Hey everybody, my name's Grant Straker. I'm the Co-founder and CEO of Straker. Just before we get into the official proceedings, we're just going to run through a couple of technology checks just to make sure that we have a smooth virtual AGM, so I'm just going to check with the team to make sure that they're all happy with the sound. Okay, it looks like we've got video and sound as required, so I will now hand over to our chair, Linda Jenkinson, to kick off the official proceedings.
Thank you, Grant. Good afternoon to everyone who has joined us today. My name is Linda Jenkinson, and it is my pleasure as chair to welcome you to this annual meeting of Straker Limited, our sixth as a publicly listed company. Thank you for your attendance. It being 2:00 P.M. Australian Standard Time and 4:00 P.M. New Zealand Standard Time, the nominated time for the meeting, and having been informed that a quorum is present, I now formally declare the meeting open. I will now take a few moments to explain the virtual meeting and voting procedures we are using today. If you experience any issues with connectivity to the online platform for this meeting, please revisit the instructions provided on the web page for the meeting.
You can also refer to Link's online guide available on the platform under Downloads, as this will assist you with the process for voting and asking questions. You can cast your vote via the online platform using the electronic voting card that you received when you validated your registration. To cast your vote, scroll to the bottom of the voting card and click the blue button Cast Vote. If you change your mind, simply select the Edit Card button. You can change your vote as many times as you wish up until the close of the poll, which is 15 minutes after the end of the meeting. Please ensure you submit your votes before this time, as once voting closes, all voting cards, whether submitted or not, are automatically submitted and cannot be changed. You can vote at any time during the proceedings.
I will close the voting after all resolutions have been considered and once we have concluded the Q&A section. At the conclusion of the meeting, you will also see a red bar with a countdown timer at the top of the webcast and slide windows advising the remaining time left for you to submit your votes. Please note that only shareholders, proxy holders, or shareholder representatives may vote. I now declare voting is open and will close after the Q&A section. We will provide shareholders with the opportunities to ask questions as we consider each resolution before the meeting. If you wish to ask a question online, click on the Ask a Question box at the top or bottom of the web page for proxy voting. Select a category or a resolution to which the question relates, type your question, and click the blue Submit Question button.
This will send the question through to the CEO and company secretary. If your question has been answered and you would like to exercise your right of reply, you can do so by submitting another question. I will consider all questions submitted online and alternate between those questions here on the floor and those online. I would like to begin the meeting by introducing my fellow directors and executives who will be joining us today. Joining us in person are Mr. Steve Bayliss, Independent Non-Executive Director and Chair of our People and Culture Committee. Ms. Amanda Cribb, who isn't on screen, who is our Independent Non-Executive Director and Chair of our Audit and Risk Committee. Mr. Steve Donovan, who is here in person, who is our Non-Executive Director. Ms. Helen Foley, our Non-Executive Director, who is far right. Mr.
Grant Straker, our CEO and Managing Director as well as co-founder, and Mr. David Ingram, our Chief Financial Officer and Company Secretary. I'd also like to acknowledge the online attendance of Mr. Mark Nicholson, who is representing our auditors, BDO, Ms. Louisa Di Bella from Talbot Sayer, our Australian lawyers, and Mr. Dean Oppenhuis from Bell Gully, our New Zealand lawyers. We're also joined by a number of members of our executive team. Today's agenda will include a short address from me, followed by a presentation from Grant Straker, which he will provide an update on the business. At the conclusion of Grant's presentation, we will respond to shareholders' questions, which have been submitted via the online platform. In addition, our CFO will provide an update.
Following the question and response session, we will deal with the formal business of the meeting, including considering the resolutions as set out in the Notice of Meeting. Each resolution will be considered in turn, and we will allow time to respond to questions regarding each resolution. The meeting will conclude at the end of the formal business, so we'll move on to the chair's address, and once again, my name is Linda Jenkinson, and I'm the chair of Straker Limited. On behalf of the board, the executive team, welcome to our 2025 annual general meeting.
Before we move on to the next part of the formal meeting, I will share some comments on Straker's performance for the financial year to 31st of March 2025 and other matters before handing over to Grant Straker, the company's founder and CEO, for his presentation on how Straker is positioned to benefit from the industry's dynamics. Straker's financial results for FY25 yet again demonstrate the combined benefits of outstanding cost control and a dynamic product offering in an environment of rapidly changing market conditions and technology innovations. While revenue declined by 10%, we have worked hard to shift our revenue to high margin AI-driven revenue. We also grew our level of profitability.
The company's gross margin reached a record 67% for FY25, and combined with improved productivity, saw the company continue to be operating cash flow positive and generate free cash flow while maintaining high levels of investment in R&D. This yielded a record adjusted EBITDA of $4.8 million and further cash build on our balance sheet. We finished the year with $12.9 million in cash and no debt. This consistent financial strength means Straker has not had to raise equity funding to invest in new AI-driven product offerings. Almost 50% of Straker's share price is represented by our cash balance, leaving a modest valuation for a business that generates cash, a record level of adjusted EBITDA, and operates in a highly fragmented multi-billion dollar industry.
