Announcement PDF ASX:ST1 27 August 2025 Appendix 4E and FY25 Financial Statements Melbourne, 27 August 2025 – Spirit Technology Solutions Ltd (“Spirit”; “Company”; ASX:ST1), a leading provider of cyber security, secure managed technology and cloud and communications solutions, attaches its Appendix 4E (Preliminary Final Report) together with the FY25 Financial Statements, Directors’ Report and Remuneration Report for the financial year ended 30 June 2025 for release to the market. This announcement is authorised for release to the market by the Board of Directors of Spirit Technology Solutions Ltd. For further information, please contact: Corporate: Julian Challingsworth Managing Director 03 8554 1300 or julian.challingsworth@spirit.com.au Investors: Nick Hornstein General Counsel and Company Secretary 03 8554 1300 or company.secretary@spirit.com.au For more information, please visit www.spirit.com.au Business address: Level 13, 90 Collins Street, Melbourne VIC 3000 Spirit Technology Solutions ABN 73 089 224 402 spirit.com.au Secure. Sustainable. Scalable. Spirit Technology Solutions Ltd Appendix 4E Preliminary final report 1. Company details Name of entity: ABN: Reporting period: Previous period: Spirit Technology Solutions Ltd 73 089 224 402 For the year ended 30 June 2025 For the year ended 30 June 2024 2. Results for announcement to the market $'000 Revenue from ordinary activities up 12.7% to 102,394 Underlying EBITDA* up 562% to 11,018 Loss from ordinary activities after tax attributable to the owners of Spirit Technology Solutions Ltd down 87% to (1,374) Loss for the year attributable to the owners of Spirit Technology Solutions Ltd down 87% to (1,374) Non-IFRS financial information Note Year ended 30 June 2025 2024 Change $’000 $’000 % Pre restatement turnover** 4 147,387 125,847 Accounting policy change 4 (44,993) (34,955) Revenue from ordinary activities 4 102,394 90,892 17% 13% * EBITDA is a financial measure which is not prescribed by AAS and represents the profit/(loss) adjusted for depreciation, amortisation, interest and tax. Underlying EBITDA is EBITDA adjusted to exclude business acquisition and divestment costs, transformation and restructuring costs, other normalisation items, impairment of non-current assets and share-based payments. ** As outlined below, during the financial year a change was adopted to the Group’s revenue accounting policy. Pre restatement turnover is a financial measure which is not prescribed by Australian Accounting Standards (“AAS”) and represents proceeds from the sale of goods and services based on the accounting policy that applied before this restatement. The Directors believe this additional non-IFRS information for the financial year ended 30 June 2025 assists investors to understand the change. The Directors do not intend to include this information in future years. Dividends There were no dividends paid, recommended or declared during the current financial period. Comments The loss for the Consolidated Entity after providing for income tax amounted to $1.37M (30 June 2024: loss of $10.55M). Further details of the results for the year can be found in the ‘Review of operations and financial position’ section of the Directors’ report in the attached 2025 Financial Report. Spirit Technology Solutions Ltd Appendix 4E Preliminary final report Change in accounting policy During the financial year, the Group undertook a further review of its application of principal vs agent pursuant to AASB 15 Revenue from contracts with customers in regard to certain product revenue streams. This review resulted in a change to the Group’s revenue accounting policy to present certain product revenues on a net basis, including a restatement of comparatives. Further details of this change are contained within Note 4 of the Financial Statements. There is no effect on the reported net profit/(loss) as outlined in the consolidated statement of profit or loss and other comprehensive income for the current and comparative financial years. 3. Net tangible assets Net tangible assets per ordinary security Reporting period Cents Previous period Cents (Restated*) (13.86) (33.59) * Restated for comparative purposes to account for the consolidation of the Company’s issued capital on a ten (10) for one (1) basis as approved by shareholders at the 2024 Annual General Meeting held on 29 November 2024. 4. Control gained over entities The Company acquired 100% of Forensic IT Solutions Pty Ltd (“Forensic IT”) with effective control on 1 October 2024. The acquisition has been accounted for as a Business Combination under AASB 3 Business Combinations on a provisional basis. Forensic IT is a major provider of cyber security digital forensic and incident response (“DFIR”) solutions and currently works across approximately 180 incidents per year. 5. Loss of control over entities Not applicable. 