Announcement PDF Xref Limited Appendix 4E Preliminary final report 1. Company details Name of entity: Xref Limited ABN: 122 404 666 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 $ Revenues from ordinary activities down 10.2% to 19,143,411 Loss from ordinary activities after tax attributable to the owners of Xref Limited down 77.9% to (432,066) Loss for the year attributable to the owners of Xref Limited down 77.9% to (432,066) Total comprehensive loss for the year attributable to the owners of Xref Limited down 87.1% to (315,628) Comments Refer to the Operating and financial review section in director's report for the results commentary. 3. Net tangible assets Reporting period Previous period Cents Cents Net tangible assets per ordinary security (6.29) (6.66) 4. Control gained over entities Not applicable. 5. Loss of control over entities Not applicable. 6. Dividends Current period There were no dividends paid, recommended or declared during the current financial year. Previous period There were no dividends paid, recommended or declared during the previous financial year. 7. Dividend reinvestment plans Not applicable. Xref Limited Appendix 4E Preliminary final report 8. Details of associates and joint venture entities Not applicable. 9. Foreign entities Details of origin of accounting standards used in compiling the report: Not applicable. 10. Audit qualification or review Details of audit/review dispute or qualification (if any): The financial statements have been audited and an unmodified opinion has been issued. 11. Attachments Details of attachments (if any): The Directors' report and Financial Statements of Xref Limited for the financial year ended 30 June 2026 is attached. 12. Signed This Appendix 4E has been authorised for release by the Board of Directors and signed on its behalf by: Signed ___________________________ Date: 31 August 2026 Lee-Martin Seymour Managing Director, Sydney Xref Limited ABN 122 404 666 Directors' report and Financial Statements - 30 June 2026 Xref Limited Contents 30 June 2026 1 Directors' report 2 Auditor's independence declaration 18 Statement of profit or loss and other comprehensive income 19 Statement of financial position 20 Statement of changes in equity 21 Statement of cash flows 22 Notes to the financial statements 23 Consolidated entity disclosure statement 60 Directors' declaration 61 Independent auditor's report to the members of Xref Limited 62 Xref Limited Directors' report 30 June 2026 2 The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the 'Group') 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 2026. 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: Nigel Heap (appointed as Chairman on 1 May 2026) Lee-Martin Seymour (Managing Director) Jake Phillpot Jon Newbery Thomas Stianos (resigned on 30 April 2026) Principal activities Throughout the financial year, the Group's core activity remained the development of human resources technology to help organisations reduce staff turnover through better hiring and employee engagement. This is driven by the SaaS-based 'hire- to-retire' platform, offering industry-led pre-employment referencing checks, employee engagement tools and automated candidate talent pooling. 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 $432,066 (30 June 2025: loss of $1,953,345). Review of operations Strategic Evolution and Platform Growth Xref is pleased to report its financial results for FY26, a year defined by a surge in client acquisition on the new platform and a significant increase in operational efficiency driven by AI integration and platform consolidation. The Group is now primarily driven by multi-year SaaS contracts with New Platform ARR of $11.2m (now 71.1% of total Group ARR). This strategic shift ensures the Group's revenue base is more predictable, provides compounding value, and is insulated from the volatility of traditional recruitment cycles. Platform ARR 30 June 2026 $m YOY Change % New Platform 11.2 +50.1% Engage Platform 2.8 (2.3%) API Only/Legacy 1.7 (72.1%) Total 15.7 Financial and operational highlights ● Revenue performance: Total revenue for the year reached $19.1m, with the new platform delivering 56.3% year-on- year growth to reach $8.6m. ● Underlying EBITDA: Increased by 75.6% on the prior year to $4.7m following a strategic restructure of the cost base reducing manual effort with AI scalable technology. ● Annual Recurring Revenue (ARR): New platform ARR grew 50.1% to $11.2m compared to the previous year, now representing 71.1% of overall ARR. ● Operating efficiency: Total operating expenses were reduced by 23.9% to $14.9m (FY26 vs FY25). This was driven by a 27.0% decrease in Wages and Salaries cost as the company "right sized" through AI and self-service tools. ● Revenue Per Employee (RPE): Increased by 19.8% to reach $355k per head (FY25: $296k) following a restructure in FY26. Xref Limited Directors' report 30 June 2026 3 The table below provides a reconciliation between net loss after tax and EBITDA and Underlying EBITDA. EBITDA 2026 2025 Change $m $m % Net loss after tax (0.4) (2.0) Add: Net interest income and expense 1.2 1.6 Add: Net depreciation and amortisation expense 3.0 2.8 Add: Income tax benefit - - EBITDA 3.8 2.4 +54.6% Add: Share-based payment expense 0.2 - Add: Restructuring costs 0.7 0.2 Underlying EBITDA 4.7 2.6 +75.6% * Earnings before interest, taxation, depreciation and amortisation ('EBITDA') is a financial measure which is not prescribed by Australian Accounting Standards and represents the Group's underlying and recurring earnings from its operations. It is determined by adjusting the statutory net profit/(loss) after tax for items that are non-cash or non-operating in nature. The directors consider EBITDA to represent the core earnings of the Group. EBITDA includes R&D tax incentive refund recognised in other income and excludes capitalised wages. Future outlook The Group's operational resilience is