiaries –
current year810
Fees incurred for services provided by audit firm of the Group's
UK subsidiary – MHA MacIntyre Hudson (UK)
Audit of the financial statements of the Group and its subsidiaries –
current year9744
74
RAKON / ANNUAL REPORT / 2025
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / CONTINUED
Employee benefits expenses
Employee entitlements to salaries, wages and annual leave to be settled within 12 months of
balance date represent present obligations resulting from employees’ services provided up to
the balance date. These are calculated at undiscounted amounts based on remuneration rates
that the Group expects to pay.
Superannuation schemes
The Group’s New Zealand and overseas operations participate in their respective government
superannuation schemes. Where the Group is required to pay fixed contributions into a separate
entity, the Group has no legal or constructive obligations to pay further contributions if the fund
does not have sufficient assets to pay all employees the benefits relating to the employee service
in the current and prior periods. The contributions are recognised as an employee benefit expense
when they are due.
Acquisition proposal - costs related to indicative offers
The Group has incurred $2,339,000 (2024: $2,206,000) in legal, consulting and retention expenses
related to non-binding indicative offers. These are recorded in general administration cost under
operating expenses.
Research and development
Expenditure on research activities has been undertaken with the prospect of gaining new scientific
or technical knowledge and understanding. Any research and development taxation credits and
government grant funding for research and development are recognised when eligibility criteria
have been met and there is a reasonable assurance that tax credits and the grants will be received.
Grants and tax credits from governments are recognised at their fair value. The research and
development grants and tax credits are recognised in trade and other receivables (note 11), and in
the Consolidated Statement of Comprehensive Income. Government grants are offset against the
related expenses over the periods in which those costs are recognised.
7. OTHER OPERATING INCOME
2025
$000s
2024
$000s
Production linked incentive scheme727–
Other income31350
Total other operating income758350
The Production Linked Incentive scheme is a financial incentive available in India to companies that
increase production in specific sectors.
8. OTHER GAINS/(LOSSES) – NET
2025
$000s
2024
$000s
Gain on disposal of property, plant and equipment58
Foreign exchange gains/(losses) – net
Forward foreign exchange contracts
Financial asset at fair value through profit or loss(224)(1,345)
Revaluation of foreign denominated monetary assets and liabilities
1
2,2635,429
Total foreign exchange gains/(losses) – net2,0394,084
Total other gains/(losses) – net2,0444,092
1
Includes realised and unrealised gains/(losses) arising from accounts receivable and accounts payable.
75
RAKON / ANNUAL REPORT / 2025
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / CONTINUED
10. CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise of cash balances, call deposits, and other short-term highly
liquid investments with original maturities of three months or less, that are readily convertible
to known amounts of cash, and which are subject to an insignificant risk of changes in value.
The Group did not have any overdraft balance.
2025
$000s
2024
$000s
Cash at bank and on hand15,32317,831
11. TRADE AND OTHER RECEIVABLES
Trade and other receivables are recognised initially at the amount of consideration that is
unconditional and subsequently measured at amortised cost using the effective interest method.
Due to the short-term nature of the trade and other receivables, their carrying amount is considered
to be the same as their fair value.
Trade receivables are amounts due from customers, who are considered of acceptable credit quality,
for products or services performed in the ordinary course of the business and are non-interest
bearing. They are generally due for settlement within 30 to 120 days.
The Group has established credit policies under which each new customer is analysed individually
for creditworthiness before payment and delivery terms and conditions are agreed. The Group’s
review includes trade references and external ratings, where appropriate, and in some cases bank
references. Purchase limits are established for each customer, which represents the maximum open
amount; these limits are reviewed periodically. Customers that fail to meet the Group’s benchmark
creditworthiness may transact with the Group only on a prepayment basis.
The trade receivables balances included $10,208,000 (2024: $9,873,000) representing 31%
(2024: 28%) due from the Group’s three largest customers. The balances due from these customers
are considered a low credit risk to the Group.
The maximum exposure to credit risk at balance date is the carrying value of each class of
receivable mentioned below. The Group does not hold any collateral as security.
9. NET FINANCE (COSTS)/INCOME
Interest income and costs are recognised in the Consolidated Statement of Comprehensive Income
as it accrues, using the effective interest rate applicable.
2025
$000s
Restated*
2024
$000s
Finance income
Interest income501529
Finance costs
Interest expense on borrowings(581)(309)
Unwinding of lease make good provision(18)(19)
Interest on lease liabilities (note 15) (730)(397)
Total finance costs(1,329)(725)
Net finance costs(828)(196)
* Refer to note 15 for restatement of leases.
Interest expense rate
The average interest rate was as follows:
• HSBC facility 6.3%
• Crédit Agricole Provence Côte D’Azur facility in France 0.55% (2024: 0.55%)
• BPI France 6.4% (2024: 7.2%)
Additional information on borrowings is presented in note 17.
76
RAKON / ANNUAL REPORT / 2025
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / CONTINUED
a. Trade and other receivables balances
2025
$000s
2024
$000s
Trade receivables32,95234,727
Less : allowance for expected credit loss(774)(705)
Net trade receivables32,17834,022
Contract assets8,6164,862
R&D incentive receivable6,9185,966
Advance vendor payments2,0692,936
Prepayments2,0191,743
GST/VAT receivable543478
Receivables from related parties (note 27)324245
Other receivables
1
3,560 4,403
Total trade and other receivables56,22754,655
Less non-current other receivables
1
2,7312,719
Current trade and other receivables53,49651,936
1
Other receivable includes deposits held by bank for guarantees, and prepaid expenses.
b. Allowance for expected credit loss
Impairment losses on trade receivables are presented as net impairment losses within operating
profit. Trade receivables are written off when considered to have become uncollectable.
Subsequent recoveries of amounts previously written off are credited against the same line item.
The Group applies the NZ IFRS 9 Financial Instruments simplified approach to measure the
expected credit loss provision that uses a lifetime expected loss allowance for all trade receivables.
The management applies judgement based on the historical credit losses, customer ageing, and
forward-looking information on factors affecting the ability of the customers to settle the receivables
to calculate allowance for expected credit loss.
The loss allowance was determined as follows:
Current
$000s
Less than
30 days
past due
$000s
30 days to
120 days
past due
$000s
More than
120 days
past due
$000s
Total
$000s
As at 31 March 2025
Gross carrying amount
of trade receivables28,2482,8951,09371632,952
Expected loss rate0.44%1.93%3.57%77.51%
Allowance for the
expected credit loss1245639555774
As at 31 March 2024
Gross carrying amount of
trade receivables28,5383,9561,89334034,727
Expected loss rate0.41%2.02%8.93%100.00%
Allowance for the
expected credit loss11680169340705
The reconciliation of the loss allowance is as follows:
2025
$000s
2024
$000s
Opening balance7051,202
Increase/(decrease) in allowance recognised in profit or loss during the
year54(507)
Receivables written off during the year–2
Foreign exchange difference158
Allowance for expected credit loss774705
Trade receivables are written off where all reasonable effort to collect the overdue receivables have
been exhausted. Indicators that there is no expectation of recovery include failure of an overdue
debtor to engage in an agreed repayment plan.
77
RAKON / ANNUAL REPORT / 2025
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / CONTINUED
12. INVENTORIES
Inventories are stated at the lower of cost (weighted average cost for raw materials, and standard
costs for finished goods) or net realisable value. Standard costs comprise direct materials, direct
labour and appropriate proportion of variable and fixed overhead expenditure, the latter being
allocated on the basis of normal operating capacity. Net realisable value is the estimated selling price
in the ordinary course of business, less the estimated costs of completion and selling expenses.
a. Inventory classification and balances
2025
$000s
2024
$000s
Raw materials20,36121,268
Work in progress19,55025,548
Finished goods6,4768,090
Total inventories46,38754,906
b. Amounts recognised in profit and loss
Inventories recognised as an expense during the year amounted to $43,415,000
(2024: $57,725,000).
An additional inventory provision of $3,566,000 was incurred during the year (2024: $515,000),
and unused provision reversed was nil (2024: $52,000). These were included in the cost of sales.
c. Inventory provision
In recognising the provision for inventory, material judgement has been applied by considering
a range of factors including the expected future consumptions. Write-downs of inventories to
net realisable value amounted to $6,000 (2024: $3,000). An inventory provision of $9,052,000
(2024: $6,891,000) is included in the inventory balances above. The carrying value of inventory
items were reviewed in detail with adjustments to provisions made largely on an item-by-
item basis.
During the year $1,375,000 (2024: $942,000) of provisioned inventory was scrapped.
78
RAKON / ANNUAL REPORT / 2025
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / CONTINUED
13. PROPERTY, PLANT AND EQUIPMENT
The Group recognises the cost of an item as property, plant and equipment only if it is probable that
future economic benefits associated with the item will flow to the entity, and the cost of the item
can be measured reliably.
a. Cost
The cost of purchased property, plant, and equipment includes the purchase price, directly
attributable costs to prepare the assets for use, and estimated costs for dismantling, removal,
and site restoration. Where parts of an item of property, plant and equipment have different useful
lives, they are accounted for as separate items. The costs of day-to-day maintenance of an asset
are not included in the carrying amount of the asset but expensed when incurred.
After initial recognition, the property, plant and equipment are stated at cost, less accumulated
depreciation and any impairment losses.
b. Depreciation methods and useful lives
Depreciation of property, plant and equipment, other than freehold land, is calculated on a straight-
line basis to expense the cost of the assets to their expected residual values over their useful lives
as follows:
LandNil
Buildings15 – 30 years
Leasehold improvements5 – 25 years
Plant and equipment1 – 20 years
Computer hardware1 – 10 years
Furniture and fittings3 – 20 years
Assets under constructionNil
The assets’ residual values and useful lives are reviewed and adjusted if applicable at each
balance date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying
amount and are recognised within the ‘Other gains/(losses) – net’ in the Consolidated Statement
of Comprehensive Income.
79
RAKON / ANNUAL REPORT / 2025
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / CONTINUED
c. Property, plant and equipment breakdown
Land and
buildings
$000s
Leasehold
improve–
ments
$000s
Plant and
equipment
$000s
Computer
hardware
$000s
Other
$000s
Assets
under
construction
$000s
Total
$000s
At 31 March 2023
Cost 2,79710,767108,4885,5512,86214,369144,834
Accumulated depreciation
& impairment(484)(8,958)(94,138)(4,568)(2,299)–(110,447)
Net book value2,3131,80914,35098356314,36934,387
Year ended 31 March 2024
Opening net book value 2,3131,80914,35098356314,36934,387
Foreign exchange
differences1286220425170571
Additions1,5436835,3315881,1013,46912,715
Disposals–(1,395)(5,508)(60)(238)(949)(8,150)
Depreciation charge(70)(306)(4,323)(561)(46)–(5,306)
Depreciation reversal
on disposals(228)1,2204,940(125)119–5,926
Transfers5,361635,498148115(11,185)–
Closing net book value9,0472,13620,4929751,6195,87440,143
At 31 March 2024
Cost 9,82910,180114,0146,2293,8465,874149,972
Accumulated depreciation
& impairment(782)(8,044)(93,522)(5,254)(2,227)–(109,829)
Net book value9,0472,13620,4929751,6195,87440,143
Land and
buildings
$000s
Leasehold
improve–
ments
$000s
Plant and
equipment
$000s
Computer
hardware
$000s
Other
$000s
Assets
under
construction
$000s
Total
$000s
Year ended 31 March 2025
Opening net book value9,0472,13620,4929751,6195,87440,143
Foreign exchange
differences2288232717315672
Additions–1433,2243111063,3537,137
Disposals––(3,719)(243)(25)–(3,987)
Depreciation charge(302)(341)(4,803)(647)(192)–(6,285)
Depreciation reversal on
disposals––3,71423310–3,957
Transfers–1753,937346–(4,458)–
Transfers to Intangibles–––––(123)(123)
Closing net book value8,9732,19523,1729921,5214,66141,514
At 31 March 2025
Cost 10,09910,664118,8686,8253,9954,661155,112
Accumulated depreciation
& impairment(1,126)(8,469)(95,696)(5,833)(2,474)–(113,598)
Net book value8,9732,19523,1729921,5214,66141,514
80
RAKON / ANNUAL REPORT / 2025
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / CONTINUED
14. INTANGIBLE ASSETS
The Group recognises intangible assets where it is able to demonstrate control on the asset to
obtain future economic benefit. The Group also recognises internally generated intangible assets
arising from development phase of an internal project if following conditions are demonstrated:
• the technical feasibility and the intention to complete the intangible asset
• how the intangible asset will generate probable future economic benefits
• the availability of adequate technical, financial and other resources to complete the
development and to use the intangible asset
• ability to measure reliably the expenditure attributable to the intangible asset during
its development
a. Cost
Identifiable intangible assets that are acquired or developed by the Group are stated at cost less
accumulated amortisation and impairment losses. Subsequent expenditure on intangible assets is
capitalised only when it increases the future economic benefits embodied in the specific asset to
which it relates. All other expenditure is expensed as incurred.
