Announcement PDF FY25 Results , Xref is transitioning to a full subscription-based business, with annuity revenue now forming the majority. The company has streamlined operations and its business model to accelerate growth and reduce overheads. The focus is now on a single technical platform, complemented by self-sign-on and auto­ renewal subscriptions, aiming to further boost recurring annuity revenue. Tom Stianos Chairmain Download the 2025 Investor Presentation View our 2025 Investor Presentation along with video commentary from Xrefs Founder and CEO. Lee-Martin Seymour Download .±:, ><REF Presentation Aug ust 2025 stor e v n I ef r X 5 2 20 Presentation eholder ASX : XF1 Shar 0View the guide LOOI< out for the Founder·s take walkthroughs as you go 02 Chairman’s Report Dear Shareholders, I am pleased to present the Xref annual report for the year ended 30 June 2025. Your company continues to make excellent progress in its transition to a full subscription-based business with most of our revenue now being annuity based. In FY25 revenue increased by 7% to $21.3m, while cost of sales decreasing to $2.3m, resulting in gross profit of $19.0m for the year. With a further 9% reduction in operating cost the business achieved a positive operating cash flow and is well placed to remain so in the year ahead. Some of the operating costs incurred during the year relate to the strategic review and the Seek transaction costs which are not recurring. EBITDA was positive $2.5m, a significant turnaround from and EBITDA loss of $1.8m in the prior year. During the year, the company received an offer from Seek limited to acquire all the shares in Xref under a scheme of arrangement. The offer was a 61% premium to the share price at the time but was rejected by shareholders as being inadequate. Since then, management has progressed its plans to grow Xref and has secured a placement of $3.6m from a strategic partner to strengthen the company’s balance sheet. At this time the company also strengthened the Board by adding two new talented directors: • • • Jon Newbery, who also takes on chair of the Audit and Risk committee, and Jake Phillpot, who brings practical experience in commercialising and growing SaaS businesses Following these appointments, Nigel Heap took on the chair of the Remuneration committee The Company has recently streamlined and simplified its operations and business model to accelerate growth while reducing overheads. This will result in focussing the company onto: • • • A single technology platform Standard contract and terms for all product offerings, and A single product brand Coupled with this restructure, Xref has introduced self-sign-on (May 2025) plus auto renewal of subscription contracts which aims to further increase Annual Recurring Revenue (ARR). In the year ahead, Xref aims to progressively pay down debt without the need for further capital raising by focussing on further efficiencies (including the use of AI-based support agents). I would like to thank management and staff for their dedication and achievement despite the disruptions during the year. I would also like to thank our shareholders for their support throughout the year. Sincerely, Tom Stianos Chairman 28 August 2025 Xref Limited | Annual Report 2025 | 5 Directors’ Report The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the ‘consolidated entity’) consisting of Xref Limited (referred to hereafter as the ‘company’ or ‘parent entity’) and the entities it controlled at the end of, or during, the year ended 30 June 2025. Directors The following persons were directors of Xref Limited during the whole of the financial year and up to the date of this report, unless otherwise stated: • Thomas Stianos • Lee-Martin Seymour • Nigel Heap • Jake Phillpot (Appointed 21 March 2025) • Jon Newbery (Appointed 21 March 2025) Principal Activities During the financial year, the consolidated entity continued to conduct its core activity, which was to develop human resources technology that helps organisations reduce staff turnover through better hiring and employee engagement driven by the Xref employee engagement and analytics platform. Dividends There were no dividends paid, recommended or declared during the current or previous financial year. Operating and Financial Review The loss for the Group after providing for income tax amounted to $1,953,345 (30 June 2024: loss of $5,681,097). Review of Operations FY2025 was a year marked by • Continuing emphasis on transition of customers to the SaaS business model and a new platform • A strategic review that led to an unsuccessful public offer by Seek Limited • New product launches - new permissioning product, self sign-on for new clients, AI products, talent pool • An increase in vendors offering checks on Xref’s Trust Marketplace. • Transformative changes to cost structure • Xref gaining the No. 1 ranking on the G2 (a leading global technology research firm) establishing our credential as a market leader Review of Financial Performance The Group's financial results for FY25 reflected both the challenging market conditions and the strategic investments made. Key financial highlights: The financial results for the year 2025 indicate a 7% increase in total revenue, amounting to $21.3m. The Xref Platform and Trust Marketplace segments experienced growth of 9% and 14%, respectively, while Xref Engage saw a slight decline of 1%. Finance income increased substantially, although finance expenses also grew. The company also received a cash R&D tax incentive paid as a tax refund in the amount of $2.4m received 19 January 2025. EBITDA performance showed a significant improvement, turning into a EBITDA profit of $2.5m compared to a loss of $1.8m in 2024, reflecting a 237% positive change. Due to this, the net loss after tax narrowed by 61% to $1.9m. Operating expenses decreased by 9%, and other income rose by 821% as a result of recognising R&D Incentive grant income. Overall, the company demonstrated enhanced profitability and operational performance compared to the previous year. • Annual Recurring Revenue (ARR) at 30 June 2025: $19.3m • EBITDA: Positive $2.5m (compared to Negative EBITDA of $1.8m in FY24) • Net Loss After Tax: $2.0 m (compared to a loss of $5.7m in FY24) • Net cash generated in operations: $ 1.3m (compared to $0.7m used in FY24) • Cash at bank as of 30 June 2025: $5.3m 6 | Xref Limited | Annual Report 2025 The company's focus on cost management and transition to a SaaS business model showed positive results in the latter half of the year, positioning Xref for improved financial performance under tight market conditions. 2025 Operating Results Financial Summary 2025 $ 2024 $ Total revenue 21,314,154 19,859,555 7% EBITDA 2,452,838 (1,793,590) 237% Net profit/(loss) after tax (1,953,344) (5,681,096) 66% Net cash generated from operating activities 1,360,547 (678,797) (300)% 2025 $ 2024 $ Change % Xref Platform 15,307,881 14,046,848 9% Trust Marketplace 2,088,082 1,835,660 14% Xref Engage 3,918,191 3,977,047 (1)% Total revenue 21,314,154 19,859,555 7% Cost of sales (2,284,354) (2,529,664) 10% OPEX (18,294,153) (20,063,471) 9% (44,948) 92,820 148% Total Expenses (20,623,456) (22,500,315) (8)% Other income 1,762,140 847,169 108% Depreciation & amortisation (2,842,255) (2,909,010) 2% Operating profit (389,416) (4,702,600) 92% Finance income 104,096 37,894 175% Finance expense (1,711,222) (1,002,596) (71)% Income tax expense 43,198 (13,795) 413% Net profit after tax (1,953,344) (5,681,096) 66% 2025 $ 2024 $ Change % Net profit after tax (1,953,344) (5,681,096) 66% Add back: net interest income and expense 1,607,126 964,701 (67)% Add back: net depreciation and amortisation 2,842,255 2,909,010 2% (43,198) 13,795 413% 2,452,838 (1,793,590) 237% Business results Share based payments EBITDA Add back: income tax expense EBITDA Change % Xref Limited | Annual Report 2025 | 7 Likely developments, business strategies and prospects Looking ahead to FY26, Xref is well-positioned for growth as the market continues to be in a status quo vis a vis last year. The company's focus areas will include: 1. Sales Growth: Year ahead will have a sharper focus on identified target markets 2. Expense Management: Leverage technology to improve margins 3. Product Development: As in FY25, continue the momentum in new product launches through AI driven technology upgrades to our platform assets With its lean operating structure, improved and scalable technology, and larger addressable market, Xref is well prepared for its next stage of growth. The company will continue to leverage its expanded product suite, focusing on increasing presence in our target market niches. Key Risks This section sets out some of the potential risks associated with Xref’s business and the industry in which it operates. Xref is subject to risk factors that are both specific and those that are more general in nature. Any of these risk factors may, if they eventuate, have an adverse effect on Xref’s business, financial position, operating and financial performance, growth and/or the value of its shares. Many of the circumstances giving rise to these risks and the occurrence of consequences associated with each risk are partially or completely outside of Xref’s control. Economic Factors The operating and financial performance of Xref is influenced by a variety of general economic and business conditions including the levels of consumer confidence and spending, business confidence and investment, employment, inflation, interest rates, foreign exchange rates, access to debt and capital markets, fiscal policy, monetary policy and regulatory policies. A prolonged deterioration in any number of the above