Appendix 4E & Annual Report
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Spenda Limited
Appendix 4E
Preliminary final report
1. Company details
Name of entity: Spenda Limited
ABN 67 099 084 143
Reporting period: For the year ended 30 June 2026
Previous period: For the year ended 30 June 2025
2. Results for announcement to the market
Year ended
30 June 2026
$
Year ended
30 June 2025
$
Movement
$ %
Revenues from ordinary activities 8,780,384 7,989,053 791,331 10%
Loss from ordinary activities after tax attributable
to the owners of Spenda Limited (24,020,100) (24,309,737) 289,637 1%
Refer to commentary on the results for the year within the Review of results and operations contained within the
Annual Report.
3. Net tangible assets
30 June 2026 30 June 2025
cents cents
Net tangible assets (liabilities) per ordinary
security (0.0049) (0.002)
4. Control gained over entities
Spenda Group Services Pty Ltd.
5. Loss of control over entities
Not applicable.
6. Dividends
There were no dividends paid, recommended, or declared during the current financial period or previous period.
Spenda Limited
Appendix 4E
Preliminary final report
7. Dividend reinvestment plans
Not applicable.
8. Details of associates and joint venture entities
Not applicable.
9. Compliance Statement
This report has been prepared in accordance with AASB standards, other AASB authoritative pronouncements and
interpretations or other standards acceptable to the ASX. No other standards have been applied. This report and the
accounts upon which the report is based use the same accounting policies. This report gives a true and fair view of
the matters disclosed.
10. Audit qualification or review
This preliminary financial report is based on the audited annual report of Spenda Limited for the year ended 30 June
2026. The Company received an unqualified audit report with an emphasis of matter on going concern, as detailed in
the Independent Auditors Report to Members contained within the Annual Report.
Signed on behalf of the Board of Spenda Limited
________________________
Justyn Stedwell
Company Secretary
31 August 2026
RESTRICTED
Annual Report
FY26
www.spenda.co Spenda Limited ABN 67 099 084 143
Contents
Corporate directory 1
Corporate governance statement 2
Directors’ report 3
Auditor’s independence declaration 29
Consolidated statement of profit or loss and other comprehensive income 30
Consolidated statement of financial position 32
Consolidated statement of changes in equity 33
Consolidated statement of cash flows 34
Notes to the consolidated financial statements 35
Consolidated Entity Disclosure Statement 70
Directors’ declaration 72
Independent auditor's report 73
Additional stock exchange information 78
Spenda Limited • 2026 Annual Report 1
Corporate directory
Directors Niv Dagan (Non-Executive Chairman)
Peter Richards (Non-Executive Director)
Bill Pavlovski (Non-Executive Director)
Company secretary Justyn Stedwell
Registered office Suite 303, 365 Little Collins Street
Melbourne, Victoria 3000 Australia
Principal place of business Suite 303, 365 Little Collins Street
Melbourne, Victoria 3000 Australia
Share registry Automic Registry Services
Level 5, 126 Philip Street
Sydney, New South Wales 2000
Phone (local): 1300 288 664
Phone (international): +61 (2) 9698 5414
www.automic.com.au
Auditor William Buck
Level 20, 181 William Street
Melbourne, VIC 3000
Lawyers Thomsons
Level 23, Rialto South Tower, 525 Collins Street
Melbourne, VIC, 3001
Bankers Australia & New Zealand Banking Group Limited
833 Collins Street, Melbourne, Victora 3000
Stock exchange listing Spenda Limited’s shares are listed on the Australian Securities
Exchange (ASX code: SPX)
Website www.spenda.co
Spenda Limited • 2026 Annual Report 2
Corporate governance statement
In recognising the need for the highest standards of corporate behaviour and accountability, the Directors support
the principles of Corporate Governance. Where deemed appropriate, the Company follows the best practice
recommendations as set out by the ASX Corporate Governance Council. Where the Company has not followed
best practice for any recommendation, an explanation is given in the Corporate Governance Statement.
