EROAD Continues Transformation, Reports FY26 Results
EROAD Continues Transformation, Reports FY26 Results
25 May 2026
Leading transportation technology services company EROAD Limited (NZX/ASX: ERD), today released
its financial performance for the 12 months ended 31 March 2026 as it executes on its transformation
plan to restore performance and deliver value.
The results reflect the group-wide transformation plan currently underway to address legacy
operational and product challenges, a refocus on EROAD’s core ANZ markets, and a reset of
operations under a regional operating model.
Good progress is being made on all strategic priorities with significant improvement being targeted
for FY28.
All numbers are stated in New Zealand dollars (NZ$) and relate to the 12 months ended 31 March
2026 (FY26), unless stated otherwise. Comparisons relate to the twelve months ended 31 March 2025
(FY25).
FY26 Summary
1
• Revenue of $195.2m, up 0.4% reflecting strong growth in Australia, steady growth in New
Zealand and a decline in North America as the result of previously disclosed customer non-
renewal.
• Annualised Recurring Revenue was $174.3m in FY26, down 0.5%, with good ARR growth in
New Zealand and Australia offset by a decline in North America.
• Free Cash Flow (to the firm) of $0.1m reflecting the temporary impact of the 4G upgrade
program. When normalized for this, free cash flow (to the firm) was $14.4m (margin of 7.4%).
• Normalised EBIT
2
was $2.9m, reflecting higher operating costs, non-recurring expenses and
lower capitalisation of R&D partially related to accounting policy adjustments.
• EBIT of negative $155.9m includes a non-cash impairment to the North American assets of
$134.7m previously reported in October 2025. Net Loss After Tax was negative $161.1m.
• Liquidity remains strong at $49m with a $65m of credit facility limit against $16m of net debt to
support growth and fund large enterprise deployments.
1
EROAD has presented certain non-GAAP financial measures as part of its FY26 results, which EROAD’s directors
and management believe provide useful information as they exclude any impacts of one-offs which can make it difficult to
compare and assess EROAD’s performance. The non-GAAP financial measures EROAD has used in this document are Annualised
Recurring Revenue (ARR), EBIT, Normalised EBIT, Normalised Revenue and Free Cash Flow. A detailed reconciliation of non-GAAP
measures to EROAD’s reported financial information is included on EROAD’s website
(http://www.eroadglobal.com/global/investors/). General information about EROAD’s use of non-GAAP financial information is
included on page 2 of the FY26 Investor Presentation.
2
Normalised for impairment to North American goodwill, intangible and other assets, an adjustment to accounting estimates, and
one-off costs related to the 4G hardware upgrade program, patent litigation and transformation (net of savings).
• Completed the 4G hardware upgrade program replacing 73k units in New Zealand over the
last 3 years. This is expected to free up cash, sales and customer service capacity, enabling
greater focus on delivering higher-value solutions to New Zealand transport operators.
• Cleanaway rollout progressed through FY26 and remains on track for completion November
2026, adding A$5m ARR fully deployed.
• New executive leadership team and appointment of John Scott as a director in March 2025,
Executive Chair in October 2025 to lead the transformation program.
Executive Chair John Scott said, “Although our performance remained strong in our core markets of
New Zealand and Australia with year-on-year ARR growing 5% and 73%, respectively, the group results
reflect the legacy issues and challenges we have been managing.”
“We have taken decisive action to reset the business and position it for sustainable growth over the
medium to long-term.“
“The transformation program commenced mid-year, with a focus on five strategic priorities –
Operational Excellence, Product Excellence, Customer Service, becoming AI Native, and Winning eRUC.
All of this is supported by a new executive management team with the clarity and energy required to
execute.”
“Recruitment for a CEO is well progressed and a number of major customer-focused programmes are
already underway.”
Regional Performance
New Zealand remains a strategically important, cash-generative market for EROAD, with increasing
platform value and significant long-term growth potential through the expansion of eRUC. EROAD has a
strong presence in the market, underpinned by deep customer relationships, high operational
integration, and further opportunities to expand platform capability over time. The 4G hardware
upgrade across New Zealand is now complete, freeing up cash, sales and customer service capacity.
Australia is a significant long-term growth opportunity for EROAD. Enterprise momentum and platform
expansion continued in FY26, driving a 40% increase in revenue and a 73% increase in ARR. A particular
highlight is the Cleanaway deployment to over 3,000 heavy vehicles, which is due to complete in
November 2026. This will add A$5m ARR once fully deployed. Growth in the region continues to
support improving operating leverage as enterprise scale and platform adoption increase.
North America has presented challenges including previously disclosed customer non-renewals and
broader softness across the US freight market. However, it still contributed $74.4m in revenue, with an
80% asset retention rate. The region is being repositioned around a more focused operating model to
protect this revenue base and better serve our customers. New regional leadership is in place and
reviewing customer execution, service capability and go-to-market approach across the region.
Outlook
EROAD’s core markets of New Zealand and Australia are expected to continue to drive performance,
while North America is being managed with a disciplined, cash-focused approach, focused on
improving customer outcomes and protecting the existing revenue base.
The Company remains focused on executing its transformation strategy and, strict financial discipline to
TEL +64 9 927 4700 PO Box 305 394
FAX +64 9 927 4701 Triton Plaza, North Shore 0757 Page
FREE 0800 4 EROAD Auckland, New Zealand eroad.co.n
deliver positive free cash flow to support sustainable growth over the medium to long-term.
John Scott added, “We are continuing to actively address legacy issues and have a clear plan to regain
momentum and strengthen the trust of our customers and shareholders alike.”
“In the first half of FY27, we are focused on addressing the core fundamentals of our business,
improving the platform experience for customers, lifting service levels and laying the groundwork for AI-
enabled operations. From that base, we intend to scale our core New Zealand business, continue
building on enterprise momentum in Australia, and reposition North America.
“While we expect the next six months to be challenging and we have more work to do, I’m also excited
about the opportunities ahead of us.”
“We are committed to being transparent with our shareholders and will provide a trading update to the
market in September.”
ENDS
Authorised for release to the NZX and ASX by EROAD’s Board of Directors.
Ksenija Chobanovich, General Counsel and Company Secretary, EROAD Limited.
Webinar details
Register in advance for this webinar:
Date: Monday 25 May 2026
Time: 12:00pm NZT
Topic: EROAD FY26 Financial Results Announcement
Registration Link: EROAD FY26 Financial Results Presentation | EROAD New Zealand
After registering, you will receive a confirmation email containing information about joining the
webinar. A replay of this webinar will be available once it has been uploaded to the EROAD website
under ‘presentations’ at https://www.eroadglobal.com/global/investors/
For Investor enquiries please contact:
Jason Kepecs
jason.kepecs@eroad.com
NZ contact: +64 21 990 474
AU contact: +61 47 7711 136
For Media enquiries please contact:
Jackie Ellis
jackie@ellisandco.co.nz
+64 27 246 2505
About EROAD
EROAD (NZX/ASX: ERD) is a hardware-enabled SaaS company delivering safety, compliance,
sustainability and efficiency solutions for complex vehicles fleets.
Its connected platform is used by commercial and government operators across New Zealand,
Australia and North America to manage vehicles, assets and drivers with greater visibility and control.
EROAD supports demanding, highly regulated fleet operations, including those moving food,
concrete and aggregates, enabling them to operate smarter, safer and more sustainably.
EROAD’s platform is built on a foundation of regulatory expertise, having delivered the world’s first
GPS-based road user charging system in New Zealand, where it remains the market leader today.
www.eroad.co.nz
TEL +64 9 927 4700 PO Box 305 394
FAX +64 9 927 4701 Triton Plaza, North Shore 0757 Page
FREE 0800 4 EROAD Auckland, New Zealand eroad.co.n
---
EROADFY26 Results
1
EROAD(NZX: ERD ASX: ERD)
Financial Results
For the 12 months ended 31 March 2026 (FY26)
25 May 2026
COVER OPTION 2
EROAD FY26 Results
2
Important Information
The information in this presentation is of a general nature and does not
constitute financial product advice, investment advice or any
recommendation. Nothing in this presentation constitutes legal,
financial, tax or other advice.
This presentation may contain projections or forward-looking
statements regarding a variety of items. Such projections or forward-
looking statements are based on current expectations, estimates and
assumptions and are subject to a number of risks, uncertainties and
assumptions.
All numbers relate to the 12 months ended 31 March 2026 (FY26) and
comparisons relate to the 12 months ended 31 March 2025 (FY25), unless
otherwise stated. All dollar amounts are in NZD, unless otherwise stated.
There is no assurance that results contemplated in any projections or
forward-looking statements in this presentation will be realised. Actual
results may differ materially from those projected in this presentation.
No person is under any obligation to update this presentation at any
time after its release to you or to provide you with further information
about EROAD.
While reasonable care has been taken in compiling this presentation,
EROAD or its subsidiaries, directors, employees, agents or advisers (to
the maximum extent permitted by law) do not give any warranty or
representation (express or implied) as to the accuracy, completeness or
reliability of the information contained in it or take any responsibility for
it. The information in this presentation has not been and will not be
independently verified or audited.
Non-GAAP Measures
EROAD has presented certain non-GAAP financial measures as part of its
FY26 results, which EROAD’s directors and management believe provide
useful information as they exclude any impacts of one-offs which can
make it difficult to compare and assess EROAD’s performance. Non-GAAP
financial measures are not prepared in accordance with NZ IFRS (New
Zealand International Financial Reporting Standards) and are not
uniformly defined, therefore the non-GAAP financial measures reported
in this presentation may not be comparable with those that other
companies report and should not be viewed in isolation or considered as
a substitute for measures reported by EROAD in accordance with NZ
IFRS. Non-GAAP financial measures are not subject to audit or review.
The non-GAAP financial measures EROAD has used in this presentation
are identified and defined in the Glossary on page 32 of this presentation.
A detailed reconciliation of non-GAAP measures to EROAD’s reported
financial information is included on EROAD’s website
http://www.eroadglobal.com/global/investors/
EROAD FY26 Results
3
01 Results Overview
02 Strategy and Transformation
03 Regional Performance
04 Financials Results
Earnings
Cash Flow
Free Cash Flow by Region
05 Outlook and Guidance
Agenda
EROAD FY26 Results
4
01
FY26 Results
Overview
EROAD FY26 Results
55
Acting decisively for the future
Transformation underway as the new financial year starts
Supported by strong
growth in Australia and
steady g rowth in
New Zealand,
offsetting decline in
North America due to
customer loss and
market headwinds
Strategic focus into
markets where
opportunity and
conversion are
strongest
FY26 result reflects
group-wide
transformation plan
currently underway to
address leg acy issues
and reposition the
business for
sustainable growth
Significant
eRUC
opportunity
EROAD uniquely
positioned for
significant m ulti-year
eRUC opportunity in
New Zealand and
potentially Australia
Focus on
restoring
performance
Near term priorities:
•Continue the rebuild
and set new standards
in product competence,
customer intim acy and
operational excellence.
Stable
revenue
result
Reshaping
the
business
Refocus
on ANZ
EROAD FY26 Results
6
Group delivery overall stable with mixed performance across regions. Significant growth in Australia offset decline in North America
Group Snapshot by Region
52%
38%
10%
FY25
FY26FY24
52%
41%
7%
50%
44%
6%
New Zealand
North AmericaAustralia
6%
11%
30%
NZNAAU
9.6%
10%
1%
26%
NZNAAU
0.6%
6.8%
1%
-7%
40%
NZNAAU
1.1%
0.4%
Group Mix Evolving
•Revenue contribution
shifting toward ANZ
•Australia now 10% of Group
revenue
•North America now at 38% of
Group revenue
•Underlying growth profile
stronger than reported result
ANZ Momentum Building
•Australia scaling rapidly from
enterprise wins
•New Zealand delivering stable
recurring revenue
•North America reset masking
stronger ANZ growth
REGIONAL GROWTH RATES
REGIONAL REVENUE COMPOSITION
1
Annualised billing provided a one-off benefit of $5.3m in FY25, reflecting the timing of cash received in advance of future service delivery
2
Annual recurring revenue from subscriptions only. Excludes purchased hardware sales and non-recurring revenue.
3
Excludes impairment to North American goodwill, intangible and other assets, an adjustment to accounting estimates, and one-off costs
related to the 4G hardware upgrade program, patent litigation and transformation (net of savings). Reconciliation of normalised figures
found on page 35.
Stable Group performance
FY26 Financial Results
Normalised FCF margin
(1)
Reported Revenue
7.4%
12.1% FY25
FY26 Normalised free cash flow of $14.4m
$195.2m
+0.4% growth vs. FY25 of $194.4m
ARR
(2)
Normalised EBIT
(3)
$174.3m
-0.5% vs. FY25 of $175.1m
-1.4% in constant currency
$2.9m
FY25 of $9.9m
OUR PURPOSE
Delivering
intelligence you
can trust for a
better world
tomorrow
Powering visibility,
compliance and operational
excellence for fleets that
keep the world moving.
EROAD FY26 Results
7
EROAD FY26 Results | Page 8
02
Strategy and
Transformation
EROAD FY26 Results
9
VISION & ASPIRATION
Keeping people safe, journeys effortless and businesses moving – empowering fleets to operate more efficiently and leading the digital
transformation of road user charging, making compliance simple for every driver.
Revenue · NPS · eNPS · EBIT · Net Revenue Retention · Net New ARR
Operational
Excellence
Platform stability
Odo / Speed / Maps
& Known Issues
Order to Cash
Dashboards
Customer
Intimacy
Sup port Performance
Uplift
Custom er
Onboard ing
Embed Regional
GTM Model
Marke ting CoE
Imp lem entation
Product
Excellence
Core Platform Sustain
In-Cab (NZ, AU, NA)
Becoming
AI Native
eRUC –
Project Origin
Platform Modernisation · Leadership & Capability Uplift · Data as a Product
Vision
Measures
Strategic
Choices
Initiatives
Enablers
Growth opportunity
Strategy for the future
Reefer (NA)
Safety (AU, NZ, NA)
Platform Modernisation
AI Proof of Concept
Internal MCP
Beta External MCP
Functional AI
Augmentation Plans
eRUC All
Delivery Models
LPV Proposition
Hardware Selection
GTM Channels
EROAD FY26 Results
10
The five strategic priorities
Transformation initiatives underway across operations, product, customer experience, AI capability and eRUC expansion
The initiatives outlined above are representative examples of work underway across each strategic priority and do not capture the
full scope of activity currently in progress across the business.
EROAD FY26 Results
10
OPERATIONAL
EXCELLENCE
People chang es
Board alignm ent
Workflow automation
Platform sim plification
Cost-to-serve initiatives
CUSTOMER
INTIMACY
Service capability
review
Customer onboarding
uplift
Enterprise support
improvements
Regional GTM
implementation
Support workflow
optim isation
PRODUCT
EXCELLENCE
Product roadmap
review
Odo / Speed / Maps
enhancem ents
Platform stability uplift
Dashboard
improvements
Product gap
rem ediation
AI
NATIVE
AI workflow
assessment
AI-assisted
development
capability
Agentic workflow
implementation
Internal automation
Customer experience
enhancem ents
UNIVERSAL
eRUC
Strategic framework
established
LPV proposition
development
GTM channel planning
Application pathway
development
Platform capability
expansion
July 25
Jan 26
Sep 25
Feb/March 26Ongoing
EROAD FY26 Results
11
AI expected to improve operational efficiency, platform capability and the value of EROAD’s proprietary data assets
AI as an accelerant for EROAD’s platform and operations
Modernising core systems and simplifying
platform architecture to improve scalability,
efficiency and delivery speed.
•Simplifying and integrating legacy platforms
•Reducing technical debt and operational
complexity
•Accelerating development and deployment
capability
PLATFORM MODERNISATION
Using AI and automation to improve
internal workflows, reduce manual
processes and support scalable operations.
•AI-assisted workflow automation
•Faster triage and support processes
•Supporting operational leverage without
proportional headcount growth
OPERATIONAL EFFICIENCY
Leveraging proprietary operational data to
deliver richer customer insights and future
intelligence opportunities.
•High-frequency operational fleet data across
vehicles and assets
•Enhanced customer insights and
benchmarking capability
•Potential future applications across insurers,
operators and transport ecosystems
DATA AND INTELLIGENCE
EROAD’s products operate within complex, real-world fleet environments where hardware, operational workflows, integrations and
compliance requirements create structurally higher barriers to disruption than traditional software-only businesses.
EROAD’s structural advantage
EROAD FY26 Results
12
NEW ZEALANDAUSTRALIAeRUCNORTH AMERICA
Priorities:
Win with the right scale
FCF neutral
Priorities:
Positioned to be the provider of
choice for the NZ Government
Priorities:
Roll out AU playbook
Expand AU Sales presence
Momentum from large wins
Priorities:
•De-risk and g row FCF
•Customer focus GTM strategy
•Drive operating leverage through cost
focus and org anisational change
•Disciplined capital allocation or
management
▪Stable strong cash generation unit
▪Scale and market leading telematics
provider
▪Fragmented high TAM with
significant g rowth
opportunities
▪Rig ht size for the current
opportunity
▪Early in development
Strengthen our core business and
demonstrate ex ecution capability
and position for future
opportunities including eRUC
Creating shareholder value by executing on core business opportunities
Current focus on our core ANZ business
Shareholder value creation
Growth via disciplined capital allocation or management and demonstrable execution capability
EROAD FY26 Results
13
03
Regional
Performance
EROAD FY26 Results
14
A strategically important and cash-
generative market with increasing platform
value and significant long-term opportunity
through eRUC expansion.
New Zealand
FY26 HIGHLIGHTS
CASH GENERATION
Delivering $24.7m of free cash flow to
the firm, New Zealand remains a strong
cash-generative market for the Group,
supported by stable customer retention
and increasing platform value.
HIGHER VALUE CUSTOMER MIX
ARPU increased 3% as EROAD continued
prioritising higher-value opportunities,
while lower-value 3G units rolled off
during the upgrade programme.
POSITIONED FOR ERUC EXPANSION
EROAD is well positioned for the planned
expansion of eRUC in New Zealand,
leveraging existing platform capability,
operational expertise and long-standing
market presence.
HARDWARE UPGRADE COMPLETE
Programme is now complete with 73k
units upgraded. Achieved approximately
88% renewal rate over the life of the
project.
$93.5m
$89.0m
1
ARR - Annua l recurring revenue from su bsc riptions only.
Excludes purcha sed h ardwa re sales a nd non-recu rrin g revenu e.
NZ$61.71
NZ$102.0m
FY25: $100.9m
NZ$75.7m
EBITDA
Revenue up1.1%
Monthly SaaS ARPU
ARR up
5% YoY
91.9%
Asset Retention Rate
3%
FY26
ARR (restated)
FY25
FY25: $70.0m
See Note 1 of EROAD’s FY26 Financial Statements for segmented
rep ortin g of Revenu e a nd EBITDA .
EROAD FY26 Results
15
New Zealand’s transition toward universal Road User
Charges is expected to materially expand the scale and
scope of the electronic RUC ecosystem over time.
Universal RUC
EROAD is currently New Zealand’s largest electronic RUC provider,
with established platform capability, operational infrastructure and
regulatory experience.
4.9m
Vehicles to transition to RUC
RUC Today
Total Registered Vehicles
3.6m
>80% of
electronic RUC
transactions are
processed
through
EROAD
The New Zealand Government is progressing legislation to
enable the long-term transition toward universal Road User
Charges across the national vehicle fleet.
Over time, this is expected to expand digital road charging,
electronic payments and connected vehicle services across a
materially larger addressable market.
eRUC
Paper
A multi-layered ecosystem approach
EROAD has taken a wide lens view to its RUC
strategy, looking beyond the immediate, and
capturing wider eco-system impacts and
opportunities.
Three Core Audiences:
•Consumer
•D2C via App – Launching winter 2026
•Fleets
•SMB solution – Launching summer 2026
•Partners
•Wider ecosystem capture via OEM and third
parties
•Early stage partnership discussions underway –
launch planned for mid 2027
A deliberate, phased approach for the next 18 months ensures
readiness at each stage of expected government rollout.
97%
of NZ vehicles are outside
EROAD’s reach today.
eRUC changes that - and
the market is forming
now.
EROAD FY26 Results
16
Enterprise momentum and platform
expansion continued across Australia,
reinforcing the region as a significant
long-term growth opportunity for
EROAD.
Australia
NZ$57.63
Monthly SaaS ARPU
AU$51.23
ARR
(1)
up
73% YoY
59% constant
currency
NZ$4.9m
EBITDA
NZ$21.9m
NZ$12.6m
95.8%
Asset Retention Rate
20%
NZ$18.8m
FY25: NZ$13.4m
Revenue 40.3%
1
ARR - Annua l recurring revenue from su bsc riptions only.
Excludes purcha sed h ardwa re s ales a nd non-recu rrin g revenu e.
FY26 HIGHLIGHTS
DELIVERING ON AUSTRALIAN
ENTERPRISE CUSTOMER ROLLOUT
Cleanaway deployment currently at
24%. Run-rate is ~20 installs per day
and increasing, on track to full
implementation target of November
2026.
CONTINUED DOUBLE-DIGIT
GROWTH
ARR increased 73% to NZ$21.9m,
supported by enterprise expansion,
increasing platform adoption and
broader customer workflows across
the region.
PRODUCT MIX LIFTING VALUE
Continued uptake of higher-value
products and workflows supported
further ARPU uplift and deeper
customer integration across the
platform.
SCALE SUPPORTING EARNINGS
Growth in the region continued to
support improving operating
leverage as enterprise scale and
platform adoption increased.
FY26
ARR (restated)
FY25
FY25: $3.5m
See Note 1 of EROAD’s FY26 Financial Statements for segmented
rep ortin g of Revenu e a nd EBITDA
EROAD FY26 Results
17
FY26
ARR (restated)
FY25
NZ$58.9m
NZ$73.5m
NZ$60.71
Monthly SaaS ARPU
USD$35.66
NZ$15.0m
EBITDA
NZ$74.4m
FY25: NZ$80.1m
80.1%
Asset Retention Rate
ARR
(1)
-20% YoY
Performance reflects previously disclosed
customer non-renewals, with cost actions
supporting improved EBITDA and a more
focused operating model in the region.
Revenue -7.1%
1
ARR - Annua l recurring revenue from su bsc riptions only.
Excludes purcha sed h ardwa re s ales a nd non-recu rrin g revenu e.
FY26 HIGHLIGHTS
DISCIPLINED REGIONAL RESET
North America is being repositioned
around a more focused operating
model, with investment and
resources aligned to customer
execution and operational discipline.
MARKET PRESSURE
Revenue and ARR were impacted by
previously disclosed customer non-
renewals and broader uncertainty
across the US freight market.
LEADERSHIP UPLIFT
New regional leadership is reviewing
customer execution, service capability
and go-to-market approach across
the region.
North America
See Note 1 of EROAD’s FY26 Financial Statements for segmented
rep ortin g of Revenu e a nd EBITDA .
FY25: $17.7m
0.4%
EROAD FY26 Results
18
04
Financial Results
EROAD FY26 Results
19
Subscription
revenue
$182.9m
Subscription
revenue
$185.9m
FY25FY26
HardwareFeeOther
$194.4m
$195.2m
FY25FY26
$134.8m
$156.2m
EBIT was impacted by higher investment in customer service and several one-off costs
Revenue & EBIT
Reported Operating Costs
Total Revenue
Revenue of $195.2m is up 0.4% on
FY25 reflecting the impact of steady
growth in New Zealand, an
Australian enterprise rollout and the
non-renewal of large customer in
North America
Operating costs increased $21.4m due
one-off patent litigation and
transformation costs, an adjustment
to accounting estimates, and
investment in improving service levels
Reported EBIT
1
Reported EBIT loss of ($155.9m) becomes
$2.9m, when one-off adjustments of
($158.8m) are excluded.
Normalised EBIT
(1)
of $2.9m reflecting
investment in resources to improve platform
stability, increase service levels, and deliver
on product enhancements
FY25FY26
Reported
Normalised
($155.9m)
$2.9m
$9.9m
1
One-off a djustmen ts of $15 8.8m include $134 .7 m of n on-ca sh imp airment to North American goodwill, intang ib le an d other assets, $18.2m of non-ca sh ad justments to acc ou nting estima tes, and $5.9m of one-off
costs related to the 4G h ardwa re up grad e p rog ra m, pa tent litig ation an d tran sformation (net of sa vin gs). Rec on cilia tion of normalised fig ures found on p age 35 .
$5.9m
EROAD FY26 Results
20
134.8
10.7
3.8
6.9156.2
FY25Reclassification Extrodinary items Stability and capability FY26
FY26 Operating costs report a $21.4m increase versus FY25.
Of this, $14.5m relates to accounting estimate changes and
one-off spend.
The remaining increase of $6.9m relates to recurring operating
costs, which increased 5.1%., reflecting investment in resources
to improve platform stability, increase service levels, and deliver
on product enhancements.
$14.5m
Underlying operating cost growth temporarily elevated to support transformation program and higher service levels
Operating Costs
$14.5m of the Opex increase vs. FY25 relates to:
a)$10.7m impact from changes in accounting estimates, that
saw R&D Capex re-classified to Opex, as a minimum
threshold for capitalisation was introduced, in addition to a
write-off of assets no longer in use.
b)$3.8m of ‘extraordinary’ one-off opex,
Reclassification of
R&D activity
(capex to opex)
‘Extraordinary’ one-offs
•litigation
•transformation
•Sunrise
See detail on slide 35
Investment in
product stability and
service capability
Underlying (recurring)
opex represents 5.1%
growth
NZ$m
EROAD FY26 Results
21
11%
11%
12%
FY24FY25FY26
CAC ExpensedCAC Capitalised
6.2%
6.7%
8.9%
FY24FY25FY26
Management focus on investing in go to market resources to drive customer engagement
Operational Efficiency
Cost to service & support
as a % of revenue
Cost to acquire customers
as a % of revenue
Customer acquisition costs remain
steady
Costs to support has increased
reflecting an investment in resources
under a new regional service model to
better serve our customers
EROAD FY26 Results
22
20.9
14.5
7.3
11.9
20.6
27.3
18%
18%
18%
0%
5%
10%
15%
20%
25%
30%
0.0
10.0
20.0
30.0
40.0
50.0
60.0
FY24FY25FY26
R&D - CapitalisedR&D - ExpensedR&D % of revenue (RHS)
R&D as % of revenue
NZ$m
•Total R&D spend of $34.6m in FY26, 18%
of revenue.
•Compares to $35.1m, or 18% of
revenue, in FY25.
•Opex increased to 79% of R&D spend in
FY26 from 59% in FY25.
•Reflects investment in platform
stability, alongside a strengthened
capitalisation approach, with a
higher proportion of minor
enhancements expensed in-line
with the nature of the work
R&D % of revenue being held firm as re-focusing initiatives drive ROI and speed to market
Research & Development
EROAD FY26 Results
23
Normalised for the
temporary impact of the
4G upgrade program
NZ$m
ReportedNormalised for 4G program
STRONG FCF GENERATION
EROAD’S core operations generated
$14.4m of normalised free cash flow
over the last 12 months.
Cash generated in the near-term is
expected to be used to invest in
improving platform stability,
customer satisfaction levels and fund
ANZ growth initiatives.
Continued underlying cash generation supports stronger post-upgrade free cash flow profile
Free Cash Flow Growth
$(29.9)
$10.8
$23.6
$14.4
$(40.0)
$(30.0)
$(20.0)
$(10.0)
$-
$10.0
$20.0
$30.0
FY23FY24FY25FY26
$0.1
$1.3
$16.0
$6.2
$0.1
1
Annualised billing provided a one-off benefit of $5.3m in FY25, reflecting the timing of cash received in advance of future service delivery
(1)
EROAD FY26 Results
24
ANZ region continues to produce strong free cash flow
Free Cash Flow by Region
New Zealand
FY26
Revenue$102.0m
Free cash flow$10.4m
Add: 4G hardware
program
$14.3m
Normalised free cash flow
$24.7m
Australia
FY26
Revenue$18.8m
Free cash flow ($5.2m)
Add: 4G hardware
program
nil
Normalised free cash flow
($5.2m)
North America
FY26
Revenue$74.4m
Free cash flow($5.0m)
Add: 4G hardware
program
Nil
Normalised free cash flow
($5.0m)
•Australia free cash flow temporarily impacted by increased hardware build in advance of Cleanaway contract rollout and higher R&D costs to support new
customer workflow integration.
Free cash flow generated by ANZ underpins intrinsic value above the current share price
Target NA free cash flow breakeven
North AmericaAustraliaNew Zealand
EROAD FY26 Results
25
$10.1m
$38.9m $49.0m
Cash (31 Mar 2026)Facility HeadroomTotal Liquidity
Credit facilities were extended to October 2027
maturity date.
$65m
Bank Facility
Current syndicate includes two Trans-Tasman
lenders (ANZ, BNZ) and a NZ dom estic bank
(Kiwibank)
Net leverage reducing to 1.00x by June 2026 .
Interest coverage ratio ≥ 4.00x
3
NZ bank
lenders
Provides company with total liquidity of $49.0m.
Sufficient liquidity to execute on strateg ic
initiatives without the need for further capital
$49.0m
Total liquidity
Strong balance sheet provides flexibility for strategic execution
Liquidity
Bank Facilities
Sufficient liquidity to fund strategic plan
EROAD FY26 Results
26
05
Outlook and
Guidance
EROAD FY26 Results
27
Achieving Threshold Competence
Product Competence
Fix known issues - Odo/Speed/Maps, Order-to-Cash,
Platform Stability. Fill product gaps to win in ANZ.
Customer Intimacy
NPS >30. Support performance uplift, customer
onboarding improvement and regional GTM model
embedded.
Operational Excellence
Dashboards live (Snowflake / Power BI). AI foundations
and Internal MCP deployed. Simplified, stable operations.
H2 FY27
Scaling the Core Business
Scale NZ Core
eRUC for Commercial vehicles at scale. Marketplace 5–10
specialised offerings live. DaaS & platform growth.
Continue AU Growth
Safety & compliance expansion. Geotab HV leverage. In-cab
and Reefer hardware scaling across AU.
Low friction customer journey in NA
Use a low friction model to reduce the NA cost to serve
eRUC for All
NZ eRUC extended to LPV passenger vehicles. All GTM
channels established. Full NZ eRUC market capture.
H1 FY27H2 FY27
Horizons of Change
Each horizon builds on the last - creating the foundation for the next stage of growth
EROAD FY26 Results
28
Introducing FY27 Guidance
•EROAD expects performance to be increasingly driven by its core ANZ markets, where:
•New Zealand provides a stable, cash-generative base and low single-digit revenue
growth expectations with structural growth potential from eRUC, and
•Australia continues to deliver strong enterprise-led expansion and operating
leverage with double-digit revenue growth expectations.
•North America will be managed with a more focused operating model to better serve
our customers, secure the revenue base and grow where we have a differentiated
offering disciplined, cash-focused approach as the business is repositioned to secure its
revenue base and improve customer outcomes.
•Across all regions, the Company remains focused on executing its transformation
priorities, maintaining strict financial discipline and delivering positive free cash flow
as it rebuilds operational capability and underpins sustainable, long-term growth.
Committed to delivering on transformation with financial discipline
Guidance
EROAD FY26 Results
29
QQ&A
EROAD FY26 Results
30
Appendix
EROAD FY26 Results
31
ANNUALISED RECURRING REVENUE (ARR)
A non-GAAP measure representing monthly
subscription revenue including bundled
rental hardware, measured each month by
taking subscription revenue for that month
and multiplying by 12 to annualise. This
measure has been restated to remove
amortised revenue which is not recurring by
nature.
ASSET RETENTION RATE
The number of Total Contracted Units at the
beginning of the 12 month period and
retained as Total Contracted Units at the end
of the 12 month period, as a percentage of Total
Contracted Units at the beginning of the 12
month period.
AVERAGE REVENUE PER UNIT (ARPU)
A non-GAAP measure that is calculated by
dividing the total subscription revenue for the
year reported.
COSTS TO ACQUIRE CUSTOMERS (CAC)
A non-GAAP measure of costs to acquire
customers. Total CAC represents all sales &
marketing related costs. CAC capitalised
includes incremental sales commissions for
new sales, upgrades and renewals which are
capitalised and amortised over the life of the
contract. All other CAC related costs are
expensed when incurred and included within
CAC expensed.
COSTS TO SERVICE & SUPPORT (CTS)
A non-GAAP measure of costs to support and
service customers. Total CTS represents all
customer success and product support costs.
These costs are included in Administrative and
other Operating Expenses.
EBIT
A non-GAAP measure representing Earnings
before Interest and Taxation (EBIT). Refer to
Consolidated Statement of Comprehensive
Income in Financial Statements.
EBITDA
A non-GAAP measure representing Earnings
before Interest, Taxation, Depreciation and
Amortisation (EBITDA).
ELECTRONIC LOGGING DEVICE (ELD)
An electronic solution that synchronises with
a vehicle engine to automatically record
driving time and hours of service records.
ENTERPRISE
A customer where the $ARR is more than
$100k in local currency for the Financial year
reported.
FREE CASH FLOW (FCF)
A non-GAAP measure representing operating
cash flow and investing cash flow reported in
the Statement of Cash Flows.
FREE CASH FLOW TO THE FIRM
A non-GAAP measure representing operating
cash flow and investing cash flow net of
interest paid and received. For the purposes of
this presentation, payments for the acquisition
of Coretex have been excluded.
FY (FINANCIAL YEAR)
Financial year ended 31 March.
HALF ONE (H1)
For the six months ended 30 September.
HALF TWO (H2)
For the six months ended 31 March.
NORMALISED EBIT
Excludes impairment to North American
goodwill, intangible and other assets $134.7m
(FY25 nil), change in accounting estimates
$18.2m (FY25 nil), one-off costs related to the
4G hardware upgrade program $2.9m (FY25
$4.0m), patent litigation $1.7m (FY25 nil) and
transformation (net of savings) $1.3m (FY25
nil).
NORMALISED FCF
Excludes one-off 4G hardware upgrade
programcosts of $14.3m (FY25 $7.6m)
ROAD USER CHARGES (RUC)
In New Zealand, RUC is applicable to Heavy
Vehicles and all vehicles powered by a fuel not
taxed at source. The charges are paid into a
fund called the National Land Transport Fund,
which is controlled by NZTA, and go towards
the cost of repairing the roads.
SAAS
Software as a Service, a method of software
delivery in which software is accessed online
via a subscription rather than bought and
installed on individual computers.
SERVICEABLE ADDRESSABLE MARKET
(SAM)
The portion of the TAM targeted by a
company’s products, services, capabilities,
and go-to-market strategy. It reflects the
opportunity realistically within reach.
TOTAL ADDRESSABLE MARKET (TAM)
The total revenue opportunity available for a
product or service, assuming 100% market
share within all relevant segments and
geographies.
TAM & SAM METHODOLOGY
EROAD calculates TAM and SAM using a
combination of public industry data (including
fleet sizes, vehicle registrations, and transport
sector statistics) and internal analysis. Our
approach includes proprietary segmentation
based on fleet type, region, and industry
verticals, combined with representative
pricing for each solution set.
UNIT
A communication device fitted in-cab or
on a trailer. Where there is more than one
unit fitted in-cab or on a trailer, it is counted
as one unit (excluding Philips Connect).
Glossary
EROAD FY26 Results
32
Reported Revenue increased $0.8m
primarily due to subscription revenue
increasing $3.0m, a $0.6m decrease in RUC
transaction fees and lower uncontracted
hardware revenue as the Company shifts
away from outright hardware sales without
contract.
EBITDA decreased $20.6m due to one-off
patent litigation and transformation costs, a
change to accounting estimates and
investment in improving service levels.
D&A increased $6.5m related to an
adjustment to accounting estimates.
Impairment of goodwill and intangible
assets was $134.7m related a reassessment of
the outlook for the North American assets.
Interest decreased $0.6m in line with
movements in borrowing rates.