We suspect this disconnect can be explained partly by the perception of some investors that translation as a business is well on its way to being disintermediated by AI. In our view, this is mistaken. One needs to look no further than the strong strategic partnership we have with IBM for clear proof of that. Our mission statement to harness the power of human insight and artificial intelligence to drive unparalleled productivity encapsulates how we see the future of the industry. The integration of AI into the translation industry makes one of the most profound shifts in the history of language services. What was once a field entirely dependent on human intellect, linguistic intuition, and cultural knowledge has now become a dynamic intersection of human expertise and machine efficiency. From facilitating rapid multilingual communication to enabling real-time interpretation, AI has dramatically expanded the possibilities of translation.
Yet the story of AI in translation is not one of replacement, but of transformation, adaptation, and collaboration. AI has unquestionably improved the speed and accessibility of translation. Tools like Google Translate have democratized translation and brought language support to the fingertips of millions. However, the widespread adoption of AI translation tools has also exposed their limitations. Straker stands at this intersection of language and technology. Our core AI Verify product is a prime example of this, combining the speed of AI translation with the accuracy of human language experts. Using Verify, our clients can upload content, have Verify's custom AI models based on our own proprietary Tiuri language model translate that content, provide a quality score, and then send the lower scoring segments to internal team members or externally to Straker for finessing. Growing Verify's customer base is a key priority of our sales team.
The ability to integrate our AI translation tools with existing digital platforms and services used by clients is another benefit of our approach. Verify, for example, can be integrated into apps like Slack and Teams or other platforms like Foxit, offering efficiency for the client and scale distribution opportunities for Straker. Thousands of IBM employees are now using Straker via Slack, and it is unambiguously the way of the future. In his presentation, Grant will discuss more about the platform aspect of our strategy. Now, I'd like to turn to board changes, and as the business continues to evolve, we have been reviewing our board skills to ensure they appropriately support our ongoing strategy. Shortly after the end of the financial year, James Johnson resigned as a non-executive director of the company. I would like to thank Mr. Johnson for his services to Straker and its highly valued counsel. Mr.
Johnson was the representative of Bailador Technology Investments Limited, a key long-term investor in Straker. He was replaced by Ms. Helen Foley, the Chief Financial Officer of Bailador. Ms. Foley brings extensive experience in technology investment, strategy, and governance, and the board is fortunate to be able to avail itself of her deep understanding of the technology landscape and growth-oriented businesses. Ms. Foley has also joined the company's People and Culture Committee. Following this AGM, Steven Donovan will step down as a non-executive director after more than two decades of service. Mr. Donovan has played a central role in guiding Straker through its formative years, the IPO on the ASX, and its development as a listed company. The board would like to sincerely thank Steven for his invaluable contribution, his wisdom, and his steadfast commitment to Straker's success. We are also delighted to announce the appointment of Mr.
Ron Hynes as a non-executive director effective the 1st of September 2025. Mr. Hynes brings decades of experience in the technology sector, specifically AI and infrastructure. This has included senior executive roles at Xerox and Novell and as CEO of Phobos and Helius. He later founded and continues to serve as general partner of the venture capital firm Signal Peak Ventures, Oakhouse Ventures and investing in technology businesses from early stage through to global expansion. His deep expertise in managing technology businesses and in strategic investment makes him an excellent addition to the board at a pivotal time for Straker as a huge market in AI data verification beckons. I'd like to thank my board colleagues for their support during the year, as well as the entire Straker team and our offices around the world for their hard work and dedication.
The 2025 financial year was a year of significant progress against our strategic priorities, during which the management team has positioned the business for long-term growth. My fellow directors and I also express our sincere gratitude to all shareholders for your support. Behind the drop in revenue in recent times, much is changing inside Straker. The outlook for our company is positive, and we are confident you will benefit from your investment in the company in years to come. I'd now like to ask Grant to present his report to the meeting. Thank you, Linda.
And look, just to reinforce a couple of things that Linda said there before I jump into my presentation, you know it was great to thank James and to thank Steve, particularly Steve, for 20 odd years of service with the company and really being a foundational member of the team that helped the company grow. And it's great to have Helen's experience come on the board and also Ron, where Ron has got some great connections through his portfolio companies into IBM, where obviously IBM is also a major customer of ours. So that's a really significant advance for us, I think, in terms of our ability to access the U.S. market and some of the key people we need to talk to. So today we're going to talk about a significant transformation. The theme of our presentation is Industry Headwinds to AI Leadership.