The Company’s Corporate Governance Statement is available on the Company’s website at www.spenda.co
Spenda Limited • 2026 Annual Report 3
Directors’ report
The Directors present their report together with the financial report of the consolidated entity (referred to hereafter
as the ‘Group’) consisting of Spenda Limited (‘Spenda’ or ‘the Company’) and the entities it controlled at the end
of, or during, the year ended 30 June 2026.
Directors
The following persons were directors of the Company during the whole financial year and up to the date of this
report, unless stated otherwise:
• Peter Richards
• Niv Dagan – Appointed 6 July 2026
• Adrian Floate – resigned 10 September 2025
• Stephen Dale – resigned 2 February 2026
• James Matthews – appointed 2 February 2026, resigned 21 February 2026
• Francis DeSouza – resigned 27 January 2026
• Karim Razak – appointed 10 September 2025, resigned 7 July 2026
• Irshad Mulla – appointed 23 February 2026 and resigned 22 June 2026
• Bill Pavlovski – appointed 22 June 2026
Principal activities
The Group offers an integrated platform that enables businesses across the supply chain to sell better and get
paid faster. Spenda is both a software solutions provider and a payment processor, delivering the essential
infrastructure to streamline processes before and after the payment event.
The payments solution has two components – Software & Payments – and enables end to end e-invoicing
integration, rapid ordering, digital trust and automated reconciliation. Spenda creates an industry standard
operating environment (‘SoE’) that enables the effective and seamless transfer of data from multiple, disparate
software systems in one standardised technology solution. Spenda provides the services of five vendors into one
solution with end-to-end software and supply integration as well as ledger-to-ledger integration to improve
operational efficiency for all trading parties in the supply chain.
Spenda captures transactions and payments through the value chain, generating layered revenue streams from
SaaS, both B2B and B2C payments and B2B supply chain finance.
Dividends
The Company did not pay any dividends during the 2026 financial year (2025: $nil). The Directors do not
recommend the payment of a dividend in respect to the 2026 financial year.
Spenda Limited • 2026 Annual Report 4
Directors’ Report (continued)
Review of results and operations
Results summary
The below table details key financial information for the year ended 30 June 2026 (FY26), with FY25 comparative:
30 June 2026 30 June 2025 Movement
Restated
$ $ $
Revenue – SaaS and Payments 8,780,384 7,989,053 791,331
Other income 622,779 655,801 (33,022)
Total income 9,403,163 8,644,854 758,309
Cost of services rendered (8,420,009) (4,384,539) (4,035,470)
Employee and directors’ benefits expense (4,127,641) (5,609,292) 1,481,651
Other expenses (4,143,704) (4,258,866) 115,162
Less: non-cash expenses/benefits
Share-based payment expense (26,203) (2,488,368) 2,462,165
Fair value adjustment on non-current asset - (300,000) 300,000
Depreciation and amortisation expense (1,520,755) (4,803,194) 3,282,439
Borrowing costs - (318,146) 318,146
Impairment of assets (6,460,874) (13,838,599) 7,377,725
Income tax expense 6,218 (32,865) 39,083
Loss after income tax from continuing operations (15,289,805) (27,389,015) 12,099,210
Revenue from continuing operations for FY26 was $8.8m compared to FY25 revenue of $8.0m, representing an
increase of $0.8m or 10%. This increase was predominantly driven by the growth of services provided under its SaaS
& payments CGU, as the Company shifted and focused on growing more profitable and sustainable revenue
streams.
The statutory net loss from continuing operations after income tax expense for FY26 was $15.3m (FY25: loss of
$27.4m). The FY26 results included the following non-cash items:
• $6.5m impairment on intangible assets; and
• $1.5m depreciation and amortisation expense.
Excluding the impact of accounting adjustments, the Company achieved a net loss after tax of $7.3m.