NZ$mFY26FY25Change ($)
Revenue195.2194.40.8
Operating expenses
(156.2)(134.8)
(21.4)
Earnings before interest, taxation,
depreciation and amortisation
39.059.6
(20.6)
Depreciation of property, plant and equipment(21.1)(21.9)0.8
Amortisation of intangible assets(27.4)(21.0)(6 .4)
Amortisation of contract assets(11.7)(10.8)(0.9)
Impairment of g oodwill and intangible assets(134.7)0.0(134.7)
Earnings before interest and taxation(155.9)5.9(161.8)
Net financing costs
(5.1)(5.7)
0.6
Profit/(loss) before tax
(161.0)0.2
(161.2)
Income tax benefit/(expense)(0.1)1.2(1.3)
Profit/(loss) after tax for the year
attributable to the shareholders
(161.1)1.4
(162.5)
Cash flow hedges0.4(0.4)0.8
Currency translation differences(0.9)8.9(9 .8)
Total comprehensive income/(loss) for the year
(161.6)9.9
(171.5)
Statement of Income
EROAD FY26 Results
33
NZ$mFY26FY25Change ($)
Cash received from customers191.7199.8(8.1)
Payments to suppliers and employees(147.7)(141.3)(6 .4)
Payment for contract asset costs(11.7)(12.4)0.7
Net interest(2.3)(3.7)1.4
Income taxes paid0.3(1.8) 2.1
Cash flows from operating activities30.340.6(10.3)
Property, plant & equipment(25.2)(13.4)(11.8)
Investment in intangible assets(7.3)(14.9)7.6
Cash flows from investing activities(32.5)(28.3)(4.2)
Bank loans0.3(11.3)11.6
Payment of lease liability(2.0)(1.8)(0.2)
Cash flows from financing activities(1.7)(13.1)11.4
Net increase (decrease) in cash held(3.9)(0.8)(3.1)
Cash at the beginning of the financial period13.814.5(0.7)
Effects of exchange rate changes on cash0.20.10.1
Closing cash and cash equivalents10.113.8(3.7)
Operating Cash Flowdecreased
$10.3m was in part due to an
increase in one-off and recurring
operating costs. There was a prior
period benefit due to the
commencement of annualised
billing.
Investing Cash Flow spend was
higher by $4.2m primarily due to
investment in hardware to
complete the 4G hardware upgrade
program versus the prior year.
Financing Cash Flowincreased
$11.4m on the pay down of
borrowing in the prior year.
Cash Flow Statement
EROAD FY26 Results
34
Cashdecreased $3.7m due to lower cash
generated from operations.
Property, plant and equipment decreased
$1.3m mainly due to accelerated deprecation on
hardware of a large customer non-renewal.
Inventory balance at 31 March 2026 was $23.8m.
Intangible assets decreased $150.6m primarily
due to an impairment to the North American
assets in H1 FY26; reduction in useful economic
life to 3-5 years, from 5 – 10 years, consistent with
the new AI strategy.
Borrowingsincreased by $0.5m since 31 March
2025 largely due to temporary changes in
working capital balances.
NZ$mFY26FY25Change ($)
Cash10.113.8(3.7)
Restricted bank accounts29.526.13.4
Contract assets10.89.41.4
Other37.935.52.4
Total current assets88.384.83.5
Property, plant and equipment81.082.3(1.3)
Intangible assets115.0265.6(150.6)
Contract assets7.99.3(1.4)
Other16.618.3(1.7)
Total non-current assets220.5375.5(155.0)
Total assets308.8460.3(151.5)
Payable to transport agencies29.526.13.4
Contract liabilities33.332.21.1
Borrowings26.125.60.5
Other liabilities47.644.72.9
Total liabilities136.5128.67.9
Net assets172.3331.7(159.4)
Balance Sheet
EROAD FY26 Results
35
NZ$m
Financial
Statement
Reference
Operating
expenses
EBITDA
Depreciation
and
amortisation
Impairment of
goodwill and
intangible
assets
EBIT
Reported Financial Results(156.2)39.0(60.2)(134.7)(155.9)
Impairment of g oodwill and intangible assets
Note 1, page 25
134.7134.7
Change in accounting estimate - Capitalisation
Note 5, Page 31
Note 6, page 32
10.710.7
Change in accounting estimate – Contract assets
Note 3, page 30
1.01.0
Shortening of Useful Economic Life - Intangibles
Note 11, page 39
6.36.3
Changes in accounting estimates – Hardware
Note 10, page 36
0.20.2
Non-cash accounting adjustments
10.710.77.5134.7152.9
Patent litigation - Admin & other opex
Note 5, page 31,
1.71.71.7
Net Transformation costs - Admin & other opex
Note 5, page 31
1.31.31.3
4G hardware upgrade program – Personnel Exp
Note 5, page 31
0.80.80.8
4G hardware upgrade program – D&A
Note 10, Page 36
2.12.1
One-off normalisations
3.83.82.15.9
Sub-Total adjustments
14.514.59.6134.7158.8
Normalised Financial Results
195.2(141.7)53.5(50.6)0.02.9
Adjusted EBITDA and EBIT
EROAD FY26 Results
36
84,526
87,892
93,639
106,916
112,280
116,455
121,483
124,417
126,045
126,944
126,447
124,470
2,373
2,874
5,072
14,099
14,643
15,636
18,008
19,613
21,391
24,515
25,357
26,089
35,294
35,437
33,992
87,682
90,596
95,058
103,393
106,860
106,494
104,386
101,708
87,830
122,193
126,203
132,703
208,697
217,519
227,149
242,884
250,890
253,930
255,845
253,512
238,389
H1 FY21H2 FY21H1 FY22H2 FY22H1 FY23H2 FY23H1 FY24H2 FY24H1 FY25H2 FY25H1 FY26H2 FY26
New Zealand
Australia
North America
Unit Count
EROAD FY26 Results
37
EROAD acknowledges theTangataWhenua of New Zealand, the
IndigenousNations and First Peoples of Australia, and the
Custodians of the lands andwaterways in the United States of
America where our offices arelocated. Weexpress our gratitude
and appreciation to these peoples for sharing their cultureand
traditions and for their stewardship of these lands. We recognise
and payrespect to their Elders, past, present, and emerging..
ASX & NZX: ERD
investors@eroad.com | eroadglobal.com/investors
---
ANNUAL REPORT
2026
2 3
EROAD ANNUAL REPORT 2026
CONTENTS
EROAD acknowledges the Tangata Whenua of New Zealand, the Indigenous Nations and First Peoples of Australia,
and the Custodians of the lands and waterways in the United States of America where our offices are located.
We express our gratitude and appreciation to these peoples for sharing their culture and traditions and for their
stewardship of these lands. We recognise and pay respect to their Elders, past, present, and emerging.
Acknowledgement
EROAD has used non-GAAP measures when discussing financial
performance in this document. The directors and management
believe that these measures provide useful information as they
are used internally to evaluate performance of business units,
to establish operational goals and to allocate resources. Non-
GAAP measures are not prepared in accordance with NZ IFRS
(New Zealand International Financial Reporting Standards) and
are not uniformly defined, therefore the non-GAAP measures
reported in this document may not be comparable with those that
other companies report and should not be viewed in isolation or
considered as a substitute for measures reported by EROAD in
accordance with NZ IFRS.
The non-GAAP measures EROAD have used are ARR, ARPU,
EBITDA, Normalised EBIT, Normalised EBITDA and Free Cash Flow
(FCF).
A detailed reconciliation of non-GAAP measures to EROAD’s
reported financial information is included on EROAD’s website:
www.eroadglobal.com/investors/.
The 2026 Annual Report describes EROAD’s strategy, financial
performance and includes the Corporate Governance Statement
and the Remuneration Report. All numbers relate to the 12 months
ended 31 March 2026 (FY26) and comparisons relate to the 12
months ended 31 March 2025 (FY25), unless stated otherwise.
All dollar amounts are in NZD, unless otherwise stated. EROAD’s
Sustainability Report will be released by 31 July 2026 at
www.eroadglobal.com/investors/.
This report covers the 12 months ended
31 March 2026 and is dated 25 May 2026.
This report has been approved by the Board and is signed on behalf
of EROAD Limited by John Scott, Executive Chair and David Green,
Chair of the Finance Risk and Audit Committee.
Reporting Suite
EROAD’s FY26 Annual Report should be read alongside our wider
reporting materials, available at www.eroadglobal.com/investors/
• Full-Year FY26 Investor Presentation
• Board and Executive profiles, charters, and governance policies
• Sustainability Report (to be published by 31 July 2026)
• ASX/NZX filings and shareholder resources
NON-GAAP MEASURESABOUT THIS REPORT
David Green
Chair of the Finance, Risk
and Audit Committee
John Scott
Executive Chair
4EXECUTIVE CHAIR LETTER
6EXECUTIVE TEAM LETTER
8HIGHLIGHTS
12THE BOARD
14FINANCIAL STATEMENTS
74GOVERNANCE REPORT
90REMUNERATION REPORT
110REGULATORY DISCLOSURES
116GLOSSARY
EROAD ANNUAL REPORT 2026
4 5
EXECUTIVE CHAIR LETTER
Dear Fellow Shareholders
This has been a year of strategic and operational change.
The inflection point was in October 2025, when the
seriousness of EROAD’s situation became increasingly
apparent with the loss of a large US customer and the
Board appointed me as Executive Chair to lead a reset
of the business. At the same time, we announced a
write-down of the North American intangible assets and
strategically refocused on ANZ.
The strategic reset is an outcome of previous years but
impacts our balance sheet today. It’s easy to look at this
year’s earnings result and miss many of the things that are
happening so it’s worth spending some time on the details.
EROAD delivered FY26 revenue of $195.2m, broadly flat
year-on-year, while ARR declined 0.5% to $174.3m and free
cash flow compressed significantly. These results reflect a
combination of factors, the most significant of which was
an erosion of focus on our customers.
In the short time I have been in this position, I have had the
privilege to spend considerable time with our customers
across the regions. I feel a deep personal responsibility
to our customers to first meet, and then exceed, their
expectations and to represent our staff who are working
incredibly hard every day to improve customer outcomes.
The first and most important decision we made was to
move from a global operating model to a regional one.
Local customers want to work with local organisations
that are motivated, empowered and accountable. This shift
represents a return to what EROAD does best: serving fleet
operators with products and services that work reliably,
compliantly, and locally.
EROAD operates in three regions with distinctive
competitive environments and customer needs.
1. New Zealand is our strongest market with multiple
moats from being the first and largest provider of eRUC
in New Zealand, the brand advantage associated with
that position, a nation-wide installer network, to the
valuable data and insights we produce.
2. Australia is a fragmented and growing market where
we are a disrupter brand able to leverage our success
in New Zealand. There have been early signs of political
movement towards a RUC regulatory environment and
being in Australia today places us to participate.
3. North America is a market where we intend to be cash-
flow neutral. Our competition is well-funded with home
advantage but we will become closer to our customers
and serve them better to secure their business.
The backbone of our recovery is straightforward, built
around five priorities:
1. Our products and processes work as customers expect
and we operate within our agreed service levels to
customers. This is Operational Excellence and we will
be uncompromising about it.
2. Our products predictably deliver customer expectations
and our customers can rely on our commitments &
roadmap. This is Product Excellence.
3. The customer is king, we get close & build a genuine
customer focus through scorecards, customer journey
ownership and engaged local teams serving local
customers. This is Customer Intimacy.
4. AI is both a productivity tool & a scaler for every
function. From order to cash processes to development
to customer support. We use AI as a meaningful lever
to address the technical debt inherent in a subscale
operation and create operating leverage as the business
grows. This is becoming AI Native.
5. We make decisions on the future in a commercial
way. Disciplined investment in a business model not
dependent on government timing with high optionality.
This is how we Win Universal eRUC.
All of this is supported by a new executive management
team with the clarity and energy required to execute.
Our approach to customer focus is built on an integrated
operating model, with operational, technical and
commercial support working together as a coordinated
whole. All customers have been classified by segment, and
we are resourcing to meet the Service Level Agreements
(‘SLA’) defined for each customer type. This is not a one-
size-fits-all approach. It is a disciplined framework that
matches our resource and commitment to the value of each
relationship.
The new executive team has moved quickly. A number
of major customer-focused programmes are already
underway, including a billing overhaul, end-to-end
customer journey mapping, response time standards,
SLA adherence tracking and Net Promoter Score (‘NPS’)
measurement across the customer base. Alongside this,
the business is transitioning to Agile delivery, with a
sharper focus on predictability of output and investment
in data integrity and information layers. The team operates
on a standing cadence, meeting every 48 hours to clear
roadblocks and maintain pace of decision-making.
Being involved in the running of several New Zealand
technology business over the years, our plan is tried and
tested but building trust with customers and shareholders
alike takes time. Our more measured & focused approach
will give our employees a chance to win. We intend to
share this journey with you through greater transparency
to provide a clearer view of how the business is performing.
We believe that by focusing fully on the customer in FY27,
the financial outcomes will follow.
John Scott
Executive Chair,
EROAD Limited
This has been a year of
strategic change, beginning
in October 2025.
Our FY26 results reflect
the past, our future will
look different.
EROAD is a unique and
valuable New Zealand
technology company
with a bright future.
EROAD ANNUAL REPORT 2026
76
EXECUTIVE TEAM LETTER
Konrad Stempniak
Executive General Manager-AU
Jim Brailey
Executive General Manager - NA
Emma Murphy
Chief People Officer
Jeremy Wilton
EVP, Programme Manager
Paul Butterworth
Head of Product - DaaS & Ai
Transformation
Ryan Brosnahan
Chief Transformation Officer
Matt Gibson
Executive General Manager -NZ
Ciara McGuigan
Chief Financial Officer
Andrew Corbett
Chief Technology Officer
Matt Kudla
Chief Customer Officer
Dear Shareholders
This year was one of decisive change for EROAD. Our
Australia and New Zealand business demonstrated its
underlying strength, with Australia delivering strong ARR
growth and New Zealand well positioned to capture a
once-in-a-generation universal electronic road user charges
opportunity. We also confronted the realities of our North
American business, reset our strategic focus, and took
decisive action to right-size the cost base. It was a year of
significant management transition and uplift.
The team has laid the foundations for the next stages of
the transformation, and we are committed to delivering the
results.
Conviction in our home markets of
New Zealand and Australia
Our growth strategy focus on New Zealand and Australia
is based on the fact that these are markets where we have
the strongest product-market fit, the deepest customer
relationships, and the clearest policy tailwinds.
New Zealand revenue grew 1.1% year on year to $102.0m.
Australia revenue grew 40% year on year to $18.8m.
The momentum in Australia was underlined by a 5-year
agreement with Cleanaway to deploy our solution across
more than 3,000 heavy vehicles, adding over A$5 million in
ARR as the solution is rolled out across the fleet.
New Zealand remains the engine of the business. The
Government’s signalled move to a universal electronic
road user charges system, to replace tax collected at the
pump, represents a significant potential expansion of our
addressable market. With 56% of New Zealand heavy
vehicle RUC kilometres already on the EROAD platform and
decades of partnership across the ecosystem, we are well
placed to support this transition
An honest reckoning in North America
Challenging economic and competitive dynamics, that we
were unable to sufficiently adapt to, lead to the previously
disclosed termination of a customer contract, with effect in
January 2026.
NA continues to provide 40% plus of group revenues and
with over 80k active units deployed it continues to be a
vital part of the EROAD business.
However with stagnant growth and reduction in free
cash flow, the region is being repositioned around a more
focused operating model to better serve our customers,
secure the revenue base and grow where we have a
differentiated offering with the whole focus being to
delight customers. New regional leadership is in place and
reviewing customer execution, service capability and go-to-
market approach across the region.
A focused company, built around satisfied
customers
The strategic focus on New Zealand and Australia that was
announced in October is straightforward, built around the
idea that each region should be self-funding. New Zealand
and Australia generated a combined $19.5m of normalised
free cash flow this year. Through uplifting execution and
improving customer focus we believe these regions contain
opportunities for investment to drive growth.
North America spent $5.0m more normalised free cash
than it generated in the year. We will continue to support
our North American customers, cross-sell to our existing
customer base and bring on new customers where we
have a differentiated offering that offers strong value while
targeting a measured cost structure.
Outlook
We enter FY27 leaner, more focused, and clearer about
where we win. A new, deeply experienced executive team is
in place and has hit the ground running.
The opportunity across New Zealand and Australia is
accelerating with enterprise momentum in Australia and
a large and growing addressable market in New Zealand,
supported by the prospect of Universal eRUC. North
America will be a smaller part of our portfolio but will be
disciplined and cash-generative.
We will continue to invest in the things that create value:
operational excellence, product competence, customer
intimacy, embedded AI, and universal eRUC. And we will
continue to report transparently on progress.
We are focused on the opportunity ahead and are fully
supportive of the strategy and direction developed and
approved with the Board, who have been an incredible
support through a challenging year.
Sincerely,
The Executive Team
EROAD Limited
8
$195.2m
+0.4% FY25: $194.4
Reported
Revenue
$174.3m
(0.5%) FY25: $175.1
ARR
FCF Margin
2
7.4%
(4.7pp) FY25: 12.1%
FINANCIAL
HIGHLIGHTS
8
1 Normalised for the temporary impact of the 4G hardware upgrade programme, change in accounting estimates, patent
litigation and transformation costs.
2 Normalised for the temporary impact of the 4G hardware upgrade programme.
EROAD ANNUAL REPORT 2026
9
EROAD ANNUAL REPORT 2026
$53.5m
(13.9%) FY25: $62.2m
Normalised
1
EBITDA
$60.88
+2.5% FY25: $59.41
ARPU
$14.4m
FY25: $23.6m
FY24: $10.8m
Normalised2
FCF to Firm
EROAD ANNUAL REPORT 2026
1110
REGIONAL
HIGHLIGHTS
NEW ZEALAND
*
Continued steady growth with Revenue
+1.1% and ARR +5.0% YoY. Strong unit base
of 124,470 underpins platform stability and
recurring revenue depth.
AUSTRALIA
Strongest growth region in FY26 with
Revenue +40.3% and ARR +73.2% YoY.
Rapid unit expansion to 26,089 (+6.4% YoY)
reflects accelerating market penetration and
large customer wins.
NORTH AMERICA
Revenue and ARR under pressure, declining
(7.1%) and (19.8%) respectively. Unit count
contraction of (15.9%) reflects market
headwinds and large customer churn.
Revenue
* Includes revenues related to the Corporate entity.
$102.0m
+1.1% FY25: $100.9m
$18.8m
+40.3% FY25: $13.4m
$74.4m
-7.1% FY25: $80.1m
ARR (NZD)
$93.5m
+5.0% FY25: $89.0m
$21.9m
+73.2% FY25: $12.6m
$58.9m
-19.8% FY25: $73.5m
EBITDA
$75.7m
+8.1% FY25: $70.0m
$4.9m
+40% FY25: $3.5m
$15m
-15.3% FY25: $17.7m
ARPU
$61.71
+2.6% FY25: $60.14
$57.63
+20.1% FY25: $47.97
$60.71
-0.4% FY25: $60.93
Unit
Count
124,470
-1.9% FY25: 126,944
26,089
+6.4% FY25: 24,515
87,830
(15.9%) FY25: 104,386
12
THE BOARD
Independent Director,
Auckland
Appointed: March 2019,
Appointed Chair: July 2023
Board Committees:
Finance, Risk and Audit,
Nominations, People & Culture
(Chiar)
BARRY EINSIG
Susan is a professional director with
more than 25 years of governance
experience across listed companies,
government bodies, private businesses
and not-for-profits. She has held
executive roles in pharmaceuticals, IT
strategy and management, working in
both New Zealand and overseas. Susan
is currently Chair of Steel & Tube and
IT consultancy Theta, and a director
of the Reserve Bank of New Zealand,
Les Mills NZ, Energy education Trust
and Lodestone Energy. Susan has held
governance roles across a wide range of
sectors including infrastructure, energy,
media, and financial services. Her
previous directorships include Goodman
Property Trust, Arvida, Transpower and
Sky TV. Susan is an Officer of the New
Zealand Order of Merit for services to
governance and a Chartered Fellow of
the Institute of Directors.
Barry is a technology and transport
executive with more than 30 years of
experience across global markets. He
has held senior roles in high-growth
technology companies, including
Vice President at Econolite, and
leads commercial and advisory work
across sectors such as connected and
automated vehicles, public safety
networks, and transport system
innovation. Barry has advised both
public and private organisations on the
future of mobility, including Singapore’s
Ministry of Transport, and contributed to
work by the US Transportation Research
Board. He has supported businesses
at the intersection of technology,
infrastructure and ESG, helping them
scale into new markets. Barry brings
wide-ranging knowledge of intelligent
transportation systems, IoT applications,
and the evolving needs of the freight
and mobility sectors.
Independent Director
Pennsylvania
Appointed: January 2020
Board Committees:
Nominations, Technology
SUSAN PATERSON
John is a technology leader with
decades of experience in global
product development, commercial
strategy and digital transformation.
He has held executive roles including
Chief Product Officer, Chief Operating
Officer, Chief Marketing Officer and
Chief Executive across public, private,
VC and PE-backed companies. John
was previously CEO of Invenco and
a senior executive at Navico, two
high-growth New Zealand technology
businesses that scaled successfully
on the global stage. He has built
and led teams across engineering,
product, sales, marketing and supply
chain in markets including the US,
UK, Europe and Asia. John currently
serves on several boards and advises
companies across hardware, software,
and emerging tech sectors. He
brings a practical, product-led lens to
innovation, growth and governance.
Executive Chair
Auckland
Appointed: March 2025
Board Committees:
Nominations (Chair)
JOHN SCOTT
13
EROAD ANNUAL REPORT 2026
Sara is a technology executive with
broad experience leading international
software companies across logistics,
transportation and supply chain.
She brings product and commercial
expertise, with a proven track record of
driving growth, digital transformation
and customer value. Sara served as
Chief Solutions Officer and executive
board member at Quintiq, where she
held global P&L responsibility and led
product and go-to-market strategy
during a period of international
expansion. She has been applying AI in
enterprise software for over 20 years.
Sara was a director of SaaS company
Spiro through its successful exit and
is currently CEO and co-founder of
ActiVote, a nonpartisan civic technology
company. Sara also serves on the board
of the National Civic League, a US-based
non-profit. She combines technical
expertise with a strategic approach
to people and culture, advising on
leadership, talent and the human drivers
of innovation and growth.
Independent Director
Massachusetts
Appointed: April 2022
Board Committees:
Finance, Risk and Audit,
Nominations, People & Culture,
Technology (Chair)
David is a professional director, investor
and former banking and finance sector
executive with extensive leadership and
governance experience. Throughout
his executive career he led large teams
delivering complex solutions for large
enterprise customers across a wide
range of industry sectors in Asia,
Australia, New Zealand and the Middle
East. David has considerable experience
leading change programmes, digital
transformation strategies, building
positions of market leadership and
working with regulators. He is currently
Chair of BTNZ Funds Management (NZ)
Limited and an Independent Director of
Westpac New Zealand Limited, where
he chairs the Board Audit Committee.
David has been awarded fellowships by
the Chartered Accountants Australia and
New Zealand (CA ANZ) and the Institute
of Finance Professionals in New Zealand
(INFINZ).
Lead Independent Director
Auckland
Appointed: July 2023
Board Committees:
Finance, Risk and Audit (Chair),
Nominations, People & Culture,
Technology
SARA GIFFORDDAVID GREEN
FINANCIAL
STATEMENTS
Consolidated Statement of Comprehensive Income
For the year ended 31 March 2026
2026 2025
Notes$M‘s$M’s
Revenue2195.2194.4
Operating expenses5(156.2)(134.8)
Earnings before interest, taxation, depreciation,
amortisation and impairment loss
39.059.6
Depreciation of property, plant and equipment10(21.1)(21.9)
Amortisation of intangible assets11(27.4)(21.0)
Amortisation of contract assets3(11.7)(10.8)
Impairment of goodwill and other assets10, 11(134.7)-
Earnings before interest and tax (EBIT)(155.9)5.9
Finance expense(5.7)(6.7)
Finance income0.61.0
Net financing costs14(5.1)(5.7)
Profit / (loss) before income tax(161.0)0.2
Income tax benefit / (expense)20(0.1)1.2
Profit / (loss) after tax for the year attributable to the
shareholders
(161.1)1.4
Other comprehensive income
Items that may be subsequently reclassified to profit or loss:
Cash flow hedges0.4(0.4)
Currency translation differences(0.9)8.9
(0.5)8.5
Total comprehensive income / (loss) for the year(161.6)9.9
Earnings / (loss) per share - Basic (cents) 15(86.06)0.73
Earnings / (loss) per share - Diluted (cents) 15(85.82)0.73
The above Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying notes.
EROAD FINANCIAL STATEMENTS 2026
14 15
EROAD FINANCIAL STATEMENTS 2026
16 17
Consolidated Statement of Financial Position
As at 31 March 2026
2026 2025
Notes$M's$M’s
Current assets
Cash and cash equivalents710.113.8
Restricted bank accounts729.526.1
Derivative financial assets180.10.1
Trade and other receivables837. 835.4
Contract assets310.89.4
Total current assets88.384.8
Non-current assets
Property, plant and equipment1081.082.3
Intangible assets11115.0265.6
Derivative financial assets180.10.3
Contract assets37. 99.3
Deferred tax assets2116.518.0
Total non-current assets220.5375.5
Total assets308.8460.3
Consolidated Statement of Financial Position (continued)
As at 31 March 2026
2026 2025
Notes$M's$M’s
Current liabilities
Borrowings135.05.0
Trade payables and accruals930.323.0
Payables to transport agencies729.526.1
Contract liabilities421.320.3
Lease liabilities121.71.5
Employee entitlements3.83.7
Derivative financial liabilities180.50.6
Total current liabilities92.180.2
Non-current liabilities
Borrowings1321.120.6
Contract liabilities412.011.9
Lease liabilities124.34.1
Derivative financial liabilities180.10.8
Deferred tax liabilities216.911.0
Total non-current liabilities44.448.4
Total liabilities136.5128.6
Net assets172.3331.7
Equity
Share capital15356.6356.1
Share capital premium/discount(19.9)(19.9)
Other reserves29.229.7
Accumulated losses(193.6)(34.2)
Total shareholders' equity172.3331.7
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
Chair of the Finance, Risk and Audit Committee, 25 May 2026Executive Chair, 25 May 2026
EROAD FINANCIAL STATEMENTS 2026
18 19
Consolidated Statement of Changes in Equity
For the year ended 31 March 2026
Consolidated
Share
Capital
Share
Premium /
Discount
Accumulated
losses
Translation
Reserve
Hedging
Reserve
Total
Notes$M’s$M’s$M’s$M’s$M’s$M’s
Balance as at 1 April 2024353.5(19.9)(33.5)21.6(0.4)321.3
Profit for the year--1.4--1.4
Other comprehensive income / (loss)---8.9(0.4)8.5
Total comprehensive income/(loss)--1.48.9(0.4)9.9
Transactions with owners
of the Company
Equity settled share-based payments162.6-(2.1)--0.5
Balance as at 31 March 2025356.1(19.9)(34.2)30.5(0.8)331.7
Balance as at 1 April 2025356.1(19.9)(34.2)30.5(0.8)331.7
Loss for the year--(161.1)--(161.1)
Other comprehensive income/(loss)---(0.9)0.4(0.5)
Total comprehensive income/(loss)--(161.1)(0.9)0.4(161.6)
Transactions with owners
of the Company
Equity settled share-based payments160.5-1.7--2.2
Balance at 31 March 2026356.6(19.9)(193.6)29.6(0.4)172.3
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
Consolidated Statement of Cash Flows
For the year ended 31 March 2026
2026 2025
Notes$M’s$M’s
Cash flows from operating activities
Cash received from customers191.7199.8
Payments to suppliers and employees(147.7)(141.3)
Payments for contract assets costs3(11.7)(12.4)
Interest received0.61.0
Interest paid(2.9)(4.7)
Tax received /(paid)0.3(1.8)
Net cash inflow from operating activities30.340.6
Cash flows from investing activities
Payments for investment in property, plant & equipment10(25.2)(13.4)
Payments for investment in intangible assets11(7.3)(14.9)
Net cash outflow from investing activities(32.5)(28.3)
Cash flows from financing activities
Receipts from bank loans135.3-
Repayments of bank loans13(5.0)(11.3)
Payment of lease liability12(2.0)(1.8)
Net cash outflow from financing activities(1.7)(13.1)
Net (decrease) / increase in the cash held(3.9)(0.8)
Cash at beginning of the financial period13.814.5
Effects of exchange rate changes on cash and cash equivalents0.20.1
Closing cash and cash equivalents10.113.8
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
EROAD FINANCIAL STATEMENTS 2026
20 21
Reconciliation of Operating Cash Flows with Reported Loss After Tax
For the year ended 31 March 2026
2026 2025
$M’s$M’s
Reconciliation of operating cash flows with reported loss
after tax
Profit / (loss) after tax for the year attributable to the shareholders(161.1)1.4
Add / (less) non-cash items
Tax asset recognised(2.6)(1.4)
Depreciation and amortisation60.253.7
Impairment losses on goodwill and other assets134.7-
Other non-cash (income) / expenses3.5(0.2)
Unwinding of interest expense for discounted contract liabilities1.51.3
197.353.4
Movements in other working capital items
Increase in trade and other receivables(2.8)(1.3)
Decrease / (increase) in current tax payables2.6(0.4)
Increase in contract liabilities0.58.1
Payment for contract asset costs (11.7)(12.4)
(Decrease) / increase in trade payables, interest payable and accruals5.5(8.2)
(5.9)(14.2)
Net cash from operating activities30.340.6
Notes to the consolidated financial statements
For the year ended 31 March 2026
REPORTING ENTITY
The consolidated financial statements for the year ended 31 March 2026 are for EROAD Limited (the “Company“) and its
subsidiaries (collectively referred to as the “Group“). The Group provides electronic on-board units and software as a service to
the transport industry.
EROAD Limited is a company domiciled in New Zealand registered under the Companies Act 1993 and is a FMC reporting
entity for the purposes of the Financial Markets Conduct Act 2013. The Company is listed on the New Zealand Stock Exchange
(NZX) Main Board and the Australian Stock Exchange (ASX).
BASIS OF PREPARATION
The consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Practice in
New Zealand (NZ GAAP). The financial statements comply with New Zealand equivalents to International Financial Reporting
Standards (NZ IFRS) as appropriate for profit-oriented entities and other New Zealand accounting standards, and authoritative
notices that are applicable to entities that apply NZ IFRS. These financial statements also comply with IFRS Accounting
Standards, and the requirements of the Financial Markets Conduct Act 2013.
As at 31 March 2026, current liabilities exceeded current assets by $3.8m. The Group had a positive operating cashflow in the
current year of $30.3m (2025: $40.6m).
The consolidated financial statements have been prepared on a going-concern basis, which assumes that the Group will be
able to discharge its liabilities including the mandatory repayment terms of the banking facilities as disclosed in Note 13. As at
31 March 2026, the Group balance sheet reflects a net working capital deficit of $3.8m, primarily driven by contract liabilities of
$21.3m. This does not result in a cash outflow and will be recognised as revenue as performance obligations are satisfied.
The financial statements are presented in New Zealand dollars ($) which is the Group‘s presentation currency, and all values are
rounded to million dollars to one decimal place ($M‘s) except where stated. Items included in the financial statements of each
of the Group‘s entities are measured using the currency of the primary economic environment in which the entity operates
(the “functional currency“). The functional currency of the Company and its New Zealand subsidiaries is New Zealand dollars.
The functional currencies of the Company’s subsidiaries in Australia, North America, and the Philippines are Australian dollars,
United States dollars, and Philippine pesos, respectively.
All amounts are shown exclusive of goods and services tax (GST) and other sales taxes except for trade receivables and trade
payables, and except where the amount of GST incurred is not recoverable. When this occurs, GST is recognised as part of the
cost of the asset or as an expense as applicable.
The financial statements are prepared on the historical cost basis, except for certain financial instruments which are carried at
fair value.
(a) Basis of consolidation
Subsidiaries are fully consolidated at the date on which the Group obtains control, and continue to be consolidated until the date
when such control ceases. The financial statements are prepared for the same reporting period as the Company, using consistent
accounting policies. All intra-group transactions and balances arising within the Group are eliminated in full.
(b) Accounting policies
Accounting policies that summarise the measurement basis used and that are relevant to the understanding of the financial
statements are provided throughout the accompanying notes.
The accounting policies adopted have been applied consistently throughout the periods presented in these consolidated financial
statements.
The Group adopted all mandatory new and amended NZ IFRS Standards and Interpretations and there has been no material
impact on the Group‘s financial statements.
NZ IFRS 18 Presentation and Disclosure in Financial Statements will replace NZ IAS 1 Presentation of Financial Statements and
applies for annual reporting periods beginning on or after 1 January 2027. The Group has not early adopted the new accounting
standard in preparing these financial statements; however, earlier application is permitted. NZ IFRS 18 requires a more structured
statement of profit or loss and greater disaggregation of information. The Group is in the process of assessing the estimated
impact that the initial application of NZ IFRS 18 will have on its consolidated financial statements.
EROAD FINANCIAL STATEMENTS 2026
22 23
There are no other new standards, amendments or interpretations that have been issued and are not yet effective, that are
expected to have a significant impact on the Group.
(c) Critical accounting estimates and judgements
In applying the Group‘s accounting policies, management continually evaluates judgements, estimates and assumptions based
on experience and other factors, including expectations of future events that may have an impact on the Group. All judgements,
estimates and assumptions made are believed to be reasonable based on the most current set of circumstances available to the
Group. Actual results may differ from the judgements, estimates and assumptions.
The significant judgements, estimates and assumptions made by management in the preparation of these financial statements are
outlined within the financial statement notes to which they relate. These are:
• Taxation - Recognition and utilisation of tax losses
• Intangible assets - assumptions used in the impairment tests; capitalisation of development costs and assessment of useful
lives
• Property, plant and equipment - determining residual values and useful lives
• Revenue - Revenue recognition and determination of expected credit losses
d) Change in presentation
Statement of financial position
In the current year, the Group has changed the presentation of certain contract-related balances in the statement of financial
position. Previously, contract fulfilment costs and costs to obtain contracts were presented as separate line items. These
balances are now presented as a single line item in the statement of financial position, Contract assets. This change represents a
reclassification of presentation only and does not affect the Group’s total assets, profit or equity. The underlying recognition and
measurement of these balances remain unchanged. Comparative information has been reclassified to conform with the current
year presentation.
Consolidated statement of cash flows
In the current year, the Group has also changed the presentation of cash flows relating to costs to obtain contracts within
the consolidated statement of cash flows. These cash payments are now presented as cash flows from operating activities,
as they relate to the Group’s ordinary revenue-generating activities and the associated assets are amortised by reference to
the transfer of goods and services to customers. Previously, these cash flows were presented within investing activities. This
change represents a reclassification of presentation only. Comparative information has been reclassified to conform with the
current year presentation.
Statement of cash flows
2025 ReportedReclass2025 Reclassified
Cash flows from operating activities43.2 (2.6)40.6
Cash flows from investing activities(30.9)2.6 (28.3)
Performance
This section focuses on the Group’s financial performance.
This section includes the following notes:
NOTE 1 SEGMENT REPORTING
NOTE 2 REVENUE
NOTE 3 CONTRACT ASSETS
NOTE 4 CONTRACT LIABILITIES
NOTE 5 EXPENSES
NOTE 6 PERSONNEL EXPENSES
EROAD FINANCIAL STATEMENTS 2026
24 25
NOTE 1 SEGMENT REPORTING
EROAD operating segments are based on geographic location for operating companies and corporate and development costs.
These operating segments equate to the Group‘s strategic divisions and are reported in a manner consistent with the internal
reporting provided to the Chief Executive Officer (CEO). The CEO is considered to be the chief operating decision maker
(“CODM“).
The four segments/strategic divisions offer different services and are managed separately because they require different
technology, services and marketing strategies. For each strategic division, the CODM reviews internal management reports.