b. Amortisation and useful lives
Amortisation is charged to the ‘operating expenses’ in the Consolidated Statement of
Comprehensive Income on a straight-line basis over the estimated useful lives as follows:
GoodwillNil
Patents20 years
Software3 – 10 years
Product development5 – 10 years
Assets under constructionNil
c. Intangible breakdown
Goodwill
$000s
Patents
$000s
Software
$000s
Product
development
$000s
Assets under
construction
$000s
Total
$000s
At 31 March 2023
Cost 1,2933,4199,33516,5701,70832,325
Accumulated amortisation
& impairment–(2,728)(8,780)(13,146)–(24,654)
Net book value1,2936915553,4241,7087,671
Year ended 31 March 2024
Opening net book value 1,2936915553,4241,7087,671
Foreign exchange
differences–(176)(138)112–(202)
Additions –2291675013,4174,314
Disposals–––(154)(3)(157)
Amortisation charge––(212)(740)–(952)
Amortisation reversal
on disposals–––150–150
Transfers–––47(47)–
Closing net book value1,2937443723,3405,07510,824
At 31 March 2024
Cost 1,2933,6489,50617,5595,07537,081
Accumulated amortisation
& impairment–(2,904)(9,134)(14,219)–(26,257)
Net book value1,2937443723,3405,07510,824
81
RAKON / ANNUAL REPORT / 2025
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / CONTINUED
Goodwill
$000s
Patents
$000s
Software
$000s
Product
development
$000s
Assets under
construction
$000s
Total
$000s
Year ended 31 March 2025
Opening net book value 1,2937443723,3405,07510,824
Foreign exchange
differences–59(1)486(150)395
Additions ––143,5326,2789,824
Disposals––(1,486)––(1,486)
Amortisation charge––(268)(1,043)–(1,311)
Amortisation reversal
on disposals––1,486––1,486
Transfers–––356(356)–
Transfers from property,
plant & equipment––––123123
Closing net book value1,2938031176,67110,97019,855
At 31 March 2025
Cost 1,2933,9188,14922,58810,97046,918
Accumulated amortisation
& impairment–(3,115)(8,032)(15,916)–(27,063)
Net book value1,2938031176,67110,97019,855
d. Software
The Group may design and develop identifiable and unique software products for their use.
These are recognised as intangible assets where the capitalisation criteria are met. Directly
attributable costs that are capitalised as part of the software include employee costs and an
appropriate portion of relevant overheads. Capitalised development costs are recorded as intangible
assets and amortised from the point at which the asset is ready for use. Software-as-a-Service
related costs are expensed as incurred unless they are paid to the suppliers or subcontractors
of the suppliers for configuration and customisation.
e. Product development
Expenditure on development activities, whereby research findings are applied to a plan or design
for the production of new or substantially improved products and processes, is capitalised based
on judgement, if the product or process is technically and commercially feasible and the Group has
sufficient resources to complete development. Other development expenditure is recognised in the
Consolidated Statement of Comprehensive Income as an expense when incurred.
Total capitalised development costs are $17.6m (2024: $8.4m) at balance date, made up of product
development assets and assets under construction. During the year, specific product development
projects and projects in progress were reviewed for recoverability based on the expected cash flows
to be generated by the projects. The expected cash flows supported the carrying values and no
impairment was recorded.
The Group estimates the useful life of the new product development assets based on the judgement
of the technical advancements of such assets and experiences with similar assets. The actual useful
life may be shorter or longer depending on technical innovations and competitor actions.
f. Impairment tests for goodwill and the cash generating units (CGUs)
Impairment tests for CGUs within the Group
The carrying amounts of the Group’s other non-financial assets are reviewed at each balance date
to determine whether there is any indication of impairment. If an indicator of impairment exists, the
asset’s or CGU’s recoverable amount is estimated being the higher of an asset’s fair value less costs
to sell and the asset’s value in use (VIU). An impairment loss is recognised whenever the carrying
amount of an asset or its CGU exceeds its recoverable amount. Impairment losses are recognised in
the Consolidated Statement of Comprehensive Income. Impairment losses recognised in respect of
CGUs are allocated first to reduce the carrying amount of any goodwill allocated to CGUs and then,
to reduce the carrying amount of the other assets in the unit on a pro rata basis. An impairment loss
is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount
that would have been determined, net of depreciation or amortisation, if no impairment loss had
been recognised. Accumulated impairment losses on goodwill are not reversed.
82
RAKON / ANNUAL REPORT / 2025
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / CONTINUED
Goodwill impairment
Goodwill is attributed to business units acquired through business combinations and represents
the excess of the acquisition cost over the fair value of the acquired net assets. Goodwill is allocated
to cash-generating units (CGU) and is tested annually for impairment, or more frequently if there is
an impairment indicator. The business units are determined to be the CGUs of the Group.
The current balance of goodwill was generated on 2 May 2018, when the Group acquired
the remaining 51% of the issued shares it did not own in Centum Rakon India Private Limited,
a previously held joint venture. Subsequent to acquisition, the name of the investment was
changed to Rakon India Private Limited.
The calculation for impairment uses cash flow forecasts approved by the Board of Directors
covering a five-year period. Cash flows beyond the five-year period are extrapolated using
an estimated terminal growth rate which is consistent with the long term average growth rate
observed by the Group.
The forecasts used in impairment testing require assumptions and judgements about the future
which are inherently uncertain. Key assumptions are those to which the model is most sensitive.
Impairment assessment
At 31 March 2025, the Group conducted an impairment assessment of its cash generating
units, namely New Zealand, France, India and China, and goodwill. This assessment concluded
that there was no impairment to be recognised in relation to cash generating units or goodwill
(31 March 2024 no impairment). In making this assessment management and the Directors
considered factors including the current profitability of the Group, the market capitalisation value
of the Company in comparison to the Group's net asset value and expected future profitability.
The forecasts used in impairment testing require assumptions and judgements about the future
which are inherently uncertain. Key assumptions are those to which the model is most sensitive.
As at 31 March 2025, no reasonable adverse changes in key assumptions would have resulted
in the carrying amount of cash generating units exceeding their recoverable value.
15. LEASES
Right-of-use assets and lease liabilities arising from a lease are initially measured at present
value by discounting the future lease payments using the interest rate implicit in the lease.
Where it is difficult to determine the implicit interest rate, the incremental borrowing rate is used.
The incremental borrowing rate is determined by using where possible, a recent third-party
financing received as a starting point and adjusted for any changes since finance was received.
If not, a build-up approach is used where the risk-free interest rate is adjusted for credit risk for
leases and specific to the lease terms.
Lease payments are allocated between the principal and finance cost. Right-of-use assets are
depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis.
The Group leases various properties, equipment and cars. Lease terms are negotiated on an
individual basis and contain a wide range of different terms and conditions. The leases do not
impose any covenants, and leased assets are not used as security for borrowings.
The Group’s lease agreements are for periods spanning 12 months to 6 years and may have
extension options exercisable by the Group. Management applied judgement to determine the lease
term for contracts that include renewal options. The lease term assessment may significantly affect
the amounts recognised for lease liabilities and right-of-use assets. The Group has considered all
facts and circumstances in their decisions relating to lease extension options and have included
all extension options for the manufacturing facilities and offices in the calculations. The costs and
business disruption were considered a material factor in this decision.
The lease term is reassessed if an option is exercised or terminated. The lease assets and liabilities
do not include potential future increases in variable lease payments. The lease liability is reassessed
when these increases occur and are adjusted against the right- of-use asset.
The total cash outflow for leases was $2,912,000 (2024: $2,297,000).
83
RAKON / ANNUAL REPORT / 2025
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / CONTINUED
b. Lease liabilities
2025
$000s
Restated
2024
$000s
Opening balance7,8195,239
Movements during the year
Additions1,2251,803
Interest expense730397
Modifications3,0272,719
Payments(2,912)(2,297)
Foreign exchange differences212(42)
Closing value10,1017,819
Current and non-current lease liabilities
2025
$000s
Restated
2024
$000s
Current2,6122,008
Non-Current7,4895,811
10,1017,819
a. Right-of-use assets
Properties
$000s
Equipment
$000s
Motor
vehicle
$000s
Total
$000s
As at 31 March 2024 (Restated)
Cost11,9911522312,166
Accumulated depreciation(4,995)(152)(23)(5,170)
Net book value6,996––6,996
Opening net book value6,996––6,996
Foreign exchange differences87––87
Additions 3084075101,225
Modifications3,027––3,027
Depreciation charge(2,035)(42)(148)(2,225)
Closing net book value8,3833653629,110
As at 31 March 2025
Cost15,41355953316,505
Accumulated depreciation(7,030)(194)(171)(7,395)
Net book value8,3833653629,110
84
RAKON / ANNUAL REPORT / 2025
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / CONTINUED
16. INTEREST IN ASSOCIATE
An associate is an entity over which the Group has significant influence but not control, generally
accompanying a shareholding of between 20% and 50% of the voting rights. The Group’s associate
is accounted for using the equity method. Under the equity method of accounting, the investment
is initially recognised at cost and adjusted thereafter to recognise the Group’s share of the post-
acquisition profits or losses of the associate in the Consolidated Statement of Comprehensive
Income. Dividends received or receivable from associate is recognised as a reduction in the carrying
amount of the investment. Unrealised gains on transactions between the Group and its associate is
eliminated to the extent of the Group’s interest in this entity. Unrealised losses are also eliminated
unless the transaction provides evidence of an impairment of the asset transferred.
Set out below is the significant associate of the Group. The entity listed below has share capital
consisting solely of ordinary shares, which is held directly by the Group. The proportion of
ownership interest is the same as the proportion of voting rights held.
a. Timemaker
Chengdu Timemaker Crystal Technology Co. Limited (Timemaker) is the world’s largest quartz
blank manufacturer and a key supplier to Rakon. The tables below provide summarised financial
information and Group’s equity share for Timemaker.
The Company is entitled to two seats on the board of Timemaker which are filled by Brent
Robinson and Darren Robinson, and they participate in significant financial and operating
decisions as necessary. The Group therefore determined that it has significant influence based
on the representations by Brent Robinson and Darren Robinson in their governance duties
over Timemaker.
c. Prior period restatement
During 2025, the Group discovered an error relating to an historic lease that had been omitted and
not recognised in accordance with IFRS 16, impacting the prior year. The error has been corrected
by restating each of the affected financial statement line items for the prior period as follows:
As reported
above
2024
$000s
Increase
$000s
Restated
2024
$000s
Statement of Financial Position
Right-of-use assets (cost )10,4611,70512,166
Accumulated depreciation(4,295)(875)(5,170)
Lease liability6,7731,0467,819
Statement of Comprehensive Income
Interest expense33463397
Depreciation (ROU asset )1,8741722,046
Rent & rates expense225(225)–
The prior period error has a net impact of $208,000 on opening retained earnings for the
comparative period. This is reflected in the Consolidated Statement of Changes in Equity on page 3.
85
RAKON / ANNUAL REPORT / 2025
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / CONTINUED
% of
ownership
interest
Net investment
Equity accounted
profit/(loss)
Name of entity
Country of
incorporation
Nature of
relationship
Measurement
method
2025
$000s
Restated
2024
$000s
2025
$000s
Restated
2024
$000s20252024
Chengdu
Timemaker
Crystal
Technology
Co. Ltd
China37%37%Associate
Equity
method
13,66211,6981,302(2,587)
The information disclosed reflects the amounts presented in the financial statements of the
associate and not the Group’s share of those amounts.
Timemaker
2025
$000s
Restated
2024
$000s
Summarised Statement of Comprehensive Income
Revenue58,73535,392
Depreciation and amortisation(4,466)(4,568)
Interest expense(1,719)(2,065)
Profit/(loss) for the period3,526(7,017)
Timemaker
2025
$000s
Restated
2024
$000s
Summarised Balance Sheet
Current assets
Cash and cash equivalents4,7503,059
Other current assets45,86836,613
Total current assets50,61839,672
Non-current assets42,95742,137
Current liabilities
Financial liabilities (excluding trade payables)31,32229,296
Other current liabilities16,87118,541
Total current liabilities48,19247,836
Non-current liabilities
Other non-current liabilities10,2414,126
Total non-current liabilities10,2414,126
Net assets35,14329,847
86
RAKON / ANNUAL REPORT / 2025
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / CONTINUED
Timemaker
2025
$000s
Restated
2024
$000s
Reconciliation of net assets to carrying amount
Rakon's share in %37%37%
Rakon's share of associate's net assets13,02811,064
Investment diluted634634
Carrying amount13,66211,698
Movement in carrying amount
Opening net assets 1 April11,69814,154
Equity accounted profit/(loss)1,302(2,587)
Foreign exchange movement662131
Carrying amount13,66211,698
b. Prior period restatement
Timemaker had a change of auditor. Opening balances were re-audited resulting in the comparative
period being restated. Respective adjustments to the 2024 numbers are summarised below.