6. Dividends There were no dividends paid, recommended or declared during the current or previous financial periods. 7. Dividend reinvestment plans Not applicable. Spirit Technology Solutions Ltd Appendix 4E Preliminary final report 8. Details of associates and joint venture entities Not applicable. 9. Foreign entities Not applicable. 10. Audit qualification or review The financial statements have been audited and an unmodified opinion has been issued. 11. Attachments The Directors’ Report and Annual Financial Statements of Spirit Technology Solutions Ltd for the year ended 30 June 2025 are attached. 12. Signed Shan Kanji Chairman 26 August 2025 Spirit Technology Solutions Ltd ABN 73 089 224 402 Directors’ Report and Annual Financial Statements – 30 June 2025 Spirit Technology Solutions Ltd Contents 30 June 2025 Directors' report Auditor's independence declaration Statement of profit or loss and other comprehensive income Statement of financial position Statement of changes in equity Statement of cash flows Notes to the financial statements Directors' declaration Independent auditor's report to the members of Spirit Technology Solutions Ltd 1 2 34 35 36 37 38 39 79 80 Spirit Technology Solutions Ltd Directors’ report 30 June 2025 The Directors present their report, together with the financial statements, on the Consolidated Entity (referred to hereafter as the “Consolidated Entity” or “Group”) consisting of Spirit Technology Solutions Ltd (referred to hereafter as the “Company”, “parent entity” or “Spirit”) and the entities it controlled at the end of, or during, the financial year ended 30 June 2025 (“FY25”). Directors The following persons were Directors of Spirit during the whole of the financial year and up to the date of this report, unless otherwise stated: Mr Shan Kanji (Non-Executive Director and appointed Non-Executive Chairman effective 29 November 2024) Mr James Joughin (Non-Executive Chairman – resigned 29 November 2024) Mr Russell Baskerville (appointed Deputy Chair and Non-Executive Director, effective 28 October 2024) Mr Julian Challingsworth (Managing Director and Chief Executive Officer) Ms Lynn Warneke (Non-Executive Director) Mr Simon McKay (Executive Director) Mr Dane Meah (Non-Executive Director) Mr Gregory Ridder (Non-Executive Director – resigned 5 August 2024) Mr Elie Ayoub (Executive Director – resigned 5 August 2024) Principal activities During the financial year the principal activities of the Group were: ▪ ▪ ▪ Cyber Security; Secure Managed Technology (previously referred to as, ‘Managed Services’); and Cloud and Communications (previously referred to as, ‘Communication and Collaboration’) services. Dividends There were no dividends paid, recommended or declared during the current or previous financial year. Operating and financial review Consolidated Entity’s operations Spirit is one of Australia’s leading providers of modern and secure digital workplaces. The Group provides cyber security and technology services and solutions that enable organisations to: ▪ ▪ Strengthen their security posture to match the constantly changing cyber security threat landscape. Remain ahead of the curve and accelerate their digital transformation by adopting secure, agile converged technology solutions that adapt to changing business needs and deliver return on investment. 2 Spirit Technology Solutions Ltd Directors' report 30 June 2025 The Australian technology market continues to grow strongly, driven by ongoing demand for cloud computing, cyber security, and digital transformation services. Key trends include rapid adoption of cloud and Artificial Intelligence (“AI”), heightened focus on cyber security, the normalisation of hybrid work, a shift to subscription-based IT models, and vendor consolidation. As IT environments grow more complex, mid-market organisations are seeking to simplify relationships by engaging fewer providers with broader capabilities, creating clear opportunities for Spirit. The company is well placed to meet this demand through integrated, value-added services. In response, the Group’s focus for the year ahead is to fully integrate and leverage the combined strengths of Spirit’s cyber security and managed services offerings to deliver differentiated value and unlock greater cross-sell potential. Security is now inseparable from managed IT; customers expect any IT environment to be secure by default. Accordingly, the company has aligned these capabilities under a single customer-facing brand, Infotrust. The Company’s strategy emphasises growing core cyber security and secure managed technology services, both organically and through acquisitions in high-growth and strategic areas, while