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Rakon 2025 Annual Report

Annual Report30 June 2025RAKInformation Technology

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.

---

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

13

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.

41

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.

42

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.

44

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.

51

RAKON / ANNUAL REPORT / 2025SUSTAINABILITY AND ESG

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.

52

RAKON / ANNUAL REPORT / 2025SUSTAINABILITY AND ESG

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

53

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.

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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.

57

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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.