As reported
above
2024
$000s
Increase /
(Decrease)
$000s
2024
Restated
$000s
Loss for the period(6,331)(687)(7,018)
Total current assets39,41126139,672
Non-current assets42,171(34)42,137
Total current liabilities46,92291447,836
Non-current liabilities4,126-4,126
Net assets30,534(687)29,847
Rakon's share of associate's net assets11,953(255)11,698
Equity accounted profit/(loss)11,953(255)11,698
87
RAKON / ANNUAL REPORT / 2025
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / CONTINUED
HSBC Bank
HSBC is the primary supplier of banking services, transactional banking services and lines of credit
to the Group. The Group has access to a borrowing facility of $48 million with HSBC. The facility is
guaranteed by the Company. HSBC has also applied certain financial undertakings on the Company.
During the year the Company operated within its required financial covenants.
Crédit Agricole Provence Côte D’Azur
The bank borrowings include a balance of €1.1m French government backed loan that was made
available to Rakon France (2024: €2.0m). In May 2021, the Company exercised its option to extend
this loan for a further five years. Repayment of the loan is spread equally over the final four years
to June 2026. The effective interest rate is 0.55% for the five-year term of the loan. This loan has
certain restrictions that limits it to be used for working capital/treasury support for the French
business. There are no covenants on the loan and no additional security is required.
BPI France
BPI France is a French public sector investment bank which provides Rakon France advance
funding of up to 80% of R&D tax credit claim. Rakon France assigns the R&D tax credit receivable
to BPI as security. The payable to BPI is settled when the claim is paid by the French government.
As at 31 March 2025, the total amount owed by Rakon France was €1.0m (2024: €1.6m).
b. Borrowings costs
Borrowing costs that are directly attributable to the acquisition, construction or production
of a qualifying asset are capitalised. The Group did not have any capitalised borrowing costs.
Other borrowing costs are expensed in the period in which they incur, refer note 9.
17. BORROWINGS
The borrowings are initially recognised at fair value and subsequently measured at amortised cost.
Fees paid are recognised in the Consolidated Statement of Comprehensive Income when the draw
down occurs. Borrowings are removed from the Consolidated Balance Sheet when the obligation
specified in the contract is discharged, cancelled or expired. Borrowings are classified as current
liabilities unless the Group has an unconditional right to defer settlement of the liability for at least
12 months after balance date.
The Group is reliant on its bank facilities and equity as the principal sources of capital management.
The ability of the Group to remain in compliance with its banking covenants and/or maintain an
adequate cash balance has been considered by the Directors in the adoption of the going concern
assumption in relation to these consolidated financial statements.
a. Lines of credit
The Group maintains following lines of credit:
2025
$000s
2024
$000s
Current
French Government loan1,3961,331
Other borrowings43108
Total current borrowings1,4391,439
Non-current
HSBC revolving credit facility8,392–
French Government loan6882,237
Other borrowings
1
1,8852,921
Non-current borrowings10,9655,158
1
Funding used for bridging the timing between receiving and claiming French R&D tax credits
88
RAKON / ANNUAL REPORT / 2025
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / CONTINUED
c. Net debt reconciliation
Other asset
Liabilities from
financing activities
Cash
$000s
Borrowings
$000s
Restated*
Leases
$000s
Total
$000s
Balance as at 1 April 202321,717(5,235)(5,239)11,243
Net decrease in cash from cash flow(4,293)––(4,293)
Acquisitions–(875)(1,803)(2,678)
Modifications––(2,719)(2,719)
Reclassification–(1,923)–(1,923)
Repayment–1,3172,2973,614
Foreign exchange changes40711942568
Interest on lease liabilities––(397)(397)
Balance as at 31 March 202417,831(6,597)(7,819)3,415
Net decrease in cash from cash flow(3,340)––(3,340)
Acquisitions–(8,392)(1,225)(9,617)
Modifications––(3,027)(3,027)
Reclassification–1,083–1,083
Repayment–1,5842,9124,496
Foreign exchange changes832(82)(212)538
Interest on lease liabilities––(730)(730)
Balance as at 31 March 202515,323(12,404)(10,101)(7,182)
* Refer to note 15 for restatement of leases.
18. TRADE AND OTHER PAYABLES
Trade and other payables represent liabilities for goods and services provided to the Group prior
to the end of the financial period, which remain unpaid. The carrying amounts are considered to
be the same as fair values, due to their short-term nature. The trade payables are unsecured and
are usually paid within 60 days of recognition. Employee entitlements are liabilities for wages and
salaries, and annual leave in respect to employees’ services up to the reporting date and expected
to be settled within 12 months of the reporting date.
2025
$000s
2024
$000s
Trade payables12,6778,247
Amounts due to related parties (note 27)1,108955
Employee entitlements10,01711,645
Accrued expenses5,4164,718
Total trade and other payables29,21825,565
19. PROVISIONS
A provision is recognised when the Group has a present legal or constructive obligation as a result
of a past event and it is probable that an outflow of economic benefits, which can be reliably
estimated, will be required to settle the obligation. The carrying value represents management's
most reliable estimate. If the effect is material, provisions are determined by discounting the
expected future cash flows at a pre-tax rate that reflects current market assessments of the time
value of money and where appropriate, the risks specific to the liability.
89
RAKON / ANNUAL REPORT / 2025
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / CONTINUED
a. Retirement provision
The Group’s net obligation in respect of the French retirement indemnity plan is the amount of
future benefit that employees have earned in return for their service in the current and prior periods.
The obligation is calculated using the projected unit credit method and is discounted to its present
value and the fair value of any related assets is deducted. The French retirement indemnity plan
provides permanent employees with a lump sum payment upon retirement, based on their final
salary and years of service. A provision has been established to account for this cost, considering
service time, probability of attainment, and discount rates. An actuarial valuation was conducted
as of 31 March 2025.
b. Long service leave
The Group’s net obligation in respect of long service leave is the amount of future benefit that
employees have earned in return for their service in the current and prior periods. The obligation
is calculated using the projected unit credit method and is discounted to its present value.
New Zealand employees are entitled to long service leave after the completion of 10 years of
continuous service, in the form of special holidays. A provision has been created to recognise
this cost, taking into consideration the time served, probability of attainment and appropriate
discount rates.
c. Lease make good
The Company is required to restore the leased premises at Mt Wellington, Auckland, New Zealand
and in Harlow, UK to their original condition at the end of the respective lease terms. A provision
is recognised for the present value of the estimated expenditure required to remove any leasehold
improvements. These costs have been capitalised as part of the cost of leasehold improvements
and are amortised over the lease terms.
d. Restructure provision
In 2024 a provision was recognised for realignment in UK.
Retirement
provision
$000s
Long service
leave
$000s
Restructure
provision
$000s
Lease
make good
$000s
Total
$000s
At 31 March 20232,0985474491,1394,233
Charged to the Statement of
Comprehensive Income
Additional provisions
recognised310232126–668
Unwinding of discount–––2222
Unused amount reversed–(83)––(83)
Used during the year(186)(109)(466)(109)(870)
Reclassification
1
545192––737
Foreign exchange74–1713104
At 31 March 20242,8417791261,0654,811
Charged to the Statement of
Comprehensive Income
Additional provisions
recognised–149––149
Unwinding of discount–––1818
Unused amount reversed(694)(38)––(732)
Used during the year–(89)(126)–(215)
Foreign exchange1199–24152
At 31 March 20252,266810–1,1074,183
Current254268–347869
Non-current2,012542–7603,314
Total provisions2,266810–1,1074,183
1
Accruals and provisions were reassessed, and certain accounts were reclassified from Trade and other payables
to Provisions.
90
RAKON / ANNUAL REPORT / 2025
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / CONTINUED
20. TAXATION
The Group is subject to income tax in several jurisdictions. Judgement is required in determining
the worldwide provision for income tax and associated deferred tax. There are many transactions
and calculations for which the ultimate tax determination is uncertain during the ordinary course
of business. Where the final tax outcome of these matters is different from the amounts that were
initially recorded, such differences will affect the income tax and deferred tax provisions in the
period in which such determination is made.
The current and deferred tax is recognised in the Consolidated Statement of Comprehensive
Income, except to the extent that it relates to items recognised in Statement of Other
Comprehensive Income (OCI), or directly in equity.
a. Income tax expense
Income tax expense is calculated at the applicable income tax rate for each jurisdiction and adjusted
for the changes in deferred tax assets and liabilities attributable to temporary differences, unused
tax losses and adjustments relating to the prior period.
2025
$000s
Restated*
2024
$000s
Current tax(1,401)(1,617)
Deferred tax expense2,6645,785
Income tax benefit1,2634,168
The tax on the Group's result before tax differs from the theoretical amount that would arise using
the weighted average tax rate applicable to the results of the consolidated entities.
Reconciliation of income tax expense
2025
$000s
Restated*
2024
$000s
(Loss)/profit before tax(7,112)85
Tax calculated at domes tic tax rates applicable to profits in the
respective countries2,471122
Foreign exchange difference in income tax calculation50136
Non-deductibles(652)305
Non-taxable income–(27)
Expenses deductible for tax purposes44
Add other taxable income(5)(6)
Prior year adjustment(1,055)(513)
Associate result reported net of tax209(386)
Recognition and utilisation of previously unrecognised tax losses1,0194,550
Tax losses for which no deferred income tax asset was recognised(778)(17)
Income tax benefit1,2634,168
* Refer to note 15 for restatement of leases and note 16 for restatement of interest in associates.
The weighted average applicable tax rate is 18% (2024: -1,201%). French carried forward losses
were partially utilised during the period affecting the weighted average applicable tax rate.
Pillar 2 GloBE tax legislation to incorporate the OECD Model Rules was effective in New Zealand,
the rule applies to fiscal years beginning on or after 1 January 2025. It consists of a global minimum
tax and a subject to tax rule that apply to multinational groups with consolidated revenue of at
least €750 million. These rules are not applicable to the company as the revenue of the group
of companies is below the threshold. The Company will continue to monitor the development of
Pillar 2 legislation and evaluate the potential impact on the tax position and financial statements.
91
RAKON / ANNUAL REPORT / 2025
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / CONTINUED
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset
current tax assets and current tax liabilities and when the deferred income taxes relate to the
same taxation authority.
Deferred income tax assets are recognised for tax losses to the extent that the related tax benefit is
expected to be realised through future taxable profits. Rakon France has carried forward tax losses
of approximately €56m (2024: €59m) that can be used to offset future taxable income. A deferred
tax asset of $3.5m (2024: $3.7m) has been recognised in respect of a portion of these losses as
management considered there to be sufficient future taxable income against which the tax losses
can be offset. The remaining tax losses in Rakon France have remained unrecognised.
c. Imputation balances
Imputation credit account with Inland Revenue (New Zealand):
2025
$000s
2024
$000s
Imputation credit available for use in subsequent periods17,48517,815
b. Deferred tax
Deferred tax is recognised using the liability method on the temporary differences between the tax
bases of assets and liabilities and their carrying amounts. Deferred tax assets are recognised only
if management is certain that the future benefits of the taxable amount will be utilised. Judgement
is required when deferred tax assets are reviewed at each reporting date. The management uses
future forecasts to ascertain the future benefits of deferred tax assets.
Property,
plant &
equipment
$000s
Employee
benefits
$000s
Right-of-
use asset
($000s)
Lease
liability
($000s)
Other
1
$000s
Future
income tax
benefit
$000s
Total
$000s
At 31 March 2023(1,019)1,834(892)1,0532,511(8)3,479
(Charged)/credited
to profit or loss(136)(184)(958)1,004(435)7,4286,719
Tax losses utilised–––––(873)(873)
Charged to equity–49––(299)–(250)
Foreign exchange
difference15––4717
At 31 March 2024
Restated(1,154)1,704(1,850)2,0571,7816,5549,092
(Charged)/credited
to profit or loss(711)(746)(569)6184054,6723,669
Tax losses utilised–––––(1,019)(1,019)
Charged to equity––––1,041–1,041
Foreign exchange
difference(5)(1)––21(1)14
At 31 March 2025(1,870)957(2,419)2,6753,24810,20612,797
1
Includes deferred tax arising from financial instruments (cash flow hedges) and inventory provisioning.
92
RAKON / ANNUAL REPORT / 2025
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / CONTINUED
21. SHARE CAPITAL
a. Ordinary shares
Ordinary shares are classified as equity. The holder of the ordinary shares present in a meeting
or by proxy is entitled to one vote per share held. The holder is also entitled to receive dividends
if declared, and to share in the proceeds of winding up the Group in proportion to the number
of shares held. Incremental costs directly attributable to the issue of new shares or options are
shown in equity as a deduction, net of tax, from the proceeds.