The following summary describes the operations in each of the Group‘s segments.
• Corporate & Development: Includes costs associated with the corporate head office, the Philippines office, and R&D
activities for development of new and existing products and services
• North America: Operating companies serving customers in North America
• Australia: Operating companies serving customers in Australia
• New Zealand: Operating companies serving customers in New Zealand
Segment results that are reported to the CEO include items directly attributable to a segment as well as those that can be
allocated on a reasonable basis. Unallocated items comprise income tax, derivative financial instruments, finance income and
expenses.
Inter-segment pricing is determined on an arm’s length basis.
Impairment costs and transfer pricing
Impairment costs recognised in North America have been excluded from the FY26 transfer pricing calculations and, accordingly,
from the measurement of segment results used for internal reporting purposes.
The impairment relates to goodwill arising from the loss of a significant customer and is non-recurring in nature. While a portion
of the goodwill impairment is recognised in the US entities for statutory accounting purposes, it has been excluded from transfer
pricing calculations based on the routine functional characterisation of the entity and advice received.
The advice received supports the exclusion of goodwill impairment from the calculation of the US entity’s operating margin, as the
entity is characterised as a routine distributor that is not expected to bear goodwill or customer concentration risk.
Including the impairment would distort the assessment of the routine return generated from distribution activities. Management
considers this treatment to be supportable and appropriately documented for transfer pricing purposes.
Reportable segment information
Key information related to each reportable segment as provided to the CODM is set out below.
Corporate &
Development
North America New ZealandAustralia
202620252026
2025202620252026
2025
$M's$M's$M's$M's$M's$M's$M's$M's
Revenue
Subscription revenue--73.178.294.291.518.613.2
Uncontracted hardware revenue0.20.80.91.5-0.1--
Transaction fee revenue ----5.15.7--
Other revenue184.771.70.91.53.46.60.60.5
Total revenue84.972.574.981.2102.7103.919.213.7
Earnings / (loss) before interest,
taxation, depreciation, amortisation
& impairment loss
(55.6)(31.6)15.01 7. 775.770.04.93.5
Other segment information
Total assets271.3289.549.8200.7111.199.245.139.1
Depreciation of property, plant &
equipment
(1.5)(1.2)(8.2)(9.4)(9.0)(9.5)(2.4)(1.8)
Amortisation of intangible assets(19.3)(13.3)(6.1)(6.1)(1.2)(0.9)(0.8)(0.7)
Amortisation of contract assets --(2.2)(2.6)(7.8)(6.8)(1.7)(1.4)
Impairment loss - goodwill--(104.9)-----
Impairment loss - other intangible
assets
--(22.3)-
----
Impairment loss - property, plant &
equipment
--(7.5)-----
1
Revenue from Corporate & Development Markets includes R&D Grant Income of $1.5M (31 March 2025: $1.4M).
NOTE 1 SEGMENT REPORTING (CONTINUED)
EROAD FINANCIAL STATEMENTS 2026
26 27
Reconciliation of information on reportable segments
20262025
$M’s$M’s
Revenue
Total revenue for reportable segments281.7271.3
Elimination of inter-segment revenue(86.5)(76.9)
Consolidated revenue195.2194.4
EBITDA
Total EBITDA for reportable segments40.059.6
Elimination of inter-segment EBITDA(1.0)-
Consolidated EBITDA39.059.6
Depreciation
Total depreciation for reportable segments(21.1)(21.9)
Elimination of inter-segment depreciation--
Consolidated depreciation(21.1)(21.9)
Amortisation of intangible assets
Total amortisation for reportable segments(27.4)(21.0)
Elimination of inter-segment amortisation--
Consolidated amortisation(27.4)(21.0)
Total assets
Total assets for reportable segments47 7. 3628.5
Elimination of inter-segment balances(168.5)(168.2)
Consolidated total assets308.8460.3
Allocation of goodwill, property, plant and equipment and other intangible assets
Included within Total Assets are Development Assets of $74.9M (31 March 2025: $107.6M) which for the purpose of the segment
note have been allocated to the Corporate & Development segment based on the ownership of intellectual property. The
amortisation for these assets is also presented in the Corporate & Development segment. The Group‘s cash generating units
(CGUs) are North America, New Zealand and Australia. For impairment testing purposes management allocate the Development
Assets to the CGU based on the specific CGU that the Development Asset relates to, or if the Development Asset is developed
for use globally across all CGUs, the asset is allocated to CGUs based on the proportionate share of the Group‘s Contracted Units.
Property, plant and equipment and other finite intangible assets that do not generate cash flows independent from the CGU are
also included and tested as part of impairment testing of respective CGUs.
Also included in the total assets is the intangible assets acquired through the acquisition of the Coretex subsidiaries and resulting
goodwill. The allocation of these to respective CGUs has been done based on valuation expert advice as part of acquisition
accounting during the period ended 31 March 2022.
NOTE 1 SEGMENT REPORTING (CONTINUED)
The allocation of the Development Assets, goodwill and other intangibles to CGUs within the following reportable segments for
the purpose of impairment testing was as follows:
Development AssetsGoodwillBrand
Customer
relationships
$M's$M's$M's$M's
31 March 2026
North America26.3-0.311.6
New Zealand43.25.7-0.9
Australia5.415.7-3.1
74.921.40.315.6
31 March 2025
North America50.7106.91.321.2
New Zealand50.05.7-1.0
Australia6.914.4-3.1
1 07. 61 2 7. 01.325.3
Geographic information
The geographic information below analyses the Group‘s revenue and non-current assets by the Company‘s country of domicile
and other countries. In presenting the following information revenue has been based on the geographic location of customers
and assets were based on the geographic location of the assets. These allocations are not aligned with the Group‘s reportable
segments.
20262025
$M’s$M’s
Revenue
New Zealand102.0100.9
All foreign countries:
USA74 .480.1
Australia18.813.4
Philippines--
Total revenue195.2194.4
Non-current assets
New Zealand135.0143.4
All foreign countries:
USA30.4182.0
Australia36.231.8
Philippines2.3-
Total non-current assets203.93 57. 2
NOTE 1 SEGMENT REPORTING (CONTINUED)
EROAD FINANCIAL STATEMENTS 2026
28 29
Non-current assets exclude financial instruments and deferred tax assets.
20262025
$M’s$M’s
Reconciliation of geographical non-current assets
to total non-current assets
Geographical non-current assets203.93 57. 2
Deferred tax assets16.518.0
Derivative financial instruments0.10.3
Total non-current assets220.5375.5
NOTE 2 REVENUE
20262025
$M’s$M’s
Revenue from contracts with customers
Subscription revenue185.9182.9
Uncontracted hardware revenue1.12.4
Other
Transaction fee revenue5.15.7
Other revenue and income1.62.0
Grant income1.51.4
Total Revenues195.2194.4
Revenue recognition
Revenue is measured based on the consideration specified in a contract with a customer. The Group recognises revenue when it
transfers control over a good or a service to a customer.
The Group provides electronic on-board units to its customers, which comprise the provision of hardware and the rendering of
services.
The supply of electronic on-board units (leased or purchased outright), installation of the units and providing services are not
distinct and have one single performance obligation (linked to the service contract). Consequently, the Group does not recognise
revenue separately for these goods and services but recognises this revenue together as the provision of subscription revenue.
Subscription revenue
Subscription revenue represents revenue earned from customer contracts for the sale or rental of hardware, installation services,
training and support services and provision of software services.
As noted above, the Group has determined that for the majority of customers the supply and installation of units and the services
are not distinct and are treated as one single performance obligation. That is, EROAD’s customers do not have the right to direct
the use of EROAD’s assets (such as the Ehubo, Corehub and TMU units) as EROAD continues to have the right and ability to
change how the asset operates during the customer’s contract period. These contracts are therefore accounted for as service
contracts. The Group generates revenue through the sale of hardware assets, rental of hardware assets, installation of hardware
assets and provision of software services as part of contracts with customers as part of a bundled package. These hardware units
enable customers to access the software platform offered by the Group. The transactions involving hardware and accessories
do not convey a distinct good or service. The sale does not transfer control to the customer as the Group provides a significant
service of integrating the software service to produce a combined output. The sale of the hardware, accessories and software
NOTE 1 SEGMENT REPORTING (CONTINUED)
service are referred to as subscription revenue, which is recognised on a straight-line basis over the contract period to reflect the
fulfilment of the performance obligations as they arise.
The Group offers installation services as part of a number of promises to transfer goods and services within each contract.
Installation services do not convey a distinct good or service and therefore are not a separate performance obligation as the
installation is a set-up activity that does not provide the customer with a direct benefit other than access to the software services.
As a result, the installation service is considered as part of the single performance obligation referred to as subscription revenue,
which includes the software service and hardware sale or rental for which the customer simultaneously receives and consumes
the benefit of the service.
A contract liability is recognised where consideration is received in advance of the completion of associated performance
obligations. The contract liability is derecognised over time evenly over the period of the contract as the customer derives the
benefit evenly from the services provided over the contract period. The majority of contracts are for 3 years and can be for a term
of up to 5 years. As a result, there is a financing component which the Group recognises as a finance cost when consideration is
received in advance.
Uncontracted hardware revenue
Hardware revenue purchased with a subscription is recognised over the first month‘s subscription. Hardware revenue reflects
hardware sales where a subscription must be separately purchased to utilise the hardware and obtain access to services. The
hardware together with the monthly subscription is considered a single performance obligation. A receivable is recognised by the
Group when the right to consideration becomes unconditional, as only the passage of time is required before payment is due.
The installation revenue associated with uncontracted hardware units is included in the hardware revenue line and recognised
when the installation is completed.
The services revenue associated with the uncontracted hardware units is included in the subscription revenue line and is
recognised when the performance obligation is completed.
Transaction fees
Transaction fee revenue relates to the collection of Road User Charges (RUC) fees. The Group acts as an agent for transport
authorities in the market that it operates in. Where fees are collected on their behalf, the Group charges a commission. The
revenue recognised is the net amount of the commission fee earned by the Group.
Grant income
Government grants are recognised at fair value in the statement of comprehensive income over the same periods as the costs for
which the grants are intended to compensate. No unfulfilled conditions or contingencies exist related to the government grants.
Future contracted income
The Group reports the Non-GAAP measure, Future Contracted Income. The definition of Future Contracted Income includes all
future hardware and subscription cash inflows relating to income under non-cancellable long-term agreements. The disclosure
below aligns with the Future Contracted Income reported by the Group.
Transaction price allocated to the remaining performance obligations
The table below represents the revenue allocated to performance obligations that are unsatisfied or partially unsatisfied at the
period end. The revenue amounts yet to be recognised under non-cancellable contract agreements at 31 March 2026 are expected
to be recognised by EROAD based on the time bands disclosed below.
20262025
$M’s$M’s
Subscription revenue
No later than one year98.9108.2
Later than one year, no later than five years199.1206.9
Total price allocated to remaining performance obligations298.0315.1
NOTE 2 REVENUE (CONTINUED)
EROAD FINANCIAL STATEMENTS 2026
30 31
NOTE 3 CONTRACT ASSETS
Capitalised contract fulfilment costs
The Group capitalises incremental costs of fulfilling customer contracts, typically distribution and installation costs. Contract
fulfilment costs are amortised evenly over the period of the contract. The majority of contracts are for 3 years and can be for a
term of up to 5 years. Customers who do not sign up to a term have contract fulfilment costs expensed upfront.
Capitalised contract acquisition costs
The Group capitalises costs that are incremental in obtaining contracts with customers, typically sales commissions. Contract
acquisition costs are amortised evenly over the period of the contract. The majority of contracts are for 3 years and can be for a
term of up to 5 years. Customers who do not sign up to a term have contract acquisition costs expensed upfront.
The following table provides information about contract fulfilment and costs to obtain contracts with customers:
Contract fulfilmentContract acquisitionTotal contract assets
202620252026202520262025
$M’s$M’s$M’s$M’s$M’s$M’s
Opening net book value13.912.04.85.118.71 7.1
Additions10.19.81.62.611.712.4
Amortisation(9.2)(7.9)(2.5)(2.9)(11.7)(10.8)
Closing net book value14.813.93.94.818.718.7
Current8.86.72.02.710.89.4
Non-current6.07. 21.92.17. 99.3
NOTE 4 CONTRACT LIABILITIES
The Group enters into contracts with customers for the provision of software services over a contracted period. As stated in the
accounting policies, this revenue is recognised over time as the customer simultaneously receives and consumes the benefit of the
service. The Group has determined that the benefit of the services provided is consumed evenly over the period of the contract,
and thus the performance obligations are satisfied evenly over the period. Where the Group receives a portion of the transaction
price of a contract in advance, this is recognised as a contract liability and released over the contract period as the Group satisfies
its performance obligations.
20262025
$M’s$M’s
Opening balance32.223.6
Amounts deferred during the period2 7. 823.3
Amount recognised in the statement of comprehensive income(26.7)(14.7)
33.332.2
Current 21.320.3
Non-current12.011.9
NOTE 5 EXPENSES
20262025
Notes$M’s$M’s
Personnel expenses - net of capitalised employee
remuneration
674 .765.9
Administrative and other operating expenses46.137. 7
SaaS platform costs33.329.4
Directors fees0.90.9
Fees paid to auditors - KPMG1.20.9
Total operating expenses156.2134.8
During the year the costs expensed for Research and Development were $27.3M (31 March 2025: $20.6M).
Comparative information has been reclassified to conform to the current year presentation.
Certain capitalised freight costs have been reclassified from Personnel expenses to Administrative and other operating
expenses to better reflect their nature. This reclassification has no impact on total operating expenses, profit, or cash flows.
The reclassification in 2025 amounts to $0.2m.
The auditor of EROAD Limited is KPMG. The fees expensed for KPMG services are disclosed below.
20262025
$M’s$M’s
Audit or review of financial statements
Audit of financial statements0.90.6
Review of financial statements0.1 0.1
Total audit or review of financial statements1.0 0.7
Other assurance services and other agreed-upon procedures
Review of NZTA transactions to assess compliance with the NZTA
service delivery agreement (assurance engagement)
--
Review of RDTi (agreed-upon procedures)--
Total other assurance services and other agreed-upon procedures--
Taxation services
Corporate Income Tax, GST and other tax compliance0.1 0.1
Transfer pricing review0.1 0.1
Total taxation services0.2 0.2
Total fees for services other than the audit or review of financial
statements
0.2 0.2
Total fees for services provided by KPMG1.2 0.9
Total taxation services as a percentage of total audit or review and other
assurance services and other agreed-upon procedures
21%25%
Refer to Principle 7 in the Governance Report for further details.
EROAD FINANCIAL STATEMENTS 2026
32 33
NOTE 6 PERSONNEL EXPENSES
20262025
$M’s$M’s
Salaries, wages and commissions7 7. 473.0
Annual leave-(0.1)
Performance bonus0.92.4
Share-based payments2.61.7
Salaries and wages capitalised to development and software assets(4.6)(8.5)
Sales commissions capitalised to acquisition costs (note 3)(1.6)(2.6)
74 .765.9
Comparative information has been reclassified to conform to the current year presentation
In the current year, the Group has changed the presentation of personnel costs within the Personnel expenses note. Previously,
Salaries and wages were presented net of capitalised sales commission costs. In the current year, Salaries, wages and commis-
sions are presented on a gross basis, with sales commissions capitalised as costs to obtain contracts disclosed as a separate
line item within the note. In addition, freight and courier costs that were previously included within Personnel expenses have
been reclassified to Administrative and other operating expenses to better reflect their nature (refer Note 5).
This reclassification has no impact on total operating expenses, profit, or cash flows.
WORKING CAPITAL
This section provides information about the primary elements of the Group’s working capital.
This section includes the following notes:
NOTE 7 CASH AND CASH EQUIVALENTS, RESTRICTED CASH AND
PAYABLES TO TRANSPORT AGENCIES
NOTE 8 TRADE AND OTHER RECEIVABLES
NOTE 9 TRADE PAYABLES AND ACCRUALS
EROAD FINANCIAL STATEMENTS 2026
34 35
NOTE 7 CASH AND CASH EQUIVALENTS, RESTRICTED CASH AND PAYABLES TO TRANSPORT AGENCIES
20262025
$M’s$M’s
Cash and cash equivalents10.113.8
Restricted bank accounts29.526.1
39.639.9
Cash and cash equivalents exclude restricted bank accounts. Restricted bank accounts are presented separately from cash and
cash equivalents on the face of the Statement of Financial Position and movements in restricted bank accounts are excluded
from the Statement of Cash Flows. The restricted bank accounts relate to Road User Charges (RUC) collected from clients due for
payment to the appropriate government agency.
Payables to transport agencies(29.5)(26.1)
NOTE 8 TRADE AND OTHER RECEIVABLES
20262025
$M’s$M’s
Trade receivables32.532.0
Allowance for expected credit losses on trade receivables(7.4)(6.9)
25.125.1
Prepayments and other receivables12.710.3
3 7. 835.4
In addition to the movement in the expected credit losses, the Group has written off $0.9M (2025: $1.6M) of bad debts to the
statement of comprehensive income.
Trade receivables are amounts due from customers for products sold and services provided. Trade receivables are recognised
initially at their transaction price and subsequently measured at the amount to be collected. Due to the short term nature of these
debtors, their carrying value is assumed to approximate fair value.
The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit
or loss. The Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in credit risk, but
instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix
that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic
environment. That is, to measure the expected credit losses, trade receivables have been grouped based on customer industry
risk characteristics and the days past due. The expected loss rates are based on recent payment profiles, historical customer
behaviour, age of debt and individual customer circumstances.
NOTE 9 TRADE PAYABLES AND ACCRUALS
20262025
$M’s$M’s
Trade payables6.04.6
Income tax payable4.62.9
Sundry accruals19.715.5
30.323.0
Trade payables are carried at amortised cost. Due to their short-term nature, they are not discounted.
LONG-TERM ASSETS
This section provides information about the investment the Group has made in long-term assets to operate the business.
This section includes the following notes:
NOTE 10 PROPERTY, PLANT AND EQUIPMENT
NOTE 11 INTANGIBLE ASSETS
NOTE 12 LEASES AS LESSEE
EROAD FINANCIAL STATEMENTS 2026
36 37
NOTE 10 PROPERTY, PLANT AND EQUIPMENT
Right of
use assets
Hardware
assets
Plant and
equipment
Leasehold
improvements
Motor
vehicles
Office
equipment
ComputersTotal
$M’s$M's$M's$M's$M's$M's$M's$M's
Year ended 31 March 2026
Opening net book
amount
4.176.2-1.0-0.40.682.3
Additions1.824.6-0.1-0.10.52 7.1
Depreciation charge(1.4)(19.1)-(0.3)-(0.1)(0.2)(21.1)
Impairment loss(0.6)(6.6)-(0.3)---(7.5)
Effect of movement in
exchange rates
0.1--0.1---0.2
Closing net book
amount
4.075.1-0.6-0.40.981.0
At 31 March 2026
Cost10.7155.80.83.10.12.26.6179.3
Accumulated
depreciation and
impairment
(6.7)(80.7)(0.8)(2.5)(0.1)(1.8)(5.7)(98.3)
Net book amount4.075.1-0.6-0.40.981.0
Right of
use assets
Hardware
assets
Plant and
equipment
Leasehold
improvements
Motor
vehicles
Office
equipment
ComputersTotal
$M's$M’s$M’s$M’s$M’s$M’s$M’s$M’s
Year ended 31 March 2025
Opening net book
amount
4.781.60.11.20.10.40.788.8
Additions0.615.2---0.10.416.3
Disposals-(2.3)-----(2.3)
Depreciation charge(1.3)(19.6)(0.1)(0.2)(0.1)(0.1)(0.5)(21.9)
Effect of movement in
exchange rates
0.11.3-----1.4
Closing net book
amount
4.176.2-1.0-0.40.682.3
At 31 March 2025
Cost8.7142.90.83.00.32.15.8163.6
Accumulated
depreciation
(4.6)(66.7)(0.8)(2.0)(0.3)(1.7)(5.2)(81.3)
Net book amount4.176.2-1.0-0.40.682.3
Included in the Hardware Assets is equipment under construction to be leased or sold of $23.8M (31 March 2025: $22.0M). Due to
the majority of the equipment under construction being ultimately sold under contract and forming part of hardware assets on
the Group’s fixed asset register it has been accordingly classified under hardware assets.
NOTE 10 PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
Items of plant and equipment are stated at cost, less accumulated depreciation and impairment losses. Cost includes the purchase
consideration, and those costs directly attributable to bringing the asset to the location and condition necessary for its intended
use. Where an item of plant and equipment is disposed of, the gain or loss recognised in the statement of comprehensive income
is calculated as the difference between the net sales price and the carrying amount of the asset.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease
payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to restore the
underlying asset or the site on which it is located, less any lease incentives received.
Subsequent costs
The Group recognises in the carrying amount of an item of property, plant and equipment the cost of replacing part of such an
item when that cost is incurred if it is probable that the future economic benefits embodied within the item will flow to the Group
and the cost of the item can be measured reliably. All other costs are recognised in the statement of comprehensive income as an
expense in the period they are incurred.
Impairment
Property, plant and equipment is tested for impairment when there are indicators of impairment. It is not possible to identify
separately identifiable cash flows for property, plant and equipment as hardware assets are sold together with various SaaS
services as a package. Property, plant and equipment is allocated to the Group’s CGUs as described in note 1 for the purposes of
impairment testing.
Depreciation
Depreciation begins when the asset is in the location and condition necessary for it to be capable of operating in the manner
intended by management.
The following rates have been used on a straight line basis:
Leasehold improvements 3 to 9 years
Hardware assets 3 to 6 years
Plant and equipment 3 to 11 years
Computer/Office equipment 1 to 5 years
Motor vehicles 3 to 5 years
Right of use assets 3 to 9 years
The above rates reflect the estimated useful lives of the respective categories. Consideration was given to how long assets can be
deployed and any expected network changes. Leasehold improvements are depreciated over the contracted lease term.
EROAD FINANCIAL STATEMENTS 2026
38 39
NOTE 11 INTANGIBLE ASSETS
DevelopmentSoftwareGoodwillBrand
Customer
relation-
ships
Patents,
trademarks and
other rights
Total
$M’s$M’s$M’s$M’s$M’s$M’s$M’s
Year ended 31 March 2026
Opening net book amount1 07. 64.31 2 7. 01.325.30.1265.6
Additions7. 20.1----7. 3
Disposals(2.0)-----(2.0)
Effect of movement in foreign
exchange rate
(0.5)-(0.7)-(0.1)-(1.3)
Amortisation charge(22.1)(1.2)(0.7)(3.4)-(27.4)
Impairment loss(15.3)(0.5)(104.9)(0.3)(6.2)-(127.2)
Closing net book amount74.92.721.40.315.60.1115.0
At 31 March 2026
Cost201.313.021.44.034.00.1273.8
Accumulated amortisation and
impairment
(126.4)(10.3)-(3.7)(18.4)-(158.8)
Net book amount74.92.721.40.315.60.1115.0
DevelopmentSoftwareGoodwillBrand
Customer
relation-
ships
Patents,
trademarks and
other rights
Total
$M’s$M’s$M’s$M’s$M’s$M’s$M’s
Year ended 31 March 2025
Opening net book amount109.05.1121.82.026.40.1264.4
Additions14.50.4----14.9
Effect of movement in foreign
exchange rate
1.0-5.20.11.0-7. 3
Amortisation charge(16.9)(1.2)-(0.8)(2.1)-(21.0)
Closing net book amount1 07. 64.31 2 7. 01.325.30.1265.6
At 31 March 2025
Cost195.712.81 2 7. 04.033.70.1373.3
Accumulated amortisation(88.1)(8.5)-(2.7)(8.4)-(107.7)
Net book amount1 07. 64.31 2 7. 01.325.30.1265.6
The useful lives of the Group’s Intangible Assets are assessed to be finite except for goodwill. Assets with finite lives are amortised
over their useful lives and tested for impairment whenever there are indications that the assets may be impaired.
Change in estimate
During FY26, the Group revised the estimated useful lives of certain capitalised development assets to reflect the Group’s
current product roadmap, platform architecture, technology replacement expectations and the accelerating impact of AI on
software longevity. The revised useful lives are applied prospectively from 1 October 2025 by amortising existing carrying
values over the revised remaining useful lives. The revised useful lives are:
Development asset categoryPrevious useful lifeRevised useful life
Development hardware and platfom5 to 15 years3 to 9 years
Development products5 to 10 years3 to 5 years
Software5 to 7 years3 to 5 years
The effect of these changes on actual and expected amortisation expense was as follows:
Disclosure noteFY26FY27FY28Later
Increase / (decrease) in amortisation6.313.011.2(28.2)
Research and development
Expenditure on research activities, undertaken with the prospect of gaining new technical knowledge and understanding, is
recognised in the statement of comprehensive income when incurred.
Development activities involve a plan or design for the production of new or substantially improved products and processes.
Development expenditure is capitalised only if development costs can be measured reliably, the product or process is
technically and commercially feasible, future economic benefits are probable, and the Group intends to and has sufficient
resources to complete development and to use or sell the asset. The expenditure capitalised includes the cost of materials,
direct labour and overhead costs that are directly attributable to preparing the asset for its intended use. Other development
expenditure is recognised in the statement of comprehensive income when incurred. There is judgement involved in relation
to whether a project meets the capitalisation criteria, and whether the expenditure can be directly attributable to the
respective project.
Capitalised development expenditure is measured at cost less accumulated amortisation and accumulated impairment losses.
Other intangible assets
Other intangible assets, including customer relationships, brand, patents and trademarks, that are acquired by the Group and
have finite useful lives are measured at cost less accumulated amortisation and any accumulated impairment losses.
Subsequent expenditure
Subsequent expenditure is capitalised when it increases the future economic benefits embodied in the specific asset to
which relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in the
statement of comprehensive income when incurred.
Amortisation
Patents 10 to 20 years
Development Hardware & Platform 3 to 9 years
Development Products 3 to 5 years
Software 3 to 5 years
Customer relationships 10 to 15 years
Brand 5 years
NOTE 11 INTANGIBLE ASSETS (CONTINUED)
EROAD FINANCIAL STATEMENTS 2026
40 41
Impairment
The acquisition of Coretex on 1 December 2021 resulted in goodwill being recognised for the excess of the consideration
transferred over the fair value of the identifiable net assets acquired. Net assets acquired included finite life intangible assets
such as customer relationships, brands, software and development assets. The goodwill and finite life intangible assets were
allocated to the Group’s cash-generating units (CGUs) with the assistance of external specialists. The CGUs represent the lowest
level at which separately identifiable cash inflows are generated. Refer to note 1 for the allocation of goodwill, property, plant and
equipment and other finite life intangible assets to CGUs.
When goodwill is acquired in a business combination, NZ IAS 36 requires an impairment test to be performed annually for the
CGUs to which goodwill has been allocated, irrespective of whether any indication of impairment exists. An impairment test is also
required when there is an indicator of impairment in respect of a CGU or asset.
Corporate costs attributable to CGUs are allocated to the respective CGUs on a reasonable and consistent basis for the purposes
of impairment testing. Development assets specific to a region are allocated directly to the relevant CGU. Shared platform and
development assets are allocated based on each CGU’s proportionate share of contracted units. Unallocated corporate costs and
assets are assessed using a top-down approach.
Impairment testing of CGUs
At the reporting date, management considered both external and internal sources of information in assessing whether indicators
of impairment existed.
An external indicator considered was that the carrying amount of the Group’s net assets exceeds its market capitalisation. The
share price of EROAD Group at 31 March 2026 was $0.885 equating to a market capitalisation of $166.5M compared to net assets
of $172.3M at the same date.
Management also considered CGU-specific indicators, including changes in trading conditions, market competition, customer
activity and revised expectations of future cash flows.
To complete the annual impairment testing, management assessed the recoverable amount of each CGU to which goodwill,
property, plant and equipment and finite life intangible assets had been allocated by reference to value in use, determined
using discounted cash flow models.
Cash flow forecasts were based on Board-approved budgets and strategic plans covering a period of 5 years. Cash flows
beyond that period were extrapolated using estimated terminal growth rates.
The key assumptions used in the value-in-use models were forecast revenue growth and the weighted average cost of capital
(WACC) and EBITDA margin. These assumptions reflect past experience, current trading performance and management’s
expectations of future market conditions. WACC reflects the time value of money and the risks specific to each CGU.
The recoverable amounts of the CGUs were estimated based on the following significant assumptions:
Amount the
VIU exceeds the
carrying value
Revenue
CAGR
WACC
$M’s
(functional currency)
New Zealand301.78.6%11.7%
North America1.03.6%14.2%
Australia22.624.9%13.2%
A key assumption of EBITDA CAGR of 1.4% has been applied to North America.
Terminal growth rate of 2.5% applied to 2032 and thereafter for Australia, 2.0% applied for New Zealand and North America.
Terminal growth rates do not exceed the long-term average growth rates for the markets in which the relevant CGUs operate.
The Group concluded that the recoverable amount of each of the CGUs was higher than its carrying amount and therefore no
impairment was considered necessary at 31 March 2026. Also, refer to the below in relation to the North America CGU.
NOTE 11 INTANGIBLE ASSETS (CONTINUED)
Sensitivity analysis
Sensitivity analysis was undertaken for each CGU by applying reasonably possible changes in key assumptions, while holding
all other assumptions constant. The New Zealand CGU was not considered sensitive to reasonably possible changes in key
assumptions. The recoverable amounts of the Australia and North America CGUs were most sensitive to changes in key
assumptions.
An adverse change in a key assumption could result in a further reduction in the recoverable amount, in which case an impairment
may be possible for the North America CGU.
The change in an individual assumption which, in isolation, would result in the recoverable amount equalling the carrying
amount is set out below for New Zealand and Australia CGU:
Input required for the VIU to equate to the carrying value
Revenue
CAGR
WACC
New ZealandNot sensitiveNot sensitive
Australia13.07%17.47%
North America Impairment
During the period, management identified impairment indicators in relation to the North America CGU. These included
increased competitive pressure in the US telematics market, weaker economic conditions affecting freight volumes and
customer capital expenditure, the loss of a significant legacy customer, and the prioritisation of investment toward growth
opportunities in Australia and New Zealand. As a result, the recoverable amount of the North America CGU was reassessed
using a value-in-use model at 30 September 2025.
An impairment loss of NZ$134.7 million was recognised in respect of the North America CGU and presented as a separate
line item in the statement of comprehensive income as ‘Impairment of goodwill and other assets’. The impairment loss was
allocated first to goodwill and then pro rata to intangible assets (NZ$22.3 million) and property, plant and equipment (NZ$7.5
million), as outlined in notes 10 and 11.
As at 31 March 2026, the North America CGU has limited headroom and is therefore sensitive to reasonably possible changes
in key assumptions; a small adverse movement in forecast revenue growth, EBITDA margin or WACC rate could result in an
impairment.
No further impairment losses were identified as a result of the subsequent impairment assessment.
NOTE 11 INTANGIBLE ASSETS (CONTINUED)
EROAD FINANCIAL STATEMENTS 2026
42 43
NOTE 12 LEASES AS LESSEE
20262025
$M’s$M’s
Maturity analysis - contractual undiscounted cash flows
Less than one year2.01.8
One to five years4.34.1
More than five years0.30.5
Total undiscounted lease liabilities6.66.4
Current 1.71.5
Non-current4.34.1
Lease liabilities included in the statement of financial position6.05.6
Amounts recognised in Statement of Comprehensive Income
20262025
$M’s$M’s
Interest expense on lease liabilities0.40.2
Depreciation on right of use assets1.41.3
Amounts recognised in Statement of Cash Flows
20262025
$M’s$M’s
Total cash outflow for leases(2.0)(1.8)
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date,
discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental
borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.
Lease payments included in the measurement of the lease liability comprise the following:
-fixed payments, including in-substance fixed payments;
-variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement
date;
-amounts expected to be payable under a residual guarantee;
-the exercise price under a purchase option that the Group is reasonably certain to exercise;
-lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option; and
-penalties for early termination of a lease unless the Group is reasonably certain not to terminate early.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change
in future lease payments arising from a change in an index or rate, if there is a change in the Group’s estimate of the amount
expected to be payable under a residual value guarantee, or if the Group changes its assessment of whether it will exercise a
purchase, extension or termination option.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use
asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
DEBT AND EQUITY
This section outlines the Group’s capital structure and the related financing costs.
This section includes the following notes:
NOTE 13 BORROWINGS
NOTE 14 FINANCE INCOME AND FINANCE EXPENSES
NOTE 15 EQUITY
NOTE 16 SHARE-BASED PAYMENTS
EROAD FINANCIAL STATEMENTS 2026
44 45
NOTE 13 BORROWINGS
20262025
$M’s$M’s
Current borrowings
Term loans 5.05.0
5.05.0
Non-current borrowings
Term loans 12.517.5
Revolving credit facility8.93.5
Capitalised borrowings costs(0.3)(0.4)
21.120.6
2026202620252025
Nominal
Interest
Year of
Maturity
Face
Value
$M’s
Carrying
amount
$M’s
Face
Value
$M’s
Carrying
amount
$M’s
Term Loans6.63%202717.517.522.522.5
Revolving credit facility6.63%20278.98.93.53.5
Capitalised borrowing costs6.63%2027-(0.3)-(0.4)
26.426.126.025.6
The above nominal interest rate represents the weighted average rate of the entire facility.
During the year, EROAD amended and restated its banking facilities, extending the contractual maturity dates of its term loan
and revolving credit facilities to 1 October 2027.
At 31 March 2026, EROAD had the following facilities in place:
$17.5M (NZD) Term Loan Facility A – the Term Loan has a term of 18 months from the 30 March 2026 amendment and
restatement effective date, with the facility having a maturity date of 1 October 2027. The total facility commitments reduce by
$1.25M on a quarterly basis from 30 June 2026 until the maturity of the facility. Accordingly, $5.0M of debt has been classified
as current. The full outstanding balance is payable on the termination date.
$42.5M (NZD) Revolving Credit Facility B – the Revolving Credit Facility has a term of 18 months from the 30 March 2026
amendment and restatement effective date, with a periodic roll-over feature at the end of each interest period (90 days) that
is subject to continued compliance with the terms of the facility, and with the facility having a maturity date of 1 October 2027.
Funds may be drawn in New Zealand dollars, Australian dollars or United States dollars. The total facility commitments reduce
by $1.25M on a quarterly basis from 30 June 2026 until the maturity of the facility. The full outstanding balance is payable on
the termination date.
$5.0M Multi-option working capital facility – for capital expenditure and general working capital purposes. This is an on
demand facility. The full outstanding balance is payable on the termination date.
EROAD’s operating covenants to support the above facilities include Interest Cover Ratio, Leverage Ratio and Obligor Assets to
Group Assets. EROAD was compliant with covenants during the period and at 31 March 2026.
The security package for the Multi-Option Credit Facility Agreement includes an all obligations cross-guarantee granted by
EROAD Financial Services Limited, EROAD Australia Pty Limited, EROAD Inc, Coretex Limited, Imarda Pty Limited, Coretex
Australia Pty Limited, Coretex NZ Limited, and Coretex USA Inc in favour of the BNZ (in its capacity of Security Trustee for the
banking syndicate). In respect of the obligations of EROAD Limited, and a General Security Agreements granted by EROAD
Limited, EROAD Financial Services Limited, EROAD Inc, EROAD Australia Pty Limited, Coretex Limited, Imarda Pty Limited,
Coretex Australia Pty Limited, Coretex NZ Limited, and Coretex USA Inc in favour of the BNZ (in its capacity of Security Trustee
for the banking syndicate).
Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised
as part of the cost of that asset. Other borrowing costs are recognised as an expense in the period in which they are incurred.
NOTE 14 FINANCE INCOME AND FINANCE EXPENSES
20262025
$M’s$M’s
Finance expenses
Interest expense(3.3)(5.2)
Interest expense - lease liabilities(0.4)(0.2)
Interest expense - contract liabilities(1.5)(1.2)
Foreign exchange losses(0.5)(0.1)
Total finance expenses(5.7)(6.7)
Finance income
Interest Income0.61.0
Net financing costs(5.1)(5.7)
NOTE 15 EQUITY
Paid up capital
All issued shares are fully paid up and have equal voting rights and share equally in dividends and surplus on winding up.