We'll be sharing the story of how we've navigated a challenging market, pivoted our strategy, and emerged as a leader in AI-led solutions. This is the journey we're just going to walk through today. We'll start addressing the market headwinds and the perception of our industry. We'll dive into the strategic pivot and how we've managed to silo them from competing priorities. We'll then discuss the broader AI paradigm shift and show how we're automating our core business, developing our proprietary AI models. Finally, we'll outline the go-to-market strategy and share the significant commercial opportunities this creates for Straker and our shareholders. Let's start addressing the elephant in the room, market sentiment. We know investors have seen significant declines in the market caps of traditional language service providers, or LSPs. You can see the numbers of our listed peers at the top.
It's been a tough period for the industry. It's been a tough period for shareholders. You know, a lot of management board members are significant shareholders. So you know we absolutely feel that pain. But we are, as Linda said, very positive about where the company's going. So look, Straker's been caught up in that sentiment. But as you can see in the bottom chart there, the world of AI startups in the industry, like DeepL and Eleven Labs, are seeing massive valuations driven by powerful AI technology, just like Straker has. So our key objective has been to ensure that the market sees us for what we truly are, an AI company with unique technology platforms. You know, we're not a traditional LSP. And the rest of this presentation will show you exactly how our pivot to a solutions-based AI business model makes us fundamentally different.
Our transformation has required a delicate balancing act of what we call the strategic trilemma. And Linda just spoke to this, but over the past 24 months, we've had to manage three competing critical priorities simultaneously. Invest in the future was that to aggressively build our AI capabilities, maintain the core we need to support our existing business and customers, ensure financial prudence, and we had to do all of this while remaining financially disciplined. Successfully managing this trilemma was our primary operating challenge, and our ability to do so has defined our transformation. We're able to do this because of our key advantages, our world-leading AI software, our established global team, and our strong customer base.
And it was actually great to be in the Auckland office here today with a lot of the team in, all of our Auckland team, and to actually thank them in person because it's really that team that have driven and enabled us to get these three priorities working over the last 24 months.
So we didn't just manage that trilemma. We mastered it. We emerged in a stronger financial and technological position. You know, on financial prudence, we remained cash flow positive throughout the entire period, strategically invested in R&D, and even executed a share buyback reflecting our confidence in our strategy. You know, on future investment, we built our world-leading Verify product, developed a unique enterprise AI model team, and created our own proprietary AI model, Turri.
On core maintenance, we have successfully retained the majority of our legacy business despite industry headwinds and leveraged those existing relationships to pilot our new solutions, all while maintaining excellent service. Our strategy is built around two distinct audiences. The first one is our legacy audience. These are our foundational customers, localization managers in established companies. We're governed by traditional workflows. They want to use AI with a trusted partner. Our strategy is to pragmatically transition them to a new AI-powered Verify platform, showing them a clear path to greater efficiency and significant cost savings. Our second audience is the AI native audience. You know, this is the future. These are developers, startups, and content creators building the next generation of companies. They expect to interact with services via APIs, via new technology like MCP, within the ecosystems they're already using.
We will win them with a tech-led approach and embedding our tools directly into platforms like Zapier or n8n and with partners like Foxit. Cornerstone of our enterprise strategy is our expanding partnership with IBM. Our relationship has evolved significantly. We've gone from being a supplier to becoming an IBM build partner. We are co-developing solutions with their teams. A great example is SwiftBridge, a solution created for the IBM Japan, with IBM Japan to help listed companies attract global investors. We already have 12 companies in pilot programs. We're also deeply embedding our technology within the years, training our custom Turri models with IBM's data to support their global needs. The partnership has real commercial applications, and we're targeting a Q4 launch of our Watson-powered translator agent directly into IBM's internal marketplace. Some really, really exciting stuff is happening with IBM and Straker.
Our go-to-market strategy is simple. You know, we go where our customers already are. By embedding our tools into the world's leading platforms, we achieve massive reach and frictionless adoption. We're doing this in a few key areas: AI workflow automation. Our connectors for platforms like n8n allow us thousands of developers to plug our AI directly into their business workflows. And again, if I come back to what I said on the last slide, this is about the fact that the world of content is going to change. We're going to be where our customers are, but we're going to be where content is. Document ecosystems. We have direct integration with partners like Foxit, you know, one of the world's largest PDF platforms, putting our verification tech in front of, you know, potentially millions of users. Now, we have enterprise AI integration.
So we connect directly into secure enterprise environments. Our largest language customers, you know, do use things like Microsoft Teams and Slack, certainly within IBM's ecosystem. So some really exciting network effect plays that we have going on in the ecosystems and connectors. Look, our go-forward strategy here is an actionable roadmap for the future. In the near term, over the next six months, we want to scale the Verify platform, build out that customer base, expand our IBM partnership within our new translator agents and some of the other work that we are doing with IBM in Japan. Anybody that's seen me on LinkedIn or some of the team will know that we have spent a lot of time up there. And it is very exciting what is happening in the Asia-Pac market.