At 31 March 2025 the total number of ordinary shares that were authorised and issued,
including treasury shares, is 229,809,013 shares (2024: 229,809,013) made up as follows:
• 227,715,724 are fully paid shares (2024: 227,715,724)
• 321,972 unpaid ordinary shares were on issue and held in trust on behalf of participants
in the Rakon Share Plan (2024: 321,972)
• 1,771,317 unpaid ordinary shares were held by Rakon ESOP Trustee Limited for future
allocation to participants (2024: 1,771,317)
The share capital balance is $181,592,000 (2024: $181,592,000).
b. Dividends
2025
$000s
2024
$000s
Dividend of 1.5 cents per fully paid ordinary share–3,482
Total dividends paid–3,482
Dividends paid in cash or satisfied by the issue of shares under the
dividend reinvestment plan during the year:
Paid in cash–2,914
Satisfied by issue of shares–568
–3,482
22. EARNINGS PER SHARE
Earnings per share is the amount of post-tax profit attributable to each share.
a. Basic
2025
Restated*
2024
Weighted average number of ordinary shares on issue (000s )227,937227,449
Earnings attributable to equity holders of the Group ($000s )(5,849)4,253
Basic earnings per share (cents per share)(2.6)1.9
* Refer to note 15 for restatement of leases and note 16 for restatement of interest in associates.
b. Diluted
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary
shares outstanding to assume conversion of all dilutive potential ordinary shares.
2025
Restated*
2024
Weighted average number of ordinary shares on issue (000s )227,937227,449
Adjustments for dilutive potential ordinary shares (restricted ordinary
shares and share options)1,9721,601
Weighted average number of ordinary shares for diluted earnings
per share229,909229,050
Earnings attributable to equity holders of the Group ($000s)(5,849)4,253
Diluted earnings per share (cents per share)(2.6)1.9
The calculation of diluted earnings per share does not assume issue of potential ordinary shares
that would have an antidilutive effect on earnings per share in accordance with NZ IAS 33 Earning
per Share
* Refer to note 15 for restatement of leases and note 16 for restatement of interest in associates.
93
RAKON / ANNUAL REPORT / 2025
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / CONTINUED
23. OTHER RESERVES
Foreign
currency
translation
reserve
$000s
Cash flow
hedge
reserve
$000s
Share
option
reserve
$000s
OCI
1
revaluation
$000s
Total
$000s
At 31 March 2023(22,812)(1,884)3,519(3,076)(24,253)
Cash flow hedges
Fair value loss in year–8,533––8,533
Cost of hedge–(190)––(190)
Changes in fair value of equity
investments at fair value through other
comprehensive income – Thinxtra–––(1,529)(1,529)
Tax on fair value loss–(2,336)––(2,336)
Transfers to revenue–(7,277)––(7,277)
Income tax on transfers to revenue–2,038––2,038
Subsidiaries1,053–––1,053
Associate – Timemaker Group131–––131
Long term incentive plan––398–398
At 31 March 2024(21,628)(1,116)3,917(4,605)(23,432)
Foreign
currency
translation
reserve
$000s
Cash flow
hedge
reserve
$000s
Share
option
reserve
$000s
OCI
1
revaluation
$000s
Total
$000s
Cash flow hedges
Fair value loss in year–10––10
Cost of hedge–(1,058)––(1,058)
Changes in fair value of equity
investments at fair value through other
comprehensive income – Thinxtra–––(64)(64)
Tax on fair value loss–293––293
Transfers to revenue–(2,108)––(2,108)
Income tax on transfers to revenue–591––591
Subsidiaries3,098–––3,098
Associate – Timemaker Group662–––662
Long term incentive plan––160–160
At 31 March 2025(17,868)(3,388)4,077(4,669)(21,848)
1
OCI – Thinxtra revaluation through other comprehensive income.
94
RAKON / ANNUAL REPORT / 2025
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / CONTINUED
a. Foreign currency translation reserve
Recognises exchange differences arising on translation of the foreign controlled entities, as
described in note 3. The cumulative amount is reclassified to the Consolidated Statement of
Comprehensive Income when the investment is disposed.
b. Cash flow hedge reserve
The hedging reserve comprises the effective portion of the cumulative net change in the fair value
of hedging instruments and the cost of hedging used in cash flow hedges. The cost of hedging
is subsequently recognised in the Consolidated Statement of Comprehensive Income or directly
included in the initial cost or other carrying amount of a non-financial asset or non-financial liability.
c. Share option reserve
The share-based payments reserve is used to recognise:
• the grant date fair value of options issued to employees but not exercised
• the grant date fair value of shares issued to employees
• the grant date fair value of deferred shares granted to employees but not yet vested.
d. Financial asset at fair value through other comprehensive income (FVOCI)
The Group has elected to recognise the change in fair value of investment in Thinxtra in other
comprehensive income. These changes are accumulated within the FVOCI reserve and transferred
to retained earnings when investment is derecognised.
24. FINANCIAL RISK AND CAPITAL MANAGEMENT
The Group’s activities expose it to a variety of financial risks: credit risk, liquidity risk and market risk.
The Board has overall responsibility for the establishment and oversight of the Group’s risk
management framework. The Board has established the Audit and Risk Committee, which together
with the Board, is responsible for developing and monitoring the Group’s risk management policies.
The Group’s risk management policies are established to identify and analyse the material risks
faced by the Group, to set appropriate risk limits and controls and to monitor risk adherence to
limits. Risk management policies and systems are reviewed regularly to reflect changes in market
conditions and the Group’s activities.
The Group’s risk management is predominantly controlled at the head office in New Zealand (Group
treasury) under policies approved by the Board. The Group treasury identifies, evaluates and hedges
financial risks in close co-operation with the Group’s operating units. The Board provides written
principles for overall risk management, as well as policies covering specific areas, such as foreign
exchange risk, interest rate risk, and credit risk, use of derivative financial instruments and non-
derivative financial instruments, and investment of excess liquidity.
RiskExposure arising fromMeasurementManagement
Credit riskCash and cash equivalents,
trade receivables, derivative
financial instruments
Aging analysis
Credit ratings
Credit limits and terms
Liquidity riskBorrowings and
other liabilities
Rolling cash flow
forecasts
Availability of committed
credit lines and borrowing
facilities
Market risk –
foreign exchange
Forecast sales and
purchases not denominated
in the respective functional
currencies of Group's
entities
Cash flow forecasting
Sensitivity analysis
Foreign currency forwards
and foreign currency
options against highly
probable sales transactions
limited to the value of the
net sales and purchases
exposures
95
RAKON / ANNUAL REPORT / 2025
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / CONTINUED
a. Derivatives
The Group is exposed to certain risks relating to its ongoing business operations. To mitigate the
risks the Group uses derivative financial instruments such as foreign currency forward exchange
contracts and foreign currency collar options. These instruments are held for risk and capital
management purposes only and not for the purpose of speculation.
In accordance with its wider risk management, it is the Group’s strategy to apply cash flow
hedge accounting to keep its foreign currency revaluation fluctuations within its established limits.
Applying cash flow hedge accounting enables the Group to reduce the cash flow fluctuations
arising from foreign exchange risk on an instrument or group of instruments, or to hedge
mismatches. A cash flow hedge is a hedge of the exposure to variability in cash flows that is
attributable to a particular risk associated with a recognised asset or liability or a highly probable
forecast transaction that could affect profit or loss.
Derivatives and hedge accounting
The Group designates certain derivatives to be part of a hedging relationship. These are classified
as cash flow hedges. The Group enters into hedge relationships where the critical terms of the
hedging instrument match exactly with the terms of the hedged item. The Group performs a
qualitative assessment of effectiveness and maintains hedging documentation which describes
the economic relationship, objective and strategy for the hedge transactions. The effectiveness
of the hedged relationships are assessed on an ongoing basis.
The fair value changes to the effective portion of the cash flow hedges are recognised (including
related tax impacts) through OCI in the cash flow hedge reserve in equity, refer to note 23. The
balance of the cash flow hedge reserve in relation to each particular hedge is transferred to the
Consolidated Statement of Comprehensive Income in the period when the hedged item affects
Consolidated Statement of Comprehensive Income. Hedge accounting is discontinued when
a hedging instrument expires, is sold, terminated, or when a hedge no longer meets the criteria
for hedge accounting.
If the maturity of the hedged item is less than 12 months, the full fair value of a hedging derivative
is classified as a current asset or liability, otherwise non-current asset or liability. Derivatives that
do not meet the hedge accounting criteria are classified as held for trading for accounting purposes
and are accounted for at fair value through profit and loss.
The following table sets out the Group’s derivative financial instruments in the Consolidated
Balance Sheet:
2025
Assets
$000s
2025
Liabilities
$000s
2024
Assets
$000s
2024
Liabilities
$000s
Forward foreign exchange contracts –
cash flow hedges183,198501,217
Forward foreign exchange collar option –
cash flow hedges9232,37776476
Total derivative financial instruments9415,5751261,693
Less: non-current forward foreign exchange –
cash flow hedges8072,88634138
Current derivative financial instruments1342,689921,555
Financial assets/ liabilities at fair value through
profit or loss– 23171,448
Total derivative financial instruments1342,920993,003
Forward foreign exchange contracts
In hedges of foreign currency, ineffectiveness may arise if the timing of the forecast sales transaction
changes from what was originally estimated, or if there are changes in the credit risk of the derivative
counterparty. The hedged highly probable forecast sales transactions denominated in foreign
currency are expected to occur at various dates during the next 31 months.
Where option contracts are used as the hedging instrument, the Group designates only the intrinsic
value. These are recognised in the cash flow hedge reserve within equity. The changes in time value
of the options that related to the hedged item are recognised within OCI in the cost of hedging
reserve with equity.
When forward contracts are used to hedge, the Group designates full change in fair value of the
forward contract as the hedging instrument.
The balance of the cash flow hedge reserve in relation to each particular hedge is transferred
to the revenue when the highly probable sales transaction occurs.
96
RAKON / ANNUAL REPORT / 2025
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / CONTINUED
The following table summarises the Group’s current hedging instruments:
20252024
Foreign
currency
options
Foreign
currency
forwards
Foreign
currency
options
Foreign
currency
forwards
Notional amount ($000s)49,47675,28718,00043,339
Maturity date May-25
to Nov-27
May-25
to Aug-27
Apr-24
to May-25
Apr-24
to Aug-25
Hedge ratio1:11:11:11:1
Change in intrinsic value of
outstanding hedging instruments
(548)(240)
Weighted average strike rate
on outstanding options
NZD/USD0.6000.627
Weighted average contract rate
on forwards
NZD/USD0.6010.637
GBP/USD1.3011.260
INR/USD87.24484.360
JPY/USD141.635129.010
b. Credit risk
The Group is exposed to credit risk arising from trade customers, financial instruments, and cash
and cash equivalents (note 10). The maximum exposure to credit risk at the end of the period is
represented by the carrying value of these financial assets.
The Group has financial assets of trade receivables from sales of inventory that are subject to the
expected credit loss model. The Group has established credit policies and applies the NZ IFRS 9
Financial Instruments simplified approach to measure expected credit losses which uses a lifetime
expected loss allowance for all trade receivables, refer to note 11. The Group’s exposure to credit
risk is influenced mainly by the individual characteristics of each customer. The demographics
of the Group’s customer base, including the default risk of the industry and country, in which
customers operate, has less influence.
The Group only deals with institutions with high credit quality for banking and derivative counterparty.
c. Liquidity risk
The Group maintains committed credit facilities to ensure adequate cash is available to meet
obligations when due. Management monitors rolling forecasts of the Group’s liquidity position on
the basis of expected cash flow. Forecasts indicate that the Group operates within its credit facilities.
97
RAKON / ANNUAL REPORT / 2025
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / CONTINUED
The following table shows the contractual undiscounted cash flow maturities of financial liabilities,
including interest payments and excluding the impact of netting agreements:
31 March 2025
Carrying
amount
$000s
6 months
or less
$000s
6 – 12
months
$000s
1 – 2
years
$000s
2 – 5
years
$000s
5 – 10
years
$000s
Financial liabilities
Secured bank loans (note 17)10,476(999)(306)(613)(12,314)–
Derivatives (note 24)5,806(1,564)(1,357)(2,214)(672)–
Trade and other payables
(note 18)13,785(13,785)––––
Other borrowings (note 17)43(43)––––
Lease liabilities (note 15)10,101(1,742)(2,831)(4,084)(3,269)–
Total financial liabilities40,211(18,133)(4,494)(6,911)(16,255)–
31 March 2024
Carrying
amount
$000s
6 months
or less
$000s
6 – 12
months
$000s
1 – 2
years
$000s
2 – 5
years
$000s
5 – 10
years
$000s
Financial liabilities
Secured bank loans (note 17)3,568(688)(688)(1,376)(868)–
Derivatives (note 24)3,141(2,228)(775)(138)––
Trade and other payables
(note 18)9,202(9,202)––––
Other borrowings (note 17)150(62)(50)(47)––
Lease liabilities (restated)
(note 15)7,819(1,011)(1,181)(2,427)(3,601)(997)
Total financial liabilities23,880(13,191)(2,694)(3,988)(4,469)(997)
d. Market risk – foreign exchange
The objective of market risk management is to manage and control market risk exposures within
acceptable parameters, whilst optimising the return on risk. The Group enters into derivatives in
the ordinary course of business and also incurs financial liabilities in order to manage market risks.