Number of
ordinary shares
Issue price
$
Issued Capital
$
1 April 2025187,410,632356.1
Shares issued to employees556,1850.890.5
31 March 2026187,966,817356.6
At 31 March 2026 there was 187,966,817 authorised and issued ordinary shares (31 March 2025: 187,410,632). 386,166 (31 March
2025: 386,166) shares are held in trust for employees in relation to the long-term incentive plan and are accounted for as
treasury stock.
The calculation of both basic and diluted earnings per share at 31 March 2026 was based on the loss attributable to ordinary
shareholders of $161.1M (2025: profit of $1.4M). The weighted number of ordinary shares on 31 March 2026 was 187,243,077
(2025: 186,222,866) for basic earnings per share and 187,777,813 for diluted earnings per share (2025: 186,750,744).
Share capital premium/discount
This account is for the difference between the issued share price and the trading share price (or fair value share price) on date
of issue and includes contingent consideration portion classified as equity related to the acquisition of Coretex. There have
been no changes since 31 March 2025.
Other components of equity include:
• Translation reserve - comprises foreign currency translation differences arising from the translation of financial statements
of the Group‘s foreign subsidiaries into New Zealand dollars.
• Hedging reserve - the hedging reserve is used to record gains or losses on instruments used as cash flow hedges. The
amounts are recognised in profit and loss when the hedged transaction affects profit and loss.
• Retained earnings - includes all current and prior period retained profits and losses and share-based employee
remuneration.
EROAD FINANCIAL STATEMENTS 2026
46 47
NOTE 16 SHARE-BASED PAYMENTS
At 31 March 2026, the Group had the following share-based payment arrangements.
FY20 Long term incentive grant
Under the FY20 long term Incentive (LTI) Grant, 56,949 performance share rights (PSRs) were forfeited during the prior year,
with no PSR's outstanding as at 31 March 2026. PSRs did not entitle the holder to receive dividends or other distributions, or vote
in respect of EROAD Limited ordinary shares, although under the terms of the plan an additional number of shares will be issued
on conversion of fully vested PSRs to reflect dividends paid to EROAD Limited shares prior to exercise. On becoming exercisable,
each PSR entitles the holder to one fully paid ordinary EROAD Limited share, subject to adjustment in accordance with the plan
rules and the performance hurdles, ranking equally with all other EROAD Limited ordinary shares. For the FY20 LTI plan, the
award was linked to growth in EROAD’s total contracted units (TCUs) between 1 April 2019 and 31 March 2022. The Board retained
discretion over the final outcome of PSR payments, to allow appropriate adjustments where unanticipated circumstances may
have impacted performance over the measurement period.
FY23 Share retention grant #1
Under the FY23 Share Retention Grant #1, 403,691 performance share rights (PSRs) were granted (for nil consideration) to
participants which convert to shares (for nil consideration) if targets were met. PSRs did not entitle the holder to receive dividends
or other distributions, or vote in respect of EROAD Limited ordinary shares. On becoming exercisable, each PSR entitles the
holder to one fully paid ordinary EROAD Limited ordinary share, subject to adjustment in accordance with the plan rules and the
performance hurdles, ranking equally with all other EROAD Limited ordinary shares.
The FY23 Share Retention Plan had a vesting date of 30 May 2024 and ultimately vested on 11 June 2024. 195,835 PSRs vested
and were settled in the prior period, with the remaining balance having lapsed due to performance criteria not being met or
surrendered to meet tax obligations.
FY24 Share retention grant #1
Under the FY24 Share Retention Grant, 661,386 performance share rights (PSRs) were granted (for nil consideration) to a
participant which convert to shares (for nil consideration) if targets were met. PSRs did not entitle the holder to receive dividends
or other distributions, or vote in respect of EROAD Limited ordinary shares. On becoming exercisable, each PSR entitled
the holder to one fully paid ordinary EROAD Limited share, subject to adjustment in accordance with the plan rules and the
performance hurdles, ranking equally with all other EROAD Limited ordinary shares.
The FY24 Share Retention Grant #1 had three vesting dates aligned to performance hurdles. 109,388 PSRs vested and were settled
in the prior period, with the remaining balance having lapsed due to performance criteria not being met or surrendered to meet
tax obligations.
FY24 Long term incentive grant #1
Under the FY24 Long Term Incentive (LTI) Grant #1, entitlements equating to $3.5m have been offered to participants subject to
performance hurdles being met. Participants may be paid in cash or shares. Under the FY24 grant, life to date we have granted
3,504,158 performance share rights (PSRs) for nil consideration. PSRs do not entitle the holder to receive dividends or other
distributions, or vote in respect of EROAD Limited ordinary shares. On becoming exercisable, each PSR entitles the holder to one
fully paid ordinary EROAD Limited share, subject to adjustment in accordance with the plan rules and the performance hurdles,
ranking equally with all other EROAD Limited ordinary shares.
The FY24 LTI Grant vests after determining financial results for 31 March 2026.
FY24 Long term incentive grant #2
Under the FY24 Long Term Incentive Grant #2, 278,437 performance share rights (PSRs) were granted (for nil consideration) to a
participant which convert to shares (for nil consideration) if targets were met. PSRs did not entitle the holder to receive dividends
or other distributions, or vote in respect of EROAD Limited ordinary shares. On becoming exercisable, each PSR entitles the holder
to one fully paid ordinary EROAD Limited share, subject to adjustment in accordance with the plan rules and the performance
hurdles, ranking equally with all other EROAD Limited ordinary shares.
The FY24 LTI Grant vested on 24 June 2024, with all PSRs vesting and being settled in the prior period.
FY25 Long term incentive grant
Under the FY25 Long Term Incentive (LTI) Grant #1, entitlements equating to $5.0m have been offered to participants subject
to performance hurdles being met. Participants may be paid in cash or shares. Under the FY25 grant, life to date we have issued
6,523,286 performance share rights (PSRs) for nil consideration. PSRs do not entitle the holder to receive dividends or other
distributions, or vote in respect of EROAD Limited ordinary shares. On becoming exercisable, each PSR entitles the holder to one
fully paid ordinary EROAD Limited share, subject to adjustment in accordance with the plan rules and the performance hurdles,
ranking equally with all other EROAD Limited ordinary shares.
The FY25 LTI Grant vests after determining financial results for 31 March 2027.
NOTE 16 SHARE-BASED PAYMENTS (CONTINUED)
EROAD FINANCIAL STATEMENTS 2026
48 49
NOTE 16 SHARE-BASED PAYMENTS (CONTINUED)NOTE 16 SHARE-BASED PAYMENTS (CONTINUED)
FY26 Long Term incentive grant
Under the FY26 Long Term Incentive (LTI) Grant entitlements equating to $4.9m have been offered to participants subject to
performance hurdles being met. Participants may be paid in cash or shares. Under the FY26 grant, life to date we have granted
4,948,561 performance share rights (PSRs) for nil consideration. PSRs do not entitle the holder to receive dividends or other
distributions, or vote in respect of EROAD Limited ordinary shares. On becoming exercisable, each PSR entitles the holder to
one fully paid ordinary EROAD Limited share, subject to adjustment in accordance with the plan rules and the performance
hurdles, ranking equally with all other EROAD Limited ordinary shares.
The FY26 LTI Grant vests after determining financial results for 31 March 2028.
FY26 Share retention grant #1
Under the FY26 Share Retention Grant, 120,976 performance share rights (PSRs) were granted (for nil consideration) to a
participant which convert to shares (for nil consideration) if targets are met. PSRs do not entitle the holder to receive dividends
or other distributions, or vote in respect of EROAD Limited ordinary shares. On becoming exercisable, each PSR entitles the
holder to one fully paid ordinary EROAD Limited share, subject to adjustment in accordance with the plan rules, ranking equally
with all other EROAD Limited ordinary shares.
The FY26 Share Retention Grant #1 vesting date is the 1 April 2026 being six months of service from employee's start date.
FY25 Share retention grant #1
Under the FY25 Share Retention Grant, 457,253 performance share rights (PSRs) were issued (for nil consideration) to a
participant which convert to shares (for nil consideration) if targets are met. PSRs do not entitle the holder to receive dividends
or other distributions, or vote in respect of EROAD Limited ordinary shares. On becoming exercisable, each PSR entitles the
holder to one fully paid ordinary EROAD Limited share, subject to adjustment in accordance with the plan rules, ranking equally
with all other EROAD Limited ordinary shares.
The FY25 Share Retention Grant #1 vested on 5 March 2025, being one year of service from the employee’s start date, 251,686
PSRs vested and were settled in the prior period, with the remaining balance having lapsed due to performance criteria not
being met or surrendered to meet tax obligations.
FY25 Share retention grant #2
Under the FY25 Share Retention Grant, 97,087 performance share rights (PSRs) were issued (for nil consideration) to a
participant which convert to shares (for nil consideration) if targets are met. PSRs do not entitle the holder to receive dividends
or other distributions, or vote in respect of EROAD Limited ordinary shares. On becoming exercisable, each PSR entitles the
holder to one fully paid ordinary EROAD Limited share, subject to adjustment in accordance with the plan rules, ranking equally
with all other EROAD Limited ordinary shares.
The FY25 Share Retention Grant #2 Grant vested on 18 June 2025 being one year of service from employee's start date.
Grant date/employees entitledPerformance share rights grantedVesting conditions
Jul 23May 24Jun 24Jul 24Oct 24Nov 24Jan 26Jun 25 Dec 25
Performance share rights granted to key management personnel
FY24 Long Term Incentive Grant #12,060,941-----
• 3 years service from grant date and based on performance and financial
results for all 3 years to 31 March 2026
FY24 Share Retention Grant #1661,386-----
• 1.25 years service from grant date and based on individual performance
FY24 Long Term Incentive Grant #2278,437-----
• Based on financial results for 31 March 2025
FY25 Long Term Incentive Grant--4,262,141---
• 3 years service from grant date and based on performance and financial
results for all 3 years to 31 March 2027
FY25 Share retention Grant #1-4 57, 2 5 3----
• 1 year service from grant date
FY25 Share retention Grant #2---97, 0 8 7-
• 1 year service from grant date
FY26 Share retention Grant #1120,976
• 6 month service from employment date
FY26 Long Term Incentive Grant1,773,289105,950
• 3 years service from grant date and based on performance and financial
results for all 3 years to 31 March 2028
Performance Shares Rights granted to other employees
FY24 Long Term Incentive Grant #11,443,218-----
• 3 years service from grant date and based on performance and financial
results for all 3 years to 31 March 2026
FY25 Long Term Incentive Grant--1,588,486441,371-231,288
• 3 years service from grant date and based on performance and financial
results for all 3 years to 31 March 2027
FY26 Long Term Incentive Grant3,069,323
• 3 years service from grant date and based on performance and financial
results for all 3 years to 31 March 2028
4,443,981457,2535,850,627441,3719 7, 0 8 7231,288120,9764,842,612105,950
The number of shares granted and forfeited during the period were as follows:
EROAD FINANCIAL STATEMENTS 2026
50 51
FY20 Long term incentive grant
20262025
Outstanding at 1 April-56,949
Granted during the period--
Forfeited during the period-(56,949)
Surrendered during the period--
Vested during the period--
Outstanding at 31 March--
FY23 Share retention grant #1
20262025
Outstanding at 1 April-323,772
Granted during the period--
Forfeited during the period-(14,344)
Surrendered during the period-(113,593)
Vested during the period-(195,835)
Outstanding at 31 March--
FY24 Long term incentive grant #1
20262025
Outstanding at 1 April1,917,4263,187,079
Granted during the period--
Forfeited during the period(79,218)(1,269,653)
Surrendered during the period(55,838)-
Vested during the period(185,142)-
Outstanding at 31 March1,597,2281,917,426
The prior period has been amended to reflect PSRs granted, not issued.
FY24 Long term incentive grant #2
20262025
Outstanding at 1 April-278,437
Granted during the period--
Forfeited during the period--
Surrendered during the period--
Vested during the period-(278,437)
Outstanding at 31 March--
NOTE 16 SHARE-BASED PAYMENTS (CONTINUED)
FY24 Share retention grant #1
20262025
Outstanding at 1 April-222,447
Granted during the period--
Forfeited during the period--
Surrendered during the period-(113,059)
Vested during the period-(109,388)
Outstanding at 31 March--
FY25 Long term incentive grant
20262025
Outstanding at 1 April5,098,121-
Granted during the period-6,523,286
Forfeited during the period(1,589,075)(1,425,165)
Surrendered during the period(151,931)-
Vested during the period(280,281)-
Outstanding at 31 March3,076,8345,098,121
FY25 Share retention grant #1
20262025
Outstanding at 1 April--
Granted during the period-4 57, 2 5 3
Forfeited during the period--
Surrendered during the period-(205,567)
Vested during the period-(251,686)
Outstanding at 31 March--
FY25 Share retention grant #2
20262025
Outstanding at 1 April97, 0 8 7-
Granted during the period-97, 0 8 7
Forfeited during the period--
Surrendered during the period(37,864)-
Vested during the period(59,223)-
Outstanding at 31 March-9 7, 0 8 7
EROAD FINANCIAL STATEMENTS 2026
52 53
FY26 Long term incentive grant
20262025
Outstanding at 1 April--
Granted during the period4,948,561-
Forfeited during the period(1,725,116)-
Surrendered during the period(9,513)-
Vested during the period(31,539)-
Outstanding at 31 March3,182,393-
FY26 Share retention grant #1
20262025
Outstanding at 1 April--
Granted during the period120,976-
Forfeited during the period--
Surrendered during the period--
Vested during the period--
Outstanding at 31 March120,976-
During the year-ended 31 March 2026 an amount of $2.6M (2025: $1.7M) was recognised as an expense within the statement of
comprehensive income in relation to share-based payments for all share plans.
As at 31 March 2026, an amount of $4.4M (2025: $2.7M) is included in share based payments reserve equity.
NOTE 16 SHARE-BASED PAYMENTS (CONTINUED)
FINANCIAL RISK MANAGEMENT
This section outlines the key risk management activities undertaken to manage the Group’s exposure to financial risk.
This section includes the following notes:
NOTE 17 FINANCIAL RISK MANAGEMENT
NOTE 18 HEDGE ACCOUNTING
NOTE 19 FAIR VALUE MEASUREMENT
EROAD FINANCIAL STATEMENTS 2026
54 55
NOTE 17 FINANCIAL RISK MANAGEMENT
As a result of the Group’s operations and sources of finance, it is exposed to credit risk, liquidity risk and market risks which
include foreign currency risk, commodity price risk and interest rate risk. These risks are described below. The principles under
which these risks are managed are set out in policy documents approved by the Board. The policy documents identify the risks
and set out the Group’s objectives, policies and processes to measure, manage and report the risks. The policies are reviewed
periodically to reflect changes in financial markets and the Group’s businesses.
Categories of financial instruments
Financial assets
All financial assets of the Group are classified at amortised cost except for hedging instruments that are recognised at fair value.
Financial liabilities
All financial liabilities of the Group are classified at amortised cost except for hedging instruments that are recognised at fair value.
The Group holds the following financial assets and liabilities, the table below shows their carrying amount and measurement basis.
20262025
Amortised
cost
FVTPLFair Value
hedging
instruments
Amortised
cost
FVTPLFair Value
hedging
instruments
$M’s$M’s$M’s$M’s$M’s$M’s
Financial assets
Cash and cash equivalents10.1--13.8--
Restricted bank account29.5--26.1--
Trade receivables32.5--32.0--
Derivative financial assets--0.2--0.4
72.1-0.271.9-0.4
Financial liabilities
Borrowings26.1--25.6--
Lease liabilities6.0--5.6--
Trade and other payables6.0--4.6--
Payables to transport agencies29.5--26.1--
Derivative financial liability--0.6--1.4
6 7. 6-0.662.0-1.4
As at 31 March 2026 the derivative financial assets total $0.2M (comprising $0.1M in current assets and $0.1M in non-current
assets), and derivative financial liabilities total $0.6M (comprising $0.5M in current liabilities and $0.1M in non-current liabilities).
As at 31 March 2025 the derivative financial assets total $0.4M (comprising $0.1M in current assets and $0.3M in non-current
assets) and derivative financial liabilities total $1.4M (comprising $0.6M in current liabilities and $0.8M in non-current liabilities).
(a) Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its
contractual obligations, and it arises principally from the Group’s trade receivables from customers in the normal course of
business and bank balances. The Group manages its exposure to credit risk.
The Group‘s cash balances are held with a number of banks with the level of exposure to credit risk considered minimal with
low levels of cash held. Trade receivables balances are monitored on an ongoing basis. The Group‘s exposure to credit risk for
trade receivables is influenced mainly by the individual characteristics of each customer. The creditworthiness of a customer
or counterparty is determined by a number of qualitative and quantitative factors. Qualitative factors include external credit
ratings (where available), payment history and strategic importance of customer or counterparty. Quantitative factors include
transaction size, net assets of customer or counterparty, and ratio analysis on liquidity, cash flow and profitability. It is the
Group’s policy that all customers who wish to trade on terms are subject to credit verification on an ongoing basis with the
intention of minimising bad debts. The nature of the Group’s trade receivables is represented by regular turnover of product
and billing of customers based on the Group’s contractual payment terms. In North America, the Group requires that customers
under a certain fleet size to purchase the hardware with an upfront payment regardless of credit verification.
The carrying amount of the Group’s financial assets represents the maximum credit exposure as summarised below.
The aging of the Group’s Trade receivables at the reporting date was as follows:
20262025
GrossAllowance for
doubtful debts
GrossAllowance for
doubtful debts
$M’s$M’s$M’s$M’s
Not past due8.40.17. 40.2
Past due 1-30 days7. 00.47. 90.5
Past due 31-60 days2.80.24.80.3
Past due over 61 days14.36.711.95.9
32.57. 432.06.9
b) Market risk
Market risk is the risk that changes in market prices, such as commodity prices, foreign exchange rates and interest rates, will
affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to
manage and control market risk exposures within acceptable parameters, while optimising the return on risk.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in
market interest rates.
Changes in interest rates expose the Group to changes in the fair value of borrowings subject to fixed interest rates (fair value
risk), and changes in future interest payments on borrowings subject to floating interest rates (cash flow risk).
The Group is exposed to movements in interest rates on its interest-bearing borrowings.
The Group enters into interest rate swap agreements in order to provide an effective cash flow hedge against the variability in
floating interest rates. See note 18 for details of interest rate swap agreements.
To comply with the Group’s risk management policy, the hedge ratio is based on the interest rate swap notional amount to
hedge the same notional amount of bank loans. This results in a hedge ratio of 1:1. This is the same as used for actual risk
management purposes, and such a ratio is appropriate for the purposes of hedge accounting as it does not result in an
imbalance that would create hedge ineffectiveness.
In these hedge relationships the main sources of ineffectiveness are:
• a significant change in the credit risk of either party to the hedging relationship;
• where the hedge instrument has been transacted on a date different to the rate set date of the bank loan, interest rates
could differ; and
• differences in repricing dates between the swaps and the borrowings.
Other than these sources, due to the alignment of the hedged risk in the hedged item and hedged instrument, hedge
ineffectiveness is not expected to arise.
NOTE 17 FINANCIAL RISK MANAGEMENT (CONTINUED)
EROAD FINANCIAL STATEMENTS 2026
56 57
NOTE 17 FINANCIAL RISK MANAGEMENT (CONTINUED)
Foreign exchange risk
Foreign exchange risk is the risk that the value of the Group‘s assets, liabilities and financial performance will fluctuate due
to changes in foreign currency rates. The Group is exposed to currency risk on sales transactions that are denominated in a
currency other than the respective functional currencies of Group entities, primarily the US Dollar (USD) and Australian Dollar
(AUD). The Group is also exposed to currency risk on expense transactions that are denominated in a currency other than
the respective functional currencies of Group entities, primarily the US Dollar (USD), Australian Dollar and Euro (EUR). The
Group may, on occasion, enter into forward exchange contracts and foreign currency options to hedge the exposure to foreign
currency fluctuations on sales receipts and inventory purchases.
The Group reports in New Zealand dollars. Movements in foreign currency exchange rates affect reported financial results,
financial position and cash flows. Where practical, the Group attempts to reduce this risk by matching revenues and
expenditures, as well as assets and liabilities, by country and by currency. Refer to note 18 for details on foreign currency option
agreements.
Foreign exchange rates applied against the New Zealand Dollar, at 31 March are as follows:
20262025
AUD 0.830.91
USD 0.570.57
PHP34.65-
The Group’s exposure to foreign currency risk at the reporting date was as follows (all amounts are denominated in New
Zealand dollars):
20262025
AUDUSDPHPAUDUSD
$M’s$M’s$M’s$M’s$M’s
Cash and cash equivalents0.73.733.00.31.4
Trade receivables3.97. 9-5.07. 7
Lease liabilities-(1.3)(7.7)-(1.6)
NOTE 17 FINANCIAL RISK MANAGEMENT (CONTINUED)
Summarised sensitivity analysis
The following table summarises the sensitivity of the Group’s financial assets and financial liabilities to interest rate and foreign
currency risk.
Foreign Currency RiskInterest Risk
-10%+10%-100BPS+100BPS
ProfitEquityProfitEquityProfitEquityProfitEquity
$M’s$M’s$M’s$M’s$M’s$M’s$M’s$M’s
2026
Cash and cash equivalents(0.3)(0.3)0.30.3(0.1)(0.1)0.10.1
Trade receivables(0.8)(0.8)0.80.8----
Lease liabilities0.10.1(0.1)(0.1)(0.1)(0.1)0.10.1
Interest rate swap-----(0.1)-0.1
Total (decrease) / increase(1.0)(1.0)1.01.0(0.2)(0.3)0.20.3
-10%+10%-100BPS+100BPS
ProfitEquityProfitEquityProfitEquityProfitEquity
$M’s$M’s$M’s$M’s$M’s$M’s$M’s$M’s
2025
Cash and cash equivalents(0.1)(0.1)0.10.1(0.1)(0.1)0.10.1
Trade receivables(0.9)(0.9)0.90.9----
Lease liabilities0.10.1(0.1)(0.1)(0.1)(0.1)0.10.1
Interest rate swap-----(0.2)-(0.1)
Total (decrease) / increase(0.9)(0.9)0.90.9(0.2)(0.4)0.20.1
(c) Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as and when they become due and
payable. The Group’s approach to managing liquidity risk is to ensure, as far as possible, that it will always have sufficient
liquidity to meet its liabilities when they become due and payable, under both normal and stressed conditions, without
incurring unacceptable losses or risking damage to the Group’s reputation.
The Group ensures that it has sufficient cash on demand to meet expected operational expenses for a period of 90 days,
including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot
reasonably be predicted, such as natural disasters.
The following table details the Group‘s contractual maturities of financial liabilities, including estimated interest payments and
excluding the impact of netting agreements, as at the reporting date. Refer to Note 13 for the maturity profile of the Group‘s
borrowings. Also refer to note 12 for the maturity profile of Group‘s Leases.
EROAD FINANCIAL STATEMENTS 2026
58 59
1 year
or less
1 to 5
years
Over
5 years
Total
contractual
cash flows
Carrying
amount of
liabilities
Notes$M's$M’s$M’s$M’s$M’s
2026
Non-derivative financial liabilities
Borrowings137. 222.4-29.626.1
Trade and other payables96.0--6.06.0
Payable to transport agencies729.5--29.529.5
42.722.4-65.161.6
Derivative financial liabilities
Foreign currency options0.40.1-0.50.5
Interest rate swaps0.1--0.10.1
Total financial liabilities and
derivatives
0.50.1-0.60.6
1 year
or less
1 to 5
years
Over
5 years
Total
contractual
cash flows
Carrying
amount of
liabilities
Notes$M's$M’s$M’s$M’s$M’s
2025
Non-derivative financial liabilities
Borrowings137.121.9-29.025.6
Trade and other payables94.6--4.64.6
Payable to transport agencies726.1--26.126.1
3 7. 821.9-59.756.3
Derivative financial liabilities
Foreign currency options0.60.71.31.3
Interest rate swaps-0.1-0.10.1
0.60.8-1.41.4
NOTE 17 FINANCIAL RISK MANAGEMENT (CONTINUED)NOTE 18 HEDGE ACCOUNTING
Derivatives are measured at fair value.
Interest rate swaps
The Group uses interest rate swaps to manage its risk associated with interest rate fluctuations. Interest rate swaps are initially
recognised at fair value on the date a contract is entered into and are subsequently measured at fair value on each reporting
date. The fair values of the interest rate swaps are determined based on cash flows discounted to present value using current
market interest rates.
Cash flow hedges
The Group has entered into interest rate swaps to manage its interest rate risk in relation to its floating rate debt. These interest
rate swaps qualify for cash flow hedge accounting. When interest rate swaps meet the criteria for cash flow hedge accounting,
the effective portion of the gain or loss on the hedging instrument is recognised in other comprehensive income, while the
ineffective portion is recognised in the income statement. Amounts taken to reserves are recognised as a reclassification
adjustment to profit or loss when the forecast transaction occurs. When interest rate swaps do not meet the criteria for cash
flow hedge accounting, all movements in fair value of the hedging instrument are recognised in the income statement.
Under the interest rate swap agreements that qualify for cash flow hedge accounting, the Group has a right to receive interest
at variable rates and to pay interest at fixed rates for its New Zealand dollar denominated loans.
At 31 March 2026, the Group had interest rate swap agreements in place with a total notional principal amount of $10.0M (31
March 2025: $10.0M). The Group applies a hedge ratio of 1:1. These agreements effectively change the Group’s interest exposure
on the principal covered by the interest rate swaps from a floating rate to fixed rates.
The fair value of these agreements at 31 March 2026 is a $0.1M liability (31 March 2025: $0.1M liability). Of this, a liability of $0.1M
is estimated to be current (31 March 2025: nil). The agreements cover notional amounts for terms of up to 1 year.
The notional principal amounts and the period of expiry of the cash flow hedge interest rate swap contracts are as follows:
Nominal
amount of
the hedging
instrument
Carrying amount
- derivative
assets/
(liabilities)
Change in
value used for
calculating hedge
ineffectiveness
Hedging (gain) or
loss recognised
in other
comprehensive
income
Hedging
(gain) or loss
recognised
in income
statement
$M's$M’s$M’s$M’s$M’s
2026 Cash flow hedging
Maturity: 12 months10.0(0.1)---
2025 Cash flow hedging
Maturity: 12 months10.0(0.1)---
There was no hedge ineffectiveness recognised in profit or loss during the year (31 March 2025: nil).
Foreign currency options
The Group uses forward exchange contracts and foreign currency options to manage its risk associated with exchange rate
fluctuations. These are initially recognised at fair value on the date a contract is entered into and are subsequently measured at
fair value on each reporting date. The fair values of the forward exchange contracts and foreign currency options is determined
using quoted forward exchange rates at the reporting date and present value calculations.
Cash flow hedges
The Group has entered into foreign currency collar options to manage its foreign currency risk in relation to its overseas
subsidiaries profits. These foreign currency collar options qualify for cash flow hedge accounting. When foreign currency collar
options meet the criteria for cash flow hedge accounting, the effective portion of the gain or loss on the hedging instrument
is recognised in other comprehensive income, while the ineffective portion is recognised in the income statement. Amounts
taken to reserves are transferred out of reserves and included in the measurement of the hedged transaction when the
forecast transaction occurs. When foreign currency collar options do not meet the criteria for cash flow hedge accounting, all
movements in fair value of the hedging instrument are recognised in the income statement.
EROAD FINANCIAL STATEMENTS 2026
60 61
NOTE 18 HEDGE ACCOUNTING (CONTINUED)
Under the foreign currency collar option agreements that qualify for cash flow hedge accounting, the Group has a right to buy
at a cap and sell at a floor on the same notional amount of USD with the same expiration date.
At 31 March 2026, the Group had foreign currency collar option agreements in place with a total notional principal amount of
$9.0M USD (31 March 2025: $16.9M USD). The Group applies a hedge ratio of 1:1. These foreign currency collar options limit the
Group’s exposure to foreign currency exposure within a certain range.
The fair value of these agreements at 31 March 2026 is a $0.4M net liability, comprised of $0.6M of swap liabilities and $0.2M
of swap assets (31 March 2025: $0.9M net liability, comprised of $1.3M of swap liabilities and $0.4M of swap assets). Of this, a
liability of $0.5M is current (31 March 2025: $0.6M). The agreements cover notional amounts for terms of up to 1 year.
The notional principal amounts and the period of expiry of the cash flow hedge foreign currency collar option contracts are as
follows:
Maturity
(months)
Weighted
average rate
Nominal amount
of the hedging
instrument
Derivative assets
Derivative
liabilities
$M’s USD$M’s$M’s
2026 Cash flow hedging
NZD:USD foreign currency collar options1-220.59479.00.2(0.6)
As at 31 March 2026 the derivative financial assets total $0.2M (comprising $0.1M in current assets and $0.1M in non-current
assets), and derivative financial liabilities total $0.6M
(comprising $0.5M in current liabilities and $0.1M in non-current liabilities).
Maturity
(months)
Weighted
average rate
Nominal amount
of the hedging
instrument
Derivative assets
Derivative
liabilities
$M’s USD$M’s$M’s
2025 Cash flow hedging
NZD:USD foreign currency collar options1-340.597016.90.4(1.3)
As at 31 March 2025 the derivative financial assets total $0.4M (comprising $0.1M in current assets and $0.3M in non-current
assets), and derivative financial liabilities total $1.3M (comprising $0.6M in current liabilities and $0.7M in non-current
liabilities).
NOTE 19 FAIR VALUE MEASUREMENT
The carrying amounts of the Groups financial assets and liabilities approximate their fair value due to their short maturity
periods or variable rate nature, with the exception of interest rate and foreign exchange derivatives. All of the Group‘s
derivatives are in designated hedge relationships and are measured and recognised at fair value. Refer to the Note 18 Hedge
accounting for detail on how fair value is determined for the Group‘s derivatives.
Capital management
The Group’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain
future development of the business. The Board monitors the return on capital employed, which the Group defines as reported
EBIT (Earnings Before Interest and Tax) divided by capital employed.
OTHER
This section contains additional notes and disclosures that aid in understanding the Group’s position and performance but do not
form part of the primary sections. This section includes the following notes:
NOTE 20 INCOME TAX EXPENSE
NOTE 21 DEFERRED TAX ASSETS AND LIABILITIES
NOTE 22 RELATED PARTY TRANSACTIONS
NOTE 23 CAPITAL COMMITMENTS
NOTE 24 CONTINGENT LIABILITIES
NOTE 25 NET TANGIBLE ASSETS PER SHARE
NOTE 26 EVENTS SUBSEQUENT TO BALANCE DATE
EROAD FINANCIAL STATEMENTS 2026
62 63
NOTE 20 INCOME TAX EXPENSE
20262025
$M’s$M’s
(a) Reconciliation of effective tax rate
Profit / (loss) before income tax(161.0)0.2
Income tax using the Company's domestic tax rate of 28% (45.1)0.1
Non-deductible expense/(non-assessable income)29.1(0.2)
Adjustment related to prior period1.2(0.6)
Utilisation of tax losses previously unrecognised(0.9)(0.9)
Current-year losses for which no deferred tax asset is recognised1.90.4
Effect of different tax rates of subsidiaries operating overseas2.2-
Derecognition of prior year losses11.7-
Income tax benefit0.1(1.2)
(b) Current tax expense
Current year1.72.8
Adjustment related to prior period1.1(1.4)
2.81.4
(c) Deferred tax expense
Current year(2.8)(3.4)
Adjustment related to prior period0.10.8
(2.7)(2.6)
Income tax expense/(benefit)0.1(1.2)
At 31 March 2026 there were no imputation credits available to shareholders (2025: Nil). There were also no Australian franking
credits available to shareholders at 31 March 2026 (2025: Nil).
Income tax expense comprises current and deferred tax. Current tax and deferred tax is recognised in profit or loss except to the
extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the period, using tax rates enacted or
substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous periods. Current tax payable
also includes any tax liability arising from the declaration of dividends.
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates that are expected to be
applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the
reporting date.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they
relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to
settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.
A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is
probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each
reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
NOTE 21 DEFERRED TAX ASSETS AND LIABILITIES
20262025
$M’s$M’s
Recognised deferred tax assets/(liabilities)
Net Deferred tax assets are attributable to the following:
Tax loss carry forward14.423.7
Derivative financial assets / (liabilities)0.10.3
Property, plant and equipment (6.3)(4.4)
Intangibles(13.9)(26.6)
Provisions, accruals and other liabilities1.21.6
Equity-settled share-based payments1.50.9
Trade and other receivables including contract assets11.110.1
Lease Liability1.51.4
Net deferred tax asset9.67. 0
The movement in temporary differences has been recognised in profit or loss. Deferred tax assets have been recognised at rates
between 26% to 30% to reflect the tax rates applicable for our foreign subsidiaries.
At 31 March 2026 the total deferred tax balance was $9.6M (31 March 2025: $7.0M). This balance comprises a deferred tax asset of
$16.5M and deferred tax liabilities of $6.9M
(31 March 2025: deferred tax asset of $18.0M and deferred tax liabilities of $11.0M).
Movement in temporary differences during the year:
Movements - Consolidated
Balance
2025
Recognised
in Profit or
Loss
Under/
(Over)
from prior
periods
Currency
Translations
Effective
tax rate
change
Balance
2026
$M's$M's$M's$M’s$M’s$M's
Tax loss carry forward23.7(10.0)0.7--14.4
Derivative financial assets / (liabilities)0.3(0.2)---0.1
Property, plant and equipment(4.4)(1.9)---(6.3)
Intangibles(26.6)11.41.4(0.1)-(13.9)
Provision, accruals and other liabilities1.60.5(0.9)--1.2
Equity-settled share-based payments0.90.6---1.5
Trade and other receivables including
contracts assets
10.12.3(1.3)--11.1
Lease liability1.40.1---1.5
Net deferred tax (liability) / asset7. 02.8(0.1)(0.1)-9.6
EROAD FINANCIAL STATEMENTS 2026
64 65
NOTE 21 DEFERRED TAX ASSETS AND LIABILITIES (CONTINUED)
Movements - Consolidated
Balance
2024
Recognised in
Profit or Loss
Under/(Over)
from prior
periods
Currency
Translations
Effective tax
rate change
Balance
2025
$M's$M's$M's$M’s$M’s$M's
Tax loss carry forward23.30.7(0.3)--23.7
Derivative financial assets /
(liabilities)
-0.3---0.3
Property, plant and equipment(5.9)1.00.6(0.1)-(4.4)
Intangibles(26.3)0.20.1(0.6)-(26.6)
Provision, accruals and other
liabilities
2.2(0.2)(0.4)--1.6
Equity-settled share-based
payments
1.30.4(0.8)--0.9
Trade and other receivables
including contracts assets
8.41.6-0.1-10.1
Lease liability1.6(0.3)-0.1-1.4
Net deferred tax (liability) /
asset
4.63.7(0.8)(0.5)-7. 0
As at 31 March 2026 the Group has tax losses of $108.5M (2025: $84.4M) that are available indefinitely for offsetting against future
taxable profits of the entity in which they arose, subject to meeting the relevant tax rules. $57.3M (2025: $13.0M) of tax losses are
unrecognised due to lack of certainty of recovery. This includes losses incurred in recent years by Coretex New Zealand as a result
of a large investment creating the North American market. Coretex New Zealand tax losses of $41.9M (tax effected: $11.7M) have
been derecognised during the year, as future taxable profits are no longer expected to support their utilisation.
The recognised deferred tax asset in respect of carried forward tax losses relates entirely to the New Zealand EROAD tax group,
comprising EROAD Limited, EROAD New Zealand Limited and EROAD Financial Services Limited. Losses incurred within this
group are transferred within the group.