evidenced by a positive underlying EBITDA increased by 75.6% since the prior year placing the Group in a operationally profitable position further supported by the refinancing post year end. Matters subsequent to the end of the financial year On 28 August 2026, the Group completed a refinancing of its existing debt borrowing facility with Element SaaS Finance LLC, with the outstanding balance repaid on settlement. A new facility with the Commonwealth Bank of Australia (CBA) was secured for $6.3 million maturing in August 2029 and an overdraft facility of $2.0 million which will be reviewed annually. The new facilities bear the following interest rates: ● Term facility: line fee of 3.80% per annum and a margin of BBSY Rate (90 days), with interest-only payments for the first two years. ● ● Overdraft facility: line fee of 1.30% per annum and a margin of the Overdraft Index Rate minus 1.50% per annum. The Group is subject to financial covenants and is required to maintain a maximum Gross Leverage Ratio of 3.50:1 and a minimum Cash Flow Cover Ratio of 1.20:1. Principal repayments on the loan facility commence on the second year anniversary of the loan settlement. As the refinancing was completed after the reporting date, the borrowings have been presented in accordance with conditions that existed at 30 June 2026. The directors consider that the new facilities strengthen the Group's liquidity position and support its ongoing operations. No other matter or circumstance has arisen since 30 June 2026 that has significantly affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years. Likely developments, business strategies and prospects Building on FY26 results looking ahead to FY27, Xref is well-positioned for growth with the company focussing on the following core strategies: Xref Limited Directors' report 30 June 2026 4 (1) Accelerating Legacy Migration transitioning remaining clients from legacy systems to API/New Platform ● 285 clients migrated in FY26 (2) Driving growth through strategic upsells increasing platform adoption ● 52% YoY increase to 954 clients having adopted the new platform (3) Optimisation of lead flow conversion into high-value client acquisitions ● 179 new clients in FY26 with an average ARR of $6.5k (4) Maintaining long-term stability and platform loyalty maximising client retention ● 84% retention rate of clients in FY26 With its lean operating structure, improved and scalable technology, and larger addressable market, Xref is well prepared for its next stage of growth. The Group 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 threats 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 on 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. Xref Limited Directors' report 30 June 2026 5 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 global 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 timeframe to achieve the necessary result. To complement the operational cash flow management measures in place, the company refinanced its debt facilities subsequent to 30 June 2026. The refinance, effective from 28 August 2026, extends the debt's maturity profile, reduces the interest rate, provides additional liquidity from an undrawn overdraft facility and eliminated principal repayments until August 2028. Significant changes in the state of affairs There were no significant changes in the state of affairs of the Group during the financial year. Environmental regulation In relation to environmental compliance, the following disclosure standard will soon become effective. AASB S2 ‘Climate-related Disclosures’ sets out specific climate related disclosures. It applies to entities required to prepare and lodge a financial report with ASIC under Chapter 2M and is effective for different entities based on certain criteria. This mandatory sustainability reporting may be applicable for the company for the first time for the year ending 30 June 2028. Xref Limited Directors' report 30 June 2026 6 Information on directors Name: Nigel Heap Title: Independent Non-Executive Chairman (appointed as chairman on 1 May 2026) and Chairman of the Remuneration and Nomination Committee Qualifications: LLB, AMP Experience and expertise: Nigel has been a non-executive director at Xref since 2016 and is Chairman of the Board and Remuneration and Nomination 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 expanded their 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: Board Chairman Chairman of the Remuneration and Nomination Committee Member of the Audit and Risk Committee Interests in shares: 32,103 Interests in options: 900,000 Contractual rights to shares: None Name: Lee-Martin Seymour Title: Managing Director and Chief Executive Officer Qualifications: None Experience and expertise: Lee-Martin is the founder of Xref. He has 22 years recruitment experience across many geographic and market sectors. For 14 years Lee-Martin 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-Martin has identified and successfully leveraged market opportunities to aid innovation in the employment sector. Date of appointment as a director 18 January 2016 Other current directorships: None Former directorships (last 3 years): None Special responsibilities: Member of the Audit and Risk Committee Member of the Remuneration and Nomination Committee Interests in shares: 31,740,108 Interests in options: None Interests in performance rights: 986,409 Contractual rights to shares: None Xref Limited Directors' report 30 June 2026 7 Name: Jake Phillpot Title: Non-Executive Director Qualifications: Bachelor of Business (Finance and Accounting) Experience and expertise: 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 and Risk Committee Member of the Remuneration and Nomination Committee Interests in shares: 30,364,950 Interests in options: None Interests in rights: None Name: Jon Newbery Title: Independent Non-Executive Director and Chairman of the Audit and Risk Committee