Spenda Limited • 2026 Annual Report 5
Directors’ Report (continued)
Review of results and operations (continued)
Operations summary
During FY26, Spenda accelerated its strategic turnaround, building on the structural reset initiated by the FY25
Limepay, Grapple and APG transactions. The Company's primary focus shifted toward streamlining operations by
concentrating resources on fewer, more scalable product lines and aggressively reducing the overhead cost base
to match current revenues. In the past year, the Company divested its Ledger platform to APG Pay, relaunched
Spenda Pay as an AI-powered accounts-payable product, received a $2.54 million R&D tax rebate and delivered
a series of cost-reduction programs while continuing to scale payment volumes across the platform.
APG Pay
Building on the technology services agreement executed with APG Pay in the final quarter of FY25 - a 10-year
exclusivity arrangement (with an option to extend for a further 10 years) to develop and commercialise a closed-
loop corporate credit and payments platform for corporate travel customers across Australia, New Zealand, Hong
Kong and Singapore. On 8 May 2026, Spenda divested its Spenda Ledger platform to APG Pay for $1.8 million, while
retaining the underlying commercial relationship, as part of the shift to a sales-led model built around Spenda Pay
and Spenda Retail.
Spenda Pay relaunch
On 2 March 2026, Spenda launched a redesigned Spenda Pay platform - an AI-powered accounts-payable
product enabling businesses to pay supplier invoices via their existing credit cards (including where cards are not
normally accepted), with dual rewards accrual, invoice processing up to five times faster than traditional
accounting platforms, and an integrated dashboard combining accounts payable, payments and rewards.
R&D tax rebate
On 18 February 2026, Spenda received a $2.54 million R&D tax rebate, providing non-dilutive balance-sheet support
during the year, consistent with the Group's practice (see FY25 Annual Report) of claiming the refundable R&D tax
offset available under the R&D tax incentive scheme.
Cost-reduction program
Following the leadership transition in September 2025, management pursued an aggressive, multi-phase cost-
reduction program. Q1 FY26 delivered savings of approximately $177,000 per month through a 25-30% headcount
reduction; by Q2 FY26 a further ~$320,000 per month had been cut; by Q3 FY26 cumulative annualised savings
reached approximately $4.5 million; and by late June 2026 management reported monthly savings of
approximately $400,000 since 1 May 2026 (an annualised run-rate of ~$4.8 million) delivered through headcount
reductions, contractor changes and reduced subscription and infrastructure spend.
Spenda Limited • 2026 Annual Report 6
Directors’ Report (continued)
Significant changes in the state of affairs
During the financial year, the Company implemented several strategic initiatives to further refine its focus on key
revenue drivers and bolster its service offerings to customers and to make the business more efficient, including:
• Divestment of the Spenda Ledger platform to APG Pay for $1.8 million (8 May 2026);
• A series of capital raisings: private placements in December 2025 and March 2026 ($1.4 million each); a
consolidation of ordinary shares and listed options completed 21 May 2026; and an accelerated pro-rata
renounceable entitlement offer (7 new shares plus 1 free option per share held) announced 9–10 June 2026,
targeting up to $8.545 million, which completed with the retail shortfall bookbuild on 10 July 2026;
• Securing of a convertible note agreement from Obsidian Global at a facility of $3.5 million to support working
capital and growth initiatives.
• Board changes: the resignation of Managing Director Adrian Floate (September 2025); the resignation of Non-
Executive Director Stephen Dale, the resignation of Executive Director Mr Francis DeSouza (January 2026), the
appointment and subsequent resignation of Mr James Matthews (February 2026), the appointment of Mr Irshad
Mulla and resignation (May 2026), the appointment of Karim Razak as Executive Chair (February 2026); the
appointment of Bill Pavlovski (June 2026) and the appointment of Niv Dagan as Non-Executive Chair (July 2026),
replacing Mr Razak who subsequently resigned;
• Release of 264,462,810 ordinary shares from voluntary escrow (20 September 2025), issued in connection with the
FY25 Limepay Pty Ltd acquisition; and
• The consolidation of the Company’s issued capital on a 1:20 basis, as approved by shareholders on the 8 May
2026.