A deferred tax asset has been recognised in respect of the tax losses carried forward on the basis that sufficient future taxable
profits are expected to be available for utilisation. Recognition of this deferred tax asset does not rely on the reversal of existing
taxable temporary differences alone, but is supported by forecast future taxable profits generated by the New Zealand EROAD
tax group. The Group expects these losses to be substantially utilised within 3 years.
Determining the extent to which losses will be utilised requires judgement. The Group has forecast expected utilisation of tax
losses taking into account Group‘s tax planning strategy. Key assumptions included total revenue and expense forecasts in line
with Group budget and three-year forecast supported by a robust strategic and business planning process.
NOTE 22 RELATED PARTY TRANSACTIONS
The subsidiaries of the Company are:
Company
Country of IncorporationPrincipal activityOwnership interest
20262025
EROAD Financial Services LtdNew ZealandFinancing activities within group100%100%
EROAD LTI Trustee LimitedNew ZealandLTI Scheme Trustee100%100%
EROAD (Australia) Pty LimitedAustraliaTransport Technology & SaaS100%100%
EROAD IncUnited States of AmericaTransport Technology & SaaS100%100%
Coretex NZ LimitedNew ZealandTransport Technology & SaaS100%100%
Coretex Australia Pty LimitedAustraliaTransport Technology & SaaS100%100%
Coretex USA IncUnited States of AmericaTransport Technology & SaaS100%100%
Coretex Telematics LimitedCanadaTransport Technology & SaaS100%100%
Coretex LimitedNew ZealandTransport Technology & SaaS100%100%
Imarda Pty LimitedAustraliaNot Trading100%100%
Imarda Asia Pte LimitedSingaporeNot Trading100%100%
International Telematics CorporationUnited States of AmericaNot Trading100%100%
International Telematics Holdings LimitedNew ZealandNot Trading100%100%
EROAD Philippines IncPhilippinesProvision of services100%100%
Other interests of the Company are:
Company
Country of IncorporationPrincipal activityOwnership interest
20262025
Beyond The Square Ventures LimitedNew ZealandNot Trading-50%
Key management personnel compensation comprised:
20262025
$M’s$M’s
Short-term employee benefits3.32.7
Share-based payments0.40.6
3.73.3
EROAD FINANCIAL STATEMENTS 2026
66 67
NOTE 22 RELATED PARTY TRANSACTIONS (CONTINUED)
(a) Loans to key management personnel
There have been no loans to management personnel.
(b) Other transactions with key management personnel
There were no other transactions with key management personnel during the period. From time to time, key management
personnel of the Group may purchase goods from the Group.
(c) Remuneration of Non-executive Directors
20262025
$M’s$M’s
Susan Paterson 0.150.15
Barry Einsig0.150.18
Sara Gifford 0.160.18
David Green0.130.11
Cameron Kinloch0.130.16
John Scott (Chair)-0.01
Selwyn Pellett (retired 13 November 2024)-0.06
0.720.85
No additional fees were paid to any Directors for consultancy work provided to the Company (2025: None paid).
(d) Remuneration of Executive Directors
20262025
$M’s$M’s
John Scott
Director fees0.14-
0.14-
Additional fees were paid to an executive director for consultancy work provided to the Company $0.2m (2025: None paid).
(e) Transactions with related parties
20262025
$M’s$M’s
Streamline Business NZ Limited-0.9
Kylie Jay-0.1
Swaytech Limited-0.1
Digital Matter Pty Limited0.10.1
0.11.2
The Group contracts with Swaytech Limited for marketing services, Streamline Business NZ Limited for outsourcing work, and
Digital Matter Pty Limited for inventory-related purchases. In the prior period, all of these entities were considered related parties
as they had a common director with EROAD. During the current period, Swaytech Limited and Streamline Business NZ Limited
ceased to be related parties following changes in directorship. Digital Matter Pty Limited continues to be a related party of the
Group in the current period. Kylie Jay provides strategic support on investor relations activities, including the development of
presentation materials and messaging to support investor engagement. Kylie Jay was a related party in the prior period but was
not considered a related party in the current period.
NOTE 23
CAPITAL COMMITMENTS
As at 31 March 2026 the Group had confirmed purchase orders open with its third party manufacturer of hardware units
amounting to $6.1M (2025: $11.3M).
NOTE 24 CONTINGENT LIABILITIES
As at 31 March 2026 the Company had no contingent liabilities or assets (2025: $Nil).
NOTE 25 NET TANGIBLE ASSETS PER SHARE
20262025
$M’s$M’s
Net assets (equity)172.3331.7
Less Intangibles(115.0)(265.6)
Total net tangible assets57. 366.1
Net tangible assets per share ($)0.300.35
The non-GAAP measure above is disclosed for consistency with the information disclosed in EROAD’s results announced under
the NZX listing rules.
NOTE 26 EVENTS SUBSEQUENT TO BALANCE DATE
There were no events occurring subsequent to balance date which require adjustment to or disclosure in the financial
statements.
EROAD FINANCIAL STATEMENTS 2026
68 69
© 2026 KPMG, a New Zealand Partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited,
a private English company limited by guarantee. All rights reserved.
Document classification: KPMG Public
Independent Auditor’s Report
To the shareholders of EROAD Limited
Report on the audit of the consolidated financial statements
Opinion
We have audited the accompanying consolidated
financial statements which comprise:
- the consolidated statement of financial position as
at 31 March 2026;
- the consolidated statements of comprehensive
income, changes in equity and cash flows for the
year then ended; and
- notes, including material accounting policy
information and other explanatory information.
In our opinion, the accompanying consolidated
financial statements of EROAD Limited (the
Company) and its subsidiaries (the Group) on pages
15 to 67 present fairly in all material respects:
- the Group’s financial position as at 31 March
2026 and its financial performance and cash
flows for the year ended on that date;
- In accordance with New Zealand
Equivalents to International Financial
Reporting Standards (NZ IFRS) issued by
the New Zealand Accounting Standards
Board and the International Financial
Reporting Standards issued by the
International Accounting Standards Board.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)). We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We are independent of EROAD Limited in accordance with Professional and Ethical Standard 1 International
Code of Ethics for Assurance Practitioners (Including International Independence Standards) (New Zealand)
issued by the New Zealand Auditing and Assurance Standards Board and the International Ethics Standards
Board for Accountants’ International Code of Ethics for Professional Accountants (including International
Independence Standards) (IESBA Code), as applicable to audits of financial statements of public interest
entities. We have also fulfilled our other ethical responsibilities in accordance with Professional and Ethical
Standards 1 and the IESBA Code.
Our responsibilities under ISAs (NZ) are further described in the Auditor’s responsibilities for the audit of the
consolidated financial statements section of our report.
Our firm has provided other services to the Group in relation to tax compliance, tax advisory and other assurance
services. Subject to certain restrictions, partners and employees of our firm may also deal with the Group on
normal terms within the ordinary course of trading activities of the business of the Group. These matters have not
impaired our independence as auditor of the Group. The firm has no other relationship with, or interest in, the
Group.
Materiality
The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the
nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually
and on the consolidated financial statements as a whole. The materiality for the consolidated financial statements
as a whole was set at $2 million determined with reference to a benchmark of the Group’s revenue. We chose
the benchmark because, in our view, this is a key measure of the Group’s performance.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the consolidated financial statements in the current period. We summarise below those matters and our key audit
procedures to address those matters in order that the shareholders as a body may better understand the process
by which we arrived at our audit opinion.
Our procedures were undertaken in the context of and solely for the purpose of our audit opinion on the
consolidated financial statements as a whole and we do not express discrete opinions on separate elements of
the consolidated financial statements.
The key audit matter How the matter was addressed in our audit
Impairment of non-current assets
Refer to Note 11 to the consolidated
financial statements.
Non-current assets are allocated to
three cash generating units (‘CGUs’)
representing the three core markets
the Group develops and markets its
products for (New Zealand, Australia
and North America). The carrying
value of each CGU to which goodwill is
allocated must be tested for
impairment annually.
The recoverable amounts of the
CGUs, which have been determined
based on their value in use, have been
derived from discounted cash flow
models. These models use several key
assumptions, including estimates of
future revenue growth rates, EBITDA
margin, and the weighted-average cost
of capital (discount rate) relevant to
each market.
At 30 September 2025, indicators of
impairment were noted for the North
America CGU and the Group
recognised an impairment loss of
$134.7m due to lower than expected
We assessed management’s impairment testing of non-current
assets by performing the following procedures:
-Identifying the level at which non-current assets shoul
d be
tested for impairment and assessing the appropriateness of
the CGUs determined by the Group;
-Enquiring of executive management to corroborate an
understanding of the Group’s products, markets and
strategic opportunities;
-Obtaining a value-in-use model for each CGU and
a
ssessing the methodology and key assumptions including:
oChallenging management’s future cash flow forecasts,
in particular forecast revenue growth and EBITDA
margin. This included comparing previous forecasts to
actual results to assess the reliability of historical
forecasting and obtaining other relevant supporting
documentation as evidence of the feasibility of t
he
forecasts;
oUsing our corporate finance specialists to challenge th
e
reasonableness of the discount and terminal growth
rates; and
oPerforming sensitivity analysis of the forecast revenue
growth rates, EBITDA margin and discount rates.
EROAD FINANCIAL STATEMENTS 2026
7170
The key audit matter How the matter was addressed in our audit
revenue growth rates. Goodwill
relating to this CGU was fully impaired.
As of 31 March 2026, further indicators
of impairment were noted in relation to
the North America CGU and the group
as a whole (the carrying amount of the
Group’s net assets as at 31 March
2026 of $172 million exceeded its
market capitalisation of $167 million).
The impairment testing of non-current
assets in respect of the Australia and
North America CGUs is considered to
be a key audit matter due to:
-the complexity of
the
accounting requirements in
respect of impairment testing;
and
-the significant judgement
required in determining t
he
assumptions used to estimate
the recoverable amount of
these CGUs.
-Evaluating the estimate of the recoverable amount of
the
Group as a whole, including all corporate costs and related
corporate assets.
We did not identify any matters that were materially inconsistent with
management’s overall conclusions.
Capitalisation of development costs and consideration of useful lives
Refer to Note 11 to the consolidated
financial statements.
The Group has reported development
assets of $74.9 million (2025: $107.6
million). The capitalisation of
development assets requires
significant judgement as to whether a
project meets the capitalisation criteria,
and which expenditure is directly
attributable to the development of such
projects.
In assessing whether a project meets
the capitalisation criteria the Group
considers its technical and economic
feasibility, intention and ability to
develop, use or sell the asset. In
assessing the costs to be capitalised,
the Group considers the roles of
employees and the nature of overhead
costs to assess whether they are
directly attributable to a qualifying
project.
We assessed the judgements related to capitalised expenditure by
performing the following procedures:
-Understanding the nature and background of the activities
that are capitalised through inquiry of executiv
e
management;
-Selecting a sample of projects and evaluating whether they
meet the capitalisation criteria;
-Challenging whether costs capitalised during the year were
directly attributable to development projects;
-Selecting a sample of timesheets and recalculating the
amount of internal costs capitalised based on the hours
which staff spent developing the asset;
-Evaluating whether projects in progress continue to me
et
the capitalisation criteria through inquiry of executive
m
anagement, with a focus on projects that remain
in
progress across multiple reporting dates, and assessing the
decisions made by management whether to retain the
project costs incurred to date in capital work-in-progress or
to expense them.
The key audit matter How the matter was addressed in our audit
Projects in progress are reviewed at
each reporting date and to the extent
they no longer meet the capitalisation
criteria, the amounts recognised to
date are expensed. Capitalised
development assets are reviewed at
each reporting date and to the extent
the asset is no longer expected to
generate future economic benefits, the
carrying value is impaired.
Due to the change in strategy in North
America, and ongoing reviews of the
group’s technology strategy in light of
the focus on opportunities in New
Zealand and Australia, we also noted
additional risks associated with the
useful lives of previously capitalised
development assets.
We focused on this area due to the
quantum of the development costs
capitalised and judgement involved in
both the capitalisation assessment and
the consideration of useful lives.
-We made specific inquiries in respect of both in-progress
projects and assets previously capitalised in respect of t
he
North America CGU in order to respond to the change in
strategy, we challenged the accounting treatment of t
he
impact of the change in strategy across these assets; and
-We benchmarked useful lives of development assets
in
comparison to a selection of NZX and ASX technology
businesses, and challenged management’s continued use
of previous useful lives in light of other changes in the
business. We evaluated the calculation of accelerated
amortisation as a result of the shortening of the useful lives
of previously capitalised development assets.
We did not identify any matters that were materially inconsistent with
management’s overall conclusions.
Revenue recognition
Refer to Note 2 to the consolidated
financial statements.
The Group’s contracts are accounted
for as a service contract under NZ
IFRS 15 Revenue from Contract with
Customers and the associated
revenues recognised over the contract
term.
We focused on this area because the
accounting determination of whether or
not the contract contains a lease is a
significant judgement and the outcome
has a significant impact on the
recognition of profit and loss and the
financial position.
The 3G switch-off in New Zealand
during the second half of FY26 has
resulted in an increase in the number
of contracts with customers where
there has been a change in the
hardware linked to the contract during
the period. There is an increased level
of risk associated with the accuracy of
We assessed the judgement in revenue recognition by performing
the following procedures:
-Obtaining the Group’s customer contracts and trading terms
and evaluating whether management’s revenue recognitio
n
assessment is appropriate and in accordance with relevant
financial reporting standards;
-Assessing whether the Group’s customer contract terms
and conditions meet the definition of service contracts to be
recognised over time;
-Understanding any changes or new contractual terms and
conditions entered into with customers during the period to
identify any potential impact on performance obligations
required to satisfy the contract; and
-Selecting a sample of customer contracts to compare the
revenue recognised to the underlying contractual terms.
We performed the following procedures in response to the increased
risk associated with the accuracy of revenue transactions:
-Evaluating the design & implementation of key controls over
customer billings and contract modifications including unit
changes and pricing updates;
EROAD FINANCIAL STATEMENTS 2026
72 73
The key audit matter How the matter was addressed in our audit
revenue transactions where there are
changes to key elements of the
service(s) being provided.
-Selecting a sample of revenue transactions and comparing
to customer contracts and EROAD operating system
records to assess whether the revenue was recognised in
accordance with the contract terms;
-Assessing unresolved billing matters at balance date and
billing adjustments processed subsequent to balance date,
and evaluating whether the risk of further billing adjustments
was appropriately addressed in the current year revenue;
-Performing revenue cut-off testing for a sample of customer
invoices prior to and after year end to evaluate whether
revenue is recognised in the correct period; and
-Challenging management’s assumptions used to determine
the recoverability of trade receivables balances.
We did not identify any matters that were materially inconsistent
with management’s overall conclusions.
Other information
The directors, on behalf of the Group, are responsible for the other information. The other information comprises
information included in the entity’s Annual Report, but does not include the financial statements and our auditor’s
report thereon.
Our opinion on the consolidated financial statements does not cover any other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements our responsibility is to read the other
information and in doing so, consider whether the other information is materially inconsistent with the
consolidated financial statements or our knowledge obtained in the audit or otherwise appears materially
misstated.
If, based on the work we have performed, we conclude there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report in this regard.
Use of this independent auditor’s report
This independent auditor’s report is made solely to the shareholders. Our audit work has been undertaken so
that we might state to the shareholders those matters we are required to state to them in the independent
auditor’s report and for no other purpose. To the fullest extent permitted by law, none of KPMG, any entities
directly or indirectly controlled by KPMG, or any of their respective members or employees, accept or assume
any responsibility and deny all liability to anyone other than the shareholders for our audit work, this independent
auditor’s report, or any of the opinions we have formed.
Responsibilities of directors for the consolidated financial
statements
The directors, on behalf of the Group, are responsible for:
— the preparation and fair presentation of the consolidated financial statements in accordance with NZ
IFRS issued by the New Zealand Accounting Standards Board and the International Financial Reporting
Standards issued by the International Accounting Standards Board;
— implementing the necessary internal control to enable the preparation of a consolidated set of financial
statements that is free from material misstatement, whether due to fraud or error; and
— assessing the ability of the Group to continue as a going concern. This includes disclosing, as
applicable, matters related to going concern and using the going concern basis of accounting unless
they either intend to liquidate or to cease operations or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the consolidated
financial statements
Our objective is:
— to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error; and
— to issue an independent auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance but it is not a guarantee that an audit conducted in
accordance with ISAs NZ will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis of the
consolidated financial statements.
A further description of our responsibilities for the audit of the consolidated financial statements is located at the
External Reporting Board (XRB) website at:
https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-report-1-1/
This description forms part of our independent auditor’s report.
The engagement partner on the audit resulting in this independent auditor’s report is Matthew Diprose.
For and on behalf of:
KPMG
Auckland
25 May 2026
GOVERNANCE
REPORT
EROAD GOVERNANCE REPORT 2026
74 75
EROAD’s Board of Directors (“Board”) and management
are committed to robust corporate governance to support
long-term value creation and maintain stakeholder
confidence.
FY26 was a year of significant transition. The Board refreshed
governance arrangements to strengthen accountability,
oversight and execution during leadership change and
strategic reset. Focus areas included enterprise risk and
financial oversight, management responsibilities, and closer
alignment of Committee structures, charters and reporting
rhythms were updated to support effective decision-making
and challenge, alongside continued emphasis on transparent
shareholder engagement.
This Corporate Governance Statement outlines EROAD’s
governance framework, key developments during
FY26, and how the Company applies the principles and
recommendations of the NZX Corporate Governance Code
for the financial year ended 31 March 2026.
The statement is prepared in accordance with the NZX
Corporate Governance Code dated March 2026 (“NZX
Code”). EROAD complied with all NZX Corporate
Governance Code recommendations for the financial
year ended 31 March 2026, except for the following
recommendations:
• Recommendation 2.9 provides that an issuer should have
an independent Chair. From 17 October 2025, the Board
appointed John Scott as Executive Chair, for a period of
no longer than 9 months. To support effective governance
and independent oversight while EROAD has an Executive
Chair, the Board has appointed a Lead Independent
Director, who also chairs the Finance, Risk and Audit
Committee. The Board considers these arrangements
appropriate in the circumstances.
• Recommendation 8.5 provides that an issuer should post
its notice of meeting to shareholders on its website at
least 20 working days’ before a meeting. The Notice of
Meeting for EROAD’s FY26 Annual Shareholders’ Meeting
was posted on its website 19 working days before the
meeting as a result of an administrative error in calculating
the number of working days. EROAD has since reviewed
and strengthened its internal processes to ensure timely
publication of meeting notices in compliance with
Recommendation 8.5 in future.
This statement addresses each recommendation of the
NZX Corporate Governance Code either directly within this
report or by cross-reference to publicly available governance
documents on EROAD’s Investor Website referred to below.
EROAD is incorporated in New Zealand and is subject to
the NZX Listing Rules. As a foreign-exempt issuer on the
ASX, and for the purposes of ASX Listing Rule 1.15.3, EROAD
confirms that it has complied with, and continues to comply
with, the Listing Rules of its home exchange, the New
Zealand Stock Exchange (NZX), as well as any applicable
ASX requirements.
EROAD’s governance policies are available at http://www.
eroadglobal.com/investors/ (“Investor Website”).
This Corporate Governance Statement was approved by the
Board on 25 May 2026 and is current as at that date.
PRINCIPLE 1: ETHICAL STANDARDS
EROAD’s governance is built on four pillars: “we do what’s
right”, “we play as a team”, “we learn & grow” and “we get
it done”. These values drive our commitment to ethical
standards. Our corporate governance policies reinforce our
standards and expectations for ethical behaviour. These
policies are detailed below and can be accessed through our
Investor Website.
Code of Ethics
EROAD’s Code of Ethics applies to all directors, employees,
independent contractors, advisers and related companies
(“EROADers”). It sets out the principles and standards
that guide professional conduct across the organisation
and supports ethical decision-making, integrity and
accountability.
During FY26, EROAD undertook a comprehensive update
of its Code of Ethics to align with evolving regulatory
expectations and market practice. The updated Code has a
clearer, governance-focused structure and places stronger
emphasis on EROAD’s values, integrity and reputation. It
consolidates core behavioural expectations, including ethical
conduct, compliance with laws and policies, the appropriate
escalation of issues and the consequences of breaches.
The update also strengthened provisions relating to conflicts
of interest, corporate opportunities, gifts and personal
benefits, bribery and corruption, confidentiality, and the use
of EROAD information, assets and property. Operational
and procedural detail has been removed from the Code
and is addressed through supporting policies and guidance,
ensuring the Code remains principles-based and focused
on expected standards of conduct. Director responsibilities
and Board obligations were also refined to reflect best
practice, including an expectation that directors remain fully
informed about matters relevant to EROAD and its operating
environment.
EROAD mandates Code of Ethics training for all staff as part
of onboarding, with refresher training delivered at least every
GOVERNANCE
EROAD GOVERNANCE REPORT 2026
76 77
three years through company-wide programmes. As at 30
August 2025, completion rates remained strong, with 95% of
employees and contractors having completed the training.
In late 2025, EROAD transitioned to a new learning
management system and reviewed its mandatory training
framework, with refreshed Code of Ethics training scheduled
for re-launch in 2026. Ethical behaviour is reinforced
across all levels of the organisation and embedded into
everyday practice through governance processes, leadership
engagement and day-to-day decision-making. The Board
expects the prompt escalation of any serious matters arising
under the Code, underscoring its commitment to ethical
conduct across the organisation.
Other Ethical Standards and Policies
In addition, EROAD also has the following ethical standards
and policies in place:
1. Code of Conduct
EROAD’s Code of Conduct sets out EROAD’s purpose,
values, and culture. Our Code of Conduct further sets out
expectations regarding, amongst other things, personal
behaviour, workplace stress, responsibilities and privacy
matters.
2. Financial product dealing policies
EROAD‘s Market Disclosure Policy mandates strict
adherence to continuous disclosure obligations under NZX
and ASX Listing Rules. Unless an NZX-permitted exception
applies, material information is disclosed promptly and
without delay to ensure fair, transparent markets and protect
investor confidence. This is supported by EROAD‘s Securities
Trading Policy, which enforces EROAD’s zero tolerance for
EROADers trading in EROAD shares while in possession
of undisclosed material information. This policy enforces
strict guardrails such as trading blackouts and pre-clearance
requirements.
Compliance with the Securities Trading Policy is monitored
through a consent to trade process and by EROAD’s share
registrar, which oversees the share register. EROAD actively
monitors the Company’s share register, with a particular
focus on trades by any Director or Senior Manager in EROAD
securities. All trading by Directors and Senior Managers
(as defined by the Financial Markets Conduct Act 2013) is
required to be reported to NZX (and ASX) and recorded
in EROAD’s securities trading registers. Regular securities
trading training is provided to all EROADers, along with
targeted internal communications.
3. Conflict of interest register and policies
An Interests Register is maintained in accordance with the
requirements of the Companies Act 1993 (“Companies Act”)
and the Financial Markets Conduct Act 2013 (“FMC Act”)
to ensure all relevant transactions and matters involving
the Directors and Senior Managers are recorded. EROAD‘s
Related Party Transactions Policy governs any proposed
or actual related party transactions, including a transaction
with any person that could influence or be perceived to
influence EROAD entering a transaction on terms that are not
commercial and/or are not at arm’s length.
4. Whistleblower Policy
EROAD’s Whistleblower Policy complements the Code of
Ethics and Code of Conduct by providing clear, accessible
mechanisms for raising concerns about serious wrongdoing.
The policy aligns with relevant whistleblower legislation in
New Zealand, Australia, the United States and the Philippines.
During FY26, EROAD updated its Whistleblower Policy
to strengthen protections, improve clarity and support a
culture of transparency and accountability. The revised
policy provides clearer reporting pathways and escalation
routes, expands the categories of eligible whistleblowers,
and enhances confidentiality protections, including explicit
safeguards against retaliation. It also clarifies investigation
processes, roles and responsibilities, and outlines how
whistleblowers will be acknowledged and kept informed,
subject to confidentiality requirements.
Concerns may be raised with a line manager or any member
of the executive team, with material matters escalated to the
Board. An independent whistleblower service administered
by Deloitte is also available, enabling confidential and
anonymous reporting through webform, email or toll-free
telephone channels. Any serious concerns raised are
addressed promptly and appropriately, with oversight
by management and the Board, reinforcing EROAD’s
commitment to ethical conduct and regulatory compliance.
5. Modern Slavery Statement
EROAD’s FY26 Modern Slavery Statement will be published
on our Investor Website and is lodged annually with the
Australian Modern Slavery Statements Register. Social
sustainability is central to our ethical business practices, and
we are committed to upholding both our legal and moral
responsibilities as a socially responsible entity.
Policy review
EROAD has continued to review and update key policies
throughout FY26 to ensure ongoing alignment with the
Company’s strategic objectives, regulatory expectations
and evolving standards. As part of the transition to a new
learning management system, policy-related training content
has been reviewed and will be updated where appropriate.
This work will continue into FY27 as policies and training
are refreshed to support consistent understanding and
application across the organisation.
PRINCIPLE 2: BOARD COMPOSITION AND
PERFORMANCE
Responsibilities of the Board and Executive
Management
The business and affairs of EROAD are managed under the
direction of the Board, who are elected by shareholders to
protect and enhance the value of EROAD’s assets in the best
interests of shareholders.
The Board is responsible for corporate governance and
operates under a written Board Charter detailing its
authority, responsibilities, membership and protocols and
clearly distinguishing the respective roles and responsibilities
of the Board and management.
Key responsibilities of the Board include setting the
Company’s direction and strategy with the CEO,
reviewing and approving budgets and business plans,
establishing policies (including remuneration), setting the
risk management framework, and overseeing EROAD’s
management in implementing the Board’s strategic
objectives.
The Board utilises committees to address certain issues that
require detailed consideration by directors with specialist
knowledge and experience. If circumstances arise where a
director needs to obtain independent professional advice,
that director is, as a matter of practice, able to seek such
advice at the expense of EROAD.
EROAD’s CEO and executive team lead day-to-day
operations and strategic delivery. The Board enforces
management’s accountability through rigorous scrutiny of
performance against the strategic plan, active engagement
with senior leadership via structured touch points and
alignment with the Board’s annual priorities and risk
framework.
The Board regularly reviews and evaluates EROAD’s
governance structures, policies, and procedures to ensure
alignment with best practice and legal requirements. The
Board Charter was last updated in March 2024 to reflect the
transition back to a single CEO model and to confirm the
Board’s responsibility for overseeing EROAD’s sustainability
strategy.
Board Composition
EROAD is dedicated to maintaining the Board with a well-
balanced mix of skills, experience, expertise, and diversity to
support effective decision-making.
As at 31 March 2026, the Board comprised four independent,
non-executive directors and one Executive Director.
David Green serves as Lead Independent Director. A
brief biography of each current Board member, including
experience, length of service, expertise, role, and the term
of office is set out in the “Board Skills” section of this report.
Disclosure of director shareholdings and other directorships
is included on pages 110 - 112 of this report.
During FY26, Cameron Kinloch resigned from the Board with
effect from 2 March 2026. No other directors were appointed
to or retired from the Board during the financial year.
The Board is actively undertaking a programme of renewal to
ensure it maintains the appropriate mix of skills, experience
and perspectives around the table, aligned with the
Company’s evolving strategy.
Director Evaluation, Appointment,
and Re-Election
The appointment and removal of directors is ultimately
governed by the Company’s Constitution and relevant NZX
Listing Rules but supported by EROAD’s Appointment and
Selection of New Directors Policy. The policy outlines the
criteria and procedures for selecting and recommending
new or reappointed directors and is available on the Investor
Website.
A director may be appointed by the Board, elected at a
shareholders’ meeting, or appointed as an alternate director.
EROAD’s Board may appoint a director to fill a vacancy or as
an addition to the existing directors. However, any director
appointed by the Board must stand for election at the next
annual meeting following his or her appointment by the
Board. Directors are subject to the rotation requirements set
out in the NZX Listing Rules.
Due to the Board’s small size, and in accordance with
Recommendation 3.4 of the NZX Code, the full Board
performs the functions ordinarily undertaken by a
Nominations Committee. In this capacity, the Board oversees
director selection, appointment and re appointment
processes, including succession planning and Board
composition.
In line with the NZX Code, background checks are conducted
for all candidates prior to nomination. External consultants
may be engaged to assist in searching for candidates when
appropriate. Candidates are assessed against a range of
criteria including background, experience, professional
qualifications, personal qualities, the potential for the
candidate’s skills to augment the existing Board (board
skills matrix), and the candidate’s availability to commit to
the Board’s activities. The Board includes in the Notice of
Meeting for annual meetings all material information that is
considered relevant to a decision on whether shareholders
should elect or re-elect a director. At EROAD’s FY25 Annual
Shareholders’ Meeting, John Scott stood for election and was
elected to the Board. Susan Paterson and Sara Gifford stood
for re-election and were re-elected to the Board.
All new directors enter into a written agreement with EROAD,
which sets out the terms of their appointment. New directors
complete a comprehensive induction programme, including
meetings with the Chair, other directors, and the senior
management team to gain insight into EROAD’s values and
culture, our business operations, key risks and regulatory and
legal framework. The program also includes site visits.
Each director’s induction program is tailored based on the
director’s existing skills, knowledge, and experience.
EROAD GOVERNANCE REPORT 2026
78 79
Board Skills
All directors are expected to maintain the skills required to fulfil their obligations to the Company. To assist directors in
understanding key developments in the industry in which EROAD operates, they are regularly provided with papers, presentations,
and briefings on matters that may affect EROAD’s business or operations. Directors are also expected to undertake continuing
education and training relevant to the discharge of their obligations as directors of the Company.
The Board considers that Barry Einsig has specific experience in the transport industry. Susan Paterson and David Green bring listed
company and financial/risk experience. Sara Gifford, Barry Einsig and John Scott have extensive experience in technology solutions.
Overall, the Board’s skill set is as set out in the following table:
CAPABILITY AREA
DESCRIPTION OF SKILLS
AND EXPERIENCE
CURRENT BOARD CAPABILITY
(HIGH/MEDIUM/LOW)
John
Scott
David
Green
Susan
Paterson
Sara
Gifford
Barry
Einsig
Strategic knowledge
for scale – technology
businesses
Experience as a senior executive in, or as a strategy
professional advisor to, a growth-scale or scaling
technology businesses, ideally in SaaS or adjacent
sectors.
Financial, audit and
capital management
A strong accounting or finance background, with
experience in financial reporting, corporate finance,
internal controls, and audit oversight, including
audit committee responsibilities. Likely a chartered
accountant who has held a CFO or senior finance
leadership role in a publicly listed company.
Listed governance
Experience in NZX or ASX listed company Board
experience other than EROAD. Experience with
sophisticated governance structures.
Risk management and
regulatory compliance
Experience in regulatory compliance and enterprise
risk management, including identifying and
mitigating financial and non-financial risks across
multi-jurisdictional environments.
Growth strategy and
capital markets
Strong knowledge of debt and equity capital
markets, and experience with mergers and
acquisitions, and/or dealing with a range of funding
sources and capital structuring models.
Customer, market
insight and
commercial strategy
Experience in understanding customer needs,
market dynamics and competitive positioning
in technology or SaaS markets, including go-to-
market strategy, product-market fit, and driving
sustainable revenue growth across multiple
geographies.
AI, digital and data-
enabled growth
Experience in software, digital platforms or
data-driven business models, including practical
application of artificial intelligence, machine
learning or cloud technologies to drive product
innovation, operational efficiency and commercial
growth.
Industry Experience
Experience in telematics, fleet management,
transport technology or adjacent regulated
industries
Geographic and
market experience
Operating experience across EROAD’s key markets,
including New Zealand, Australia and/or North
America
CAPABILITY AREA
DESCRIPTION OF SKILLS
AND EXPERIENCE
CURRENT BOARD CAPABILITY
(HIGH/MEDIUM/LOW)
John
Scott
David
Green
Susan
Paterson
Sara
Gifford
Barry
Einsig
Technology risk and
resilience
Experience in overseeing technology risk,
cybersecurity and operational resilience, whether
gained through board, executive or advisory roles,
including an understanding of the risks associated
with data-dependent, digitally delivered business
models and the governance frameworks used to
manage them.
People, culture and
remuneration
Experience in human capital strategy, executive
remuneration and leadership accountability,
including guiding organisations through cultural or
operational change and aligning people strategy
with performance in a scaling technology business.
KEY
High capability
Medium capability
The Board values a mix of tenures, recognising that longer-
serving directors bring deep knowledge of the business,
while newer members offer fresh perspectives. Although
there is no formal tenure policy, the Board considers the
current composition—outlined in the table below—to be
appropriately balanced. This supports effective succession
planning and ensures continuity and renewal over time. As at
31 March 2026, director tenure was as follows:
DIRECTOR TENURE
AS AT 31 MARCH
2026
0-3
YEARS
3-9
YEARS
9+
YEARS
Number of directors23-
The Board considers that this mix of skills, experience and
tenure enables it to effectively oversee EROAD’s strategy,
risk profile and long-term value creation.
Independence of Directors
The Board assesses director independence based on a
range of criteria, including those outlined in the Board
Charter and the NZX Code. Additionally, the Board considers
guidance from the ASX Corporate Governance Principles
and Recommendations. Some factors that may impact a
director’s independence include that the director:
1. is currently, or has been within the last three years,
employed in an executive role by EROAD, or any of its
subsidiaries;
2. currently derives, or has derived within the last 12 months,
a substantial portion of his, her or their annual income from
EROAD;
3. is currently or has been within the last 12 months, in a
senior role at a provider of material professional services
(other than an external auditor) to EROAD or any of its
subsidiaries;
4. is currently, or has been within the last three years, employed
by EROAD’s external auditor, or any of its subsidiaries;
5. currently has, or has had within the past three years, a
material business relationship (for example, as a supplier or
customer) with EROAD or any of its subsidiaries;
6. is a substantial product holder of EROAD, or a senior
manager of, or otherwise associated with, a substantial
product holder of EROAD;
7. is currently, or has been within the past three years, party to
a material contractual relationship with EROAD or any of its
subsidiaries, other than as a director;
8. has close family or personal relationships (including close
social or business connections) with any person falling within
the categories listed above;
9. has served as a director of EROAD for a period that may
compromise independence (12 years or more).
EROAD maintains a Conflicts of Interest Register, which is
regularly updated based on disclosures made by directors.
The Board uses this information to assess each director’s
independence. In each case, the Board assesses the
materiality of a director’s interests, positions, associations,
or relationships to determine if they could interfere, or be
perceived to interfere, with the director’s ability to exercise
independent judgment, act in EROAD‘s best interests, and
represent the interests of all our financial product holders.
Based on these factors, and in accordance with the guidance
provided in the Code (noting that none of the factor set out
in items 1 to 9 apply) and with no Disqualifying Relationships
(as defined in the NZX Listing Rules) identified, the Board
has determined that, as at 31 March 2026, Susan Paterson,
David Green, Barry Einsig and Sara Gifford were independent
directors. John Scott, as an Executive Director, is not
considered independent due to his executive role within the
Group. As at 31 March 2026, the Board considered Mr Heine,
in his role as CEO, to be sufficiently independent of the Chair.
Mr Heine has resigned and will step down from his role as
CEO in June 2026.
EROAD GOVERNANCE REPORT 2026
80 81
Diversity and Inclusion
Commitment and governance
• Diversity and inclusion remain key priorities for EROAD and
are aligned with the Company’s value of Play as a Team.
The Board recognises that a diverse workforce supports
effective decision making, enhances business performance,
and contributes to long term value creation. The Board
is satisfied with EROAD’s progress against its various
diversity and inclusion initiatives.
• EROAD’s Diversity and Inclusion Policy was reviewed and
approved by the Board in November 2025 and is available
on the Investor Website. The policy requires the Board to
set, review and report on measurable diversity objectives
across the business. Oversight is provided by the People
& Culture Committee, with FY27 priorities currently being
finalised.