factors may have a material adverse impact on Xref’s business and financial performance including its ability to fund its activities. Regulatory risk, government policy Xref conducts business in Australia and other countries and is therefore exposed to the laws governing businesses in those countries. Changes in government regulations including taxation, the repatriation of profits, restrictions on production, export controls, environmental compliance, shifts in the political stability of the country, labour unrest and other adverse political events could adversely affect Xref and its business initiatives in Australia, Asia Pacific, Europe, North America and other countries. Competitive market Industries in which Xref operates are subject to technological change and competition. Barriers to entry into the industry that Xref operates in are not high, and there is a risk that increased competition from new or existing competitors (some of which have access to more resources and scale than Xref) emerges in the Australian, Asia Pacific, European & North American market in the future. Management believes that Xref’s product and service offerings have a strong competitive advantage and features which are advanced compared to its competitors. Expansion to new products will also ensure the minimisation of competitive trends and its impact on penetration and revenues. Key personnel Xref’s success will depend in part on the continued services of its key employees. The loss of services of one or more of Xref’s key employees could have a material adverse effect Xref’s operating results, and financial condition. This risk is addressed in part by the existence of employment contracts with executives and senior management. Xref does not have, nor does it intend to take out, key man insurance in respect of any of its key employees. Regulatory compliance Xref is subject to several Australian, European & North American laws and regulations such as privacy laws, and those related to workplace health and safety. Xref conducts periodic internal audits and compliance reviews to identify and manage potential risks to ensure continued compliance. 8 | Xref Limited | Annual Report 2025 Cyber Security, privacy and data breach Xref handles personal and sensitive information. Cyber-attacks are increasing worldwide in frequency and severity. No information technology environment is impenetrable. As a result, Xref maintains appropriate actions, systems and safeguards to protect against data breaches and aims to keep a low risk of the adverse consequences arising from a breach on Xref’s business and operations. This includes continuous training of privacy and data breach policies during the induction process of the workforce. Xref also conducts regular training sessions for all staff concerning privacy, cybersecurity and data breaches. Reliance on third parties and the Internet The operation of Xref’s business is reliant on the performance and availability of Xref’s technology and that of its suppliers and other third parties such as data centres. In addition, the Xref platforms depend on the availability of the internet and to a lesser extent on the quality of users’ access to the internet. Intellectual Property may be Compromised or Lost Xref has developed proprietary software. The commercial value of Xref’s intellectual property is reliant, in part, on operational procedures to maintain the confidentiality and legal protections provided by a combination of confidentiality obligations on employees and third parties and other intellectual property rights. There is a risk that Xref’s intellectual property may be compromised in a few different ways, which could erode Xref’s competitive position and could have a materially adverse impact on Xref’s operations, financial performance and/or growth. Going concern / cashflow risks / funding risks Xref has implemented and followed a strategic plan to build new products to expand its service offering to the market to help diversify revenue streams. This has required an investment of funds from surpluses built up in prior years. All of this has been performed while the world economy has experienced a downturn. The investment of funds into product builds has reduced reserves carried by Xref. If not managed well it could have the result of cash reserves falling below the covenant value attached to the loan or cashflow is unable to supporting operational expenditure. Management has implemented extensive measures to monitor cashflows and ensure Xref remains a going concern. A robust planning model exists which contains key scenarios to follow dependent on sales results. As proven by past actions, where cost reductions are required, they are implemented as needed in an appropriate time frame to achieve the necessary result. Significant changes in the state of affairs Several significant changes occurred during FY25 that materially altered the company's operations and strategic direction: 1. Strategic review: The strategic review aimed at transitioning into a 100% subsidiary of Seek Limited faced resistance from our shareholders. Despite significant efforts and costs incurred by the business (circa $700k), the initiative was ultimately voted down by a small proportion of shareholders, preventing the deal from proceeding. 