Now, in the midterm, from six to 18 months, we'll expand our ecosystem partnerships, aim to have AI solutions account for 60% of our total revenue. And again, if I come back to the first slide, if we're starting to be seen as an AI native company, then investors take a very different view on valuation. And in the long term, you know, 18 months out, our vision is to establish Straker as a leading platform for AI trust and verification, grow a thriving developer ecosystem, and achieve, you know, over 70% of our revenue from AI solutions. So we certainly are very amped up and excited about the future. We don't just sell AI. We live it. Our investment in AI functions as a flywheel. It drives our internal productivity, and those internal tools then become new commercial products.
So as you can see from the chart here, we've increased the automation of our production system from just 15% a couple of years ago to 40% today. You know, a tangible example is Emily. It's an AI email agent. It's removed the need for the team to email and send and coordinate with customers. It all happens automatically. And the beauty of this type of AI is that when something like an email comes in, it has access to all of our internal systems instantly. It's not a person that has to look it up. And I think one of the key things about the way that we're automating, it's not just about a cost saving. It's actually about bringing in huge scalability. As we start to see, and you have seen some of these AI companies have gained rapid growth.
They've done it because they've been able to get that flywheel really pumping quickly and not needed to get the bottlenecks that can come if you've got a layer and a lot of humans. Another powerful example of internal innovation, our AI Quality Boost engine uses our Turri AI model to dramatically improve the quality of translations before a human translator sees them, and I think one of the interesting things about our mission is our mission is to use AI and humans to gain insights, and the old way that we worked, really, it was the machine did something and then the human did something, and that was the way that machines and humans worked. When you think about it now, when we're building models, the humans are helping make the models better and then the machines doing more of the work.
So there's this bit of a switch going on with where humans fit in the loop. And that's really exciting because obviously we do have a lot of human resources along with our technology and we're repurposing how they work. But the results are outstanding for Quality Boost. It's delivered, you know, 11%-12% cost savings and a 42% gain in speed. Again, it's the speed savings equally as important as any cost savings because it allows us to scale and deliver very quickly. You know, our translators went from processing 600 words an hour to over 1,000. And if I go back maybe five years ago, 1,000 words per hour was our really big, hairy, audacious goal that we were trying to get translators to work at. So it just shows that, you know, we've had that goal and we are achieving it. The return on investment's big.
Our token spend of $800 generated $10,000 in savings. And this Quality Boost is really well received by customers. It's giving our sales team some bullets to fire and is a very exciting development for our customers. Look, our tools have given rise to our flagship commercial product, Verify. Verify is a world-leading solution for using human experts to verify AI-generated content. This represents a fundamental shift in the industry from machine to humans to expert verification. It's about providing trust and a quantifiable quality score for AI content. This platform provides a transparent automated workflow so clients can see exactly how their content is being processed and verified. But I think that Verify has a very strong product market fit and it's exciting with the team as they start to get this in front of customers that have never seen this type of solution.
So to Linda's earlier point, we are really quite excited about the future for Verify. Underpinning all of our technology is our proprietary AI model, Turri. We developed Turri because generic AI models don't understand the unique terminology style and security needs of our enterprise customers. With custom models, customers get higher accuracy, guaranteed consistency and full ownership and security of their data. And most importantly, our model is world-class. As this chart shows in a head-to-head comparison, it can outperform some of the major LLMs. And we think that the future around AI is really built around these smaller language models doing specific jobs, having very low latency, very low energy use, and high accuracy. So again, our ability to build proprietary models is a very big moat for Straker as the world starts moving into more models.
And I think will be a very good return for shareholders from the investment that we have made into that team. And lastly, our product strategy is the same as other high-growth AI leaders. We mask powerful, complex back-end technology with a simple, accessible front-end. And I think that is a common theme across all of the high-growth AI companies you have seen. It's a very simple solution for the end user with a very complex engine driving it. So this is our formula for scalable growth. And this is how, you know, I talk to the team every day. Have we made that simple enough? Have we made it powerful enough? And I'm really looking forward to what the team will come up over the next 12 months.
So now I'd like to hand over to David Ingram, our Chief Financial Officer, to go through some of the financials for FY25.
Thank you, Grant. I'll now take you through our financial results for FY25. Despite a 10% drop in revenue, we delivered a record-adjusted EBITDA. This performance reflects our focus on margin expansion, operational efficiency, and our evolving revenue model towards high-margin AI services. Let's dive into the key details. So looking at the P&L, revenue came in at AUD 44.9 million at the upper end of our guidance. As expected, revenue was affected by the sunset of legacy IDEST contracts and broader macroeconomic headwinds in Europe and North America. However, gross margin increased 310 basis points to a record 67%, driven by improved product mix, automation, and growth in high-margin services. Adjusted EBITDA rose to AUD 4.8 million, or 10.6% of our revenue, our highest ever.