Measurement and employee sentiment
Employee sentiment regarding diversity and inclusion
remains positive. EROAD achieved an ePulse survey score
of +51 for diversity and inclusion, an increase of two points
from the prior survey and nine points above the industry
benchmark. This forms part of the Board’s assessment of
performance against the Diversity and Inclusion Policy.
Data, transparency and reporting
During FY26, EROAD enhanced the collection and reporting
of diversity data:
Employees were invited to voluntarily update diversity
information in Workday, including gender, ethnicity, age,
pronouns, and disability or neurodivergence support needs,
supporting improved insights and external reporting.
Reporting capability was strengthened to provide visibility of
candidate diversity metrics across shortlisted and progressed
recruitment stages.
Equal employment opportunity and remuneration
EROAD is committed to equal employment opportunity
and inclusive remuneration practices. As part of the annual
remuneration review, diversity data is considered to
identify potential inequities across gender and other under
represented groups.
Gender representation and progression
• Approximately 30% of EROADers identify as female, above
the industry benchmark of 26.7%.
• Women represent 45% of the senior leadership team and
27% of people leaders
1
.
• During FY26, EROAD continued to implement its Women
in Motion Charters across each operating region to support
the progression of women in the industry.
Cultural diversity and inclusion initiatives
• EROADers represent 36 different cultural backgrounds
globally. Inclusion is supported through a range of
initiatives, including cultural celebrations, Pink Shirt Day,
Pride Month, and employee led groups such as The Fono
Crew and the Albany Sports Club.
Gender composition
The table below presents the number of men and women on
the Board, in executive management positions (referred to as
“Officers”), and across the entire organisation, including both
full-time and part-time employees, as of 31 March 2025 and
31 March 2026.
2025WomenMen
Gender
diverse/
gender not
declared
Board3 (50%)3 (50%)0
Officers*1 (10%) 9 (90%)0
Other employees 153 (37%) 249 (60%) 15 (4%)
2026WomenMen
Gender
diverse/
gender not
declared
Board2 (40%) 3 (60%)0
Officers*1 (12.5%)7 (87.5%) 0
Other employees179 (30%) 343 (57%) 76 (13%)
*“Officers” are the CEO and senior executives reporting
directly to the CEO.
Board Performance
Performance evaluations for the Board, its committees,
individual directors, and executives are conducted regularly.
The Board Charter requires the Board to undertake a regular
performance evaluation of itself which:
• Compares the Board’s performance with the requirements
of our Charter;
• Reviews the performance of the Board’s committees and
individual directors; and
• Makes improvements to the Board Charter where deemed
necessary or appropriate.
As part of the Board’s renewal, an independent governance
evaluation was undertaken during FY26, facilitated by the
Institute of Directors New Zealand. The evaluation assessed the
Board’s composition, culture, effectiveness and governance
practices, and identified areas of strength as well as
opportunities for continued improvement. The Board considers
the outcomes of independent evaluations as part of its
ongoing commitment to effective governance and continuous
improvement. In addition to periodic independent reviews, the
Board also undertakes self assessments from time to time.
Company Secretary
EROAD’s General Counsel & Company Secretary was
accountable to the Board, through the Chair, for matters
relating to the proper functioning of the Board throughout
FY26. The role included supporting the Chair in managing
the flow of information between the Board, its committees
and senior executives, and advising the Board and
management on legal, regulatory and governance matters.
EROAD maintains policies and processes to support
compliance with applicable laws and regulations, with
oversight by the Board and its committees. The Company
is not aware of any material breaches of laws or regulations
during the year.
PRINCIPLE 3: BOARD COMMITTEES
The Board has established four key committees:
• Finance, Risk and Audit;
• Nominations;
• People & Culture; and
• Technology.
These focused committees were established to enhance
efficiency in addressing Board matters. EROAD’s Board
committees collaborate closely with management and
advisers, providing detailed insights and recommendations
to the Board. The committees’ charters, accessible on the
Investor Website, set out their objectives, procedures,
composition, and responsibilities.
All directors have a standing invitation to attend committee
meetings where there is no conflict of interest. Below is
a description of the purpose and composition of each
committee.
Finance, Risk and Audit Committee (“FRAC”)
The FRAC oversees EROAD’s risk management, internal
controls, financial reporting integrity and the auditing
processes and activities. FRAC held 5 meetings during the
year ended 31 March 2026.
.
According to its Charter, the Committee must be comprised
of non-executive directors, the majority of whom must be
independent. Further, the Chair of the Committee must be
an independent director and cannot be the Chair of the
Board. Where the Chairperson of the Board is an executive
director, the Chairperson of the Committee shall also serve
as the Lead Independent Director (LID). In this scenario, the
Committee shall discharge the functions of the Executive
Oversight Committee (EOC), with the Chairperson acting
as Chairperson for both the Committee and the EOC. The
Chairperson shall discharge the LID’s responsibilities in
accordance with the duties and responsibilities outlined in
this Charter, as approved and updated by the Board from
time to time.
As at 31 March 2026, the members of the FRAC
2
were
David Green (Chair), Susan Paterson, and Sara Gifford
3
.
Currently, all members of the Committee are independent
non-executive directors and at least two members have an
adequate accounting or financial background. Qualifications
and experience of the Committee members is outlined on
pages 12 and 13 of this Annual Report.
The Chair of the Committee reported to the Board on the
Committee’s proceedings following each meeting.
Employees attend FRAC meetings only by invitation from
the Committee. During the year ended 31 March 2026, the
following individuals were invited to attend:
• Mark Heine, Chief Executive Officer
• David Kenneson, former Co-Chief Executive Officer
• Rebecca Lineham, former Interim Chief Financial Officer
• Ciara McGuigan, Chief Financial Officer
• Ksenija Chobanovich, General Counsel
Nominations Committee (“NC”)
The NC assists the Board in fulfilling its responsibilities
to shareholders with respect to Board performance,
composition, succession planning and the selection
and appointment of Directors. For the purposes of
Recommendation 3.4 of the Code, the Board has determined
that the whole Board will carry out the functions of the NC
due to the small size of the Board, with the Board Chair
serving as the Committee Chair
4
. A quorum of four directors
is required in accordance with the Nominations Committee
Charter. One Nominations Committee meeting was held
during the year.
Detailed responsibilities of the Committee are set out in the
Nominations Committee Charter, accessible via the Investor
Website.
21
Cameron Kinloch served as a member of the FRAC until her resignation on 2 March 2026.
3
Sara Gifford was appointed to the FRAC as a member on 9 March 2026.
4
John Scott was appointed the Chair of the NC on 17 October 2025.
1
Represents EROAD’s Senior Leadership Team and does not include EROAD’s Executive Team.
5
Sara Gifford served as Chair of the PCC until 17 October 2025, when Susan Paterson assumed the role.
6
Barry Einsig served as Chair of the TC until 17 October 2025, when Sara Gifford assumed the role.
7
David Green was appointed to the TC on 17 October 2025.
8
Sara Gifford was appointed to the FRAC as a member on 9 March 2026.
9
David Green was appointed to the TC on 17 October 2025.
10
Cameron Kinloch served as a member of FRAC until resignation on 2 March 2026.
11
Barry Einsig served as a member of FRAC until 17 October 2025.
Takeover Protocol
The Board has a formal written protocol (“Protocol”)
outlining the procedure to follow if EROAD receives a
takeover offer. This Protocol summarises key aspects of
takeover preparation, and sets out governance, conflict and
communications protocols for responding to a takeover.
In the event of a takeover offer, the Board‘s Takeover
Committee will manage EROAD‘s response obligations and
make a recommendation to the full Board.
PRINCIPLE 4: REPORTING & DISCLOSURE
Making Timely and Balanced Disclosure
EROAD builds shareholder confidence through transparent,
timely and accurate market communication. The Company
has procedures in place to ensure compliance with our
disclosure obligations under the NZX Listing Rules and the
ASX Listing Rules. The Board has a Continuous Disclosure
Committee that comprises the CEO, the CFO (“the Disclosure
Officers”) and one Independent Director. In the absence
of either the CEO or the CFO, market disclosure can be
approved by either: (1) two Independent Directors and
the CEO, or the CFO; or (2) one Independent Director, the
General Counsel and either the CEO or the CFO.
The Continuous Disclosure Committee is responsible
for administering EROAD’s compliance with our Market
Disclosure Policy which details EROAD’s NZX and ASX
continuous disclosure obligations. This Policy can be
found on the Investor Website. The Disclosure Officers
will recommend to the Continuous Disclosure Committee
whether a market disclosure should be made. The Disclosure
Officers are ultimately responsible for all communications
with NZX and ASX market regulators.
Financial Reporting
EROAD’s FRAC Charter directs the oversight of the quality
and integrity of external financial reporting including
the accuracy, completeness, balance and timeliness of
financial statements. FRAC reviews interim and annual
financial statements and makes recommendations to the
Board concerning accounting policies, areas of judgement,
compliance with financial reporting standards, NZX, ASX
and legal requirements, as well as the results of the external
audit. During the period under review, all matters within the
Committee’s responsibility were addressed.
All interim and full-year financial statements are prepared in
compliance with relevant financial standards.
Non-Financial Reporting
EROAD reports on environmental, social and governance
(ESG) matters across this Annual Report and its standalone
Sustainability Report. The Sustainability Report, which will
be released by 31 July 2026 and made available on EROAD’s
website, contains the Group’s primary environmental
disclosures, including greenhouse gas (GHG) emissions.
Social and governance disclosures are addressed through
this Corporate Governance Statement, the Remuneration
Report, and relevant sections of the Sustainability Report.
Together, these disclosures provide an integrated overview of
EROAD’s approach to responsible business practices, culture,
and long-term value creation.
Governance is a core pillar of EROAD’s ESG framework.
The Board oversees strategy, risk management, culture and
compliance, including the management of environmental and
social risks and opportunities.
Responsibility for ESG matters is allocated across
management. The General Counsel and Chief Financial
Officer are responsible for economic and governance-related
matters. The Chief Executive Officer and wider executive
team are responsible for social factors, and also oversee
environmental and broader sustainability matters.
The General Counsel and Chief Financial Officer keep
the Board informed of material ESG matters and provide
updates on relevant market developments. ESG matters are
considered regularly by the Board. Members of the executive
team report on sustainability matters to the Finance, Risk
and Audit Committee at each meeting. The Board also
receives input from the Finance, Risk and Audit Committee,
the General Counsel, and EROAD’s Engineering and Product
teams.
Climate-Related Disclosures
During FY26, New Zealand’s climate related disclosure
regime was reformed following a Cabinet decision in October
2025, including changes to increase the reporting thresholds
for listed issuers and narrow the scope of the regime.
Transitional regulatory relief applied from November 2025,
with legislative amendments intended to apply for reporting
periods ending on or after 31 March 2026. Based on these
changes and its current market capitalisation, EROAD is no
longer classified, and is not expected to be in scope, as a
climate reporting entity. As a result, EROAD has not prepared
a climate related disclosure statement for FY26.
Notwithstanding this change, climate-related governance,
strategy and risk considerations continue to be overseen by
the FRAC and the Board and remain integrated into EROAD’s
broader risk management and strategic decision-making
processes. EROAD continues to publish an annual
Sustainability Report, which includes information on the
Company’s carbon emissions profile and emissions reduction
plans.
PRINCIPLE 5: REMUNERATION
Please refer to the Remuneration Report on page 90 of this
Annual Report for details on our compliance with Principle 5
of the Code.
EROAD GOVERNANCE REPORT 2026
82 83
People & Culture Committee (“PCC”)
The PCC assists the Board in overseeing EROAD’s culture, values and leadership; health, safety, environment and wellbeing
matters; remuneration and organisational matters; and remuneration policies and practices.
As at 31 March 2026, members of the People & Culture Committee were Susan Paterson (Chair)
5
, David Green and Sara Gifford.
Qualifications and experience of the committee members is outlined on pages 12 and 13 of this Annual Report. A quorum for the
meeting is two directors in accordance with the Committee Charter, accessible via the Investor Website.
The Chair of the Committee reports to the Board on the Committee’s proceedings following each meeting. There were 3 PCC
meetings in FY26.
All members of the PCC are independent directors. Management only attends the PCC meetings at the invitation of the
Committee.
Technology Committee (“TC”)
The TC assists the Board in its obligations to oversee EROAD‘s digital transformation. The TC governs product management,
technology and innovation strategies, technology execution plans, and necessary workforce development.
The TC also oversees operations relating to hardware, product and platform innovation, as well as information security, cyber
security, data privacy and third-party technology risk management. Key product and ecosystem partners also form part of the
TC‘s workstream.
As at 31 March 2026, the members of EROAD‘s TC are Sara Gifford (Chair)
6
, David Green
7
and Barry Einsig. Qualifications and
experience of the Committee members is outlined on pages 12 and 13 of this Annual Report.
The Committee met 5 times during the year. A quorum for the meeting is two independent directors. The Chairperson of the
Committee reported to the Board on the Committee’s proceedings following each meeting.
Detailed responsibilities of the Committee are set out in the Technology Committee Charter, accessible via the Investor Website.
Attendance and Board and Committee Meetings
The Board held 8 meetings during the year ended 31 March 2026. A quorum was present for all Board and Committee meetings
held in FY26.
The attendance records provided below document the attendance of directors who are members of the respective committee.
Attendance of non-member directors is not included, however all directors have a standing invitation to attend all committee
meetings where there is no conflict of interest and this is regularly accepted.
BoardFRACNCPCCTC
Susan Paterson8413-
David Green85-32
9
Sara Gifford81
8
135
Barry Einsig 83
11
1-5
Cameron Kinloch64
10
---
John Scott8-1--
In addition to the above scheduled Board meetings, the Board also had 12 Board calls during the year.
PRINCIPLE 6: RISK MANAGEMENT
Risk Management Framework
EROAD’s risk management framework supports informed decision-making and protects the business by ensuring key risks
are actively identified, assessed, and addressed. The Board oversees the framework, with management accountable for its
implementation and monitoring.
The framework is anchored by EROAD’s Risk Appetite Statement (RAS), which sets clear boundaries around acceptable risk. The
RAS guides decision-making across the business and is reviewed regularly to reflect EROAD’s evolving priorities. This is explained
in more detail below.
Management maintains several risk registers to track and manage known risks. These include enterprise and operational risks.
12
• Enterprise risks are reviewed regularly with a top-down assessment of material risks to EROAD. Each risk is rated by impact and
likelihood, and mitigation plans are embedded into business planning.
• Monthly, the executive team reports on any threshold breaches under the RAS, emerging risks, and status updates on mitigation
These are discussed at the Board and in management forums including Executive meetings.
FRAC reviews the RAS, key registers, dashboards and risk processes on a rolling basis. It works with management and auditors to
ensure the framework is operating effectively and that material risks are being managed appropriately.
EROAD’s Risk Management Policy is available on the Investor Website.
In FY26 EROAD identified the following material risks to the company.
RISKRisk description and management
Growth execution and
retention
Competitive market conditions may impact EROAD’s revenue growth and net dollar retention, which could
adversely affect profitability and shareholder value.
Risk mitigation includes:
• EROAD manages this risk through a focus on customer retention, sales discipline and effective commercial
execution.
Liquidity and funding
Reduced revenue growth or higher working capital requirements may constrain EROAD’s liquidity and financial
flexibility
Risk mitigation:
• Liquidity risk is managed through disciplined cost control, forecasting and active working capital and funding
oversight.
Strategic execution
Delivering on EROAD’s strategic priorities requires strong organisational alignment, governance and execution
capability. As EROAD evolves its operating model, maintaining this alignment is an ongoing focus.
Risk mitigation:
• EROAD continues to invest in its people, governance frameworks and performance management to support
effective execution.
Productivity and
technology enablement
EROAD’s ability to realise productivity and commercial benefits from technology investment may be lower than
expected, potentially resulting in higher operating costs.
Risk mitigation:
• This risk is managed through continued investment in workforce enablement, modernisation and disciplined
technology investment.
12
Climate-related risks are integrated into EROAD’s existing risk and governance processes, with emissions measurement and reduction managed through the Toitū
Carbon Reduce programme.
RISKRisk description and management
Product delivery and
platform capability
Constraints in delivery capacity or reliance on legacy technology may delay product development or affect
product quality and reliability, which could reduce customer satisfaction and impact revenue growth and
retention.
Risk mitigation:
• EROAD manages this risk through ongoing platform modernisation, strengthened delivery capability and
governance, and the use of performance metrics to improve delivery predictability and quality.
Operational complexity
Growth and expansion of EROAD’s product and service offerings increases operational complexity. This may
present risks to process efficiency, data accuracy and financial reporting.
Risk mitigation:
• EROAD manages this through ongoing investment in process improvement, controls and governance
frameworks.
Competitive advantage and
innovation
Rapid technological change may affect the ongoing differentiation of EROAD’s offerings, impacting market
position and long-term value.
Risk mitigation:
• EROAD manages this risk through targeted investment in innovation, disciplined product development and
leveraging technology to deliver differentiated customer outcomes.
Platform scalability and
reliability
Legacy infrastructure and increasing platform demand may affect service reliability and scalability, impacting
customer outcomes and reputation.
Risk mitigation:
• EROAD manages this risk through ongoing investment in infrastructure upgrades, system stabilisation,
monitoring and controls, alongside longer-term platform modernisation.
eRUC market execution
Time-bound regulatory change may create execution risk in the rollout of eRUC solutions, potentially affecting
revenue opportunities and market position.
Risk mitigation:
• EROAD manages this risk through dedicated leadership and governance for eRUC initiatives, multiple
go-to-market pathways, and ongoing engagement with government and industry stakeholders.
Cybersecurity
Cybersecurity threats may disrupt operations or compromise data, with potential regulatory, financial and
reputational impacts.
Risk mitigation:
• EROAD manages this risk through strengthened access controls, monitoring and incident response
capability, employee awareness programmes, and progress towards recognised assurance standards.
EROAD GOVERNANCE REPORT 2026
84 85
Risk Appetite
EROAD’s RAS supports the Company’s strategic objectives by
clearly articulating the level and types of risk EROAD is willing
to accept in pursuing sustainable long-term value creation.
The RAS provides a framework for consistent, risk-informed
decision-making, balancing disciplined financial management
with the flexibility required to respond to a dynamic operating
environment.
The RAS applies across six key risk categories: strategy,
finance, customers, technology, people and legal. It is used
to guide decision-making at all levels of the organisation
and to ensure that material risks are identified, assessed and
managed in a manner consistent with EROAD’s purpose,
values and long-term objectives.
Risks that exceed the Company’s defined risk appetite are
escalated to the Board, together with mitigation plans and
regular progress updates. The Board, supported by the FRAC,
oversees the effectiveness of EROAD’s risk management
framework and approves key policies and controls to ensure
that risk-taking remains appropriate and that internal controls
continue to operate effectively.
For FY26, EROAD maintains a conservative risk appetite in
areas fundamental to the Company’s resilience, including
financial sustainability, liquidity and covenant compliance,
cybersecurity, legal and regulatory compliance, health and
safety, and the protection of customer data.
A more flexible risk appetite applies to strategic and
technology-related risks, and to aspects of customer delivery,
where measured risk-taking supports innovation, growth and
product development.
People-related risks are managed conservatively, with
limited tolerance in areas such as integrity and health and
safety, alongside a focus on capability, engagement and
organisational effectiveness.
Insurance
EROAD has insurance policies in place covering areas where
risk to our assets and business can be insured at a reasonable
cost.
Health and Safety Risk Management
The Board recognises health, safety and wellbeing as a core
priority and retains ultimate accountability for the effective
oversight of health and safety risks across EROAD. Oversight
is supported through the Board Charter and delegated
committees, with regular reporting provided to enable
the Board to monitor risk profile, performance and the
effectiveness of controls.
EROAD maintains a Safety and Wellbeing Policy and a Safety
and Wellbeing Management Framework, which together
establish the governance structure, roles and accountabilities
for managing health and safety across the organisation.
These frameworks define the responsibilities of the Board,
executive leadership and employees, and embed health and
safety into EROAD’s broader risk management framework
and business planning processes.
Objectives and key results relating to safety and wellbeing
are incorporated into operational planning, and the safety
and wellbeing strategy is formally reviewed at least every
three years to ensure continued alignment with EROAD’s
values, strategy and risk profile.
Health and safety risks are actively monitored and managed,
with a focus on critical risks and associated controls. During
FY26, risk appetite triggers included notifiable incidents and
serious near misses. No notifiable events were reported to
regulatory authorities, including WorkSafe New Zealand, Safe
Work Australia, the Department of Labor and Employment
in the Philippines, or the Occupational Safety and Health
Administration in North America.
The Board receives regular reporting on key health and
safety indicators, including notifiable incidents, serious near
misses and other leading and lagging measures, and uses
this information to assess trends and the effectiveness of risk
controls. The Board also seeks assurance on the effectiveness
of EROAD’s health and safety systems and processes
through governance forums, management engagement and
periodic review activities.
During FY26, EROAD continued to strengthen its safety
management practices, including progressing alignment with
relevant International Organization for Standardization (ISO)
guidance, enhancing contractor management practices and
strengthening controls for higher-risk activities. Particular
focus was placed on critical risk management in installation
and warehousing activities, alongside increased emphasis on
psychosocial risk awareness and management.
EROAD promotes active worker participation and
engagement in health, safety and wellbeing. During the
year, this included the ongoing development of GLOWS
(Global Leaders of Wellbeing and Safety), an employee-led
network supporting engagement, awareness and leadership
connectivity. GLOWS met regularly during FY26 and was
supported by governance forums to enable oversight,
prioritisation and continuous improvement.
A range of initiatives were implemented to support a safe
and healthy working environment and reinforce a positive
safety culture, including global wellbeing programmes,
awareness campaigns and regular internal communications.
These initiatives were supported by leadership engagement
and organisation-wide participation, contributing to
increased visibility of safety, health and wellbeing across
EROAD’s operations. EROAD remains committed to the
continuous improvement of its health and safety systems,
with ongoing enhancements to reporting, risk management
and governance practices to support the effective
management of both physical and psychosocial risks.
Cybersecurity
Cybersecurity is managed as a core component of EROAD’s
enterprise risk management framework. The Cybersecurity
Governance Framework implemented in FY25 remained fully
operational during FY26 and supports the Board’s oversight
of material cyber risks, controls and resilience. The Board
receives regular reporting on cybersecurity risks, incidents,
and control effectiveness, and oversight is supported
through the Board’s committees as follows:
• The FRAC oversees cybersecurity risks as part of
EROAD’s broader risk management framework, including
governance, controls, compliance and assurance; and
• The TC oversees the technical dimensions of cybersecurity,
including system architecture, platform resilience,
information security capability and emerging technology
risks.
This governance structure enables the Board to identify,
assess and manage cybersecurity risks consistent with
EROAD’s risk appetite, and to monitor the effectiveness of
mitigation actions on an ongoing basis.
Based on the processes described above, the Board
considers that EROAD’s risk management and internal
control systems were appropriate to the size, complexity and
risk profile of the business and were operating effectively
during FY26.
PRINCIPLE 7: AUDITORS
Oversight of the Company’s external audit arrangements
to safeguard the integrity of financial reporting is the
responsibility of FRAC. The FRAC Charter sets out the
procedure for communication with the external auditors.
The External Auditor Independence Policy, reviewed and
updated during FY25, ensures that audit independence is
maintained, both in fact and appearance. It covers:
• the selection and appointment process for the external
auditor;
• rotation of external audit partners;
• policy to ensure external auditors’ independence;
• provision of non-audit services; and
• reporting to FRAC.
The role of the external auditor is to audit the financial
statements of the Company in accordance with applicable
auditing standards in New Zealand and to report on their
findings to the Board and answer questions from the
shareholders of the Company.
EROAD’s lead external audit partner is Matt Diprose of KPMG.
Mr Diprose was appointed as engagement partner in FY25
in accordance with EROAD’s External Auditor Independence
Policy, which requires rotation of the lead audit partner at
least every five years, and continues in this role for FY26. Mr
Diprose has provided an independence attestation to the
Board and will attend the annual shareholders’ meeting to
respond to shareholder questions relating to the audit.
EROAD does not prescribe rotation of the external audit firm
but closely monitors the independence requirements and
considerations around cost and efficiency.
The auditor‘s involvement in non-audit work is limited and
subject to approval by the Chair of FRAC.
Additional audit-related services include agreed-upon
procedures concerning the Research and Development Tax
Incentive, and reasonable assurance for the New Zealand
Transport Agency.
In the fiscal year 2026, KPMG‘s non-audit services were
limited to tax related activities. These activities encompassed
compliance work, advisory support for tax compliance
(including income tax) and transfer pricing services.
The following table provides a summary of the non-
audit work performed by KPMG and the associated fees
recognised in the financial statements. For comprehensive
details on the fees paid to KPMG, please refer to Note 5 in our
financial statements included in this Annual Report.
EROAD GOVERNANCE REPORT 2026
8786
Activity Description Fees (NZ$)
Tax compliance
Income tax return filing in two tax jurisdictions, including
calculation review, tax agent services, documentation and
query response.
$86,828
Transfer Pricing Support
Review of information and preparation of master
file, local file documentation and intercompany loan
analysis; Additional time and efforts in relation to local
file documentation and consideration of intercompany
balances for FY2025; Assistance with the Interest rate
analysis for FY2026
$92,295
Total Non-Audit Fees Paid to KPMG
(representing 21% of the audit fee)
$185,123
FRAC reviewed these non-audit services and was satisfied that
their nature and scope did not compromise the independence
or objectivity of the external auditor.
EROAD has used a variety of tax advisers globally, including
KPMG due to their expertise in relevant areas of tax risk and
their experience with EROAD’s operations, ensuring value for
money. KPMG adheres to external auditing standards including
independence and disclosure requirements. KPMG also has
internal processes to manage advisory and auditing conflicts
including separation of duties, approvals, independence
training and monitoring systems.
EROAD does not have an internal audit function. FRAC pays
particular attention to matters raised by the Company’s
auditor. It also requires the Executive Team to report
periodically on areas identified as most sensitive to risk
together with recommendations for improvements and
changes to internal controls. Through the steps outlined
under the Risk Management section, the Board ensures
EROAD is reviewing, evaluating and continually improving the
effectiveness of our risk management framework.
The Chief Financial Officer has a direct line of communication
with the Chair of FRAC and the external auditor.
The Board considers that, given the size and complexity
of EROAD, the combination of management assurance
processes, external audit, and Board and Committee oversight
provides an appropriate level of independent assurance.
PRINCIPLE 8: SHAREHOLDER RIGHTS AND
INTERESTS
EROAD recognises the importance of providing shareholders
and the broader investment community with access to
up to date, high-quality information. This enables them to
monitor the Company’s performance; participate in decisions
requiring owner input, and facilitate two-way communication
between the Company, the Board, and shareholders. The
Shareholder Communication Policy outlines how EROAD
engages with shareholders and other stakeholders through
written and electronic communications, as well as access
to the Board, management, and auditors. This policy is
part of the corporate governance policies available on the
Investor Website. Feedback received from shareholders
through these channels is reported to management and,
where appropriate, escalated to the Board to inform decision
making.
EROAD’s Investor Website serves as an important
information portal and is regularly updated with relevant
information including shareholder reports, presentations, and
market announcements. Releases and reports are published
to the website once they have been provided to and publicly
released to both the NZX and ASX. The website also contains
Board and management profiles, information on EROAD’s
history, awards and a library of product information.
Shareholders can easily communicate with EROAD, via email
at investors@eroad.com.
Major communications with shareholders during the
financial year include the annual and half-year results, and
the annual meeting of shareholders. The Annual Report
is available in both electronic and hard-copy formats, and
shareholders have the option to receive communications
from EROAD electronically. EROAD also regularly engages
with its shareholders as part of its regular investor relations
programme of work.
Shareholders have the right to vote on major decisions as
required by the NZX Listing Rules. The Notice of Meeting
is sent to shareholders and published on EROAD’s website
at least 20 working days prior to the annual shareholders’
meeting each year (see, however, EROAD’s disclosure in
relation to the publication of the 2026 Notice of Meeting
on page 75. EROAD offers this meeting in a hybrid format
and so also includes a Virtual Meeting Guide which sets out
information to help investors understand and participate in
hybrid meetings. Physical meetings will not take place where
doing so would pose a risk to public health and safety. In any
instance where health and safety is a concern, EROAD may
determine that virtual only meetings are most appropriate.
88
EROAD GOVERNANCE REPORT 2026
89
EROAD REMUNERATION REPORT 2026
90 91
REMUNERATION
REPORT
Dear Shareholders,
On behalf of the Board’s People and Culture
Committee, I am pleased to present EROAD’s
FY26 Remuneration Report.
FY26 was a year of significant change for
EROAD. The Board oversaw a reset of the
Company’s leadership structure, operating
model and strategic focus to strengthen
accountability and position the business to
deliver improved performance. EROAD also
sharpened its strategy around five priorities:
Product Competence, Customer Intimacy,
Operational Excellence, becoming AI Native,
and executing the New Zealand eRUC
opportunity.
The remuneration framework and outcomes set out in this
report reflect this period of transition. EROAD’s approach to
remuneration is to align executive performance with these
priorities, reinforce accountability, and support the creation
of long-term shareholder value.
During the year, EROAD transitioned back to a single-CEO
model to provide clearer accountability and a more focused
operating structure. Recruitment for a permanent CEO
is well advanced. The broader executive team has also
been strengthened, with additional capability introduced
across key areas of the business to support delivery of the
Company’s strategy.
LETTER FROM THE PEOPLE AND
CULTURE COMMITTEE CHAIR
The Board also undertook a review of EROAD’s remuneration
arrangements to ensure they remain fit for purpose. This
included refining the long-term incentive framework to
better align executive outcomes with the Company’s
growth profile and strategic objectives. Further detail on the
framework, including performance measures and outcomes
for FY26, is set out in this report.
Looking ahead to FY27, the Board intends to simplify and
strengthen the LTI framework, with a greater emphasis on
performance-based outcomes. In response to shareholder
feedback, the tenure-based vesting component will be
removed so that long-term incentives are more directly
linked to the achievement of meaningful performance
milestones.
In determining STI outcomes for FY26, the Board applied
discretion to ensure outcomes reflect underlying Company
performance, individual contribution and the broader
business context during the year of transition. Outcomes
calculated under the incentive plans were considered
alongside qualitative factors to ensure alignment with
shareholder interests. LTI outcomes for FY26 remain subject
to future assessment in accordance with the relevant
performance periods.
In addition, the Board introduced a Directors’ Fixed Share
Trading Plan (FTP). Under this plan, a portion of director’s
after-tax fees, together with consultancy fees paid to the
Executive Chair, are applied to the on-market acquisition of
EROAD shares within predefined parameters. This supports
closer alignment between directors and shareholders
through the accumulation of meaningful shareholdings.
The Committee remains focused on maintaining a
remuneration framework that appropriately recognises
performance, supports the attraction and retention of
critical talent, and aligns outcomes with the interests of
shareholders. The Board considers that the changes made
during FY26 have strengthened the foundations required to
deliver improved performance over time.
EROAD is committed to maintaining high standards of
corporate governance and transparent remuneration
practices. We welcome shareholder feedback on this report
via investors@eroad.com.
Susan Paterson
Chair, People and Culture Committee
Executive Remuneration Policy
EROAD’s Director and Executive Remuneration Policy is designed to attract and retain high-calibre leaders and to align a
meaningful portion of their remuneration with the delivery of EROAD’s strategy. The Policy is regularly reviewed to ensure it
remains fit for purpose and aligned with strategic priorities.
PRINCIPLEDESCRIPTION
AlignmentA meaningful portion of every executive’s pay is contingent on delivering EROAD’s strategic
choices. If the company doesn’t perform, neither does the pay packet.
BalanceFixed remuneration is set at market median - competitive enough to attract the right people,
disciplined enough to reflect where we are in the transformation.
FlexibilityThe STI and LTI frameworks are designed to move with the strategy. As priorities shift, so can
the measures, without rebuilding the framework from scratch.
FairnessPay follows performance. There is a direct and visible line between what an executive delivers
and what they earn. No performance, no payment.
RewardExecutives who deliver the proof window, such as revenue growth, cash discipline,
shareholder value, are rewarded accordingly.
TransparencyThe measures are simple enough to explain in one sentence. If they require a footnote to
understand, they are the wrong measures.
CompetitivenessEROAD needs leaders with technical, commercial and operational fluency. The remuneration
framework is designed to attract and keep them.
EROAD REMUNERATION REPORT 2026
92 93
Remuneration Report Structure
In presenting this report, EROAD has taken the NZX
Remuneration Report Template for Listed Issuers into
account. As a result, this report is structured as follows:
• Remuneration Governance;
• Executive Remuneration Policy;
• Co-CEO Remuneration Arrangements and Outcomes;
• ESG disclosures;
• Remuneration Bands (in accordance with the Companies
Act 1993 (NZ)) and
• Director Remuneration
Remuneration Governance
EROAD’s Board is supported by the People and
Culture Committee, which makes recommendations on
company-wide remuneration, benefits, and people-related
policies. The Committee also oversees senior management
performance objectives, remuneration, succession planning,
and development programmes, and considers company
culture and values as part of its remit. The Committee
is not responsible for director selection, appointment,
reappointment or succession planning, as this is overseen by
the Nominations Committee.
The Committee is comprised of the following members:
Susan Paterson (Chair), Sara Gifford and David Green. A
description of the skills and experience of each committee
member is detailed on pages 12 and 13. Attendance at FY26
committee meetings is detailed on page 82 of the Annual
Report. All members of the People and Culture Committee
are non- executive, independent directors. Management
attends committee meetings by invitation only.
EROAD’s People and Culture Committee operates under
a written Charter, which is available at https://eroadglobal.
com/investors/. The Committee’s objectives and activities
are reviewed periodically, and any changes to its duties,
responsibilities or Charter are subject to Board approval.
In FY26, the Committee’s Charter was rewritten to clarify
its focus and role. The previous Charter set out a broad list
of responsibilities; the revised Charter removes operational
detail and centres the Committee’s role on four Board-level
priorities; culture aligned to strategy, talent attraction and
retention, performance-based reward, and remuneration
governance for the CEO and direct reports. Governance
processes were also strengthened, with the Committee Chair
reporting to the Board at the next scheduled Board meeting
following each Committee meeting.
The Committee does not have decision-making authority
except where expressly delegated by the Board.
The internal governance policies that support and provide
context for remuneration outcomes are outlined below:
• No Dealing or Protection Arrangements: All directors,
employees, contractors and advisers are subject to
EROAD’s Securities Trading Policy (updated in FY26
and available on the investor website). Participants are
prohibited from entering into arrangements that hedge
or otherwise mitigate the economic risk of holding
EROAD securities. Once vested, securities are subject to
the Securities Trading Policy, prior to vesting, securities
cannot be transferred or encumbered.
• Directors’ Fixed Trading Plan: Directors are required to
allocate 50% of their after-tax fees to the on-market
purchase of EROAD ordinary shares, with the remaining
50% paid to directors in cash (after tax). Funds are
accumulated, and, on a quarterly basis, an independent
broker acquires shares during a defined trading window.
Directors have no discretion or influence over the timing
or execution of trades. Directors are responsible for
brokerage costs and personal tax obligations. Shares
must generally be held for the duration of a director’s
tenure and for six months thereafter, subject to limited
exceptions. The Company assists directors with applicable
disclosure requirements.
• Minimum Shareholding Requirements: The Board
encourages, but does not require, members of the senior
leadership team to hold shares in EROAD.
Further information on the People and Culture Committee,
including its responsibilities and FY26 meeting attendance, is
provided on pages 82 of this Annual Report.
Executive Remuneration Components
Executive remuneration comprises three parts: Total Fixed
Remuneration (TFR), STI, and LTI. For most executives, TFR
represents approximately 55% of the total remuneration
package, with STI and LTI comprising 17% and 28%
respectively. This opportunity reflects a balanced approach,
providing a competitive level of fixed remuneration while
ensuring a meaningful proportion of remuneration is
performance-linked.