2. Technology: Use of AI based support agents, an upgraded Xref Platform, and transition into a single platform catering to the needs of the hire to retire Xref value proposition. 3. Operational restructuring: Continued business optimization and employee reductions have alleviated pressure on cash flow and operating margins. 4. Capital raise: The company raised $3.6m in equity share capital via private placement on 21 March 2025 details of which are as announced to the ASX on 21 March 2025. 5. R&D tax incentive: The company received a refundable R&D tax incentive of $2.4m on 19 January 2025. These changes collectively represent a significant evolution in Xref's business strategy, technology platform, operational structure and strategic positioning, setting the foundation for future growth and adaptability in a dynamic market environment. Events arising since the end of the reporting period No other matters or events requiring adjustments have arisen since 30 June 2025 that relate to circumstances that existed as on the balance sheet date. Environmental regulation The consolidated entity is not subject to any significant environmental regulation under Australian Commonwealth or State law. Xref Limited | Annual Report 2025 | 9 Information on directors Name: Thomas Stianos Title: Independent Non-Executive Chairman Qualifications: Experience and expertise: B. App Sc Mr Stianos is widely recognised as one of the most successful and experienced leaders in the IT industry. He is currently the Chairman of Soco Limited (ASX:SOC), a non-executive director of Gale Pacific Limited. (ASX: GAP) & Chairman of Escient. He was also previously a non-executive director of Inabox Group Limited & Managing Director of SMS Management & Technology Limited. Mr Stianos has also previously held senior positions with the Department of Premier and Cabinet, Department of Justice, and Department of Treasury & Finance. He holds a Bachelor of Applied Science from the University of Melbourne and is a Fellow of the Australian Institute of Company Directors (FAICD) Date of appointment as a director 14 October 2021 Other current directorships: Interests in shares: Chairman of Soco Limited (ASX:SOC), Non-Executive director of Gale Pacific Limited (ASX:GAP), Chairman of Escient None Chairman of the Remuneration & Nomination Committee (till May 2025) and Member of the Audit & Risk Committee 200,000 Interests in options: None Contractual rights to shares: None Name: Lee-Martin Seymour Title: Managing Director and Chief Executive Officer Qualifications: Experience and expertise: Date of appointment as a director None Lee-Martin Seymour is the founder of Xref. He has 22 years recruitment experience across many geographic and market sectors. For 14 years Lee worked for one of the world’s largest specialist recruitment companies. As a result, he understands the demands of the employment market and is passionate about pioneering positive change for the long term. As a serial entrepreneur Lee has identified and successfully leveraged market opportunities to aid innovation in the employment sector. 18 January 2016 Other current directorships: None Former directorships (last 3 years): Special responsibilities: Interest in shares: None Member of the Remuneration & Nomination Committee (appointed 14 August 2023) Member of the Audit & Risk Committee (appointed 14 August 2023) 31,740,108 Interests in options: None Contractual rights to shares: None Former directorships (last 3 years) Special responsibilities: 10 | Xref Limited | Annual Report 2025 Name: Nigel Heap Title: Independent Non-Executive Director Qualifications: Experience and expertise: LLB, AMP Nigel has been a non-executive director at Xref since 2016 and is Chairman of the Remuneration and Nominations Committee. He has 34 years of experience in the recruitment industry and spent his career at Hays PLC, one of the world’s largest recruitment companies. Nigel joined Hays UK in 1988 as a trainee consultant. By 1997, he was Managing Director of Hays Australia, and consequently expanded operations to New Zealand, Hong Kong, China, Japan, Singapore and Malaysia. This led to his appointment as Managing Director of Asia Pacific. In 2012 he was appointed UK & Ireland Managing Director and Chairman of the Asia Pacific business and in 2017 Nigel was appointed Managing Director of 12 countries in the EMEA region. Nigel was