This is a 6% increase on last year despite the lower top line. Underlying operating expenses, which exclude non-cash impairment losses and D&A, improved 9%, offsetting the decline in gross profit. We also recorded several non-cash charges, including NZD 6.8 million in impairment losses. This was primarily due to the full write-down of IDEST and North American Goodwill, reflecting contract non-renewals in these segments. Finally, a revised software amortization policy, changing useful life from five to three years, led to a one-off NZD 2.9 million increase in amortization. These are accounting changes that don't impact our cash position, but they do affect net profit, which came in at a loss of NZD 10.2 million after tax. Onto the next slide. So revenue analysis. So to better understand the revenue movement, this slide breaks down the drivers. The exit of IDEST contracts impacted revenue by NZD 3.7 million.
Other language services declined by NZD 6.1 million, largely in EMEA and North America, reflecting project-based nature of the work and customer budget cuts. On the upside, Verify added NZD 1.1 million while managed services grew strongly, contributing NZD 4.7 million in its first full year. Overall, we delivered NZD 44.9 million, landing at the upper end of our NZD 43-NZD 45 million guidance. The next slide, progress on key metrics. So despite top-line pressures, we achieved solid improvement across key performance metrics. Gross margin had a significant improvement thanks to stronger revenue mix and operational efficiencies. The chart on the right visualizes the improvement of 12.7%-67% over the last four years. While adjusted EBITDA margin rose from 9%-10.6%, our first step into double-digit EBITDA. On the balance sheet, we closed FY 2025 with a robust balance sheet. Our cash position increased to NZD 12.9 million, up NZD 750,000 year-on-year.
Working capital also strengthened by 21%, reaching NZD 13.4 million. Importantly, we remain debt-free, which positions us well to continue investing in AI innovation and scale initiatives while maintaining strategic flexibility. Turning to cash flow, our focus on cost discipline and operating efficiency allowed us to deliver NZD 3.4 million in operating cash flow and NZD 1.2 million in free cash flow. This was achieved despite softer receipts, which fell 13% year-over-year to NZD 45.6 million. Our CapEx also reduced by 17% to NZD 2.2 million, reflecting maturing product development cycles. So that concludes the financial section. Back over to you, Grant.
All right. So I just want to give the outlook. So our industry is undergoing fundamental transformation driven by the power of artificial intelligence. While others may see uncertainty, we see a clear path to leadership.
We're proactively navigating this shift by guiding our customers into the future, transitioning them from legacy systems to next-generation suite of AI products, spearheaded by our flagship Verify product. This strategic transition is not just about technology advancement. It is also delivering superior value and building deeper partnerships with our customers. As part of this, we continue to invest significantly in research and development to accelerate innovation, strengthen our technology leadership, and ensure our solutions remain at the forefront of the industry. Based on the current momentum and adoption trends, we now anticipate revenue in the range of AUD 38-41 million with positive adjusted EBITDA. This reflects the near-term impact of our transition strategy, but we remain confident that our long-term future is firmly rooted in innovation, growth, and sustained R&D investment. So now we are into Q&A.
There's now an opportunity for shareholders to ask questions about the business, including the content of my address in Grant's presentation and David's presentation. Please submit your questions through the online portal.
Okay. So we currently have actually a few questions from Steven May. So what I will do is work through, and some we've just had some more come in as well. So the first question is, this is my fifth. Oh, no, sorry. I've started at the fifth, the final question, not the first one. The latest balance sheet shows that we have 48.3 million of accumulated losses and net assets of 24.2 million. Where did all the money go? And if the Straker had their time again, would they do anything different? After all, we did float at AUD 1.51 a share in 2018, and the stock is down to AUD 0.36.
So, David, can you?
Well, you know, as far as where the money goes, a lot of that was in acquisitions. And then some of that flowed through the P&L, through impairment. Some of that is in FX losses, but yeah, the majority is in the losses we've accumulated over the last few years. So there's a question on our using Zoom. I'm happy to take that offline if you want to email us. We can talk to you about the platforms that we use and why. Resolution four, question on Mr. Straker's options grant. Thank you for disclosing the proxies early on to the ASX, along with the formal address, and well done for achieving strong support for all resolutions. This is surprising with the shares at a record low. The Strakers already have a strong equity position in the company.
Do they really need additional incentives through these option grants? Also, given you're listed on the ASX and not the NZX, will you put up a remuneration report resolution for the vote at next year's AGM? Based on today's proxy votes, you have nothing to fear. New Zealand is a government backwater. I don't think I need to go into if you're going to start talking about that, but I'm happy to talk about our options. You know, we have an employee share option plan for employees. Yes, we have equity, but as part of our remuneration package, we share that with the rest of the executive. And you know, I stand by the fact that it is part of what I do as a job, and it's part of the thing that makes us focus looking at how we get those options to a better place.