Total Fixed Remuneration (TFR)
TFR comprises base salary and benefits and is benchmarked
against relevant market data, using independent survey
sources. Benefits are set with reference to local market
practice in each jurisdiction.
The performance of the CEO and executive team is reviewed
annually against agreed strategic and operational objectives.
Any adjustments to TFR are determined following this review
and are not automatic.
Variable Remuneration
STI Plan
The STI Plan links executive remuneration to annual Company
and individual performance. STI opportunities are expressed
as a percentage of base salary and may be delivered in cash or
shares at the Board’s discretion.
STI awards are discretionary. Achievement of performance
measures determines eligibility only and does not create an
entitlement to payment.
STI Plan payments
STI payments are discretionary and not guaranteed, even where performance criteria have been met. In FY26, the Board retained
discretion as to whether STI payments are made in cash or shares. In FY25, STI payments were made in cash.
Further detail on the CEO and Executive Team STI Plans is set out in the table below
.1
Short-Term Incentive (STI) Plan - FY26 Design
ELEMENTDETAILS
FY26 CEO STI PlanFY26 Executive STI Plan
Purpose
Rewards achievement of Board-approved key performance indicators that support delivery of
EROAD’s strategic and financial objectives.
Target opportunity up to 50% of base salary.up to 30%* of base salary
. 2
Performance periodFull financial year, 1 April 2025 - 31 March 2026
Performance
Measures and
Weightings
For FY26, the CEO’s STI outcome was based 100%
on financial performance, assessed against EROAD’s
performance across the following four equally weighted
metrics:
MetricsTargets
Reported Revenue$205m
SaaS Bookings$34m
EBIT$15.6m
Free Cash Flow (FCF)$16.4m
Performance as a
percentage (%) of
target
The aggregated threshold
for the financial metrics
needs to be over 85%
(i.e. the combination of
Revenue, SaaS bookings,
EBIT and FCF).
For FY26, Executive Team STI outcomes are generally
weighted:
• 50% to Group financial performance, assessed against
Reported Revenue, SaaS Bookings, EBIT, and FCF; and
• 50% to individual performance objectives
3.
MetricsTargets
Revenue$205m
SaaS Bookings$34m
EBIT$15.6m
Free Cash Flow (FCF)$16.4m
Performance as a
percentage (%) of
target
The aggregated threshold
for the financial metrics
needs to be over 85%
(i.e. the combination of
Revenue, SaaS bookings,
EBIT and FCF).
Performance
Thresholds and
Award Scaling
Performance must exceed an aggregated minimum
threshold of 85% across the relevant financial measures
for any award to be considered.
STI outcomes are calculated on a rateable straight-line
basis, with 85% performance corresponding to 85%
of target award and a maximum cap of 130% of target
award.
Performance level
Performance
as % of target
Award as a %
of target
Threshold85%85%
Performance must exceed an aggregated minimum
threshold of 85% across the relevant performance
measures for any award to be considered.
STI outcomes are calculated on a rateable straight-line
basis, with 85% performance corresponding to 85%
of target award and a maximum cap of 130% of target
award.
Performance level
Performance
as % of target
Award as a %
of target
Threshold85%85%
1Employees who are eligible to participate in sales commission arrangements are not typically invited to participate in EROAD’s STI Plan.
2 Executive STI is typically 30% of base salary. One executive has an ongoing STI of 35% of base salary to drive performance outcomes. Another executive had a
temporary STI increase to 50% for FY26 during a secondment.
3 For the Chief Revenue Officer, STI objectives are weighted 75% to individual sales-related performance metrics and 25% to Group financial performance against
the metrics of Reported Revenue, SaaS Bookings, EBIT and Free Cash Flow. For the EVP of Product and Engineering, STI objectives were weighted to 100%
individual performance metrics.
Each year, the Board, on the recommendation of the
People and Culture Committee, sets the STI framework
and performance measures (commencing 1 April). STI
awards are only considered where threshold performance is
achieved across Company financial performance, individual
performance, and health and safety outcomes. All STI
outcomes are subject to Board approval.
FY26 STI Plan
• Chief Executive Officer: STI outcomes are based 100% on
company financial performance, including Revenue, EBIT,
SaaS Bookings, and Free Cash Flow.
• Executives (excluding Chief Revenue Officer and EVP
Product and Engineering):
• 50% Company performance metrics (including Revenue,
EBIT, SaaS Bookings, and Free Cash Flow); and
• 50% individual performance objectives.
EROAD REMUNERATION REPORT 2026
9594
Setting of Objectives
Financial performance targets are set following completion of the annual budgeting process. Individual performance
objectives are agreed at the commencement of the performance year.
Objectives setFollowing completion of financial year budgets.
Performance
Assessment and
Approval
The People and Culture Committee assesses the CEO’s
performance and makes a recommendation to the Board.
The Board retains sole discretion to determine whether
performance conditions have been met and whether an
STI award is made.
The CEO assesses Executive performance and makes a
recommendation to the People and Culture Committee,
which then makes a recommendation to the Board.
The Board retains sole discretion to determine whether
performance conditions have been met and whether an
STI award is made.
STI payment
STI awards, if any, are paid on an annual basis following Board approval. Payments will be made within one month of
EROAD’s FY26 financial results being released to the market.
All STI awards are discretionary and not guaranteed, even where performance conditions are achieved.
FY26 Long-Term Incentive (LTI)
The LTI Plan sets the framework for performance measures,
vesting conditions and participant eligibility. It is reviewed
periodically to ensure alignment with EROAD’s strategy and
market practice.
Following an independent review, the LTI Plan was
restructured in FY24. For FY26, the financial performance
measure was updated to the Rule of 40, a metric that
balances revenue growth and profitability that is widely used
by technology investors.
For FY26, the LTI comprised three equally weighted
performance conditions: continued employment, relative
Total Shareholder Return (rTSR) measured against the
ASX All Technology Index (XTX), and the Rule of 40. These
measures were designed to support leadership continuity,
align outcomes with shareholder returns, and balance revenue
growth and profitability.
The Board is currently reviewing the LTI design to ensure it
continues to support EROAD’s strategic priorities. Based on
feedback from investors, it is proposing to remove the tenure-
based vesting condition and adopt a performance-focused
structure based on revenue and shareholder return.
LTI Grants
An LTI Grant represents the award made to participants in a
particular financial year under the LTI Plan. Each Grant has its
own grant date, performance conditions, performance period
(typically three years) and quantum.
LTI Grants are assessed independently and operate
concurrently. In FY26, three Grants were active at different
states of their performance periods (FY24, FY25 and FY26),
with PSRs issued under each Grant.
During FY26, EROAD issued:
• FY24 LTI Grant: 167,215 PSRs4
• FY25 LTI Grant: 2,053,942 PSRs5
• FY26 LTI Grant: 1,946,599 PSRs6
LTI Grant awards may be settled in shares or cash, with
settlement in shares preferred where capacity permits under
NZX Listing Rule 4.6.1.
Relative TSR Design
For FY26, rTSR was measured against the XTX, consistent with
prior grants. The NZX 50 was considered but not selected,
as its broader sector composition was not considered
comparable to EROAD’s business. Vesting commences at
the 40th percentile, reflecting the level of outperformance
required relative to a technology-focused peer group.
4 $326,955 remains as liability under the FY24 LTI Grant, subject to performance criteria being met. The Board intends to issue the remaining FY24 LTI award as
PSRs, subject to capacity under NZX Listing Rule 4.6.1.
5
$649,047 remains as liability under the FY25 LTI Grant, subject to performance criteria being met. The Board intends to issue the remaining FY25 LTI award as
PSRs, subject to capacity under NZX Listing Rule 4.6.1
6
$ 955,263 remains as liability under the FY26 LTI Grant, subject to performance criteria being met. The Board intends to issue the remaining FY26 LTI award as
PSRs, subject to capacity under NZX Listing Rule 4.6.1
ELEMENTDETAILS
Purpose
To reward and retain key executives and senior leaders for FY26, support delivery of EROAD’s strategic objectives, align
executive incentives with shareholder interests, and encourage long term decision-making and value creation.
Mechanism and
performance
period
Performance Share Rights (PSRs) granted in FY26 as part of a three-year incentive programme. Awards vest subject to
performance conditions and may be settled in shares or cash at the Board’s discretion7.
Performance
Metrics
Award typeWeightingVesting RationaleVesting Scale
Time-based
vesting
1/3 of total award
100% vests after
three years, subject
to continued
employment.
Supports retention and
leadership continuity
during execution of
EROAD’s long-term
strategy.
0% if not achieved
Relative Total
Shareholder
Return (rTSR)
1/3 of total award
Assessed over three
years against the ASX
All Technology Index
(XTX).
Aligns executive
outcomes with
long-term shareholder
value and relative
market performance.
• Below 40th percentile:
0% vesting
• 40th percentile: 50%
vesting
• 60th percentile: 150%
vesting
• 100th percentile:
200% vesting
Rule of 40
1/3 of total award
Assessed based on
performance over
the 12-month period
from 1 April 2027 to 31
March 2028.
Encourages execution
of EROAD’s long-term
strategy by balancing
revenue growth,
profitability and cash
generation.
From 85% to 130%, with
no vesting below the
85% threshold.
Opportunity
CEO: LTI opportunity of up to 100% of base salary.
Executive Team: LTI opportunity of up to 50% of base salary for the majority of Executive Team members.
Eligibility
Requirements
Under the FY26 LTI Plan, vesting is subject to the achievement of performance conditions and satisfaction of the Plan’s
eligibility requirements. Participants must remain employed by EROAD throughout the grant period
8
and must not be subject
to disqualifying disciplinary proceedings
9
. No vesting will occur where a Participant is terminated for cause.
Board
Discretion
Vesting and payments may be deferred at the Board’s discretion where exercise on the Vesting Date would result in a breach
of the Company’s constitution, the Listing Rules or applicable law or regulation. In such circumstances, share rights eligible
for vesting may be exercised up to the Termination Date once the Board is satisfied that exercise would not result in a breach;
otherwise, the rights will lapse.
Where a participant leaves the business and is determined by the Board to be a good leaver, they may retain their Cash
Entitlement and Share Rights for the relevant tranche, subject to any conditions determined by the Board, including
adjustment of the Vesting Date.
FY26 Long-Term Incentive (LTI) Plan - Key Terms
7
The Board intends to issue the FY26 LTI award as shares.
8
Continuous employment excludes any unpaid leave of absence exceeding 30 days, other than approved parental leave. Approved parental leave of up to six months
does not affect eligibility for the full Grant. Where approved parental leave extends beyond six months, the Grant will be eligible to vest on a pro rated basis, reflecting
the duration of the absence
9
A Participant will be deemed not to be employed for vesting purposes where disciplinary proceedings result in a finding of serious misconduct, or where ongoing
disciplinary proceedings may result in such a finding as at the final Vesting Date, unless the Board determines otherwise
EROAD REMUNERATION REPORT 2026
96 97
Variation of Terms
The Board may vary the terms of a participant’s participation
in the STI Plan or LTI Plan, with the agreement of the relevant
participant.
EROAD’s Director and Executive Remuneration Policy is
available on EROAD’s investor website at https://eroadglobal.
com/investors/.
EROAD’s remuneration framework applies to the Chief
Executive Officer and members of the executive leadership
team, together with wider employee remuneration
arrangements as applicable.
External and Independent Advice
Independent advice from Haigh & Company, obtained in
FY24 to benchmark executive remuneration against relevant
markets, continued to inform remuneration decisions in
FY25 and FY26, including by providing benchmarking data
to support the development and calibration of executive
remuneration. Market data was also sourced from Strategic
Pay in Australia and New Zealand, and from Insperity in
North America.
CEO Remuneration Arrangements and
Outcomes
Mark Heine
Mark Heine’s fixed remuneration remained unchanged at
$700,000 for FY26. Consistent with New Zealand-based
employees, he is entitled to subsidised healthcare and a 3%
employer Kiwisaver contribution.
Mr Heine was eligible to participate in the FY26 STI Plan,
with a maximum opportunity of 50% of base salary, and the
FY26 LTI Grant with a maximum opportunity of 100% of base
salary. STI awards may be delivered in cash or shares at the
Board’s discretion. All variable remuneration is subject to
performance conditions and Board discretion. Eligibility does
not constitute an entitlement to payment.
Mr Heine’s employment will end on 10 June 2026. In
connection with his departure, he will receive payment in lieu
of his notice period of $116,666.66 (less tax), together with all
outstanding salary and accrued leave to his termination date.
The Board has determined that Mr Heine will retain his PSRs
in full under the FY24 LTI grant (subject to performance
conditions), and on a pro-rated basis under the FY25 and
FY26 LTI Grants. Any vesting of retained PSRs remains
subject to the applicable performance conditions and Board
discretion. All other PSRs will lapse.
David Kenneson
David Kenneson stepped down as Co-Chief Executive Officer
on 31 October 2025. His fixed remuneration for FY26 was
USD $450,000. As a U.S.-based employee, he received
standard employment benefits, including a 3% employer
401(k) contribution, long-term disability and life insurance,
and healthcare subsidies.
Mr Kenneson was eligible to participate in the FY26 STI Plan
with a maximum opportunity of 50% of his base salary, and
the FY26 LTI Grant with a maximum opportunity of 100%
of his base salary. All variable remuneration was subject to
performance conditions and Board discretion, and eligibility
did not constitute an entitlement to payment. No STI
payment was made for FY26.
In connection with his departure, the Board approved the
accelerated vesting of a pro rated portion of Mr Kenneson’s
PSRs under the FY25 LTI Grant, reflecting performance
conditions accrued to date and in accordance with the Plan
Rules. All remaining PSRs lapsed on departure. Mr Kenneson
held no PSRs at the reporting date.
CEO remuneration mix
The remuneration mix for the CEO is as follows:
LTI Potential
40%
STI Potential
20%
Fixed Rem
40%
$-
$500,000
$1,000,000
$1,500,000
$2,000,000
$2,500,000
FixedAt 100% TargetMaximum
Scenario Chart - Mark Heine (NZD)
Base salarySTILTI
$-
$200,000
$400,000
$600,000
$800,000
$1,000,000
$1,200,000
$1,400,000
FixedAt 100% TargetMaximum
Base salarySTILTI
Scenario Chart - David Kenneson (USD)
$-
$500,000
$1,000,000
$1,500,000
$2,000,000
$2,500,000
FixedAt 100% TargetMaximum
Scenario Chart - Mark Heine (NZD)
Base salarySTILTI
$-
$200,000
$400,000
$600,000
$800,000
$1,000,000
$1,200,000
$1,400,000
FixedAt 100% TargetMaximum
Base salarySTILTI
Scenario Chart - David Kenneson (USD)
CEO Remuneration Outcomes
The table below summarises CEO remuneration outcomes for FY25 and FY26, including for former Co CEO David Kenneson. It
presents STI and LTI amounts paid in cash or vested in shares during each financial year.
10
Gross Fixed Remuneration includes base salary payments and other benefits such as Kiwisaver contribution paid at 3%, annual leave entitlements, backpay due to
pay increases and additional allowances e.g. “higher duties allowance”.
11
S TI Plan payment relates to the FY24 reporting period and was issued to Mark Heine in June 2024, in the form of shares. The stated value represents the market
value of the shares issued to Mark Heine, calculated using the VWAP of ordinary shares on the NZX over the 10 day period following the release of EROAD’s FY24
results to the market.
12
Gross Fixed Remuneration includes base salary and other benefits such as a 3% employer 401(k) contribution, long-term disability and life insurance, and
healthcare subsidies.
13
Mr Kenneson was awarded 457,253 PSRs as part of his sign on bonus arrangements. All of these these PSRs vested on 5 March 2025, resulting in Mr Kenneson
receiving 251,686 ordinary shares, valued at NZD$265,080 (being the net number of shares Mr Kenneson was entitled to after accounting for his resulting tax
liability which has been met by EROAD)
14
STI Plan payment relates to the FY25 reporting period and was paid to Mr Heine in June 2025.
15
STI Plan payment relates to the FY25 reporting period and was paid to Mr Kenneson in June 2025.
16
F ollowing Board approved accelerated vesting of PSRs issued to Mr Kennson under his FY25 LTI grant, 117,671 ordinary shares were issued to Mr Kenneson, valued
at NZD$251,815 (being the net number of shares Mr Kenneson was entitled to after accounting for his resulting tax liability which has been met by EROAD).
17
22% represents the proportion of Mr Kenneson’s FY25 LTI grant that vested following Board-approved accelearated vesting in connection with his departure. All
remaining entitlements lapsed.
18
Represents the 10 day VWAP in NZD as at the vesting date.
19
Other variable remuneration comprises payments to Mr Kenneson for accrued annual leave paid on cessation of employment, a leave payment, and a day-rate
payment to satisfy his minimum contractual notice period.
YearCEO
Gross Fixed
Remune-
ration
STI PlanLTI Plan
Other
Variable
Remune-
ration
Total
Value of
Variable
Remune-
ration
Total
Remune-
ration
Earned
STI Plan
award paid
Amount
paid
as % of
maximum
award
under STI
Plan
Value of LTI
Plan grant
Vested
Amount
paid
as % of
maximum
grant
under LTI
Plan
Price per
share at
vesting
date
FY25Mark Heine
10
$700,505$239,189
11
89%$239,189$939,694
FY25
David
Kenneson
12
$767,029-----$265,080
13
$265,080$1,032,109
FY26Mark Heine$767,225.67$378,813
14
108.23%---$378,813-$1,146,068.67
FY26
David
Kenneson
$415,024$414,638
15
108.23%$251,815
16
22%
17
$2.14
18
$245,950
19
$912,403$1,327,427
CEO FY26 remuneration scenarios
The chart below illustrates the potential range and composition of the CEO’s remuneration under targets and maximum
performance outcomes. Actual STI and LTI outcomes will depend on performance against the relevant measures and may differ
from the amounts shown.
EROAD REMUNERATION REPORT 2026
98 99
20
STI Plan payment relates to the FY25 reporting period and was paid to Mark Heine in June 2025.
CEO STI Plan Outcomes
The table below summarises CEO STI outcomes for FY25 and FY26, including FY25 payments made in FY26.
Following the Board’s assessment of performance, and in the exercise of its discretion under the STI Plan, no STI payments will be
made to the CEO or former Co CEO for FY26, reflecting the Company’s current operating environment.
Mark HeineSTI TargetSTI AwardedEarned
% Earned of
Awarded
% of Target
Awarded
FY25
Up to 50% of
base salary
$350,000108.23%$378,813
20
$378,813108.23%108.23%
FY26
Up to 50% of
base salary
$350,0000%$0$0$0$0
David
Kenneson
STI TargetSTI AwardedEarned
% Earned of
Awarded
% of Target
Awarded
FY25
Up to 50% of
base salary
USD$225,000108.23%USD$243,523USD$243,523100%108.23%
FY26
Up to 50% of
base salary
USD$225,000$0$0$0$0$0
FY25 Performance HurdlesSTI Weighting
Core financial targets – revenue, EBIT and free cash flow 100%
CEO LTI Plan Outcomes
FY24, FY25 and FY26 LTI Plan Performance Outcomes
The table below summarises the potential remuneration available to the CEO under the FY24, FY25 and FY26 LTI Grants,
assuming 100% achievement of the applicable performance hurdles. It also outlines the LTI awards earned to date for each Grant.
Blank fields indicate performance conditions that have not yet been assessed.
These tables show performance against the relevant hurdles to date and do not reflect actual vesting outcomes. The amounts
presented are based on achievement measured against the cash values at grant date and do not represent the cash value of
any PSRs that may ultimately vest, as this will depend on the share price at the time of vesting. Accordingly, the amounts shown
should not be interpreted as amounts that will be received.
In connection with his departure, the Board agreed that Mr Heine would retain the PSRs issued to him under his FY24 LTI Grant
with vesting of the TSR performance hurdle to be assessed following release of the FY26 results to NZX and ASX, noting that rTSR
outcomes are assessed 10 trading days following the release of EROAD’s FY26 results, based on TSR performance over the period
from 1 April 2023 to 10 June 2026, calculated using 10 day VWAPs and ranked against the S&P/ASX All Technology Index (XTX). In
addition, in connection with his departure, the Board has agreed that accelerate vesting of the PSRs issued to Mr Heine under his
FY25 LTI Grant, with the financial results performance hurdle to be determined following release of EROAD’s FY26 results to NZX
and ASX. The final number of PSRs issued to Mr Heine under the FY24 and FY25 LTI Grants that will vest is therefore yet to be
determined by the Board.
Mr Kenneson held no PSRs as at the reporting date. The tables below reflect the vested portions of Mr Kenneson’s PSRs, which
were vested in accordance with the outcomes as disclosed on page 103 (net of Mr Kenneson’s resulting tax liabilities that were
met by EROAD).
FY24 LTI Grant - Mark Heine (NZD)
Tenure
TSR
performance
Financial ResultsTOTAL
FY24FY25FY26FY24-FY26FY24FY25FY26FY24-FY26FY24-FY26
At 100% Target
(NZD)
$77,778 $77,778 $77,778 $233,333 $46,667 $46,667 $46,667 $93,333 $700,000
Earned and Accrued
Value (NZD)
$77,778 $77,778$77,778
To be
determined
21
$56,467
22
$50,508
23
$0$0$340,309
FY25 LTI Grant - Mark Heine
Tenure
rTSR
performance
Financial ResultsTOTAL
FY25FY26FY27FY25-FY27FY25FY26FY27FY25-FY27FY25-FY27
At 100% Target
(NZD)
$77,778 $77,778 $77,778 $233,333 $46,667 $46,667 $46,667 $93,333 $700,000
Earned and Accrued
Value (NZD)
$77,778 $77,778$0$0 $50,508 $0$0$0$206,064
21
rTSR outcomes are assessed 10 trading days following the release of EROAD’s FY26 results, based on TSR performance over the period from 1 April 2023 to 10
June 2026, calculated using 10 day VWAPs and ranked against the S&P/ASX All Technology Index (XTX).
22
Financial targets were weighted 100%, with a stretch target of up to 130%. A 121% weighted performance target was achieved.
23
Financial targets were weighted 100%, with a stretch target of up to 130%. A 108.23% weighted performance target was achieved.
EROAD REMUNERATION REPORT 2026
100 101
FY26 LTI Grant - Mark Heine (NZD)
Tenure
rTSR
performance
Financial ResultsTOTAL
FY26FY27FY28FY26-FY28FY26FY27FY28FY26-FY28FY26-FY28
At 100% Target
(NZD)
$77,778 $77,778 $77,778 $233,333 $46,667 $46,667 $46,667 $93,333 $700,000
Earned and Accrued
(NZD)
$77,778 $0$0$0$0$0$0$0$77,778
FY25 LTI Grant - David Kenneson (USD)
Tenure
TSR
performance
Financial ResultsTOTAL
FY25FY26FY27FY25-FY27FY25FY26FY27FY25-FY27FY25-FY27
At 100%
Target (USD)
$50,000 $50,000$50,000 $150,000 $30,000 $30,000 $30,000 $60,000 $450,000
Earned and Eligible
for Vesting in FY26
(USD)
$50,000 $16,667$0$0$32,469$0$0$0$99,136
FY26 LTI Grant - David Kenneson (USD)
Tenure
TSR
performance
Financial ResultsTOTAL
FY26FY27FY28FY26-FY28FY26FY27FY28FY26-FY28FY26-FY28
At 100%
Target (USD)
$50,000 $50,000$50,000 $150,000 $30,000 $30,000 $30,000 $60,000 $450,000
Earned and Eligible
for Vesting in FY26
(USD)
$0$0$0$0$0$0$0$0$0
PSRs Granted to CEO Mark Heine during FY26
The table below summarises the outstanding PSRs granted to and held by CEO Mark Heine as at 31 March 2026, in respect of the
FY24 LTI Grant, FY25 LTI Grant and FY26 LTI Grant.
PSR
Grant
PSR
Grant
date
Vesting
date
Balance
of PSRs
at 31
March
2025
under
Grant
Granted during the
reporting period
PSRs vested/
lapsed in relation
to the reporting
period
Shares issued in relation to
the reporting period
Balance
of PSRs at
31 March
2026
under
Grant
PSRs
granted
Market
Price per
share
at grant
date
PSRs
lapsed
PSRs
vested
Shares
issued
following
vesting
Market
Price per
share
at issue
date
Issue
date
FY24 LTI
Grant
6 July 2023
31 March
2026
508,25165,149$1.01N /AN /AN /AN/aN /A573,400
FY25 LTI
Grant
3 October
2024
31 March
2027
303,030368,625$0.77N /AN /AN /AN /AN /A671,655
FY26 LTI
Grant
5 December
2025
31 March
2028
-476,190$0.98N /A476,190
Total balance of PSRs issued to Mark Heine as at 31 March 20261,721,245
24
PSRs Granted to former Co-CEO David Kenneson during FY26
The table below summarises the PSRs granted to former Co-CEO David Kenneson during FY26.
PSR
Grant
PSR
Grant
date
Vesting
date
Balance
of PSRs
at 31
March
2025
Granted during the
reporting period
PSRs vested/
lapsed in relation
to the reporting
period
Shares issued in relation to the
reporting period
Balance
of PSRs
at 31
March
2026
PSRs
granted
Market
Price per
share
at grant
date
PSRs
lapsed
PSRs
vested
Shares
issued
following
vesting
Market
Price per
share
at issue
date
Issue
date
FY25 LTI
Grant
6 July
2023
31 March
2026
314,202377,043$1.01573,574117,671N /AN /AN /A0
24
T he PSR figures presented reflect the number of rights granted based on target entitlements at the time of issue. These figures do not represent the number of
shares that will ultimately vest. Vesting is subject to performance conditions and may be significantly lower, including nil, and may also be reduced to reflect tax
obligations. Accordingly, the amounts shown should not be interpreted as amounts that will be received.
EROAD REMUNERATION REPORT 2026
102 103
CEO employment conditions
ItemDetails
Basis of contractOngoing (no fixed term)
Notice period6 months by either party
Termination payment entitlements
For no fault termination or redundancy, unless otherwise agreed between the parties, the CEO will
receive 6 months’ notice and pay in lieu of a severance payment equivalent to 6 months base salary
and STI and LTI Plan awards may be paid out at the Board’s discretion.
Base salarySubject to annual review (but no adjustments to base salary are guaranteed).
ESG Disclosures
Gender Pay Gap and Pay Equity
EROAD’s gender pay gap for FY26 was 16.8% on a median basis and 23.0% on a weighted mean basis, measured across all
employees and regions
25
. The Board is not satisfied with these numbers and is committed to addressing them. More information
about EROAD’s gender composition of Directors and Officers is a available at page 80.
Pay Ratio
The ratio of total annual remuneration for EROAD’s highest paid individual to the median annual remuneration of all other
employees was 18:1 for FY26. The Board acknowledges that this ratio reflects a remuneration structure that is no longer in
place. The Co-CEOs, identified as the highest paid individuals during the year, are either no longer employed by EROAD or
outgoing, and the Board considers that the pay ratio going forward will be more reflective of the disciplined, performance-
based remuneration framework now being embedded across the organisation.
Employee Remuneration
The following table sets out the number of current and
former employees (other than employees who are directors)
whose entitlement to remuneration and other benefits
for FY26 was above NZ$100,000 in value. The “ceased
employment” column represents the number of individuals
within each remuneration band who had ceased employment
as at the balance date. These individuals do not represent
ongoing employee costs.
EROAD has employees in New Zealand, the United States,
Australia and The Philippines with remuneration market
levels that differ between the three countries. Of EROAD’s
321 employees noted in the table below who received
remuneration and other benefits that exceed NZ $100,000 in
value, 83 (26%) are employed by EROAD in the United States
of America, 26 (8%) in Australia, 2 (1%) in The Philippines,
and 210 (65%) in New Zealand. The overseas remuneration
amounts in US dollars, Philippines peso, and Australian
dollars are converted into New Zealand dollars at rates of
0.587, 33.905 and 0.888 respectively.
NZ$ TotalCeased
employment
100,00-110,000186
110,000-120,000262
120,000-130,000252
130,000-140,00026
140,000-150,000273
150,000-160,00030
160,000-170,000171
170,000-180,000272
180,000-190,000171
190,000-200,00014
200,000-210,00011
210,000-220,00071
220,000-230,00091
230,000-240,0004
240,000-250,00061
250,000-260,00051
260,000-270,00081
270,000-280,00071
280,000-290,00031
290,000-300,0002
300,000-310,0002
310,000-320,0002
320,000-330,0001
330,000-340,0003
340,000-350,0001
350,000-360,0001
360,000-370,00042
370,000-380,0003
410,000-420,00011
420,000-430,0001
440,000-450,0002
510,000-520,0001
580,000-590,00021
630,000-640,00011
670,000-680,0002*
680,000-690,0001
760,000-770,00011
860,000-870,00011
1,140,000-1,150,0001*
1,550,000-1,560,00011
TOTAL32133
* One individual in each of these bands resigned during
the period.
25
T he median pay gap represents the difference between the midpoint remuneration of male and female employees. The weighted mean pay gap represents the
difference in average remuneration across all employees and is more influenced by the distribution of higher-paid roles.
EROAD REMUNERATION REPORT 2026
104 105
DIRECTOR REMUNERATION
The People and Culture Committee oversees EROAD’s director remuneration framework, which is designed to attract and retain
appropriately experienced directors and support effective governance and long-term shareholder value.
Non-executive director and committee Chair fees are set with reference to market benchmarks for comparable listed companies
in New Zealand, Australia, and the United States. In FY22, EROAD sought independent external advice from PwC in relation to its
director remuneration policy and practices, including benchmarking against relevant markets, and this advice has continued to
inform the setting of director remuneration.
EROAD’s Director and Executive Remuneration Policy is available on the Company’s investor website at https://eroadglobal.
com/investors/. There were no material changes to the Director Remuneration Policy in FY26. However, the Board introduced a
Directors’ Fixed Trading Plan during the year.
The directors who held office during FY26 are listed below.
Position Country of residence
Period position was
held during FY26
John ScottExecutive Director, ChairNew Zealand
Independent Director until 17
October 2025 and Executive Chair
from 17 October 2025
David Green
Independent Director,
Lead Independent Director
New Zealand
Full year, Lead Independent
Director from 17 October 2025
Susan PatersonIndependent DirectorNew Zealand
Full year
(Chair until 17 October 2025)
Sara GiffordIndependent DirectorUnited States of AmericaFull year
Barry EinsigIndependent DirectorUnited States of AmericaFull year
Cameron KinlochIndependent DirectorUnited States of AmericaUntil 2 March 2026
In 2024, the director fee pool was increased to $900,000 (and remains the same size) in accordance with NZX Listing Rule 2.11.3
to reflect the increased Board size.
In line with EROAD’s Remuneration Policy, non-executive directors do not receive performance-based remuneration, and no
retirement benefits are provided to directors or executive employees.
DIRECTORS’ FIXED TRADING PLAN (FTP)
In FY26, EROAD implemented a Fixed Trading Plan (FTP) to strengthen alignment between directors and shareholders. Under
the FTP, 50% of each director’s accrued remuneration is paid in cash, with the remaining 50% (after tax) used to acquire EROAD
ordinary shares on market on a quarterly basis through an appointed broker. Trades occur within predefined trading windows,
and directors have no discretion over the timing or execution of purchases.
Fees payable to each director, including amounts allocated to the FTP are set out below. John Scott’s consultancy fees, payable
during his temporary executive capacity, are also included within the FTP on the same basis. Shareholdings acquired under the
FTP are disclosed in the “Directors’ Shareholdings” section of this report.
Country of residence
Executive
Chair
Director
Finance, Risk and
Audit Committee
Chair
People and Culture
Committee Chair
Nominations
Committee Chair
Technology
Committee Chair
New Zealand ($NZD)$106,250
26
$106,250
27
$35,416.67
28
$35,416.67
29
-
United States ($USD)USD$61,625
30
-USD$20,541.66
31
The director fee pool includes unallocated capacity to accommodate additional responsibilities undertaken by non-executive
directors.
In FY26, Board fees were updated within the approved fee pool, including an increase to the Chair’s fee to reflect John Scott’s
expanded responsibilities during his period as Executive Chair.
Mr Scott also received consultancy fees, which were paid outside the director fee pool. No other additional remuneration was paid
to directors.
The table below sets out the fees paid to for the year ended 31 March 2026. Amounts include fees allocated under the FTP and are
presented in NZD unless otherwise stated.
26
In October 2025, the former Board Chair fee of $150,000 (covering both the Chair role and director fees) was revised following John Scott’s appointment
as Executive Chair, reflecting the additional responsibilities of that role. From 17 October 2025, Board fees were updated to reflect the increased level of
engagement. John Scott’s total remuneration of $212,500 comprises an Executive Chair fee of $106,250 and a director fee of $106,250.
27
R evised on 17 October 2025 from the former director fee of $95,000 to reflect the increased level of Board engagement.
28
Revised on 17 October 2025 from the former FRAC Chair fee of $15,000 to reflect the increased level of Board engagement.
29
R evised on 17 October 2025 from the former PCC Chair fee of USD$12,000 to reflect the increased level of Board engagement.
30
R evised on 17 October 2025 from the former director fee of USD$95,000 to reflect the increased level of Board engagement.
31
R evised on 17 October 2025 from the former TC Chair fee of USD$12,000 to reflect the increased level of Board engagement.
EROAD REMUNERATION REPORT 2026
106 107
Director
Base director
fee
Consultancy
fee
Chair
fee
Fee for
Finance,
Risk and
Audit
Committee
Chair
Fee for People
and Culture
Committee
Chair
Fee for
Technology
Committee
Chair
Total
Remuneration
Received for
FY26
John Scott
32
(Independent Director
until 17 October 2025 and
Board Chair and Executive
Director from 17 October)
$91,714.48$171,920.80$44,270.84$307,906.11
David Green
(Independent Director and
Lead Independent Director
from 17 October 2025)
$107,604.14$24,765.89$132,370.02
Susan Paterson
(Board Chair until 17
October 2025 and People
and Culture Committee
Chair from 17 October
2025)
$44,270.84$87,163.98$14,756.95$146,191.76
Sara Gifford
(People & Culture
Committee Chair until
17 October 2025 and
Technology Committee
Chair from 17 October
2025)
USD$80,635.44
33
USD$7,000.00
34
USD$8,599.03
35
USD$96,194.47
36
Barry Einsig
(Technology Committee
Chair until 17 October 2025)
USD$79,807.13
37
USD$7,000.00
38
USD$86,807.13
39
Cameron Kinloch
(Director until 2 March
2026)
USD$75,681.62USD$75,681.62
Non-executive directors are entitled to reimbursement of reasonable expenses incurred in connection with Board duties.
No EROAD director or employee receives remuneration or other benefits in respect of directorships of subsidiary companies.
32
As announced on 17 October 2025, John Scott receives $106,250 as a Director and $106,250 as Chair. In addition, for his temporary executive responsibilities, Mr
Scott has entered into a consultancy agreement with EROAD, under which he receives a weekly fee of $7,913 (excluding GST) for a period of up to nine months.
The consultancy fee is aligned with prevailing market rates for comparable advisory services.
33
Base fees paid to Sara Gifford were $136,686.84(NZD).
34
Chair fees paid to Sara Gifford were $11,854.66(NZD).
35
Chair fees paid to Sara Gifford were $14,562.31(NZD).
36
Total director fees paid to Sara Gifford were $163,104.15(NZD).
37
Base fees paid to Barry Einsig were $135,237.15(NZD).
38
Chair fees paid to Barry Einsig were $11,851.60(NZD).
39
Total director fees paid to Barry Einsig were $147,088.74(NZD).