Other than as referred to elsewhere in this report, there have been no other significant changes in the state of
affairs.
Likely developments and expected results
The likely developments in the economic entity’s operations, to the extent that such matters can be commented
upon are covered in the Review and Results of Operations.
Environmental regulation
The Group is currently not subject to any particular and significant environmental regulation under a law of the
Commonwealth or of a State or Territory.
Matters subsequent to the end of the financial year
As announced on 7 July 2026, Niv Dagan was appointed to the board as non-executive chairman, following the
resignation of Mr Karim Razak.
Further, as announced on 10 July 2026, the Company finalised its retail entitlement component raising a total $1.1m.
Apart from the above, no material matters occurred subsequent to the end of the financial year.
Spenda Limited • 2026 Annual Report 7
Directors’ Report (continued)
Key Business Risks & Challenges
The Group effectively manages risks and will continue to strengthen and invest in risk resources and capability to
proactively identify and manage risks as operations expand. The principal risks and business challenges for the
Group include:
1) Loss or failure to attract or retain key management personnel.
o Risks associated with a challenging employment market and the Group’s ability to attract new talent and
retain existing talent with a tightening labour market.
2) Ability for the Group to continue to drive customer and merchant growth.
o Ability to increase transaction volume, merchant and customer numbers;
o Increased competition and new sector entrants;
o Ability for the Group’s technology to integrate with third party platform’s; and
o Risks associated with macro-economic factors.
3) Risks related to technology infrastructure and intellectual property.
o Failures or disruptions to technology systems;
o Third party banking or processing performance;
o Exposure to security breaches and data protection issues; and
o Risks of superseded technology by market competitors.
4) Credit risk, fraud and other related risks.
o Risk of fraud, both internal and external;
o Risk of merchants unable to fulfil delivery of goods; and
o Risk of merchants/customers business failures resultant projected revenue shortfall.
5) Access to funding to support growth.
o Access to sufficient equity funding sources; and
o Access to sufficient debt funding sources.
6) Risks associated with compliance and changes to regulatory environment that may impact the Group’s
operations.
o Changes to payment system regulations;
o Anti-Money Laundering/Know Your Customer (“AML/KYC”) laws;
o Privacy laws; and
o Financial product regulations.
Spenda Limited • 2026 Annual Report 8
Directors’ Report (continued)
Information on directors
Name: Niv Dagan
Title: Non-Executive Chairman
Qualifications: B Com from University of Melbourne
Experience and expertise: Niv has over 15 years’ experience in the capital and asset
management markets. He is the founder and executive director of
Peak Asset Management, focusing on growing the firm’s underlying
business and presence across Australia, Asia and US. Prior to
founding peak, Niv at Macquarie Bank for three years, servicing a wide
range of institutional, intermediary and offshore hedge funds.
Other current directorships: Noviq Tech Ltd (ASX: NVQ) and
Terra Critical Minerals Limited (ASX: T92)
Former directorships (last 3 years): None
Special responsibilities: Chairman of the Board
Interests in shares: 140,579,069
Interests in options: 71,112,500
Name: Peter Richards
Title: Non-Executive Director
Qualifications: B Com from University of Western Australia
Experience and expertise: Peter is an experienced independent director with over 40 years of
international business experience with global companies including
British Petroleum, Wesfarmers Limited, Dyno Nobel Limited and Norfolk
Holdings Limited. During his time at Dyno Nobel, he held several senior
positions within the North American and Asia Pacific businesses,
before being appointed as Chief Executive Officer based in Australia
(2005 to 2008).
