Announcement PDF www.spenda.co Spenda Limited ABN 67 099 084 143 Annual Report FY25 Contents Corporate directory 1 Corporate governance statement 2 Directors’ report 3 Remuneration Report (Audited) 13 Auditor’s independence declaration 32 Consolidated statement of profit or loss and other comprehensive income 33 Consolidated statement of financial position 34 Consolidated statement of changes in equity 35 Consolidated statement of cash flows 36 Notes to the consolidated financial statements 37 Consolidated Entity Disclosure Statement 73 Directors’ declaration 74 Independent auditor's report 75 Additional stock exchange information 82 Corporate directory Directors Peter Richards (Non-Executive Chairman) Francis DeSouza (Executive Director) Stephen Dale (Non-Executive Director) Company secretary Justyn Stedwell Registered office Building B, The Garden Park 355 Scarborough Beach Road Osborne Park, Perth, Western Australia 6017 Principal place of business Building B, The Garden Park 355 Scarborough Beach Road Osborne Park, Perth, Western Australia 6017 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 Kings Park Legal Pty Ltd 25 Richardson Street West Perth, WA 6005 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 Spenda Limited • 2025 Annual Report www.spenda.co 1 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 • 2025 Annual Report 2 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 2025. 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 • • • • • • Adrian Floate – resigned 10th September 2025 Howard Digby – resigned 21st November 2024 Stephen Dale David Laird – resigned 28th April 2025 Andrew Kearnan – resigned 4th April 2025 Francis DeSouza – appointed 10th September 2025 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 Lending – and enables end to end einvoicing 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. Spenda’s ability to analyse and understand payment flows throughout these networks enables the Company to offer customised financing solutions to clients, to improve their working capital efficiency and cash utilisation throughout their operations. Dividends The Company did not pay any dividends during the 2025 financial year (2024: $nil). The Directors do not recommend the payment of a dividend in respect to the 2025 financial year. Spenda Limited • 2025 Annual Report 3 Directors’ Report (continued) Review of results and operations Results summary The below table details key financial information for the year ended 30 June 2025 (FY25), with FY24 comparative: 30 June 2025 $ 30 June 2024 $ Movement Revenue – SaaS and Payments Revenue – Loan Interest Other income 7,989,053 3,094,759 2,384,716 2,842,535 2,532,475 163,702 5,146,518 562,284 2,221,014 Total income 13,468,528 5,538,712 7,929,816 Cost of services rendered Employee and directors’ benefits expense Other expenses Less: non-cash expenses/benefits (6,128,935) (5,609,292) (4,258,866) (2,246,013) (5,545,952) (2,919,176) (3,882,922) (63,340) (1,339,690) Share-based payment expense Fair value adjustment on non-current asset Depreciation and amortisation expense Borrowing costs Impairment of assets Income tax expense (2,488,368) (300,000) (4,803,194) (318,146) (13,838,599) (32,865) (1,823,051) (1,725,000) (3,662,728) (773,652) (48,159) (665,317) 1,425,000 (1,140,466) 455,506 (13,838,599) 15,294 Statutory net loss after income tax expense (24,309,737) (13,205,019) (11,104,718) $ Revenue for FY25 was $11.1m compared to FY24 revenue of $5.4m, representing an increase of $5.7m or 106%. This increase was predominantly driven by the expansion of services provided to key strategic customers, the acquisition of Limepay Pty Ltd and new revenue streams generated through blending Software, Payments and Lending. The statutory net loss after income tax expense for FY25 was $24.3m (FY24: loss of $13.2m). The FY24 results included the following non-cash items: • • • $13.8m impairment on goodwill and intangible assets; $2.4m share-based payments expense; $0.3m fair value adjustment through profit or loss; • $4.8m depreciation and amortisation expense; and • $0.3m borrowing costs. Excluding the impact of accounting adjustments, the Company achieved substantial revenue growth with minimal increase in overhead expenses and intends to replicate this outcome in FY26. Spenda Limited • 2025 Annual Report 4 Directors’ Report (continued) Review of results and operations (continued) Operations summary In FY25, Spenda built on the foundations from the previous year to achieve long-term, sustainable revenue and earnings. In the past year, Spenda acquired Limepay Pty Ltd (‘Limepay’), sold