All such transactions are carried out within the guidelines set by the Board and the Audit and Risk
Committee. Generally, the Group seeks to apply hedge accounting in order to manage volatility in
the Consolidated Statement of Comprehensive Income.
The Group is exposed to currency risk on sales and purchases that are denominated in a currency
other than the respective functional currencies of the Group’s entities, primarily New Zealand Dollars
(NZD), Sterling Pounds (GBP), Euros (EUR) and Indian Rupees (INR). The currencies in which these
sales and purchases transactions are primarily denominated are US Dollars (USD), Japanese Yen
(JPY), INR, NZD, GBP and EUR. The Group uses foreign currency forward exchange contracts and
collar options against highly probable forecast sales transactions to hedge its functional currency
risk. The hedge relationship is designated against revenue limited to the value of the forecast sales
and purchases exposure across the Group.
98
RAKON / ANNUAL REPORT / 2025
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / CONTINUED
Forward foreign exchange contracts
A 10% weakening of the purchased currencies below against the forward foreign exchange
contracts outstanding at 31 March, would have increased (decreased) equity and profit or loss
by the amounts shown below. This analysis assumes that all other variables, in particular interest
rates, remain constant.
20252024
Fair
value
$000s
Equity
$000s
Profit
or loss
$000s
Fair
value
$000s
Equity
$000s
Profit
or loss
$000s
Forward foreign exchange
contracts – Cash flow hedge
Net buy NZD sell USD10,445(10,445)–3,302(3,302)–
Net buy GBP sell USD(569)569–269(269)–
Net buy INR sell USD(13)13–(367)367–
Net buy JPY sell USD(403)403–(368)368–
Net buy EUR sell USD29(29)––––
Net buy NZD sell EUR(400)400––––
Forward foreign exchange
contracts - held for trading
Net buy NZD sell USD(350)(580)(580)4241,7541,754
Net buy GBP sell USD–––(18)––
Net buy INR sell USD–––103–(139)
Net buy JPY sell USD–––758–(123)
The table below summarises the foreign exchange exposure on the net monetary assets of the
Group against its respective functional currencies, expressed in NZD:
USD
$000s
EUR
$000s
GBP
$000s
JPY
$000s
31 March 202526,083418366(1,242)
31 March 202445,5602,173880(663)
The following significant exchange rates applied during the year:
Average rateReporting date rate
2025202420252024
NZD/USD0.59340.61010.57200.5999
NZD/EUR0.55290.56240.52880.5544
NZD/GBP0.46380.48600.44270.4749
NZD/INR50.165550.488548.910950.0413
NZD/JPY90.428388.118285.660090.7300
99
RAKON / ANNUAL REPORT / 2025
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / CONTINUED
Sensitivity analysis
Underlying exposures
A 10% weakening of the NZD against the following currencies at 31 March would have increased
(decreased) equity and profit or loss by the amounts shown below. Based on historical movements,
a 10% increase or decrease in the NZD is considered to be a reasonable estimate. This analysis
assumes that all other variables, in particular interest rates remain constant. The analysis was
performed on the same basis for 2024:
20252024
Equity
$000s
Profit or loss
$000s
Equity
$000s
Profit or loss
$000s
USD2,8982,8985,0625,062
EUR4646241241
GBP41419898
JPY(138)(138)(74)(74)
A 10% strengthening of the NZD against the above currencies at 31 March would have had the
equal but opposite effect, on the basis that all other variables remain constant.
e. Market risk – interest rate
The Group adopts a policy to manage its exposure to interest rate risks by considering interest rates
swap agreements.
Profile
At 31 March the interest rate profile of the Group’s interest bearing financial instruments:
2025
$000s
2024
$000s
Variable rate instruments
Financial assets (note 10)15,32317,831
Net variable rate instruments15,32317,831
Fixed rate instruments
Financial liabilities (note 17)(12,404)(6,597)
Net fixed rate instruments(12,404)(6,597)
Sensitivity analysis
There are no variable financial liabilities (2024: nil).
f. Capital risk management
The Group’s objective when managing capital is to maintain its ability to continue as a going concern,
meet its debt obligations, maintain an appropriate capital structure that provides flexibility to take
advantage of growth opportunities, and manage capital costs. The Group’s capital comprises of all
components of equity. The Group also maintains borrowings and credit facilities, refer to note 17
for details.
100
RAKON / ANNUAL REPORT / 2025
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / CONTINUED
25. CAPITAL COMMITMENTS
Capital expenditure contracted for at the balance date but not incurred is $370,000
(2024: $1,700,000).
26. PRINCIPAL SUBSIDIARIES
Subsidiaries are all entities over which the Group has control. The Group controls an entity when
the Group is exposed to, or has rights to, variable returns from its involvement with the entity
and has the ability to affect those returns through its power over the entity. Subsidiaries are fully
consolidated from the date on which control is transferred to the Group. The acquisition method of
accounting is used to account for business combinations by the Group. They are deconsolidated
from the date that control ceases.
All material transactions between subsidiaries or between the parent company and subsidiaries
are eliminated on consolidation. Accounting policies of subsidiaries have been changed where
necessary to ensure consistency with the policies adopted by the Group.
The list of subsidiaries is as follows:
% interest held by
the Group
Name of entityPrincipal activities
Country of
incorporation
Balance
date20252024
Rakon America LLCMarketing supportUSA31-Mar100100
Rakon Singapore (Pte) LimitedMarketing supportSingapore31-Mar100100
Rakon Financial Services
LimitedFinancingNew Zealand31-Mar100100
Rakon International LimitedMarketing supportNew Zealand31-Mar100100
Rakon UK Holdings LimitedHolding companyUnited Kingdom31-Mar100100
Rakon UK Limited
Research and
developmentUnited Kingdom31-Mar100100
Rakon France SAS
R&D, manufacturing
and salesFrance31-Mar100100
Rakon Investment HK LimitedHolding companyHong Kong31-Mar100100
Rakon Crystal Electronic
International LimitedMarketing supportChina31-Mar100100
Rakon India Pvt Limited
Manufacturing, R&D
and salesIndia31-Mar100100
Rakon ESOP Trustee LimitedShare trusteeNew Zealand31-Mar––
Rakon PPS Trustee LimitedShare trusteeNew Zealand31-Mar––
Rakon ESOP Trustee Limited and Rakon PPS Trustee Limited are classified as in-substance
subsidiaries and are consolidated into the Group financial statements.
101
RAKON / ANNUAL REPORT / 2025
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / CONTINUED
28. SHARE BASED PAYMENTS
The Board awards qualifying employees’ bonuses, in the form of share options and conditional
rights to redeemable ordinary shares, from time to time, on a discretionary basis. These are subject
to vesting conditions and are recognised over the vesting period. The fair value determined at grant
date excludes the impact of any non-market vesting conditions, such as the requirement to remain
in employment with the Group. Non-market vesting conditions are included in the assumptions
about the number of options that are expected to vest and the number of redeemable ordinary
shares that are expected to transfer.
a. Rakon’s Long Term Incentive Plan
Rakon’s Long Term Incentive Plan (LTIP) was established on 13 December 2021. Under the
LTIP, Share Rights of the Company are granted to participants based in New Zealand, whereby
employees render services as consideration for equity instruments (equity- settled transactions).
Employees working overseas are granted Phantom Share Rights which are settled in cash (cash-
settled transactions). Employees are entitled to shares of the parent or cash payment upon vesting
of Share Rights and Phantom Share Rights, respectively. There is no exercise price on these and
there is no right to dividends during the vesting period.
The vesting of Share Rights and Phantom Share Rights is dependent on the Group’s total
shareholder return (TSR) exceeding the TSR of the NZX50 over the measurement period.
It takes into account historical and expected dividends, and the share price fluctuation to predict
the distribution of relative share performance. Employees must remain in service for a period of
two and half years from the grant date. The fair value is determined by an independent expert
using Monte Carlo model.
During the year, rights with vesting date 25 June 2024 (grant date 13 December 2021) were
cancelled because the vesting conditions were not met.
Equity-settled transactions
The cost of equity-settled transactions is determined by the fair value at the grant date and
amortised over the vesting period. Service conditions are not taken into account when determining
the grant date fair value of awards, but the likelihood of the conditions being met is assessed as
part of the Group’s best estimate of the number of equity instruments that will ultimately vest.
Market performance conditions are reflected within the grant date fair value. Any other conditions
attached to an award, but without an associated service requirement, are considered to be non-
vesting conditions.
27. RELATED PARTY TRANSACTIONS
a. Key management personnel compensation
2025
$000s
2024
$000s
Salaries and other short-term employee benefits6,0545,776
Directors’ fee475600
Total key management compensation6,5296,376
b. Transactions with other related parties
No amounts owed by a related party have been written off or forgiven during the year. Outstanding
balances are unsecured and are repayable in cash. Following is the summary of transactions
between related parties and closing receivables and payables balance.
2025
$000s
2024
$000s
Transactions with associates
Purchases from associate, Chengdu Timemaker Crystal Technology
Co. Limited(1,780)(2,052)
Payables to Chengdu Timemaker Crystal Technology Co. Limited(395)(301)
Receivables from Rakon HK Limited294245
Transactions with Siward Crystal Technologies Co. Limited
Sales85480
Purchases(2,912)(3,843)
Net transactions(2,827)(3,363)
Payables to Siward Crystal Technologies Co. Limited(713)(654)
Receivables from Siward Crystal Technologies Co. Limited30–
102
RAKON / ANNUAL REPORT / 2025
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / CONTINUED
The fair value of Share Rights is estimated at the grant date using the Monte Carlo model, taking
into account the terms and conditions upon which the Share Rights were granted. There are no
cash settlement alternatives.
The fair value of the rights granted is recognised as an employee benefits expense (note 6) in the
Consolidated Statement of Comprehensive Income with a corresponding increase in the employee
share option reserve (note 23).
Where an award is cancelled by the Company or by the counterparty, any remaining element of the
fair value of the award that has not yet been recognised as an expense is expensed immediately
through profit or loss.
Cash-settled transactions
A liability is recognised for the fair value of cash-settled transactions. The fair value is measured
initially and at each reporting date up to and including the settlement date, with changes in
fair value recognised in employee benefits expense (note 6) in the Consolidated Statement of
Comprehensive Income. The fair value is expensed over the vesting period with the recognition
of a corresponding liability. The approach used to account for vesting conditions when measuring
equity-settled transactions also applies to cash-settled transactions.
Estimates and judgements
Estimating fair value for share-based payment transactions requires determination of the most
appropriate valuation model, which depends on the terms and conditions of the grant. This estimate
also requires determination of the most appropriate inputs to the valuation model including market
price volatility, risk free rates, liquidity and making assumptions about them. For cash-settled share-
based payment transactions, the liability needs to be re-measured at the end of each reporting
period up to the date of settlement, with any changes in fair value recognised in Statement of
Comprehensive Income. This requires a reassessment of the estimates used at the end of each
reporting period.
Performance rights granted are summarised below:
31 March 2025
TrancheGrant dateType
Balance at
the start of
period
Number
Granted
during the
period
Number
Vested
during the
period
Number
Lapsed/
forfeited
during the
period
Number
Balance at
the end of
period
Number
113 Dec 21Phantom Rights276,470––(276,470)–
13 Dec 21Share Rights536,415––(536,415)–
219 Dec 22Phantom Rights277,541––(28,735)248,806
19 Dec 22Share Rights343,124––(9,466)333,658
14 Mar 23Share Rights180,000–––180,000
308 Mar 24Phantom Rights–1,316,630–(204,000)1,112,630
421 Mar 25Phantom Rights–466,982–(12,000)454,982
21 Mar 25Share Rights–1,140,600–(4,500)1,136,100
1,613,5502,924,212– (1,071,586)3,466,176
31 March 2024
TrancheGrant dateType
Balance at
the start of
period
Number
Granted
during the
period
Number
Vested
during the
period
Number
Lapsed/
forfeited
during the
period
Number
Balance at
the end of
period
Number
113 Dec 21Phantom Rights276,470–––276,470
13 Dec 21Share Rights703,244––(166,829)536,415
219 Dec 22Phantom Rights282,612––(5,071)277,541
19 Dec 22Share Rights395,860––(52,736)343,124
14 Mar 23Share Rights180,000–––180,000
1,838,186––(224,636)1,613,550
103
RAKON / ANNUAL REPORT / 2025
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / CONTINUED
31 March 2024
Tranche 1Tranche 2
Phantom
Rights
Share
Rights
Phantom
Rights
Share
Rights
Share
Rights
Fair value of Rights ($000)26581713715556
Vesting date25 Jun 2425 Jun 2425 Jun 2525 Jun 2525 Jun 25
Weighted average share
price at grant date ($)
0.910.911.391.391.39
Risk free interest rate4.8%2.1%4.5%4.6%4.5%
Expected volatility45%45%45%45%45%
b. Rakon Share Plan
In March 2006, Rakon Limited established a share plan to enable selected employees of Rakon
Limited to acquire shares in the Company through the plan trustee, Rakon ESOP Trustee Limited.