Other current directorships: Chairman of GrainCorp Limited (ASX: GNC) and
Chairman of Symal Group Limited (ASX: SYL)
Former directorships (last 3 years): Emeco Holdings Limited (ASX: EHL)
Special responsibilities: Member of the Remuneration Committee
Interests in shares: 3,318,786
Interests in options: 1,300,000
Spenda Limited • 2026 Annual Report 9
Directors’ Report (continued)
Information on directors (continued)
Name: Bill Pavlovski
Title: Non-Executive Director
Qualifications Bachelor of Business (Applied Economics/International Trade),
Victoria University
Experience and expertise: Mr. Pavlovski is an experienced Company Director and capital
markets professional with over 15 years of experience across banking,
stockbroking and funds management. He has served as a Non-
Executive Director of an ASX and JSE dual-listed resources company,
contributing to board-level decision making across strategic
planning, corporate governance, equity plans and remuneration, and
serving on both the Audit and Risk Committee and the Safety, Health,
Environment & Technical Committee. Mr. Pavlovski's capital markets
career spans institutional banking, stockbroking and investment
advisory roles. He worked for a number of years at ANZ Banking Group,
where he held roles in Equity Capital Markets and Commodities and
Currency Options, executing transactions and developing structured
investment alternatives for institutional private banking clients
across equities, foreign exchange, interest rate hedging and
structured products. He subsequently built on this foundation as an
Investment Advisor and Fund Manager, advising high net worth
clients and executing investments across equities, commodity
markets, and assisting both listed and unlisted entities with capital
raisings across multiple sectors within ASX small capitalisation
companies. He holds a degree in Applied Economics and
International Trade and is compliant with ASIC Regulatory Guide 146
(RG146) for licensing.
Other current directorships: Go DX Corporation (Aust) Limited (NSX: GD8)
Former directorships (last 3 years): MC Mining Limited (ASX: MCM)
Special responsibilities: None
Interests in shares: Nil
Interests in options: Nil
Other current directorships quoted above are current directorships for listed entities only and excludes
directorships of all other types of entities, unless otherwise stated.
Former directorships (last 3 years) quoted above are directorships held in the last 3 years for listed entities only
and excludes directorships of all other types of entities, unless otherwise stated.
Company secretary
Justyn Stedwell has a Bachelor of Business & Commerce (Management and Economics) from Monash University,
a Graduate Diploma of Accounting at Deakin University, a Graduate Diploma in Applied Corporate Governance
with the Governance Institute of Australia and a Graduate Certificate of Applied Finance with Kaplan Professional.
Justyn has over nineteen years’ experience acting as a Company Secretary of ASX listed companies in a wide
range of industries. He has also acted as a director of several ASX listed companies.
Spenda Limited • 2026 Annual Report 10
Directors’ Report (continued)
Meetings of directors
The number of meetings of the Company’s Board of Directors (‘the Board’) and of each Board committee held
during the year ended 30 June 2026, and the number of meetings attended by each director were:
Full Board
Attended Able to Attend
Peter Richards 27 27
Stephen Dale 13 13
Adrian Floate 3 3
James Matthews 1 1
Irshad Mulla 12 12
Karim Razak 19 19
Francis DeSouza 10 10
Bill Pavlovski - -
Spenda Limited • 2026 Annual Report 11
Directors’ Report (continued)
Remuneration Report (Audited)
The Directors present the Group’s Remuneration Report for the financial year ended 30 June 2026 (‘FY26 Report’).
The FY26 Report has been prepared in accordance with the disclosure requirement of the Corporations Act 2001
(Cth), the regulations made under the Act and Australian Accounting Standard AASB 124: Related Party Disclosures
and outlines the remuneration arrangements for the Key Management Personnel (‘KMP’) of the Group during FY26.
KMP are those persons who directly or indirectly had authority and responsibility for planning, directing and
controlling the Group’s activities during the reporting period.