Qualifications: GAICD, Chartered Accountant (ICAEW) Experience and expertise: 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 Technologies Limited (ASX: PHX) Former directorships (last 3 years): None Special responsibilities: Chairman of the Audit and Risk Committee Member of the Remuneration and Nomination Committee Interests in shares: None Interests in options: None Contractual rights to shares: None Name: Thomas Stianos Title: Former Independent Non-Executive Chairman (resigned on 30 April 2026) Qualifications: B. App Sc Experience and expertise: Thomas 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. Thomas 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 Date of resignation as a director 14 October 2021 30 April 2026 Other current directorships: Not applicable as no longer a director Former directorships (last 3 years): None Special responsibilities: Former Chairman of the Board and Member of the Audit and Risk Committee Interests in shares: Not applicable as no longer a director Interests in options: Not applicable as no longer a director Contractual rights to shares: Not applicable as no longer a director '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. Xref Limited Directors' report 30 June 2026 8 Company secretary Kamille Dietrich (appointed on 20 February 2026) Kamille is an experienced Company Secretary and lawyer with over five years experience in corporate governance, company secretarial practice and advising ASX-listed companies. As a Company Secretary at Automic Group, Kamille provides governance and company secretarial services to a broad portfolio of ASX listed and unlisted entities, with a focus on ASX compliance, Board support, corporate transactions and statutory compliance. Kamille is also and affiliated member of Governance Institute of Australia. Robert Waring (BEc, ACA, FCIS, ASIA, FAICD) (resigned on 20 February 2026) 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. The Board thanks Robert for his valuable contribution and service to the company. 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 Remuneration and Nomination Committee Audit and Risk Committee Attended Held Attended Held Attended Held Nigel Heap 17 17 2 2 4 4 Lee-Martin Seymour 17 17 2 2 4 4 Jake Phillpot 17 17 2 2 3 4 Jon Newbery 17 17 2 2 4 4 Thomas Stianos 10 17 2 2 3 4 Held: represents the number of meetings held during the time the director held office or was a member of the relevant committee. 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 persons having 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 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; and ● 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, motivate and retain high performance and high quality personnel. Xref Limited Directors' report 30 June 2026 9 In consultation with external remuneration consultants (refer to the section 'Use of remuneration consultants' below), the Remuneration and Nomination Committee has structured an executive remuneration framework that is market competitive and complementary to the reward strategy of the Group. The reward framework is designed to align executive reward to shareholders' interests. The Board has 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; and ● 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; and ● 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 other non-executive directors based on comparative roles in the external market. The chairman is not present at any discussions relating to the determination of his own remuneration. ASX listing rules require the aggregate non-executive directors’ remuneration be determined periodically by a general meeting. At the 2016 AGM that the maximum aggregate cash-based remuneration payable to Non-Executive Directors in any financial year was resolved to be $500,000. Executive remuneration The Group aims to reward executives based on their position and responsibility, with a level and mix of remuneration which has both fixed and variable components. The executive remuneration and reward framework has four components: ● base pay and non-monetary benefits; ● short-term performance incentives; ● long-term performance incentives; and ● other remuneration such as superannuation and long service leave. The combination of these comprises the executive's total remuneration. Fixed remuneration, consisting of base salary, superannuation and non-monetary benefits, are reviewed annually by the Remuneration and Nomination Committee based on individual and business unit performance, the overall performance of the Group and comparable market remunerations. Executives may receive their fixed remuneration in the form of cash or other fringe benefits (for example motor vehicle benefits) where it does not create any additional costs to the Group and provides additional value to the executive. The short-term incentives ('STI') program is designed to align the targets of the business units with the performance hurdles of executives. STI payments are granted to executives based on specific annual targets and key performance indicators ('KPI's') being achieved. KPI's include profit contribution, customer satisfaction, leadership contribution and product management. The long-term incentives (‘LTI’) are primarily share based payments in the form of Options (Non-Executive Directors) or Performance Rights (Executives). Options or Performance Rights are awarded to executives with vesting conditions that are determined appropriate by the Remuneration and Nomination Committee at the time of awarding and may vest over time, on achievement of performance hurdles or in some circumstances vest immediately. Xref Limited Directors' report 30 June 2026 10 Consolidated entity performance and link to remuneration Remuneration for certain individuals is directly linked to the performance of the Group. A portion of the short term incentive and incentive payments are dependent on defined