it’s invoice finance book to Grapple Fund Pty Ltd (‘Grapple’) and entered into a technology services agreement with APG Pay Pty Ltd (“APG”) to develop and commercialise a closed loop corporate credit and payments platform. Additionally, the company continued to scale all product lines and increased payments volumes across the platform. Limepay During the first quarter of the financial year, the Company acquired Limepay as a key strategic acquisition to provide the Company with a B2B payments ready technology platform, ready to deploy within the existing Spenda ecosystem. The acquisition provided a number of strategic advantaged by maximising the impact of a consolidated product road map, additional highly skilled and qualified product and development workforce and significantly increased capability and capacity in payments. Limepay provides a robust and scalable cloud-based platform comprising a portfolio of software tools to enable corporates and financial institutions to provide white-labelled embedded finance solutions to their customers. These include encompassing payment acceptance, instalment options, lending, working capital and marketplace solutions. Prior to acquisition, Limepay had a robust pipeline of enterprise level clients at various stages in the sales cycle that the Company has been contracting over the financial year to use Limepay and Spenda’s products suite. Grapple During the third quarter, the Company announced the execution of an asset sale agreement with Grapple Invoice Finance Fund Pty Ltd (“Grapple”), for the sale of the Company’s invoice finance loan book via its subsidiary Spenda Cash Flow Pty Ltd (“SCF”), the entity servicing the Company’s invoice finance loan book. The sale of the loan book was done in order to restructure the balance sheet and release capital, and builds on the Company’s software capability in managing financing flows, credit processes, risk management, payment reconciliation and enables a shift in focus to third party lending products to be onboarded via the platform rather than being an on balance sheet lender. APG During the final quarter, the Company executed a technology services agreement with APG to develop and commercialise a closed loop corporate credit and payments platform. Under the terms of this agreement, the Company’s have formed a strategic collaboration to develop and deliver the technology and services underpinning the launch and operation of the platform, which will embed finance solutions directly into Spenda’s existing payments and software infrastructure. The platform was designed to support corporate customers and travel partners across Australia and the AsiaPacific region. The partnership will launch the fist phase of capability of supporting corporate travel customers in Australia, New Zealand, Hong Kong and Singapore as well as the Carpet Court Channel. With this agreement, both Company’s have committed to a 10-year exclusivity agreement with an option to extend for another 10 years. The first build of this product generated $1.4M in software development fees for the Company, with more evisaged in FY25. Spenda Limited • 2025 Annual Report 5 Directors’ Report (continued) Review of results and operations (continued) Key Strategic Partnerships Carpet Court Carpet Court is the largest retail floor covering specialist in Australia, with a growing network of 205 franchised stores, with a presence in every State and Territory. Spenda and Carpet Court commenced working together in late 2022 to transform the network’s payments infrastructure, from end-consumer right through to suppliers, by digitizing the store invoice-to-payment processes and improving data integration and analysis throughout the network. Spenda’s Pay-Statement-By-Link (“Spenda PSBL”) payments infrastructure continues to be used across the Carpet Court franchise network, where 100% of the payments flow from the 205 stores to Carpet Court’s National Support Centre (“NCS”) is processed through the Spenda platform. Spenda’s two core products, SpendaAR and Spenda PSBL solutions now deliver e-Invoicing, dispute management and B2B payments to the Carpet Court network. Additionally, Standard Operating Environment (“SoE”) is in the final stages of it’s pilot phase with an anticipated roll out to the member network over the next financial year. This product will replace the existing environment that Carpet Court operates in, providing efficiencies and cost savings across the board. With the rollout of SoE, the Company then intends to continue rollout of B2C payments, including digital payment options and Spenda Point of