The Report contains the following sections:
a) KMP covered in this report
b) Remuneration policy and link to performance
c) Elements of executive remuneration
d) Link between executive remuneration and performance
e) Overview of non-executive director remuneration
f) Remuneration expenses for KMP
g) Contractual arrangement with KMP
h) Use of remuneration consultants
i) Voting and comments made at the Company’s 2025 Annual General Meeting
a) KMP covered in this report
Name Position Term as KMP
Non-Executive Directors
Peter Richards Non-Executive Director Full financial year
Stephen Dale Non-Executive Director From 1 July 2025 to 2 February 2026 (resigned)
Irshad Mulla Non-Executive Director From 23 February 2026 to 22 June 2026
(resigned)
James Matthews Non-Executive Director From 2 February 2026 to 21 February 2026
(resigned)
Bill Pavlovski Non-Executive Director From 22 June 2026
Executive Directors
Adrian Floate Chief Executive Officer and
Managing Director
From 1 July 2025 to 10 September 2025
(resigned)
Karim Razak Executive Chairman From 26 November 2025 to 30 June 2026
(resigned 7 July 2026)
Francis DeSouza Executive Director From 10 September 2025 to 27 January 2026
(resigned)
Executives
David Wood Chief Technology Officer Full financial year
Olivia Johnson Chief People Officer From 1 July to 30 September 2025 (resigned)
Corrie Hassan Chief Operations Officer From 1 July 2025 to 8 May 2026 (resigned)
Andrew Britz Chief Technical Officer From 1 July 2025 to 8 May 2026 (resigned)
b) Remuneration policy and link to performance
Remuneration Policy
The remuneration of all Executives and Non-Executive Directors, Officers and Employees of the Group is determined
by the Board.
The Group is committed to remunerating Senior Executives and Executive Directors in a manner that is market-
competitive and consistent with best practice, including in the interests of shareholders. From time to time, the
Board may engage external remuneration consultants to assist with this review.
Spenda Limited • 2026 Annual Report 12
Directors’ Report (continued)
Remuneration Report (Audited) (continued)
c) Elements of executive remuneration
Fixed remuneration
Executives may receive their fixed remuneration as cash. Fixed remuneration is reviewed annually or on promotion.
It is benchmarked against market data for comparable roles in companies in a similar industry and with similar
market capitalisation. The Board aims to position Executives at or near the median, with flexibility to take into
account capability, experience, and value to the Group and performance of the individual. Superannuation is
included in fixed remuneration.
Short-term incentives
The purpose of a short-term performance-based incentives are to reward individuals and teams based on
performance in line with Group’s objectives. Consequently, performance-based remuneration is paid to an
individual where the individual’s performance clearly contributes to a successful outcome for the Group. This is
regularly measured by Key Performance Indicators (‘KPIs’).
Long-term incentives
Similarly, the purpose of a long-term performance-based incentives are to reward individuals and teams based
on performance in line with Group’s vision. Consequently, performance-based remuneration is paid to an
individual where the individual’s performance clearly contributes to a successful trend for the Group.
Incentive Plans
The Company established an Employee Securities Incentive Plan (‘ESIP’), that was approved by shareholders at
the Company’s general meeting held on 20 May 2021. The ESIP is designed to assist the Group to attract and retain
key staff, whether employees or contractors. The Bord believes that grants made to eligible participants under the
plan will provide a powerful tool to underpin the Group’s employment and engagement strategy. The key terms of
the ESIP are outlined below:
Eligibility The ESIP is open to all employees of the Group, or other person (eligible employees) declared
by the Board to be eligible.
Instrument Grant of securities under the ESIP may comprise of ordinary shares of the Company, options
(listed or unlisted), performance rights or other convertible security.
Terms and
conditions
applicable to
an offer under
the ESIP
The Board has absolute discretion to determine the terms and conditions applicable to an
offer under the ESIP including:
● any conditions to be satisfied before a securities will be granted;
● any vesting, performance or other conditions required to be satisfied before securities
vest and/or may be exercised;
● securities exercise period;
● any applicable issue price or exercise price; and
● the closing date and expiry date.
Forfeiture and
termination
Where a Participant who holds Convertible Securities ceases to be an Eligible Participant or
becomes insolvent, all unvested Convertible Securities will automatically be forfeited by the
Participant, unless the Board otherwise determines in its discretion to permit some or all of
the Convertible Securities to vest.