continuing to simplify and improve profitability. Review of operations and financial position During FY25, Spirit strengthened its cyber security capabilities with the acquisition of cyber security company, Forensic IT Solutions Pty Ltd (“Forensic IT”). The acquisition expands Spirit's cyber capability to enable rapid response to data breaches and cyber incidents and strengthens the Company’s position in the growing cyber security market. Forensic IT is a major provider of digital forensic and incident response (“DFIR”) solutions and responds to approximately 180 incidents per year. The acquisition is highly complementary to Spirit’s cyber security offerings and Spirit considers there are revenue and margin accretion opportunities through the acquisition by expanding Spirit’s cyber security capability to enable rapid response to cyber incidents. Following the acquisition of Forensic IT (effective 1 October 2024), together with the acquisition of InfoSurety Pty Ltd (effective 1 April 2024), cyber security is now Spirit’s fastest growing division and most important earnings contributor. By understanding customers’ exposure level and risk appetite, Spirit recommends and implements an appropriate cyber security framework, such as: ▪ ▪ ▪ ▪ Foundation frameworks for small to medium businesses (SMB 1001) Control frameworks (SMB 1001; Essential 8, CIS Top 18 Controls, NIST 800-53) Program frameworks (ISO 27001; NIST CSF) Risk frameworks (CIS RAM; ISO 27005) Spirit’s Secure Managed Technology segment maintained momentum towards positive earnings. The Cloud and Communications segment (previously referred to as Communication and Collaboration) achieved solid growth by broadening its sales channel and footprint. Each of Spirit’s three segments focus on advocating and supporting adoption of the right cyber security framework for a given customer’s size, maturity and level of exposure to cyber security risk. 3 Spirit Technology Solutions Ltd Directors' report 30 June 2025 Change in accounting policy – revenue recognition for contracts with customers During the financial year, the Group undertook a further review of its application of principal vs agent pursuant to AASB 15 Revenue from contracts with customers in regard to certain product revenue streams. This review resulted in a change to the Group’s revenue accounting policy to present certain product revenues on a net basis, including a restatement of comparatives. Note there was no effect on reported profit or loss as a consequence of this change. Spirit will provide the comparative pre restatement turnover# data for FY25, but in future financial years the Company intends only to report AASB 15 revenue. Financial performance The Consolidated Entity’s reporting framework aligns to the following key operating segments (as outlined in Note 3: Operating Segments of the Financial Statements): ▪ ▪ ▪ Cyber Security Secure Managed Technology Cloud and Communications The Consolidated Entity delivered an underlying EBITDA* profit of $11.02M for FY25 (relative to $1.66M for the financial year ended 30 June 2024 (“FY24”)). The statutory outcome for FY25 after providing for income tax was a loss of $1.374M (FY24: loss $10.5M). Total revenue and other income for the Consolidated Entity for FY25 was $102.5M (FY24: $91.2M). The following table summarises the key financial metrics for the financial year: 30 June 2025 $'000 30 June 2024 $'000 Change $'000 Pre restatement turnover# 147,387 125,847 21,540 Revenue (refer Note 4 to the financial statements) Other income (refer Note 5 to the financial statements) 102,394 144 90,892 272 11,502 (128) Revenue and other income 102,538 91,164 11,374 Earnings before interest, taxes, depreciation and amortisation (EBITDA*) Share-based payments ** Acquisition and divestment costs ** Transformation and restructuring costs ** Other normalisation items Impairment of non-current assets ** 5,752 1,452 837 2,695 282 (6,299) 571 2,850 1,999 552 1,991 12,051 881 (2,013) 696 (552) (1,709) Underlying EBITDA* 11,018 1,664 9,354 (Loss) after income tax benefit (1,374) (10,547) 9,173 As outlined above, during the financial year a change was adopted to the Group’s revenue accounting policy. Pre restatement turnover is a financial measure which is not prescribed by Australian Accounting Standards (“AAS”) and represents proceeds from the sale of goods and services based on the accounting policy that applied before this restatement. The Directors believe this additional non-IFRS information for the financial year ended 30 June 2025 assists investors to understand the change. # 4 Spirit Technology Solutions Ltd Directors' report 30 June 2025 * EBITDA is a financial measure which is not prescribed by AAS and represents the profit/(loss) adjusted for