Under the terms of the share plan, 2,759 ordinary shares were issued at deemed market value at
that time to Rakon ESOP Trustee Limited to hold on behalf of the participating employees. Following
a share split on 13 April 2006, the resulting number of shares under this plan was 859,137. As at
31 March 2025, the balance of shares held was 321,972 (2024: 321,972). All shares have been
allocated and rank equally in all respects with all other ordinary shares issued by the Company.
The outstanding loan balance, provided on an interest free basis by Rakon Limited to participating
employees in respect of these shares, totals $195,000 (2024: $195,000). A participant may
repay all or part of the loan at any time and may request share transfer upon full repayment. No
repayments were due at 31 March 2025 (2024: nil). The Trust Deed makes provision for the
Company to require repayment of the loans in certain circumstances. The Company may remove
and appoint trustees at any time. The Directors and shareholders of Rakon ESOP Trustee Limited
are Keith Oliver and Lorraine Witten. Shares held by the share plan represent approximately 0.14%
of the Company's total shares on issue as at balance date (2024: 0.14%).
The expense recognised for employee services received during the year is shown in the
following table:
2025
$000s
2024
$000s
Expenses arising from equity-settled share-based payment transactions160398
(Income)/expenses arising from cash-settled share-based payment
transactions(260)245
Total (income)/expenses arising from share-based payment
transactions(100)643
Following are the assumptions used to simulate the future share prices:
31 March 2025
Tranche 2Tranche 3Tranche 4
Phantom
Rights
Share
Rights
Share
Rights
Phantom
Rights
Phantom
Rights
Share
Rights
Fair value of Rights
($000)
–142505313
Vesting date25 Jun 2525 Jun 2525 Jun 2523 Jun 2627 Jun 2727 Jun 27
Weighted average
share price at grant
date ($)
1.391.391.390.950.710.71
Risk free interest rate4.5%4.6%4.5%3.6%3.5%3.5%
Expected volatility45%45%45%50%55%55%
104
RAKON / ANNUAL REPORT / 2025
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / CONTINUED
29. CONTINGENCIES
Prior to acquisition, Rakon India received income tax and indirect tax assessments, which had been
in dispute. The Directors of Rakon India believe the positions are likely to be upheld and accordingly
no provision was made. The below summarises the potential taxes that need to be paid if the
assessments are not upheld.
Income taxes
• 2013/14 – no increase in taxable income (tax value $540,000)
• 2014/15 – advance payment delay (tax value $20,000)
Indirect taxes
• December 2010/August 2012 – excess input credit applied (tax value $400,000).
Penalty applicable at 100% of tax value.
30. SUBSEQUENT EVENTS
The Directors are not aware of any material events subsequent to the balance date 31 March 2025
that require additional disclosure.
105
RAKON / ANNUAL REPORT / 2025
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / CONTINUED
Independent auditor’s report
To the shareholders of Rakon Limited
Our opinion
In our opinion, the accompanying consolidated financial statements (the financial statements) of
Rakon Limited (the Company), including its subsidiaries (the Group), present fairly, in all material
respects, the financial position of the Group as at 31 March 2025, its financial performance and its
cash flows for the year then ended, in accordance with New Zealand Equivalents to International
Financial Reporting Standards (NZ IFRS) and International Financial Reporting Standards
Accounting Standards (IFRS Accounting Standards).
What we have audited
The Group’s financial statements comprise:
• the consolidated balance sheet as at 31 March 2025;
• the consolidated statement of comprehensive income for the year then ended;
• the consolidated statement of changes in equity for the year then ended;
• the consolidated statement of cash flows for the year then ended; and
• the notes to the financial statements, comprising material accounting policy information and
other explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand)
(ISAs (NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those
standards are further described in the Auditor’s responsibilities for the audit of the financial
statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Independence
We are independent of the Group in accordance with Professional and Ethical Standard 1
International Code of Ethics for Assurance Practitioners (including International Independence
Standards) (New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards
Board and the International Code of Ethics for Professional Accountants (including International
Independence Standards) issued by the International Ethics Standards Board for Accountants
(IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these
requirements.
In our capacity as auditor and assurance practitioner, our firm provides access to training material
through an on-line platform, other assurance and agreed-upon procedures services. The firm has
no other relationship with, or interests in, the Group.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance
in our audit of the financial statements of the current year. These matters were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.
PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142 New Zealand
T: +64 9 355 8000, www.pwc.co.nz
106
RAKON / ANNUAL REPORT / 2025
FINANCIAL STATEMENTS
INDEPENDENT AUDITOR’S REPORT / CONTINUED
Description of the key audit matterHow our audit addressed the key audit matter
Valuation of inventories
The carrying value of the Group’s inventories at 31 March 2025 was $46.4 million (31 March 2024
$54.9 million) net of inventory provision of $9.1 million (31 March 2024 $6.9 million). The Group
holds inventories in New Zealand, France and India.
The cost of inventories reflects the cost of direct materials and where relevant, direct labour costs,
including an allocation of variable and fixed overhead expenditure.
Inventories are stated at the lower of cost or net realisable value. The Group has recorded an
inventory provision to reflect management’s best estimate of the net realisable value of inventories.
Determining the provision involves significant judgement considering a range of factors including
expected future consumption assumptions.
Valuation of inventories is an area of focus and key audit matter for the audit due to the significance
of the inventory balance, the complexity of inventory costing, and the judgements involved in
estimating the inventory provision.
Note 12 of the financial statements describes the accounting policy and the judgements and
estimates applied by management in recognising inventories.
Our procedures included the following:
• gaining an understanding of the key processes, controls and judgements surrounding inventory
costing and provisioning;
• testing certain controls over inventory costing;
• on a sample basis, testing the cost of materials and finished goods to supporting documents;
• ensuring direct labour and overhead expenditure capitalised are in line with the requirements of
underlying accounting standards;
• evaluating the reasonableness of direct labour and overhead expenditure capitalised into
inventory by performing analytical procedures;
• on a sample basis, testing the accuracy of inputs into the inventory provision calculation
including assessing the reasonableness of future consumption estimates;
• performing recalculations over the provision to ensure its mathematical accuracy;
• assessing and challenging the appropriateness of the Group’s provisioning by reviewing
changes in methodologies, testing assumptions on a sample basis for the most significant
provisions and performing lookback procedures;
• testing the net realisable value of finished goods, on a sample basis, by comparing the cost with
recent sales; and
• reviewing the appropriateness of disclosures in the financial statements.
107
RAKON / ANNUAL REPORT / 2025
FINANCIAL STATEMENTS
INDEPENDENT AUDITOR’S REPORT / CONTINUED
Our audit approach
Overview
Overall group materiality: $1,036,000, which represents approximately
1% of total revenues.
We chose total revenues as the benchmark because, in our view,
revenue provides a more stable measure for establishing our materiality
benchmark, and is a generally accepted benchmark.
Following our assessment of the risk of material misstatement, we:
• Performed full scope audits for the two principal businesses in
New Zealand and France based on their financial significance;
• Performed specified procedures and analytical review procedures over
the business in India;
• Analytical review procedures were performed on the investment in
Timemaker and other remaining entities.
As reported above, we have one key audit matter, being:
• Valuation of Inventories
As part of designing our audit, we determined materiality and assessed the risks of material
misstatement in the financial statements. In particular, we considered where management made
subjective judgements; for example, in respect of significant accounting estimates that involved
making assumptions and considering future events that are inherently uncertain. As in all of our
audits, we also addressed the risk of management override of internal controls, including among
other matters, consideration of whether there was evidence of bias that represented a risk of
material misstatement due to fraud.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed
to obtain reasonable assurance about whether the financial statements are free from material
misstatement. Misstatements may arise due to fraud or error. They are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of the financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality,
including the overall Group materiality for the financial statements as a whole as set out above.
These, together with qualitative considerations, helped us to determine the scope of our audit, the
nature, timing and extent of our audit procedures, and to evaluate the effect of misstatements, both
individually and in the aggregate, on the financial statements as a whole.
How we tailored our group audit scope
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an
opinion on the consolidated financial statements as a whole, taking into account the structure of the
Group, the accounting processes and controls, and the industry in which the Group operates.
Other information
The Directors are responsible for the other information. The other information comprises the
information included in the Annual Report, but does not include the financial statements and our
auditor’s report thereon. The Annual Report is expected to be made available to us after the date of
this auditor’s report.
Our opinion on the financial statements does not cover the other information and we will not
express any form of audit opinion or assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the audit, or otherwise appears to be
materially misstated.
When we read the other information not yet received, if we conclude that there is a material
misstatement therein, we are required to communicate the matter to the Directors and use our
professional judgement to determine the appropriate action to take.
Materiality
Group
Scoping
Key Audit
Matters
108
RAKON / ANNUAL REPORT / 2025
FINANCIAL STATEMENTS
INDEPENDENT AUDITOR’S REPORT / CONTINUED
Responsibilities of the Directors for the financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation
of the financial statements in accordance with NZ IFRS and IFRS Accounting Standards, and for
such internal control as the Directors determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern, and
using the going concern basis of accounting unless the Directors either intend to liquidate the Group
or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements, as
a whole, are free from material misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but
is not a guarantee that an audit conducted in accordance with ISAs (NZ) and ISAs will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is
located at the External Reporting Board’s website at:
https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-report-1-1/
This description forms part of our auditor’s report.
Who we report to
This report is made solely to the Company’s shareholders, as a body. Our audit work has been
undertaken so that we might state those matters which we are required to state to them in an
auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept
or assume responsibility to anyone other than the Company and the Company’s shareholders, as a
body, for our audit work, for this report, or for the opinions we have formed.
The engagement leader on the audit resulting in this independent auditor’s report is John (Jolly)
Morgan.
For and on behalf of:
PricewaterhouseCoopers Auckland
27 May 2025
109
RAKON / ANNUAL REPORT / 2025
FINANCIAL STATEMENTS
Remuneration Report
REMUNERATION
Oversight of policy and processes in relation to the remuneration of Directors and executives is a
key responsibility of the People Committee.
Remuneration of Directors
The total remuneration available for Directors is approved by shareholders. The Board determines
the level of remuneration paid to Directors from the approved collective pool. Directors are also
reimbursed for reasonable travel, accommodation and other expenses incurred in the course of
performing their duties.
The total annual fees pool is $603,500 for six non-executive Directors and includes a reserve from
which the Board may approve payment to directors who have undertaken significant additional
work. The level of non-executive Directors’ fees was last reviewed in 2023 and an increase was
approved by shareholders at the annual meeting held in August 2023. Any future proposed
increases in the level of non-executive Directors’ fees will also be put to an annual meeting of
shareholders for approval.
As at 31 March 2025 the Board comprises six non-executive directors.
ROLE
DIRECTORS’ FEES
(effective from
1/10/2023)
Chair$145,000
Non-executive Director $72,500
Chair of Audit & Risk Committee$12,000
Chair of People Committee $9,000
Provision for additional work if required$75,000
Total Fees Pool based on six non-executive Directors $603,500
When the Board seeks advice in relation to Directors’ remuneration, the consultants are
required to declare their independence. If the Board elects to state publicly that it is relying on
such advice in respect of its remuneration proposal, a summary of the findings will be disclosed
to shareholders as part of the approval process. A summary of the report prepared by Strategic
Pay in relation to the proposal to increase Directors’ fees at the 2023 Annual Meeting was made
available on the Rakon website prior to that meeting.
Rakon’s Remuneration (Directors and Executives) Policy recognises that investors have a
particular interest in director and executive remuneration and that the remuneration of directors
and executives should be transparent, fair and reasonable. The policy outlines the framework
within which Rakon determines remuneration for its Directors and executives.
Rakon applies a fair and equitable approach to remuneration, considering the financial position
of the company and the external environment.
The Remuneration (Directors and Executives) Policy records that Rakon and its People
Committee may obtain independent advice and relevant market data and benchmarking in New
Zealand and other regions in which it operates from appropriately qualified consultants to assist
in setting remuneration for its executives, Chief Executive Officer and Directors. External advice
is sought regularly to ensure remuneration is benchmarked to the market.
110
RAKON / ANNUAL REPORT / 2025
REMUNERATION REPORT
Directors fees detailed exclude both GST and reimbursed costs directly associated with carrying out
their duties. Directors who were members of the Rakon Board’s Independent Director Committee
received additional fees which were approved by the Board in connection with additional work of the
Committee in connection with non-binding indicative offers received by Rakon Limited in FY24
and FY25. Time sheets recorded by Directors who were members of the Independent Committee
demonstrate that they worked many additional hours over and above those they were able to be
compensated for from the Additional Work pool approved by shareholders at the 2023 Annual Meeting.