Sale (“POS”) terminals in-store. Capricorn Capricorn is a member-based organisation established in 1974 to primarily support businesses in the automotive industry. Its current network consists of over 28,000 members and more than 2,000 preferred Suppliers in every State and Territory in Australia and New Zealand. Capricorn’s members purchase ~$270 million per month in parts from the approved Supplier network. In December 2023, Spenda signed a 10-year MSLA with Capricorn for the provision of software and ecommerce payments infrastructure, following the successful completion of the Foundation Stage of the Digital Services Delivery (“DSD”) initiative. The DSD initiative is a significant and strategic project that upgrades the payments infrastructure to Capricorn’s Member and preferred Supplier network to increase productivity and create efficiencies for Members, preferred Suppliers and Capricorn. The new payments solutions will enable all Capricorn Members to access eCommerce payment solutions, that are powered by Spenda. The project itself is now nearing completion and is expected to conclude in Q1 FY26. In 2H FY24, Spenda worked closely with Capricorn to customise its payments infrastructure for use by Capricorn’s Members and preferred Supplier network, with the onboarding of the network expected in 1H FY25. The parties have also agreed to a 5+5 year option, which if exercised, would extend the agreement to a 20-year term. The MSLA lays a foundation for both parties to build further joint initiatives that can improve the digitisation of the automotive industry over a decades long horizon. In April 2025, Capricorn continued it’s investment in Spenda by providing a working capital facility of $3M in addition to its cornerstone investment in 2024 of $7.2m via a private placement, reflecting Capricorn’s confidence in Spenda’s unique payments software and the Company’s earnings potential over time. Spenda Limited • 2025 Annual Report 6 Directors’ Report (continued) Review of results and operations (continued) Spenda’s One Platform Strategy Across all partnerships, Spenda is focused on a ‘One Platform’ strategy whereby Spenda’s goal is to deliver a single integrated platform that streamlines business across the entire supply chain drivind liquidity and payment. We do this by transforming the way businesses trade and get paid by automating workflow processes between and within a business, and improving the organisational visibility, efficiency and cash flow. Figure 1. Spenda’s One Platform Model Spenda’s strategy is to disintermediate supply chains and aggregator networks with an ecosystem that solves problems throughout the whole supply chain or network. We do this by end to end digital workflow, with the system providing the quote, invoice payment and reconciliation. Additionally, all data is sync’d seamlessly through real time ledger to ledger integration. It also provides choice, with flexible finance options via embedded payment and credit choices. Finally, it provides a consolidated invoice statement (Swift Statement), which delivers the invoice, full reconciliation and payment all in one. What this model does is provide business with faster payment flows, reduced operation and administrative costs, automates invoicing and reconciliation and provides enhanced financial insights. Spenda Limited • 2025 Annual Report 7 Directors’ Report (continued) Review of results and operations (continued) Figure 2: Payments volumes on Spenda platform over past three financial years Total payment volume on Spenda’s platform was up 101% on pcp, from $96m in FY23, $250m in FY24 and $363m in FY25 primarily due to increased volumes through the Carpet Court network and the acquisition of Limepay. Significant changes in the state of affairs During the financial year, the Company made a number of strategic initiatives to further refine it’s focus on key revenue drivers and bolster its service offerings to its customers. As announced on July 2024, the Company signed a binding Share Sale Agreement (“SSA”) to acquire 100% of the issued capital of Limepay Pty Ltd (“Limepay”), for up to $8m, in an all-script transaction. The acquisition was completed on the 20th September 2024. Additionally, the Company executed an asset sale agreement to sell its invoice financing portfolio to Grapple Fund Pty Ltd (‘Grapple’) for a consideration of $2m, of which $1.5m is deferred in 10 equal instalments to be paid no later than 1 year from completion date. Lastly, the company entered into a working capital facility of $3m with Capricorn Society Limited (‘Capricorn’), repayable in quarterly