also a member of the Management Board for many years until he left Hays in 2022 Date of appointment as a director 18 August 2016 Other current directorships: None Former directorships (last 3 years): None Special responsibilities: Member of the Audit & Risk Committee and Chairman of the Remuneration & Nomination Committee Interests in shares: 32,103 Interests in options: None Contractual rights to shares: None Name: Jake Phillpot Title: Independent Non-Executive Director Qualifications: Experience and expertise: Bachelor of Business (Finance and Accounting) Jake has been a non-executive director at Xref since March 2025. He is the CEO and founder of Tanda. Jake has over a decade’s experience scaling a HR software company. Jake’s expertise includes building sales teams, bringing new products to market and international expansion. Date of appointment as a director 21 March 2025 Other current directorships: None Former directorships (last 3 years): None Special responsibilities: Member of the Audit & Risk Committee and Member of the Remuneration & Nomination Committee Interests in shares: 27,926,443 Interests in options: 900,000 Contractual rights to shares: 300,000 Xref Limited | Annual Report 2025 | 11 Name: Jon Newbery Title: Independent Non-Executive Director Qualifications: Experience and expertise: GAICD, Chartered Accountant (ICAEW) Jon has been an independent non-executive director at Xref since March 2025. He is a seasoned executive with experience as a CEO, COO, and CFO of listed companies. Jon’s strengths in financial management and mergers and acquisitions will provide critical strategic oversight as Xref continues to scale its business operations. Date of appointment as a director 21 March 2025 Other current directorships: PharmX [PHX.ASX] Former directorships (last 3 years): None Special responsibilities: Chairman of the Audit & Risk Committee and Member of the Remuneration & Nomination Committee Interests in shares: None Interests in options: 900,000 Contractual rights to shares: 300,000 ‘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. Key Management Personnel Interim Chief Financial Officer (appointed 1 April 2025) Avi Lewis, GAICD, MBA (AGSM UNSW) Technology, FCPA A seasoned finance leader with over 25 years of extensive financial management experience, Avi has held various senior commercial and strategic finance roles with companies such as Citrix, Envestment Yodlee, ANZ Bank, First Wave Cloud Technology, and Ernst and Young. He has successfully driven an ASX Listing, a strategic sale of a private equity owned tech enterprise, driven various ERP/CRM transformation projects, whilst delivering strategic insights driving business growth, fostering stakeholder engagement through a values-based approach centered on respect, integrity, accountability, and excellence. Chief Financial Officer / Chief Operating Officer (resigned 18 April 2025) James Solomons, BCom, FCA, CTA, GAICD James is a chartered accountant with over 23 years of experience within the accounting and corporate finance industry. He has held various roles within the sector and has positioned himself as a leader in the accounting technology space bringing with him to Xref over 5 years of experiences as Xero Australia’s Head of accounting. A successful entrepreneur in his own right, James has a deep understanding of the need to find a balance between investing for growth whilst maintaining strong corporate governance processes across the business. Chief Technology Officer Sharon Blesson Recognised for her ability to bridge the gap between IT and business, Sharon has a rich history of program management in both delivery and operational environments. She has developed excellent leadership skills and expertise in managing diverse teams while providing motivation and strategic vision. Prior to joining Xref, Sharon spent over a year as director of the project management office at the Ivy College in Sydney. In a prior role, she was a major corporate client manager at Sqware Peg, and also an IT&T Project Manager for recruitment specialists Hays. Company Secretary Robert Waring, BEc, ACA, FCIS, ASIA, FAICD Robert has more than 45 years of experience in financial and corporate roles, including more than 28 years in company secretarial and director roles for ASX-listed companies. He is a director of Oakhill Hamilton Pty Ltd, a company that provides secretarial and corporate advisory services to a range of listed and unlisted companies. He is also the Company Secretary of ASX-listed companies Aeris Environmental Ltd and Vectus Biosystems Limited. 