Employees’ remuneration
During the year ended 31 March 2025, the following numbers of employees or former employees
of Rakon Limited and its subsidiaries, not being Directors of Rakon Limited, received remuneration
including the value of other benefits in excess of $100,000 in the bands set out below:
Remuneration
Number of
employees
$100,000 – $110,00031
$110,001 – $120,00022
$120,001 – $130,00019
$130,001 – $140,0009
$140,001 – $150,0007
$150,001 – $160,00017
$160,001 – $170,0008
$170,001 – $180,00011
$180,001 – $190,00010
$190,001 – $200,0004
$200,001 – $210,0006
$210,001 – $220,0002
$220,001 – $230,0004
$230,001 – $240,0003
$240,001 – $250,0004
$250,001 – $260,0001
$260,001 – $270,0005
$270,001 – $280,0003
Remuneration
Number of
employees
$280,001 – $290,0004
$290,001 – $300,0001
$300,001 – $310,0003
$330,001 – $340,0001
$340,001 – $350,0001
$350,001 – $360,0001
$370,001 – $380,0001
$380,001 – $390,0001
$400,001 – $410,0001
$410,001 – $420,0001
$420,001 – $430,0002
$440,001 – $450,0001
$480,001 – $490,0001
$510,001 – $520,0001
$910,001 – $920,0002
$1,131,000 – $1,140,0001
Total 189 employees
Details of individual Directors’ remuneration for the year ended 31 March 2025 are set out in the
table below:
Director Remuneration Paid
DirectorRolesFees paid
Lorraine Witten
3
Board Chair; Chair Audit & Risk
(September 2024 to March 2025)
Member of Independent Committee
$175,320
Sinead Horgan
3
(retired effective 27 August 2024)
Chair Audit & Risk;
Chair Independent Committee
(April 2024 to August 2024)
$47,470
Keith Watson
3
(retired effective17 March 2025)
Chair of People Committee;
Member Independent Committee;
Chair Independent Committee
(September 2024 to March 2025)
$89,653
Keith Oliver
3
(retired effective 1 November 2024)
Member Independent Committee$59,400
Jung Meng Tseng
1
$73,155
Brent Robinson
2
–
Mark Bregman
3
(appointed effective 1 November 2024)
Member Independent Committee$30,482
Lisbeth Jacobs
(appointed effective 17 March 2025)
–
Jon Raby
(appointed effective 24 March 2025)
Chair of Audit & Risk Committee
(24 March 2025)
–
1 Equivalent ordinary Director fee in USD.
2 Employed as Chief Technology Officer until 30 November 2024, received salary and benefits and did not receive
any director fees in FY2025.
3 Member of Independent Committee eligible for additional fees
111
RAKON / ANNUAL REPORT / 2025
REMUNERATION REPORT
The performance hurdle for the LTI Plan offer made in relation to FY25 is consistent with the offer
made in previous years. The hurdle is dependent upon Rakon achieving a higher Total Shareholder
Return (TSR) (which measures share price movement and dividends and other distributions) over a
three-year vesting period relative to the TSR of companies within the NZX50 Index. To satisfy the
performance hurdle and satisfy that vesting condition, the percentage change in the TSR of Rakon
over the vesting period must be greater than the percentage change in the NZX50 Index over the
same period. To minimise the impact of short-term price volatility, TSR for Rakon as at the vesting
period commencement date and the vesting date is calculated using the volume weighted average
price (VWAP) of Rakon shares calculated from trades through the NZX Main Board over the 20
trading days up to and including the date on which the relevant calculation is made.
The Board has discretion in relation to determining whether the vesting conditions have been
satisfied including reserving the right to adjust calculations relating to the calculation of the TSR of
Rakon or the NZX50 to take account of any capital reconstructions, corporate transactions, changes
to the composition of the NZX50 or other circumstances which in its opinion are appropriate in the
circumstances and consistent with the intention of the performance hurdle.
At vesting, subject to meeting the performance hurdles set at the time of grant, each share right is
converted to one ordinary share or the equivalent value in cash where the key employee has been
issued phantom share rights.
The employee is liable for tax on any shares or cash received under the LTI Plan. At the discretion
of the Board, grants of share rights or phantom rights will continue to be made annually with
performance measured over a three-year period.
The value of the grant to each key employee for the LTI Plan in FY25 was set by reference to tiers
determined by reference to weighting criteria applied to each key employee including a range of
metrics for leadership, expertise, experience industry and future potential.
Executive remuneration
In general, executive remuneration comprises a fixed base salary and an at-risk portion being a
percentage of executives’ fixed remuneration determined annually.
Performance targets for at-risk incentives are set at the commencement of the period and are
generally based on financial measures including company earnings targets, progress against
objectives related to the strategic plan, business unit objectives and personal objectives.
Short-term incentives
Short term incentives (STI) linked to company objectives are agreed with the Board and
achievement and payment is determined at the discretion of the Board with achievement measured
against company performance metrics and criteria based on company priorities. In general, the
company objectives represent 50% of the STI with achievement targets for those company
objectives being scaled relative to budgeted EBITDA and personal objectives represent the other
50% of the STI. The Chief Executive Officer is responsible for agreeing and assessing achievement
of his direct reports’ personal objectives. In FY25 the executive team, including the Chief Executive,
waived their entitlement to a STI.
LTI Plan
In December 2021, Rakon implemented a Long Term Incentive (LTI) Plan for key employees
including the executive team with participation determined at the discretion of the Board. The LTI is
designed to promote the retention of key employees across Rakon’s global team and drive longer-
term performance and alignment of incentives with the interests of the company’s shareholders.
Under the rules of the LTI Plan, the Board will grant share rights or phantom share rights to selected
key employees of Rakon, with the number of rights granted being determined by dividing the gross
value of the grant by the value of one Rakon share at the calculation date. The rules of the LTI Plan
provide for the Board to offer phantom share rights to key employees where they are based outside
New Zealand, or the Board determines (at its discretion) that additional regulatory requirements
would apply to an employee’s receipt of shares.
112
RAKON / ANNUAL REPORT / 2025
REMUNERATION REPORT
Breakdown of CEO’s pay for performance
The following tables provide a breakdown of the performance measures within the Chief Executive
Officer’s LTI entitlement, including details about the incumbent’s quanta, performance and actual
at-risk remuneration outcomes. A STI was not offered in FY25.
LTI
Performance measures
and related weighting Achievement OutcomeCommentary
FY22 31.6%
of Base Salary
TSR100%Outcome measured
June 2024
Share rights scheme.
The grants are subject to a
3 year vesting period with
the following hurdles:
• Continued employment
• TSR measured against
the NZX50 index
FY23 39%
of Base Salary
TSR100%Outcome to be
measured June 2025.
TSR not satisfied and
Share Rights Lapsed
FY24 35%
of Base Salary
TSR100%Outcome to be
measured June 2026
FY25 30%
of Base Salary
TSR100% Outcome to be
measured June 2027
100%Rakon to disclose as
% of target LTI
CEO remuneration
The review and approval of the Chief Executive Officer’s remuneration is the responsibility of the
People Committee and the Board.
External advice is sought to inform the determination of the remuneration of the Chief Executive
Officer.
Dr. Sinan Altug was appointed Chief Executive Officer from 1 April 2022. His remuneration paid
for the year ended 31 March 2025 includes a base salary, health insurance and a STI payment in
relation to FY24. There were no KiwiSaver contributions paid by the company.
The total remuneration the Chief Executive Officer received during FY25 comprised the following:
Current
YearBase SalaryBenefits
Total fixed
remunerationSTILTI
Retention
Bonus
Total
Remuneration
FY25$771,352$4,557$775,909$105,963$0$250,000$1,131,872
FY24$715,618$3,788$719,406$174,435$0$893,841
FY23$619,467$50,168$669,635$156,090$0$825,725
(a)(b)(c)(d)
(a) Benefits including medical insurance.
(b) The STI component paid in FY25 related to performance in FY24 and was awarded at 84.1%
of the personal portion of the FY24 Target STI. No part of the company portion of the FY24 STI
was paid.
(c) No LTI payments were made in FY25 as the LTI FY22 TSR performance hurdle was not satisfied
and Share Rights lapsed.
(d) Receipt of retention bonus set in FY24 and paid in FY25 in connection with non-binding
indicative offers received by company in FY24 and FY25.
113
RAKON / ANNUAL REPORT / 2025
REMUNERATION REPORT
CEO remuneration framework
The Chief Executive Officer’s remuneration structure is consistent with the remuneration structure
described previously. The charts below illustrate the CEO’s total remuneration components for FY25
(comprising fixed and LTI components noting annual variable (STI) not applicable for FY25) under
threshold, on-target and maximum performance.
No LTI components vested in FY25. No STI was offered in relation to FY25.
CEO remuneration components FY2025
$0
$200,000
$400,000
$600,000
$800,000
$1,000,000
$1,200,000
MaximumOn-targetThreshold
21%
21%
21%
79%
79%
79%
Fixed remuneration LTI
$0
$200,000
$400,000
$600,000
$800,000
$1,000,000
$1,200,000
MaximumOn-targetThreshold
21%
21%
21%
79%
79%
79%
Fixed remuneration LTI
The following diagram illustrates delivery of the cash and equity remuneration components over
time for FY25.
CEO remuneration timing – FY25
Year 1Year 2Year 3
FAR
Base salary + benefits
LT I
Performance period
LTI interests granted to the CEO:
Share Rights that have been granted or vested to, or forfeited by the Chief Executive Officer as at
31 March 2025 are detailed in the following table. The Chief Executive Officer’s entitlements to
share rights granted in FY22 in relation to his previous role as Chief Operating Officer at Rakon did
not vest in June 2024 and have lapsed. The Chief Executive Officer has been granted share rights
in relation to FY23 and FY25 which if they vest would result in the transfer of shares and phantom
share rights in relation to FY24 which if they vest would result in a cash payment.
Type of
scheme
interestGrant date
Vesting
date
Face
value of
award and
vesting at
threshold
Number
of share
rights’
granted
Summary of
performance
measures
and targets
Number
of share
rights
forfeited
Number
of shares
vested
Share
Rights
15
December
2021
25 June
2024
$165,107181,436TSR181,4360
Share
Rights
14 March
2023
24 June
2025
$250,000180,000TSR0Not yet
applicable
Phantom
Share
Rights
8 March
2024
23 June
2026$250,000263,130TSR0
Not yet
applicable
Share
Rights
21 March
2025
27 June
2024$210,659295,000TSR0
Not yet
applicable
(a)(b)
(a) The vesting conditions include a continued employment condition and a performance hurdle.
The Board determines whether each of these conditions have been satisfied before vesting.
(b) To satisfy the vesting condition, the percentage change in the Total Shareholder Return (TSR) of
Rakon over the vesting period must be greater than the percentage change in the NZX50 Index
over the same period. If this is not satisfied, the share rights lapse.
114
RAKON / ANNUAL REPORT / 2025
REMUNERATION REPORT
Shareholder Information 2025
Directors of subsidiaries
Directors of the company’s subsidiaries do not receive any remuneration or other benefits in
respect of their appointments. The remuneration and other benefits of any such directors (not
being directors of Rakon Limited) who are employees of the Rakon group totalling $100,000 or
more during the year ended 31 March 2025 are included in the relevant bandings for remuneration
disclosed in the Remuneration Information section of the 2025 Annual Report.
The following people held office as directors of subsidiary companies at 31 March 2025:
EntityDirector (or authorised representative where noted)
Rakon America LLCJohn Mundschau (authorised representative)
Rakon Singapore (Pte) LimitedBrent Robinson, Darren Robinson, Aloysius Wee
Rakon Financial Services LimitedBrent Robinson, Darren Robinson
Rakon International LimitedBrent Robinson
Rakon UK Holdings LimitedSinan Altug, Brent Robinson, Darren Robinson,
Rakon UK LimitedSinan Altug, Brent Robinson, Darren Robinson,
Rakon France SASBrent Robinson
Rakon Investment HK LimitedBrent Robinson
Rakon Crystal Electronic
International Limited
Daryoush Shahidi (authorised representative)
Rakon HK LimitedBrent Robinson, Darren Robinson, Zhuzhi Ye, Rongguo Chen
Rakon ESOP Trustee LimitedLorraine Witten, Keith Oliver
Rakon PPS Trustee LimitedLorraine Witten, Keith Oliver
Rakon India (Private) LimitedBrent Robinson, P.M. Unnikrishnan, Arun Parasnis
Directors’ interests
As permitted by the Companies Act 1993 and the company’s constitution, all Directors received
the benefit of an indemnity from Rakon Limited and the benefit of Directors and Officers liability
insurance cover maintained by the company.
The company maintains an interests’ register in accordance with the Companies Act 1993 and the
Financial Markets Conduct Act 2013. The following are particulars of entries, including the date of
disclosure shown in brackets, made in the company’s interests’ register during the year ended 31
March 2025.