equal instalments commencing April 2027. Other than as referred to elsewhere in this report, there have been no other significant changes in the state of affairs. Spenda Limited • 2025 Annual Report 8 Directors’ Report (continued) Matters subsequent to the end of the financial year On August 19th 2025, the Company entered into and drew down funding of a convertible note from Obsidian Global GP, LLC for a total of $1.25M of a total facility limit of $3.5M. The terms of the note are as follows : - Maturity date of 2 years Face value of $1.20 per note Issue of 100,000,000 placement shares with the investor given the right to buy these shares at a price equal to 90% of the average of the lowest 3 daily VWAP during 15 actual trading days prior. On the 10th September 2025, Mr Adrian Floate (Managing Director) resigned from his position in the Company. Additionally, Mr Francis DeSouza was appointed as an Executive Director in the Company on the 10th September 2025. Apart from the above, no material matters occurred subsequent to the end of the financial year. 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. Spenda Limited • 2025 Annual Report 9 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) 3) Ability for the Group to continue to drive customer and merchant growth. o Ability to increase transaction volume, merchant and customer numbers; o o o Increased competition and new sector entrants; Ability for the Group’s technology to integrate with third party platform’s; and Risks associated with macro-economic factors. Risks related to technology infrastructure and intellectual property. o o o o 4) Credit risk, fraud and other related risks. o o o 5) Risk of fraud, both internal and external; Risk of merchants unable to fulfil delivery of goods; and Risk of merchants/customers business failures resultant projected revenue shortfall. Access to funding to support growth. o o 6) Failures or disruptions to technology systems; Third party banking or processing performance; Exposure to security breaches and data protection issues; and Risks of superseded technology by market competitors. Access to sufficient equity funding sources; and Access to sufficient debt funding sources. Risks associated with compliance and changes to regulatory environment that may impact the Group’s operations. o o o o Changes to payment system regulations; Anti-Money Laundering/Know Your Customer (“AML/KYC”) laws; Privacy laws; and Financial product regulations. Spenda Limited • 2025 Annual Report 10 Directors’ Report (continued) Information on directors Name: Title: Peter Richards Non-Executive Chairman Qualifications: Experience and expertise: B Com from University of Western Australia 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, Other current directorships: Former directorships (last 3 years): Special responsibilities: before being appointed as Chief Executive Officer based in Australia (2005 to 2008). Chairman of GrainCorp Limited (ASX: GNC) Emeco Limited (retired 31 May 2024) (ASX: EHL) Chairman of the Board and Member of the Remuneration Committee Interests in shares: Interests in options: 61,375,721 74,333,333 Name: Title: Francis DeSouza Executive Director (appointed 10 th September, 2025). Qualifications: Experience and expertise: B Com from Curtin University Francis is a seasoned executive with over 20 years of experience in capital markets and investment banking, specialising in the resources and technology sectors. He has held Non-Executive Director roles across multiple ASX-listed companies, where he led strategic initiatives including asset identification, acquisition, and corporate recapitalisation. He was also a co-founder of Appstablishment by Spenda in 2021. Software Group Ltd which was acquired In his current role as Executive Director, he oversees the company’s commercial strategy, driving growth through strategic partnerships, market expansion, and customer engagement. Other current directorships: Former directorships (last 3 years): Special responsibilities: Interests in shares: Interests in options: Spenda Limited • 2025 Annual Report My Foodie Box Limited (to be renamed Tarrina Resouces Limited) None Executive Director 37,000,000 NIL 11 Directors’ Report (continued) Information on directors (continued) Name: Title: Stephen Dale Non-Executive Director Experience and expertise: Stephen has successfully started, developed, managed and sold businesses across diverse sectors including telecommunications, logistics, retail furniture and equestrian ventures. Since 2003 he was a Board member of Saddleworld Australia, a franchised retai l group, having served as chairman or deputy chairman for 15 years. He also served as a founding member of the Assumption College Kilmore Other current directorships: Former directorships (last 3 years): Special responsibilities: advisory board for 14 years. His current activities include paddock to plate retail of heritage beef and pork and development of a beef cattle breeding stud. None None Member of the Remuneration Committee Interests in shares: Interests in options: 1,694,444 25,000,000 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 eighteen 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. 