108 109
EROAD REMUNERATION REPORT 2026
REGULATORY DISCLOSURES
110 111
EROAD ANNUAL REPORT 2026
DIRECTORS
The persons who held office as directors of EROAD at any
time during the year ended 31 March 2026, are as follows:
DirectorStatus
Period position
was held
John Scott
Executive Director,
Chair
Independent Director
until 17 October 2025
and Executive Chair
from 17 October 2025
David Green
Independent Director,
Lead Independent
Director
Full year, Lead
Independent Director
from 17 October 2025
Susan Paterson Independent Director
Full year (Chair until
17 October 2025)
Sara Gifford Independent Director Full year
Barry Einsig Independent Director Full year
Cameron
Kinloch
Independent Director Until 2 March 2026
SUBSIDIARY COMPANY DIRECTORS
The persons who held office as directors of subsidiary
companies at any time during the year ended 31 March 2026
are as follows:
EROAD Financial
Services Limited
Ksenija Chobanovich
EROAD Australia Pty
Limited
Konrad Stempniak, Ksenija Chobanovich
EROAD IncKsenija Chobanovich
EROAD LTI Trustee
Limited
Ksenija Chobanovich
Coretex LimitedKonrad Stempniak, Ksenija Chobanovich
Coretex NZ LimitedKonrad Stempniak, Ksenija Chobanovich
Coretex Australia
Pty Ltd
Konrad Stempniak, Ksenija Chobanovich
Coretex USA IncKsenija Chobanovich
Imarda Pty LimitedKonrad Stempniak, Ksenija Chobanovich
International
Telematics Holdings
Limited
Konrad Stempniak, Ksenija Chobanovich
EROAD Philippines
Inc
Ksenija Chobanovich, Jeremy Wilton
INTERESTS REGISTER
In accordance with section 140(2) of the Companies Act,
the directors named below have made a general disclosure
of interest by a general notice disclosed to the Board and
entered in the Company’s interests register. General notices
given by directors which remain current as at 31 March 2026
are as follows, with entries made during the year ended 31
March 2026 denoted with. (*):
John Scott
DirectorAofrio Limited
Director (Chair)Vessev Limited
Director (Chair )Digital Matter Pty Ltd
DirectorNumber8workshop Limited
DirectorGentrack Group Ltd
DirectorHikoterra Limited
Ceased Director Asbuilt Holdings Limited
David Green
Director and
Shareholder
Abner & Hobson Limited
Director (Chair)BT Funds Management (NZ) Limited
Director and
Shareholder
Casa Verde Investments Limited
DirectorStride Property Limited
DirectorStride Holdings Limited
DirectorStride Investment Management Limited
Director and member
of the Board Risk
and Compliance
Committee and Chair
of the Board Audit
Committee
Westpac New Zealand Limited
Ceased Director MyFarm UF1 GP Limited
Susan Paterson
Director and
Shareholder
Les Mills Holdings Limited
DirectorLodestone Energy
DirectorReserve Bank of New Zealand
Director (Chair )Steel & Tube Holdings Limited
Director (Chair) and
Shareholder
Theta Systems Limited
Ceased Director Energy Education Trust Nominees Limited
Sara Gifford
Co-Founder, Director
and Shareholder
ActiVote Inc
DirectorNational Civil League
Barry Einsig
Founder, Director
and Shareholder
Barry C. Einsig Advisory Services LLC
Cameron Kinlochresigned 2 March 2026
Director and
Shareholder
Copper Cow Coffee
DirectorThe Clean Cubes Inc*
40
As at the date of this report, Ampfield Management L.P. holds 15.3% of EROAD’s shares.
112 113
EROAD ANNUAL REPORT 2026
DIRECTORS’ AND OFFICERS’ INSURANCE
AND INDEMNITY
EROAD maintains directors’ and officers’ liability insurance
in accordance with the Company’s constitution. Together
with a Deed of Indemnity entered into with each director, this
provides protection so that directors generally do not incur
personal financial loss for actions taken in the course of their
duties. However, certain matters, such as penalties or fines
arising from legal breaches, are expressly excluded from this
protection.
DIRECTORS RELEVANT INTERESTS
The following directors held relevant interests in the
following ordinary shares in the Company as at 31 March
2026:
NameNature of interest
Ordinary
shares
John Scott
Registered holder and
beneficial owner
108,630
David Green
Registered holder and
beneficial owner
182,154
Susan Paterson
Registered holder and
beneficial owner
179,611
Sara Gifford
Registered holder and
beneficial owner
367,719
Barry Einsig
Registered holder and
beneficial owner
87,781
ANNUAL SHAREHOLDERS’ MEETING
EROAD’s 2026 Annual Shareholders’ Meeting will be held on 24 June 2026 at 3:00pm at EROAD Office, Level 3, 260 Oteha Valley
Road, Albany, Auckland 0632, New Zealand and virtually via audio visual link.
SHAREHOLDER INFORMATION
Holding Range Number of holders% of Holders
Number of
ordinary shares
% of Ordinary Shares
1 to 9991,174 31.88 4 67, 2 76 0.25
1,000 to 4,9991,323 35.92 3,070,477 1.63
5,000 to 9,999413 11.21 2,815,873 1.5
10,000 to 49,999593 16.1 12,064,200 6.42
50,000 to 99,99977 2.09 5,173,393 2.75
100,000 and over103 2.8 164,375,598 8 7. 4 5
Total3,683 100 187,966,817100
The details set out above were as at 31 March 2026. The Company only has one class of shares on issue, ordinary shares, and these
shares are quoted on the NZX and ASX Main Boards.
SUBSTANTIAL PRODUCT HOLDERS
According to notices given under the FMC Act, the substantial product holders in ordinary shares (being the only class of quoted
voting products) of the Company and their relevant interests according to the substantial product holder noticed filed as at 31
March 2026, were as follows:
Substantial product holder Date of last SPH Notice
Number
of shares
% of shares on issue at
31 March 2026
Ampfield Management, L.P. 30/03/2026 12,209,507 6.50%
40
State Street Australia Ltd ACF Australian Ethical Investment 03/11/2025 28,177,888 15.025%
Regal Funds Management Pty Ltd 03/11/2025 2 7, 2 7 7, 5 5 3 14.541%
Ellerston Capital Limited 06/08/2025 15,683,399 8.37%
Steven Newman and NMC Trustees Limited 13/06/2025 10,020,952 5.347%
Accident Compensation Corporation 16/06/2025 10,046,793 5.361%
The total number of ordinary shares (being the only class of quoted voting products) on issue in the Company as at 31 March 2026
was 187,966,817.
SHAREHOLDER INFORMATION
SHARE DEALINGS BY DIRECTORS
In accordance with section 148(2) of the Companies Act, the
Board has received disclosures from the directors named
below of acquisitions or dispositions of relevant interests in
the Company between 1 April 2025 and 31 March 2026, and
details of those dealings were entered in the Company’s
interest register. The acquisitions were undertaken in
accordance with director fixed trading plans, as described in
the Remuneration Report. The particulars of such disclosures
are:
John Scott
1. Acquired 53,630 ordinary shares at $0.88 on 2 March 2026,
3 March 2026 and 4 March 2026. He is the registered holder
and beneficial owner of these shares.
David Green
1. Acquired 12,154 ordinary shares at $0.88 per share on 2
March 2026, 3 March 2026 and 4 March 2026. He is the
registered holder and beneficial owner of these shares.
Susan Paterson
1. Acquired 12,154 ordinary shares at $0.88 per share on 2
March 2026, 3 March 2026 and 4 March 2026. She is the
registered holder and beneficial owner of these shares.
Sara Gifford
1. Acquired 10,577 ordinary shares at $0.88 per share on 2
March 2026, 3 March 2026 and 4 March 2026. She is the
registered holder and beneficial owner of these shares.
Barry Einsig
1. Acquired 14,690 ordinary shares at $0.88 per share on 2
March 2026, 3 March 2026 and 4 March 2026. He is the
registered holder and beneficial owner of these shares.
Use of Company Information
There were no notices from directors of the Company
requesting to use Company information received in their
capacity as directors that would not otherwise have been
available to them.
114 115
EROAD ANNUAL REPORT 2026
NZX WAIVERS
No waivers were granted during FY26.
DISCIPLINARY ACTION TAKEN BY THE NZX
The NZX has not taken any disciplinary action against the
Company during the year ended 31 March 2026.
AUDITOR’S FEES
KPMG has continued to act as auditor of EROAD and
our subsidiaries. The amount paid by EROAD and our
subsidiaries to KPMG as audit fees and other assurance fees
during the year ended 31 March 2026 was $1.0m. The amount
of fees expensed to KPMG for non-audit and assurance
work during the year ended 31 March 2026 was $0.2m. The
Financial Statements section of this Annual Report includes a
detailed breakdown of auditor’s fees for audit and non-audit
work recognised in the financial statements.
DONATIONS
EROAD does not make any donations, nor do any of
EROAD’s subsidiaries.
CREDIT RATING
EROAD does not currently have a credit rating.
OTHER INFORMATION
PRINCIPAL SHAREHOLDERS
The names and holdings of the 20 largest registered shareholders in the Company as at 31 March 2026 were:
Holder NameShares%
HSBC Custody Nominees (Australia) Limited41,555,127 22.10
HSBC Nominees (New Zealand) Limited A/C State Street 17,823,869 9.48
Accident Compensation Corporation 10,769,6745.73
HSBC Custody Nominees (Australia) Limited 10,597,644 5.64
Citicorp Nominees Pty Limited 10,342,580 5.50
Anthony Henry Kandziora 7,802,873 4.15
HSBC Custody Nominees (Australia) Limited <A/C 2> 7,718,492 4.11
JP Morgan Nominees Australia Limited 7,051,7554.05
NMC Trustees Limited <Nmc Investment A/C> 6,853,024 3.65
Ubs Nominees Pty Limited6,455,7143.43
New Zealand Depository Nominee Limited <A/C 1 Cash Account>3,874,9152.06
Mirrabooka Investments Limited2,145,0001.14
Bond Street Custodians Limited <Salter - D79836 A/C>2,000,0001.06
FNZ Custodians Limited1,905,6351.01
Warbont Nominees Pty Ltd <Unpaid Entrepot A/C>1,749,6300.93
HSBC Custody Nominees (Australia) Limited <Gsi Eda A/C>1,000,0000.53
Custodial Services Limited <A/C 4>889,3320.47
JBWERE (NZ) Nominees Limited <Nz Resident A/C>845,5330.45
HSBC Nominees (New Zealand) Limited - NZCSD <HKBN90>844,2120.45
John Grant Sinclair812,8610.43
116 117
EROAD ANNUAL REPORT 2026
GLOSSARY
ANNUALISED RECURRING REVENUE
(ARR)
A non-GAAP measure representing monthly subscription
revenue including bundled rental hardware, measured
each month by taking subscription revenue for that month
and multiplying by 12 to annualise. This measure has been
restated to remove amortised revenue which is not recurring
by nature.
ASSET RETENTION RATE
The number of Total Contracted Units at the beginning of
the 12 month period and retained as Total Contracted Units
at the end of the 12 month period, as a percentage of Total
Contracted Units at the beginning of the 12 month period.
AVERAGE REVENUE PER UNIT (ARPU)
A non-GAAP measure that is calculated by dividing the total
subscription revenue for the year reported.
COSTS TO ACQUIRE CUSTOMERS (CAC)
A non-GAAP measure of costs to acquire customers. Total
CAC represents all sales & marketing related costs. CAC
capitalised includes incremental sales commissions for new
sales, upgrades and renewals which are capitalised and
amortised over the life of the contract. All other CAC related
costs are expensed when incurred and included within CAC
expensed.
COSTS TO SERVICE & SUPPORT (CTS)
A non-GAAP measure of costs to support and service
customers. Total CTS represents all customer success
and product support costs. These costs are included in
Administrative and other Operating Expenses.
EBIT
A non-GAAP measure representing Earnings before Interest
and Taxation (EBIT). Refer to Consolidated Statement of
Comprehensive Income in Financial Statements.
EBITDA
A non-GAAP measure representing Earnings before Interest,
Taxation, Depreciation and Amortisation (EBITDA).
ELECTRONIC LOGGING DEVICE (ELD)
An electronic solution that synchronises with a vehicle engine
to automatically record driving time and hours of service
records.
ENTERPRISE
A customer where the $ARR is more than $100k in local
currency for the Financial year reported.
FREE CASH FLOW (FCF)
A non-GAAP measure representing operating cash flow and
investing cash flow reported in the Statement of Cash Flows.
FREE CASH FLOW TO THE FIRM
A non-GAAP measure representing operating cash flow and
investing cash flow net of interest paid and received. For the
purposes of this presentation, payments for the acquisition of
Coretex have been excluded.
FY (FINANCIAL YEAR)
Financial year ended 31 March.
HALF ONE (H1)
For the six months ended 30 September.
HALF TWO (H2)
For the six months ended 31 March.
NORMALISED EBIT
Excludes impairment to North American goodwill, intangible
and other assets $134.7m (FY25 nil), change in accounting
estimates $18.2m (FY25 nil), one-off costs related to the 4G
hardware upgrade program $2.9m (FY25 $4.0m), patent
litigation $1.7m (FY25 nil) and transformation (net of savings)
$1.3m (FY25 nil).
NORMALISED FCF
Excludes one-off 4G hardware upgrade program costs of
$14.3m (FY25 $7.6m)
ROAD USER CHARGES (RUC)
In New Zealand, RUC is applicable to Heavy Vehicles and all
vehicles powered by a fuel not taxed at source. The charges
are paid into a fund called the National Land Transport Fund,
which is controlled by NZTA, and go towards the cost of
repairing the roads.
SAAS
Software as a Service, a method of software delivery in
which software is accessed online via a subscription rather
than bought and installed on individual computers.
SERVICEABLE ADDRESSABLE MARKET
(SAM)
The portion of the TAM targeted by a company’s products,
services, capabilities, and go-to-market strategy. It reflects
the opportunity realistically within reach.
TOTAL ADDRESSABLE MARKET (TAM)
The total revenue opportunity available for a product or
service, assuming 100% market share within all relevant
segments and geographies.
TAM & SAM METHODOLOGY
EROAD calculates TAM and SAM using a combination
of public industry data (including fleet sizes, vehicle
registrations, and transport sector statistics) and internal
analysis. Our approach includes proprietary segmentation
based on fleet type, region, and industry verticals, combined
with representative pricing for each solution set.
UNIT
A communication device fitted in-cab or on a trailer. Where
there is more than one unit fitted in-cab or on a trailer, it is
counted as one unit (excluding Philips Connect).
118 119
EROAD ANNUAL REPORT 2026EROAD ANNUAL REPORT 2026
DIRECTORY
Registered Office
in New Zealand
Level 3, 260 Oteha Valley Road,
Albany, Auckland, New Zealand
Managing your
Shareholding Online
Changes in address and investment portfolios
can be viewed and updated online:
www.computershare.co.nz/investorcentre.
You will need your CSN and FIN numbers to
access this service.
Registered Office
in North America
15110 Avenue of Science,
Suite 100, San Diego,
United States of America 92128
Registered Office
in North America
Computershare Investments Services Limited
Private Bag 92119, Victoria Street West
Auckland, 1142
New Zealand
Email: enquiry@computershare.co.nz
Telephone: +64 9 488 8777
Website: www.computershare.co.nz/
investorcentre
Registered Office
in Australia
1 Link Road, Zetland,
New South Wales 2017, Australia
Legal Advisors
1 Link Road, Zetland,
New South Wales 2017, Australia
Investor Relations and
Sustainability Enquiries
EROAD Limited,
PO Box 305 394 Triton Plaza,
North Shore, Auckland
Email: investors@eroad.com
Telephone: 0800 437 623
Bankers
Bank of New Zealand
ANZ Bank New Zealand Ltd
Kiwibank Limited
National Australian Bank
Wells Fargo
HSBC
120
eroadglobal.com/investors
---
TEL +64 9 927 4700 PO Box 305 394
FAX +64 9 927 4701 Triton Plaza, North Shore 0757 Page 1
FREE 0800 4 EROAD Auckland, New Zealand eroad.co.nz
Results for announcement to the market
Name of issuer EROAD Limited
Reporting Period 12 months to 31 March 2026
Previous Reporting Period 12 months to 31 March 2025
Currency New Zealand Dollars
Amount (000s) Percentage change
Revenue from continuing
operations
195,233 0%
Total Revenue 195,233 0%
Net profit/(loss) from
continuing operations
(158,258) (3,026%)
Total net profit/(loss) (161,148) (11,756%)
Interim/Final Dividend
Amount per Quoted Equity
Security
No dividend declared
Imputed amount per Quoted
Equity Security
Not applicable
Record Date Not applicable
Dividend Payment Date Not applicable
Current period Prior comparable period
Net tangible assets per Quoted
Equity Security
0.25 0.31
A brief explanation of any of
the figures above necessary to
enable the figures to be
understood
For commentary on the result, please refer to the investor
presentation and annual report for the year ended 31 March 2026.
Please note the net tangible asset calculation excludes intangibles
and deferred tax.
Authority for this announcement
Name of person authorised to
make this announcement
Ciara McGuigan
Contact person for this
announcement
Ciara McGuigan
Contact phone number +6421 880 377
Contact email address Ciara.McGuigan@eroad.com
Date of release through MAP 25 May 2026
Audited financial statements for the year ended 31 March 2026 accompany this announcement.
---
EROAD Governance Roadshow FY261
EROAD
Governance Presentation
John Scott,EROADExecutive Chair
David Green, Lead Independent Director
KsenijaChobanovich,GeneralCounsel and Company Secretary
May 2026
IMPORTANTINFORMATION
This presentation has been prepared by EROAD Limited
and its related companies (collectively referred to as
EROAD). This notice applies to this presentation and the
verbal or written comments of any person presenting it.
Theinformationinthispresentationisofageneralnature
anddoes notconstitutefinancialproductadvice,
investmentadviceoranyrecommendation.Nothinginthis
presentationconstituteslegal,financial, taxor other advice.
Thispresentationmaycontainprojectionsorforward-
looking statementsregardingavarietyofitems.Such
projectionsorforward-lookingstatementsarebasedon
currentexpectations,estimatesand assumptionsandare
subjecttoanumberofrisks,uncertaintiesand assumptions.
Thereisnoassurancethatresultscontemplatedinany
projectionsor forward-lookingstatementsinthis
presentationwillberealised.Actual resultsmaydiffer
materiallyfromthoseprojectedinthispresentation. No
personisunderanyobligationtoupdatethispresentationat
any timeafteritsreleasetoyouortoprovideyouwithfurther
information about EROAD.
Whilereasonablecarehasbeentakenincompilingthis
presentation, noneofEROADnoritssubsidiaries,directors,
employees,agentsoradvisers(tothemaximumextent
permittedbylaw)givesany warrantyorrepresentation
(expressorimplied)astotheaccuracy, completenessor
reliabilityoftheinformationcontainedinitnortakes any
responsibilityforit.Theinformationinthispresentationhas
not beenandwillnotbeindependentlyverifiedoraudited.
All financial information is in New Zealand dollars unless
otherwise stated.
EROAD Governance Roadshow FY262
EROAD Governance Roadshow FY263
VISION & ASPIRATION
Keeping people safe, journeys effortless and businesses moving –empowering fleets to operate more efficiently and leading the digital
transformation of road user charging, making compliance simple for every driver.
Revenue · NPS · eNPS · Order-to-Cash Days · EBIT · Net Revenue Retention · Net New ARR
Operational
Excellence
Platform stability
Odo/ Speed/ Maps & Known
Issues
Order to Cash
Dashboards
Product
Excellence
Core Platform Sustain
In-cab (NZ/ AU/ NA)
Reefer (NA)
Safety (AU, NZ, AU)
Customer
Intimacy
Support Performance Uplift
Customer Onboarding
Embed Regional GTM
Model
Marketing CoE
Implementation
Becoming
AI Native
Platform ModernisationAI
Proof of Concept
Internal MCP
Beta External MCP
Functional AI
Augmentation Plans
eRUC
eRUCAll Delivery Models
LPV Proposition
Hardware Selection
GTM Channels
Platform Modernisation · Leadership & Capability Uplift · Data as a Product
Vision
Measures
Strategic
Choices
Initiatives
Enablers
FY27 Strategy on a Page
Growth opportunity
EROAD Governance Roadshow FY264
Executing against five strategic priorities
Transformation initiatives underway across operations, product, customer experience, AI capability and eRUCexpansion
OPERATIONAL
EXCELLENCE
People changes
Board alignment
Workflow automation
Platform simplification
Cost-to-serve initiatives
CUSTOMER
SERVICE
Service capability review
Customer onboarding
uplift
Enterprise support
improvements
Regional GTM
implementation
Support workflow
optimisation
PRODUCT
EXCELLENCE
Product roadmap review
Odo / Speed / Maps
enhancements
Platform stability uplift
Dashboard improvements
Product gap remediation
AI
NATIVE
AI workflow assessment
AI-assisted development
capability
Agentic workflow
implementation
Internal automation
Customer experience
enhancements
UNIVERSAL ERUC
Strategic framework
established
LPV proposition
development
GTM channel planning
Application pathway
development
Platform capability
expansion
July 25
Jan 26
Sep 25
Feb/March 26Ongoing
Need to show the
to do list and the
ones that we’ve
progressed
Operational Excellence:
Definition:
Modernise, simplify, stabiliseand automate to improve
customer service and reduce cost-to-serve
How:
Simplified, automated operations with single source of
truth across the org
Measures of Success:
Simplified, automated operations with single source of
truth across the org
Product Competence:
Definition:
Fill out product gaps that enable EROAD to compete
effectively in ANZ and leverage into NA.
How:
Fix known issues in Odo/Speed/Maps, Order to Cash,
Platform Stability, Dashboards. Fill product gaps to
compete effectively in ANZ and leverage into NA
Measures of Success:
Order-to-cash days ↓ · Platform uptime ≥99.9% · NPS
baseline improvement
Customer Service:
Definition:
Develop a great customer service capability. Support
performance uplift, customer onboarding, embed regional
GTM model
How:
Support performance uplift, customer onboarding
improvement, and embedding a scalable service capability
for both enterprise and B2C channels.
Measures of Success:
NPS >30 · Support resolution time ↓ · Customer
onboarding time ↓
AI Native:
Definition:
Use AI to disrupt from a business model and
customer/employee experience angle.
How:
AI-first development capability; agentic workflows in
production
Measures of Success:
% PDE workflows AI-augmented · MCP adoption · Dev
velocity uplift
eRUC–Project Origin:
Definition:
Develop a winning NZeRUCproposition
forCommercial&
passengervehicles.Identifyhardware, applications,and
GTM channels forLPVexpansion.
How:
Market-leading NZeRUCproposition for Commercial
& LPV vehicles live
Measures of Success:
eRUCcustomers signed · LPV market share
·eRUCARR contribution
The initiatives outlined above are representative examples of work underway across each strategic priority and do not
capture the full scope of activity currently in progress across the business.
EROAD Governance Roadshow FY264
EROAD Governance Roadshow FY265
NEW ZEALANDAUSTRALIAeRUCNORTH AMERICA
Priorities:
Win with the right scale
FCF neutral
Priorities:
Positioned to be the provider of
choice for the NZ Government
Priorities:
Roll out AU playbook
Expand AU Sales presence
Momentum from large wins
Priorities:
•De-risk and grow FCF
•Customer focus GTM strategy
•Drive operating leverage through cost
focus and organisational change
•Disciplined capital allocation or
management
Current focus on our core ANZ business
Creating shareholder value by executing on core business opportunities
▪Stable strong cash generation unit
▪Scale and market leading telematics
provider
▪Fragmented high TAM with
significant growth
opportunities
▪Right size for the current
opportunity
▪Early in development
Growth via disciplined capital allocation or management and demonstrable execution capability
Shareholder value creation
▪Strengthen our core business
and demonstrate execution
capability and position for future
opportunities including eRUC
EROAD Governance Roadshow FY266
New executive leadership team
and regional structures to set
the company up for the next
phase.
Reprioritisation of Australia
and New Zealand markets in
recognition of traction in region
and ongoing uncertainty in
North America at this time.
Large enterprise win with
Cleanaway in Australia worth
A$5m ARR fully deployed.
Rollout progressed through FY26
and is on track for completion
November 2026.
AI is being deployed across
platform modernisation,
workflow automation and data
analytics to improve efficiency,
reduce cost-to-serve and
unlock greater value from
EROAD’s proprietary data.
Completed 4G hardware
upgrade program in NZ,
replacing 73k units. Expected
churn was predominantly lower
value
.
FY26 was a year of impactful transformation and bold moves
NZ Government announced
the move to universal eRUC,
opening up significant
opportunity and paths to
market for EROAD
EROAD Governance Roadshow FY267
BARRYEINSIG
2,,3
Independent Director
AppointedJanuary2020
DAVID GREEN
1,2,3,4
Independent Director
AppointedAugust2023
SARAGIFFORD
1,2,3,4
Independent Director
AppointedApril2022
JOHN SCOTT
2
Executive Chair
AppointedMarch2025
Our Board
•John Scott, a New Zealand based
director, joined the Board in March
2025 and was appointed Executive
Chair in October 2025
•As part of its commitment to
continuous improvement and
governance best practice, the Board
engaged the Institute of Directors to
undertake an external Board review,
completed during FY26.
1
MemberofFinance,RiskandAuditCommittee.
2
MemberofNominationCommittee.
3
Member of Technology Committee.
4
Member of People and Culture Committee.
SUSANPATERSON
1,2,4
Independent Director
AppointedMarch2019
Board Succession
Planning
•Established Board succession
process –progressing well, with the
appointment of Ryan Brosnahan
effective 1 June 2026.
•Robust evaluation of candidates
against the published Board Skills
Matrix and experience criteria.
EROAD Governance Roadshow FY268
Ensuring we have the right skills around the board table
BOARDSKILLS
AtBoardlevel, diversityallowsEROADtobenefitfromarangeofdifferent perspectivesthat
collectivelyleadtohealthierdebateand decision-making.As part of its ongoing Board composition
assessment, two priority skills gaps have been identified for any new director appointment:
technology and market expertise, particularly in the Australian market; and financial expertise.
THE KEY
High capabilityMediume capability
CAPABILITY
AREA
DESCRIPTION OF SKILLS AND
EXPERIENCE
CURRENT BOARD CAPABILITY
(HIGH/MEDIUM/LOW)
JSDGSPSGBE
Strategic
knowledge for
scale –technology
businesses
Experience as a senior executive in, or as a strategy
professional advisor to, a growth-scale or scaling
technology businesses, ideally in SaaS or adjacent
sectors.
Financial, audit
and capital
management
A strong accounting or finance background, with
experience in financial reporting, corporate finance,
internal controls, and audit oversight, including audit
committee responsibilities. Likely a chartered
accountant who has held a CFO or senior finance
leadership role in a publicly listed company.
Listed governance
Experience in NZX or ASX listed company Board
experience other than EROAD. Experience with
sophisticated governance structures.
Risk management
and regulatory
compliance
Experience in regulatory compliance and enterprise risk
management, including identifying and mitigating
financial and non-financial risks across multi-
jurisdictional environments.
Growth strategy
and capital
markets
Strong knowledge of debt and equity capital markets,
and experience with mergers and acquisitions, and/or
dealing with a range of funding sources and capital
structuring models.
Customer, market
insight and
commercial
strategy
Experience in understanding customer needs, market
dynamics and competitive positioning in technology or
SaaS markets, including go-to-market strategy, product-
market fit, and driving sustainable revenue growth
across multiple geographies.
CAPABILITY
AREA
DESCRIPTION OF SKILLS AND
EXPERIENCE
CURRENT BOARD CAPABILITY
(HIGH/MEDIUM/LOW)
JSDGSPSGBE
AI, digital and
data-enabled
growth
Experience in software, digital platforms or data-driven
business models, including practical application of
artificial intelligence, machine learning or cloud
technologies to drive product innovation, operational
efficiency and commercial growth.
Industry
Experience
Experience in telematics, fleet management, transport
technology or adjacent regulated industries
Geographic and
market experience
Operating experience across EROAD’s key markets,
including New Zealand, Australia and/or North America
Technology risk
and resilience
Experience in overseeing technology risk, cybersecurity
and operational resilience, whether gained through
board, executive or advisory roles, including an
understanding of the risks associated with data-
dependent, digitally delivered business models and the
governance frameworks used to manage them.
People, culture
and remuneration
Experience in human capital strategy, executive
remuneration and leadership accountability, including
guiding organisations through cultural or operational
change and aligning people strategy with performance
in a scaling technology business.
EROAD Governance Roadshow FY269
EROAD BOARD
•Strategic Direction • Health & Safety • Governance Framework/Practices. • Cyber Security • Sustainability • Reporting Oversight
INVESTOR
RELATIONS
EXECUTIVE CHAIR/ CEO
SHAREHOLDERS
EXECUTIVE TEAM
Nomination CommitteeFinance, Risk and Audit CommitteePeople & Culture CommitteeTechnology Committee
•Board composition, capability mix
and diversity
•Search, selection, appointment
and re-election of directors
•Board and committee succession
plans
•Appointment of CEO, succession
and performance review
•Risk management
•Internal controls
•External financial reporting
•Audit function
•Compliance frameworks
•Sustainability
•Culture, values and leadership
•Health and safety, wellbeing and environment
•Remuneration frameworks, incentives and
performance objectives
•Leadership succession planning,
•People development and training
•Remuneration policies and practices
•Technology and innovation
•Development
•Technology resilience, continuity
and operational performance
•Technology investment
priorities, delivery and
execution risks
•Cybersecurity, privacy and data
governance
•Key product and ecosystem
partners
Structure of Board / Subcommittees
EROAD Governance Roadshow FY2610
Director fees
5 6 7 8 9 10 11
5
In FY25, the Board approved a NZD $900,000 fee pool in accordance with NZX Listing Rule 2.11.3.
Item
DescriptionFormula/Calculation
Director Fee Pool (“x”)
Total annual fee pool approved for
directors, less approximately NZD50,000
held as buffer
N/A
Board members (“y”)
Total number of directors currently
serving on the Board
N/A
Base Fee (“z”)*
Base fee per directorz = x / (y + 2)
Chair Fee
Chair remunerationChair Fee = 2 x Base Fee(2z)
Committee Chair Fee
Committee Chair remuneration
Committee Chair Fee = Base Fee + (1/3 x
Base Fee) (z+1/3z)
FY26 review
Board reviewed and revised the
director fee framework (effective
October 2025).
Purpose
Better align fees with role
complexity, time commitment
and responsibilities.
Approach
Introduced a simpler, more
transparent allocation
methodology using the formula
in the table.
Structure
All fees now derived from a single
base calculation, ensuring
consistency across base, Chair
and committee chair fees.
Alignment
50% of each director’s after-tax fees
invested in EROAD shares via a
Fixed Share Trading Plan.
Outcome
Strengthens alignment with
shareholders.
Total fees
Total feel paid to directors for FY26 were NZD
$853,081.54 (blended outcome under old and
new frameworks, excluding Executive Chair
consultancy arrangements).5
EROAD Governance Roadshow FY2611
•Increased investment and focus on key roles and
organisational design:
CIARA MCGUIGAN
ChiefFinancialOfficer
MATT GIBSON
Executive General Manager -NZ
JEREMY WILTON
EVP, Programme Manager
KONRAD STEMPNIAK
ExecutiveGeneral Manager-AU
•Appointment of Executive Chair
•Appointment of Chief Financial Officer
•Appointment of Chief Technology Officer
•Appointment of Chief Transformation Officer
•Appointment of Executive General Manager -NZ
•Appointment of Executive General Manager -AU
•Appointment of Executive General Manager -NA
•Appointment of Head of Product (in FY27)
•Appointment of Chief People Officer (in FY27)
Executive Team
Changes During FY26
ANDREW CORBETT
ChiefTechnology Officer
MATT KUDLA
Chief Customer Officer
JOHN SCOTT
Executive Chair, Auckland
RYAN BROSNAHAN
ChiefTransformationOfficer
EMMA MURPHY
ChiefPeopleOfficer
JIM BRAILEY
Executive General Manager -NA
PAUL BUTTERWORTH
Head of Product -DaaS & AI
Transformation
EROAD Governance Roadshow FY2612
Linking pay to performance
Fixed Remuneration
•EROAD’s policy is to set fixed remuneration
in line with external market trends, the
intrinsic value of a job and internal
relativities. It includes base pay and benefits.
Fixed remuneration is benchmarked against
roles in organisations of similar size and
geographies and is set from the 50th
percentile or market median.
FY26 Short-term Incentives (STI)
12
Each Co-CEO’s base salary was eligible for STI:
•The FY26 STI provided for a short-term
incentive of up to 50% of base salary, based
entirely on four financial metrics: Revenue,
SaaS Bookings, EBIT and Free Cash Flow.
Payment was subject to two gateway
conditions: health and safety and behavioural
gates being met, and aggregate financial
performance exceeding 85% of target. If
either condition was not met, no STI was
payable.
•EROAD will continue to apply the NZX
Remuneration Reporting Template for FY26,
with the FY26 Remuneration Report to be
included in the Annual Report released
alongside the FY26 financial results.
•During FY26, EROAD transitioned from a
Co-CEO structure to a single CEO model. Mark
Heine served as CEO following David
Kenneson’s resignation as Co-CEO on 31
October 2025. Prior to this date, the Co-CEOs
were on substantially equivalent remuneration
packages, with any differences arising solely
from foreign exchange movements.
•Full details of the Co-CEOs’ remuneration and
benefits for FY26 will be disclosed in the FY26
Remuneration Report.
EROAD’s FY26 Remuneration Framework
12
Former Co-CEO David Kenneson was not eligible for the FY26 STI and LTI, as he stepped down part-way through the performance period.
FY26 Remuneration Disclosures
EROAD Governance Roadshow FY2613
Linking pay to performance continued...
•The FY27 LTI framework marks a deliberate shift from stability to performance. Tenure-based vesting has been removed entirely. Every award will now vest on the basis of measurable outcomes only —no exceptions.
•For FY27, vesting will be determined by two performance conditions: revenue growth and total shareholder return. If these conditions are not met, no awards vest. The link between executive reward and company performance is direct and unambiguous.
•This framework reflects the Board's expectation that EROAD's leadership team will be rewarded for delivering results —growth inrevenue, improvement in EBIT, and returns to shareholders —not simply for remaining in their roles. The Board considers this the appropriate framework for a business focused on execution, accountability and sustainable value creation for all shareholders.
FY26 Long-term Incentives (LTI)
•Up to 100% of each Co-CEO’s base salary was eligible for the FY26 LTI grant.
•The FY26 remuneration framework represented a shift from FY25, with
financial performance measures updated to the ‘Rule of 40’ to better
balance revenue growth and profitability.
•The FY26 performance hurdles are:
•The FY27 variable remuneration framework is expected to shift from stability
to performance.
•Tenure-based vesting will be removed entirely. Every award will now vest on
the basis of measurable outcomes only.
•For FY27, performance metrics are expected to focus on revenue growth, EBIT
and total shareholder return. If these conditions are not met, no awards are
expected to be made. The link between executive reward and company
performance must be direct and unambiguous.
•This framework reflects the Board's expectation that EROAD's leadership
team will be rewarded for delivering results, such as growth in revenue,
improvement in EBIT, and returns to shareholders, not simply for remaining in
their roles.
•The Board considers this the appropriate framework for a business focused on
execution, accountability and sustainable value creation for all shareholders.
FY27 –Focus On Rewarding Execution, Discipline and Shareholder
Returns
Tranche
MeasureVesting Outcome
1/3
Time-vested100% vests after three years (all or nothing)
1/3
Relative TSR vs ASX
Technology Index peers
0% (below 40
th
percentile) to 200% (100
th
percentile)
1/3
Rule of 40 (measured FY28)0% (below 85% threshold) to 130%
Forfurtherinformationpleasecontact:
KsenijaChobanovich,GeneralCounsel
Ksenija.chobanovich@eroad.com•0272032555
NZX:ERD•investors@eroad.com• eroadglobal.com/investors
GlobalHeadOfficeandANZHeadquarters
260OtehaValleyRoad,
AlbanyAuckland, 0757www.eroad.co.nz
NorthAmerican HeadOffice
15110 Avenue of Science, Suite 100
San Diego, CA 92128
www.eroad.com
Australia Office
Level 1, 1-5 Link Road, Zetland
Sydney, NSW 2017
www.eroad.com.au
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.