Lorraine Witten
• Ceased as a shareholder of Simply Security Limited (April 2024)
• Ceased as Chair of vWork Limited (April 2024)
• Ceased as Chair of Move Logistics Limited (29 May 2024)
• Ceased as Director of Move Logistics Limited (24 October 2024)
• Announced retirement as a Director of Rakon Limited effective 22 August 2025 (28 April 2025)
Sinead Horgan
• Resigned as Chair of Audit & Risk Committee and as a Director of Rakon Limited effective
27 August 2024 ( 26 June 2024)
Keith Oliver
• Resigned as a Director of Rakon Limited effective 1 November 2024 (2 October 2024)
Mark Bregman
• Appointed as a Director of Rakon Limited effective 1 November 2024 (2 October 2024)
• Director of Marama Labs Limited (2 October 2024)
• Director of Quidnet Ventures General Partner Limited and Quidnet Ventures Founding LPS
Nominee Limited (2 October 2024)
• Board member of Bay Area Science and Innovation Consortium (2 October 2024)
• Member of Physical Sciences Investment Committee for Return on Science and Digital
Technologies Investment Committee for Return on Sciences hosted by Auckland Uniservices
(2 October 2024)
Lisbeth Jacobs
• Appointed as Director of Rakon Limited effective 17 March 2025 (26 February 2025)
• Chief Executive of Gallagher Animal Management Limited (26 February 2025)
• Director Goodnature Limited (17 March 2025)
• Honorary Consul of Belgium (17 March 2025)
Keith Watson
• Resigned as Chair of NZIER (27 August 2024)
• Resigned as Director of Rakon Limited effective 17 March 2025 (26 February 2025)
Jon Raby
• Appointed as Director and Chair of Audit & Risk Committee of Rakon Limited effective from
24 March 2025 (17 March 2025)
• Director New Zealand Shareholders’ Association (24 March 2025)
• Director and shareholder of Consilium Astra Limited (24 March 2025)
115
RAKON / ANNUAL REPORT / 2025
SHAREHOLDER INFORMATION
Directors’ shareholdings
Directors’ shareholdings in Rakon Limited as recorded in the interests’ register of the company as at
31 March 2025 are set out below:
NameCategoryShareholding
Brent Robinsonshares held with beneficial interest35,308,538
Lorraine Wittenshares held with non-beneficial interest
1
2,093,299
Lorraine Witten shares held with beneficial interest 222,720
Keith Watsonshares held with beneficial interest130,000
Keith Olivershares held with non-beneficial interest
1
2,093,299
1 Lorraine Witten and former Director Keith Oliver jointly held the same parcel of 2,093,299 ordinary shares as
trustees of Rakon ESOP Trustee Limited.
Substantial Quoted Financial Product holders
The following information is given pursuant to Section 293 of the Financial Markets Conduct
Act 2013.
According to the notices given under Financial Markets Conduct Act 2013 (or its predecessor
the Securities Markets Act 1988), the following persons were substantial product holders in the
company as at 31 March 2025 in respect of the number of voting products below. As at 31 March
2025, the company had one share class on issue, comprising of 229,809,013 voting shares:
NameRelevant InterestNumber Held%
Siward Crystal Technology Co. Limitedregistered holder28,016,68112.19
Brent John Robinsonregistered holder9,915,4144.31
Brent John Robinsonregistered holder and beneficial
owner
25,393,12411.05
Darren Paul Robinsonregistered holder9,914,1804.31
Darren Paul Robinsonregistered holder and beneficial
owner
25,393,12411.05
Michael Daniel (including Wairahi
Investments Limited (5.70%))
power to acquire or dispose of,
or control the acquisition or disposal
of the shares
15,700,0006.90
Spread of Quoted Financial Product holders and holdings as at 9 May 2025
Size of holdingNumber of holders%Total number held%
1 – 99551.282,4520.00
100 – 199731.699,5790.00
200 – 4992285.2968,2800.03
500 – 9993117.21202,3300.09
1,000 – 1,99966415.40858,8740.37
2,000 – 4,9991,01523.543,081,120 1.34
5,000 – 9,99962914.594,054,194 1.76
10,000 – 49,99999723.1320,004,432 8.70
50,000 – 99,9991663.8511,061,8784.81
100,000 – 499,9991303.0223,876,906 10.39
500,000 – 999,999170.3911,717,9535.10
1,000,000 – 99,999,999260.60154,871,01567.39
Total4,311100229,809,013100
116
RAKON / ANNUAL REPORT / 2025
SHAREHOLDER INFORMATION
Twenty largest Quoted Financial Product holders as at 9 May 2025
NameShareholding%
Siward Crystal Technology Co. Limited28,016,68112.19
Brent John Robinson and Darren Paul Robinson as trustees of
Ahuareka Trust
25,393,12411.05
Wairahi Investments Limited13,100,0005.70
Brent John Robinson 9,915,4144.31
Darren Paul Robinson 9,914,1804.31
Accident Compensation Corporation
1
8,572,8583.73
Forsyth Barr Custodians Limited <1-Custody>6,822,5502.97
New Zealand Depository Nominee Limited <A/C 1 Cash Account>6,325,6792.75
Forsyth Barr Custodians Limited <Account 1 NRL> 5,450,0002.37
Custodial Services Limited <A/C 4>3,887,6051.69
Etimes Group International Limited3,697,7161.61
Forsyth Barr Custodians Limited <Account 1 E>3,182,5421.38
F B Trustee Limited <Fergus Brown Family A/C>3,000,0001.31
Fergus David Elliott Brown3,000,0001.31
Michael Murray Benjamin3,000,0001.31
Wairahi Holdings Limited 2,750,0001.20
FNZ Custodians Limited2,601,1171.13
Rakon ESOP Trustee Limited2,093,2890.91
Iconic Investments Limited1,835,3240.80
Phillip Malcolm Cook & Delia Joan Cook1,700,0000.74
Top 20 holders of ORDINARY SHARES (Total)144,258,07962.77
Total Remaining Holders Balance85,550,93437.23
1 Held through New Zealand Central Securities Depository Limited, which is a depository that allows electronic
trading of securities by members.
NZX waivers
For the purposes of Rakon’s disclosure obligation under Rule 3.7.1(g) Rakon confirms:
There were no NZX waivers granted or published by NZX within or relied upon in the 12 months
ended 31 March 2025.
Credit rating
The company does not currently have an external credit rating status.
Exercise of disciplinary powers
Neither the NZX nor the Financial Market Authority took any disciplinary action against the company
during the financial year ended 31 March 2025.
Donations
The company has a policy that it does not make political donations. No political donations were
made in the year ended 31 March 2025.
117
RAKON / ANNUAL REPORT / 2025
SHAREHOLDER INFORMATION
NZX CGC
RecommendationAnnual Report: section and page reference
PRINCIPLE 1 – ETHICAL STANDARDS
1.1 Code of ethicsCorporate Governance: Code of Ethical Behaviour. Page 47.
1.2 Financial product
dealing policy
Corporate Governance: Code of Ethical Behaviour. Page 47.
PRINCIPLE 2 – BOARD COMPOSITION & PERFORMANCE
2.1 Board charterCorporate Governance: Board Composition and Performance.
Page 48.
2.2 Board nomination
and appointment
Corporate Governance: Board Composition and Performance.
Page 48.
2.3 Director agreementsCorporate Governance: Board Composition and Performance.
Page 48.
2.4 a. Director profiles,
tenure and
ownership
interests
Board and Management Profiles: Our Board. Pages 34-35.
Shareholder Information 2025: Directors’ shareholdings. Page 115.
b. Director meeting
attendance
Corporate Governance: Board Composition and Performance: Board
meetings and attendance. Page 49.
c. Director
independence
Corporate Governance: Board Composition and Performance:
Independence. Page 51.
2.5 Diversity policyCorporate Governance: Board Composition and Performance:
Diversity. Page 50.
2.6 Director trainingCorporate Governance: Board Composition and Performance: Director
Development. Page 50.
2.7 Director
performance
Corporate Governance: Board Composition and Performance: Board,
Committee and Director Evaluation. Page 50.
NZX CGC
RecommendationAnnual Report: section and page reference
2.8 Majority of
independent
directors
Corporate Governance: Board Composition and Performance:
Independence. Page 51.
2.9 Independent chairCorporate Governance: Board Composition and Performance:
Independence. Page 51.
2.10 Chair/CEO
separation
Corporate Governance: Board Composition and Performance:
Independence. Page 51.
PRINCIPLE 3 – BOARD COMMITTEES
3.1 Audit committeeFrom 28 August 2024 to 24 March 2025 the Chair of the Board
filled the role of the Chair of the Audit & Risk Committee and other
vacancies arising during the course of the year were filled by other
Directors.
Corporate Governance: Committees. Pages 52-53.
3.2 Employees to attend
audit committee only
by invitation
Corporate Governance: Committees. Page 53.
3.3 Remuneration
committee
Corporate Governance: Committees. Pages 52-53.
3.4 Nomination
committee
Corporate Governance: Committees. Pages 52-53.
3.5 Additional standing
committees
Corporate Governance: Committees: Other Committees. Page 53.
3.6 Control transaction
protocol
Rakon does not have a specific takeover response policy. If a control
transaction situation arises, Rakon will convene a committee of
independent Directors to oversee disclosure, evaluation and response
and engage expert legal and financial advisers to advise the committee.
Corporate Governance: Committees: Control transaction protocols.
Page 53.
Indexing
118
RAKON / ANNUAL REPORT / 2025
INDEXING
NZX CGC
RecommendationAnnual Report: section and page reference
PRINCIPLE 4 – REPORTING & DISCLOSURE
4.1 Continuous
disclosure policy
Corporate Governance: Reporting and Disclosure: Continuous
Disclosure. Page 53.
4.2 Code of ethical
behaviour, charters
and policies
on website
Corporate Governance: Key governance documents. Page 54.
4.3 Balanced, clear
and objective
financial reporting
Corporate Governance: Reporting and Disclosure: Financial
Information: Page 54.
Financial Statements. Pages 61-109.
4.4 Non-financial
disclosure
Driving Sustainability Through Our Business. Pages 38-47.
Corporate Governance: Reporting and Disclosure: Non-financial
Information. Page 54.
PRINCIPLE 5 – REMUNERATION
5.1 Director
remuneration policy
Remuneration Report: Remuneration: Remuneration of Directors.
Page 110-111.
5.2 Executive
remuneration policy
Remuneration Report: Remuneration: Executive Remuneration.
Page 112.
5.3 CEO remunerationRemuneration Report: Remuneration: CEO Remuneration.
Page 113-114.
PRINCIPLE 6 – RISK MANAGEMENT
6.1 Risk Management
Framework
Corporate Governance: Risk management. Page 54-55.
6.2 Health and
safety risks
Corporate Governance: Risk management: Health, Safety and
Wellbeing. Page 56.
NZX CGC
RecommendationAnnual Report: section and page reference
PRINCIPLE 7 – AUDITORS
7.1 Relationship with
external auditors
Corporate Governance: Auditors: External Audit. Page 57.
7.2 Attendance of
external auditor at
annual meeting
Corporate Governance: Auditors: External Audit. Page 57.
7.3 Internal auditCorporate Governance: Auditors: Internal Audit. Page 57.
PRINCIPLE 8 – SHAREHOLDER RIGHTS & RELATIONS
8.1 Investor website
rakon.com/investors
8.2 Shareholder
communications
Corporate Governance: Shareholder Rights and Relations. Page 58.
8.3 Shareholders’
right to vote
Corporate Governance: Shareholder Rights and Relations. Page 58.
8.4 Pro rata offersThe Board notes the NZX Corporate Governance Code
recommendation in relation to considering the interests of all
existing financial product holders. The Board will take account of
the recommendation in the event of a capital raise, as well as the
expectation that it should explain why any capital raising method
other than pro-rata was preferred when reporting against the
NZX Code.
Corporate Governance: Shareholder Rights and Relations. Page 58.
8.5 Notice of meetingRakon’s notice of meeting will be available at least 20 working
days prior to the meeting on the NZX with a link to stock exchange
announcements provided in the “Investors-Reports, Presentations
and Events” section of the company’s website. Page 58.
119
RAKON / ANNUAL REPORT / 2025
INDEXING
REGISTERED OFFICE
Rakon Limited
8 Sylvia Park Road
Mt Wellington
Auckland 1060
New Zealand
Telephone: +64 9 573 5554
MAILING ADDRESS
Rakon Limited
Private Bag 99943
Newmarket
Auckland 1149
New Zealand
DIRECTORS
Mark Bregman
Lisbeth Jacobs
Jon Raby
Brent Robinson
Jung Meng Tseng
Lorraine Witten (Chair)
PRINCIPAL LAWYERS
Bell Gully
PO Box 4199
Shortland Street
Auckland 1140
New Zealand
AUDITORS
PricewaterhouseCoopers
Private Bag 92162
Auckland 1142
New Zealand
BANKERS
The Hongkong and Shanghai Banking
Corporation Limited
PO Box 5947
Wellesley Street
Auckland 1141
New Zealand
SHARE REGISTRAR
Computershare Investor Services Limited
Private Bag 92119
Victoria Street West
Auckland 1142, New Zealand
Managing Your Shareholding Online
To change your address, update your payment
instructions or view your investment portfolio,
including transactions, please visit:
www.investorcentre.com/nz
General enquiries can be directed to:
enquiry@computershare.co.nz
Telephone: +64 9 488 8777
Directory
120
RAKON / ANNUAL REPORT / 2025
DIRECTORY
www.rakon.com
© Rakon Limited 2025
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.