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 2025, and the number of meetings attended by each director were: Full Board Peter Richards ¹ Stephen Dale ¹ Adrian Floate ¹ Howard Digby ¹,2 David Laird ¹,2 Andrew Kearnan ¹,2 Attended 19 19 19 3 14 13 Remuneration Committee Held 19 19 14 4 14 13 Attended 2 2 2 2 1 2 Held 2 2 2 2 2 2 ¹ Members of the Remuneration Committee Mr Digby, Mr Kearnan, Mr Laird and Mr Floate resigned on 21st November 2024, 4th April 2025, 28th April 2025 and 10th September 2025 respectively. 2 Spenda Limited • 2025 Annual Report 12 Directors’ Report (continued) Remuneration Report (Audited) The Directors present the Group’s Remuneration Report for the financial year ended 30 June 2025 (‘FY25 Report’). The FY25 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 FY25. 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) b) c) d) e) f) KMP covered in this report Remuneration policy and link to performance Elements of executive remuneration Link between executive remuneration and performance Overview of non-executive director remuneration Remuneration expenses for KMP g) Contractual arrangement with KMP h) Use of remuneration consultants i) Voting and comments made at the Company’s 2024 Annual General Meeting a) KMP covered in this report Name Position Term as KMP Non-Executive Directors Peter Richards Howard Digby Stephen Dale David Laird Andrew Kearnan Non-Executive Chairman Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Full financial year From 1 July to 21st November 2024 Full financial year From 1 July to 28th April 2025 From 1 July to 4th April 2025 Chief Executive Officer and Managing Director Executive Director Full financial year (resigned 10th September 2025) From 30th November 2024 (appointed as Executive director from 10th September 2025) Chief Financial Officer Chief Product Officer Chief Commercial Officer Chief People Officer ¹ Chief Operations Officer Chief Technical Officer From 1 July to 29th November 2024 Full financial year From 1 July to 14th March 2025 Full financial year Full financial year From 20th September 2024 Executive Directors Adrian Floate Francis DeSouza Executives Richard Jarvis David Wood Andy Hilton Olivia Johnson Corrie Hassan Andrew Britz ¹ During the financial year, Ms Johnson transitioned from her former role as Chief Revenue Officer to Chief People Officer. 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 marketcompetitive 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 • 2025 Annual Report 13 Directors’ Report (continued) Remuneration Report (Audited) (continued) Executive Remuneration policies and framework The Group rewards Executives with a level and mix of remuneration appropriate to their position, responsibilities and performance, in a way that aligns with the business strategy. Executives receive fixed remuneration and variable remuneration consisting of short-term incentive (‘STI’) and long-term incentive (‘LTI’) opportunities. The chart below provides a summary of the structure of executive remuneration in FY25: Structure of Executive Remuneration FY25 Fixed Remuneration Base salary + superannuation + benefits Variable ‘At-risk’ Remuneration STI LTI Cash + Securities Securities Cash portion equates to a maximum 25% of Base salary. All STIs are subject to the achievement Vest upon achievement of performance conditions of performance conditions 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. Spenda Limited • 2025 Annual Report 14 Directors’ Report (continued) Remuneration Report (Audited) (continued) The Group uses several KPIs to determine achievement, depending on the role of the Executive being assessed. These include activities relating to: ● ● ● ● ● successful acquisitions of synergistic businesses; successful contract negotiation and execution; growth in revenue; successful achievement of project milestones within budget and on time; and successful achievement of software launch milestones. 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 str