You've asked if we would do a remuneration-based report that is normally on the ASX. Look, we are NZX. We're actually, we're a New Zealand company, so we're not bound to. We look at it and look, we'll talk about that as a board.
Please ask this after the address.
We do go over and beyond what we need to do for New Zealand reporting requirements as far as the remuneration goes. So we are very close to what the Australian requirements are,
and you've asked one. Thank you to Steve Donovan for his 20 years of service. It's helpful for investors to have access to some exit perspective from retirement directors. Is his final contribution as a Straker director? Could Steve please comment on what he regards as the two best decisions Straker have made during their time on the board, and does he have any regrets?
He's just down there. We've got a microphone here. We actually just didn't get everybody up here, mainly because there is limited space. And with a video, it's just easier to let me just turn that on. Yeah.
What was the question at the end? What were the two best decisions? What were the two best decisions Straker have made during your time on the board?
Apart from appointing me as a director, I think two things. First of all, the acquisitions that we made, I think they're a couple of very good acquisitions, particularly the Irish acquisition, which not only at the time got us up and running, but also got some fantastic staff that stayed with us throughout that period. Whether we do anything different? I think that's a very good question as well. It was asked earlier.
I think you can always look back in retrospect and say you should have done things differently. But at the time, I think they were well thought-out strategies that we implemented. I've been on the board for 20 years, and I'm stepping off not because I think there's anything wrong, but I just think that particularly someone like Ron coming on is much more aligned to our future rather than an old financial hack like myself. Thank you.
Okay. Look, and there's one more question in here, and I did see a hand raised. I don't know if the person that raised, Paul, I think it was, that raised a hand. Would you be able to put your question in the Q&A? But this is a question for Helen, so I'll just hand the microphone down to Helen.
The question, Helen, is, as a nominee director for Bailador
I mean, yeah, I mean, that's up to her to talk about Bailador guess. Are they still overall in front, courtesy of the profitable partial exit to public market investors, or has the stock tumbling to a record low this year left them in red overall? You can pick whatever parts you like, Helen. Thanks so much.
Am I off mute? Am I good to go?
Oh, no, you're not off. Oh, you are now.
Hi. Thanks for the question. Look, Bailador have been long-term supporters of Straker, and we're enthusiastic about where the business is at the moment.
When Straker IPO'd in 2018, at that point in time, we moved from holding our position at private pricing that we wouldn't publish to sitting on the public price along with everybody else. And obviously, the price can be volatile. And so, but as long-term supporters and long-term holders, we tend not to get overly worked up about short-term fluctuations in the price. We've known for some time that Straker would be embarking on this technological transformation and being AI-forward, and that they've been in front of everybody else in doing so, and we've been supporters of that strategy. So the short-term pain for the long-term gain, if you like, we've been quite knowing at this time that we'd have to ride out this time. Like all shareholders, we watch the price. We're aware of it.
But we're confident in the strategy and that there are some good times ahead for the business and that as we start to see those new products come online, that will be reflected in the price. Thanks for the question.
Thanks, Helen. As I say, I did see Paul raise a hand, but I can't see the question. So we're just going to move forward, and if it comes up, we're happy to go back and answer that.
Yeah. So thank you for your questions. We'll now move to the formal business of the meeting. Shareholders, I'm informed that the Notice of Meeting was appropriately sent to all registered shareholders within the requisite time period. I also note that both the Notice of Meeting and the annual report are available for shareholders to download in accordance with the instructions given for attendance at this online meeting.
I now table the Notice of Meeting. Unless there are any objections, I will take the notice convening this meeting as read. During the course of the meeting, I will put each resolution to the meeting. Please be advised that I will be voting for all undirected proxies in favor of each and every resolution. I now disclose proxy votes on the screen. Good there? Yeah. Okay. These figures are as at the closing time for receipt of proxies, which was 2:00 P.M. Australian Eastern Standard Time, 4:00 P.M. New Zealand Standard Time on Monday, the 18th of August, 2025. I have been advised that all proxies received for the meeting have been checked, and I declare them valid for voting. There are voting exclusions that apply to the resolutions being put to today's meeting. These are outlined in the Notice of Meeting. Item one, financial statements and reports.
The first item of notified business is to receive and consider the financial statements and auditor's report for the year ended 31st of March, 2025, all of which are set out in the company's 2025 annual report. The annual report was published in May 2025 and is also available to download on the online portal for this meeting. There is no formal resolution required for this item, but I invite shareholders to raise questions or comments on the financial statements or on the auditor's report. Both our audit and risk committee chair and our auditor are available for questions. Are there any questions? There appear to be none. No, there's none in the last. Okay. Resolution number one, auditor's remuneration. I will now move on to the next item of notified business, the auditor's remuneration.