12 | Xref Limited | Annual Report 2025 Meetings of directors The number of meetings of the company’s Board of Directors and of each Board committee held during the 2024-25 financial year, and the number of meetings attended by each Director were as follows: Directors Thomas Stianos * Lee-Martin Seymour ** Nigel Heap *** Jake Phillpot **** Jon Newbery ***** Board meetings held 18 Attended 18 18 18 2 2 Audit and Risk Committee meetings held 3 Attended 2 2 2 1 1 Remuneration and Nomination Committee meetings held *** 1 Attended 1 1 1 - Disclosure Committee meetings held Attended N/A N/A N/A N/A N/A * Thomas Stianos is the Chairman of the Board. He was the Chairman of the Remuneration and Nomination Committee until 6 May 2025 when he stood down from the Committee. He was a member of the Audit and Risk Committee until 6 May 2025 when he stood down from the Committee. ** Lee-Martin Seymour is the Managing Director. He was a member of both the Audit and Risk Committee and the Remuneration and Nomination Committee until 6 May 2025 when he stood down from these Committees. *** Nigel Heap is a Non-Executive Director. He was the Chairman of the Audit and Risk Committee until 6 May 2025 when he stepped down from the Chair but remains on the Committee. He was elected Chairman of the Remuneration and Nomination Committee on 6 May 2025. **** Jake Phillpot became a Non-Executive Director on 21 March 2025. He became a member of both the Audit and Risk Committee and the Remuneration and Nomination Committee on 6 May 2025. ***** Jon Newbery became a Non-Executive Director on 21 March 2025. He was elected Chairman of the Audit and Risk Committee and became a member of the Remuneration and Nomination Committee on 6 May 2025. The Board has a Disclosure Committee, which meets as and when required to approve announcements when the full Board is not available for this purpose. It was not required to meet this past year. Remuneration report (audited) The remuneration report details the key management personnel remuneration arrangements for the Group, in accordance with the requirements of the Corporations Act 2001 and its Regulations. Key management personnel are those people who have authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including all directors. The remuneration report is set out under the following main headings: • Principles used to determine the nature and amount of remuneration • Details of remuneration • Service agreements • Share-based compensation • Additional information • Additional disclosures relating to key management personnel Principles used to determine the nature and amount of remuneration The objective of the Group’s executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with the achievement of strategic objectives and the creation of value for shareholders, and it is considered to conform to the market best practice for the delivery of reward. The Board of Directors (‘the Board’) ensures that executive reward satisfies the following key criteria for good reward governance practices: • Competitiveness and reasonableness • Acceptability to shareholders • Performance linkage / alignment of executive compensation • Transparency The Remuneration and Nomination Committee is responsible for determining and reviewing remuneration arrangements for its directors and executives. The performance of the Group depends on the quality of its directors and executives. The remuneration philosophy is to attract, Xref Limited | Annual Report 2025 | 13 motivate and retain high performance and high-quality personnel. The reward framework is designed to align executive reward to shareholders’ interests. The Board have considered that it should seek to enhance shareholders’ interests by: • having economic profit as a core component of plan design • focusing on sustained growth in shareholder wealth, consisting of dividends and growth in share price, and delivering constant or increasing return on assets as well as focusing the executive on key non-financial drivers of value • attracting and retaining high calibre executives • increasing return on assets as well as focusing the executive on key non-financial drivers of value Additionally, the reward framework should seek to enhance executives’ interests by: • rewarding capability and experience • reflecting competitive reward for contribution to growth in shareholder wealth • providing a clear structure for earning rewards. In accordance with best practice corporate governance, the structure of non-executive director and executive director remuneration is separate. Non-executive directors’ remuneration Fees and payments to non-executive directors reflect the demands and responsibilities of their role. Non-executive directors’ fees and payments are reviewed annually by the Remuneration and Nomination Committee. The Remuneration and Nomination Committee may, from time to time, receive advice from independent remuneration consultants to ensure non-executive directors’ fees and payments are appropriate and in line with the market. The chairman’s fees are determined independently to the fees of oth