Where the Board determines that a Participant has acted fraudulently or dishonestly, or
wilfully breached his or her duties to the Group, the Board may in its discretion deem all
unvested Convertible Securities held by that Participant to have been forfeited.
Spenda Limited • 2026 Annual Report 13
Directors’ Report (continued)
Remuneration Report (Audited) (continued)
d) Link between executive remuneration and performance
Statutory performance indicators
The Group aims to align the Executive remuneration to the strategic and business objectives and the creation of
shareholder wealth. The table below shows measures of the Group’s financial performance over the last five years,
as required by the Corporations Act 2001.
Company Performance 2026 2025 2024 2023 2022
From continuing operations
Revenue ($) 8,780,384 7,989,053 5,375,010 3,111,513 2,245,971
Net loss before tax ($) (15,296,023) (27,356,150) (13,156,860) (10,995,506) (54,960,717)
Net loss after tax ($) (15,289,805) (27,389,015) (13,205,019) (11,002,914) (50,241,209)
Key management remuneration ($) (1,987,882) (3,956,836) (3,363,198) (2,858,738) (2,928,043)
Share price at the end of year ($) 0.003 0.007 0.008 0.008 0.009
Dividend ($) - - - - -
Basic loss per share (cents per share) (5.51) (0.53) (0.33) (0.34) (1.62)
Diluted loss per share (cents per share) (5.51) (0.53) (0.33) (0.34) (1.62)
e) Overview of non-executive director remuneration
Non-Executive Directors are remunerated out of the maximum aggregated amount approved by shareholders and
at a level that is consistent with industry standards. In determining non-executive fees, the Board aims to ensure
that remuneration practices are:
● competitive and reasonable, enabling the Group to attract and retain key talent;
● aligned to the Group’s strategic and business objectives and the creation of shareholder value;
● transparent and easily understood; and
● acceptable to shareholders.
The maximum annual Non-Executive Directors fee pool limit is $500,000, which was approved by shareholders at
the Company’s Annual General Meeting, held on 31 January 2022.
The table below summarises the maximum Board fees payable to Non-Executive Directors, effective from 7 July
2026 upon which Mr Niv Dagan became chairman of the Company.
Board fees $
Chairman 80,000
Non-Executive Directors 60,000
All Non-Executive Directors enter into a service agreement with the Company in the form of a letter of appointment.
The letter summarises the Board policies and terms, including remuneration, relevant to the office of director. Non-
Executive Directors may be reimbursed for expenses reasonably incurred in attending to the Group’s affairs. Non-
Executive Directors may receive performance-based bonuses but not retirement allowances. Prior shareholder
approval is required to participate in any issue of equity.
Spenda Limited • 2026 Annual Report 14
Directors’ Report (continued)
Remuneration Report (Audited) (continued)
f) Remuneration expenses for KMP
The following table sets out the details of the remuneration of the Directors and the KMP of the Group for the financial year ended 30 June 2026.
Fixed Remuneration Variable Remuneration
KMP
Salary &
entitlements
settled or
accrued
Salary & Fees
settled in
equity
Post-
employment
benefits
Long term
benefits
Sub
Total Cash Bonus
Share-
based
payments Total
% Linked to
Performance
$ $ $ $ $ $ $ $ %
Non-Executive Directors
Peter Richards 2
31,000 37,802 - - 68,802 - 15,804 84,606 -
Stephen Dale ¹ 40,000 - 3,023 - 43,023 - 2,202 45,225 -
James Matthews ¹ 5,000 - 600 - 5,600 - - 5,600 -
Irshad Mulla ¹ 16,250 - 2,550 - 18,800 - - 18,800 -
Bill Bavlovski 2,000 - - - 2,000 - - 2,000 -
Executive Directors
Adrian Floate ¹ 142,746 - 9,404 - 152,150
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