BDO is the existing auditor of the company and has indicated its willingness to continue in office. Pursuant to Section 207(t) of the New Zealand Companies Act, 1993, BDO is automatically reappointed at the annual meeting as auditor of the company. The proposed resolution is to authorize the directors to fix the auditor's remuneration for the following year for the purposes of Section 207(s) of the Companies Act. Resolution one is on the screen, and I now put the resolution to the meeting to record that BDO Auckland continue in office as the company's auditor and to authorize the directors to fix the remuneration of BDO Auckland for the ensuing year. Are there any questions? Yes, Mr. Bayliss?
No, no.
Okay. Resolution number two, the election of director Ms. Helen Foley. This item of notified business concerns the election of Ms. Helen Foley as the director.
As outlined in the Notice of Meeting, Mr. James Johnson resigned as the director of the company effective 1 May 2025. In order to fill the outgoing director role and in accordance with clause 20.8 of the company's constitution, Ms. Helen Foley is submitting herself for election as a director. Ms. Foley has over 30 years of experience in finance, corporate development, and governance, holding senior roles at Bailador,Inc hcape Motors Australia, Tubemakers of Australia, and BRW Fast 100 winner, and technology company LX Group. In addition, she has consulted on best practice finance systems across a range of companies and public sector organizations. Helen is the Chief Financial Officer of Bailador and board observer and audit member for Bailador investee company dash. Helen holds a Bachelor of Commerce in Accounting and a Master's in Politics and Public Policy.
She is also a Fellow of CPA Australia, a graduate of the Australian Institute of Company Directors, and a Justice of the Peace in New South Wales. Having regard to the ASX Corporate Governance Principles, the board considers Helen to be a non-independent, non-executive director. I am delighted to introduce Ms. Foley to our shareholders. Helen, would you like to say a few words? Yeah, she's on.
Thank you, Linda. Good afternoon, fellow shareholders. I'm Helen Foley, and I'd like to thank you for the opportunity to speak to you about my election to the Straker board. I joined the Straker board in May 2025, having closely followed the Straker business since Bailador first invested in August 2015, almost 10 years ago to the day now, including working the priority offer that supported the Straker IPO in 2018.
And now I'm thrilled to be working with Straker as the team delivers on its exciting AI technology strategy. I come to Straker bringing you over 30 years of financial and governance leadership, mostly and with technology-driven growth businesses. As CFO and company secretary of A
SX-listed Bailador Technology Investments, I've worked extensively with our team, navigating the complexities and significant opportunities of technology transformation while maintaining the highest governance standards, a unique combination of skills I hope will serve Straker shareholders well during this pivotal period. I hold extensive experience in capital transactions, technology deal structuring, the ASX governance regime, and investor relations. I also sit on the board audit and risk committee of Dash, a cutting-edge financial advice and investment management platform, also utilizing AI in its product suite.
Earlier in my career, I worked in technology startup businesses alongside founders at the forefront of the Internet of Things as that technology first emerged, and in a .NET architecture business that worked with enterprise customers and Microsoft to deliver industrial-scale .NET architecture. I aim to use this combination of technology, finance, and governance experience as your director to balance innovation and growth with accountability and ultimately shareholder value. I'm committed to Straker's success and enthusiastic for its future. I'm confident that in continuing to serve on the Straker board, I will bring the skills to help navigate AI's transformation challenges while capitalizing on the significant opportunities available to Straker. I look forward to working alongside my fellow board members and Grant and the Straker executive team to deliver value for all stakeholders, and I'd like to thank you in advance for your support.
Thanks, Helen.
It is noted that in the Explanatory Statement that the board, with Ms. Helen Foley abstaining, unanimously supports the election of Ms. Foley. Resolution two is on the screen, and I now put the resolution to the meeting that Ms. Helen Foley be elected as a director of the company. Are there any questions?
No questions in there.
Resolution number three, re-election of director Mr. Stephen Bayliss. This item of notified business concerns the re-election of Mr. Stephen Bayliss as a director. As outlined in the Notice of Meeting, in accordance with clause 21.1 of the company's constitution, states that a director must not hold office without re-election past the third annual general meeting after that director's last appointment or re-election or for more than three years, whichever is longer.
Stephen was appointed as a non-executive director of Straker Limited on the 24th of August, 2022, by the shareholders at the company's 2022 annual meeting. In accordance with clause 21.2 of the constitution, Mr. Bayliss is retiring and submitting himself for re-election as a director of the company. Mr. Stephen Bayliss is one of New Zealand's most experienced and awarded marketing professionals. Stephen's career started with international brewer Lion Nathan, which culminated in an Australian-based role developing and teaching marketing best practices across New Zealand, Australia, and China. After a period based in the USA in the FMCG sector, Stephen returned to New Zealand to take up the role of GM Marketing Innovation at Air New Zealand in 2004.
Stephen then moved to Foodstuffs New Zealand in 2011, setting up a central function serving the two cooperatives across marketing, public relations, customer experience, CRM, advanced data and analytics, and acquiring functions. Stephen also served as Chief Creative Officer at Sky Television, helping reinvent the business, moving from a linear broadcaster to a data-rich modern digital business. Stephen is a published author in business, professional director, and consultant. He holds a Bachelor of Commerce from Otago University. Having regard to the ASX corporate governance principles, the board considers Mr. Bayliss to be an independent, non-executive director. I am delighted to introduce Mr. Stephen Baylis s to our shareholders. Stephen, would you like to say a few words?
Thank you, Linda. Good afternoon, and thank you for the opportunity to speak today. First, I'd like to acknowledge my fellow directors and our shareholders for their continued support.
I also want to thank the executive team and all of our staff for their exceptional work over the last year. Work delivered in what has unquestionably been a challenging environment. The democratization of AI has disrupted almost every market. Few have felt that disruption more directly than the translation and localization sector, where per-word costs continue to face downward pressure. This disruption forces us to balance the realities of protecting and nurturing legacy revenue, while also innovating to create new solutions and value streams. Innovation, however, isn't just about technology or AI. It's about combining technical expertise with deep customer empathy, world-class user experiences, and great storytelling in terms of bringing it to market. That intersection is where I bring a unique perspective. I've had the privilege of working globally with organizations such as Coca-Cola Company, Air New Zealand, Foodstuffs, and Sky TV.
Sky in particular faced a similar challenge in terms of their shift around transforming themselves from a very legacy technology platforms into a digital-first marketing organization. I'm also actively involved in the emerging world of agentic AI solutions, both through past fractional executive roles and my current board position with MyWave.ai. So I'm kind of deeply immersed in what we do. And I think these skills and insights are the things that I aim to bring to Straker. And acknowledging, yes, the market is tough, but our collective commitment, and that is the board, the executive, and the staff alike, is genuinely inspiring. I believe with our strong customer relationships, wonderful moats like IBM, clear market positioning, and advanced technology. I think we're very well placed to lead this change and secure a winning position in our sector globally and be respected as such.
It's been a privilege to contribute to Straker's journey so far. With your support, I'd be honored to continue serving, bringing my full commitment, energy, and expertise to help shape our future success together. Thank you.
Thank you, Stephen. It is noted in the Explanatory Statement that the board, with Mr. Bayliss abstaining, unanimously supports the re-election of Mr. Stephen Bayliss as an independent, non-executive director of the company. Resolution three is on the screen, and I now put the resolution to the meeting that Mr. Stephen Bayliss be re-elected as a director of the company. Are there any questions?
There are no questions.
Okay. Resolution four, issue of options to Director Grant Straker. The next item of business is the issue of options to our CEO, Mr. Grant Straker, under the company's 2020 Employee Share Options Scheme called the Options Issue
The proposed allocation of options forms part of Grant's performance-based remuneration for the current year. The Options Issue to Grant Straker falls within Listing Rule 10.14.1 and therefore requires the approval of the company's shareholders under Listing Rule 10.14. Resolution four is on the screen, and I now put the resolution to the meeting that for the purposes of ASX Listing Rule 10.14 and for all other purposes, shareholders be approved the issue of 200,500 options and the issue of underlying shares in respect of the options to Grant Straker, the CEO and Managing Director of the company, or as nominees pursuant to the company's 2020 LTI Employee Share Option Plan on the terms and conditions set out in the Explanatory Statement. Are there any questions?
There are no questions. There was obviously one earlier around that subject, which we have addressed.
Thank you.
Resolution number five, issue of options to closely related party to a director, Merryn Straker. The next item of business is the issue of options and the issue of underlying shares to a closely related party to a director of the company, being the Co-founder and Chief Operating Officer, Ms. Merryn Straker. The proposed allocation of options forms part of Merryn's performance-based remuneration for the current financial year. The proposed allocation of options to Merryn Straker falls within Listing Rule 10.14.2 and therefore requires the approval of the company's shareholders under Listing Rule 10.14.
Resolution five is on the screen, and I now put the resolution to the meeting that for the purposes of ASX Listing rule 10.14 and for all other purposes, shareholders approve the issue of 127,100 options and the issue of underlying shares in respect of the options to Merryn Straker, a related party of the company, or her nominees pursuant to the company's 2020 LTI Employee Share Option Plan on the terms and conditions set out in the Explanatory statement. Are there any questions?
No questions. Thank you.
An online poll will now be conducted on all resolutions put to the meeting. Voting will close in 15 minutes, so I now ask that shareholders complete their voting online and submit their votes. The results of the poll will be announced to the ASX as soon as they are available, most likely tomorrow.
To all of our shareholders who have joined this remote meeting, that concludes the formalities for the meeting, and I declare the meeting closed. We appreciate your attendance today, and I thank you for your ongoing support of the company. Good afternoon. Thank you.