depreciation, amortisation, interest and tax. Underlying EBITDA (or uEBITDA) is EBITDA adjusted to exclude business acquisition and divestment costs, transformation and restructuring costs, other normalisation items, impairment of non-current assets and share-based payments. ** Refer Statement of profit or loss and other comprehensive income. Below is a review of FY25 performance by segment. Cyber Security Spirit’s Cyber Security segment provides a comprehensive cyber security offering, including managed security services, Security Operations Centre (“SOC”), professional and advisory services, and DFIR services and solutions, as well as security software sales through its partnerships with carefully selected software vendors. Customers increasingly seek providers who can deliver integrated, “secure-by-design” solutions that embed cyber security into all facets of IT management. Contract wins to deliver integrated secure managed technology services programs demonstrate the advantages of Spirit’s combined cyber security and secure managed service offering. Cyber security remains a priority for organisations and governments, with steady growth in the overall market providing strong support for continued growth in this segment. The strongest growth areas include cloud security, application security, data privacy, AI security, and security and integrated risk management. Regulators, Government and customers are raising cyber security compliance expectations, particularly in areas such as privacy, critical infrastructure, and supply chain assurance. Australia’s introduction of stricter breach notification laws and mandated frameworks (such as Essential Eight for government suppliers) has significantly raised standards. As a result, many organisations are seeking experienced providers to support security audits, certification processes, and continuous compliance monitoring. These obligations favour mature, scaled partners like Spirit, capable of navigating complex regulatory environments and delivering secure, standards-compliant outcomes. Further, demand for 24×7 detection-and-response continues to surge as boards elevate “timeto-contain” metrics in the wake of fast-moving, AI–enabled attacks. Spirit has strong capabilities through its SOC and Forensic offerings which blend real-time intelligence, incident response and platform engineering teams. Spirit’s investment in the cyber security market was accelerated in October 2024 with the acquisition of Forensic IT, a major provider of DFIR solutions. In addition to augmenting the Group’s capabilities, the acquisition provides the following benefits: ▪ cross-sell opportunities, specifically sale of incident response retainers into Spirit’s existing customer base. Forensic IT has the requisite insurance panel credentials to enable insurers to appoint Forensic IT to support the insurer’s customer; and ▪ planned synergies from the post incident review process. Experience demonstrates that companies often uplift their cyber security capabilities after experiencing a breach to prevent recurrence and Spirit’s existing cyber security team can undertake this work. The Cyber Security segment achieved uEBITDA for FY25 of $6.8M (FY24 uEBITDA: $3.3M) on full year sales revenue of $29.5M (FY24: $18.6M). The result includes the full year contribution of Infotrust (FY24 three months’ contribution) and Forensic IT from the date of effective control (1 October 2024). 5 Spirit Technology Solutions Ltd Directors' report 30 June 2025 To assist in understanding the accounting policy change on the Cyber Security segment, FY25 pre restatement turnover was $72.8M (FY24: $51.4M). Secure Managed Technology In the Secure Managed Technology segment (previously referred to as, ‘Managed Services’), Spirit delivers a suite of technology solutions to mid-market and enterprise organisations, including software, hardware and services that support key business functions, such as: ▪ ▪ ▪ ▪ ▪ ▪ ▪ Secure modern workplace Secure network management via the Network Operations Centre (“NOC”) Data management Information security Cloud and infrastructure Identity Continuous Threat Exposure Management Spirit’s Secure Managed Technology services include designing, configuring, installing and monitoring technology services and customer networks. Importantly, the Secure Managed Technology segment also delivers specialised security services to businesses, including threat detection, incident response, monitoring, and compliance management. Key strategic partners for Spirit in this segment include Microsoft and Cisco. Many mid-market firms do not have full-scale internal security teams and thus rely on partners. With capabilities in cloud, hybrid work, collaboration, data protection, network and secure operations, the Secure Managed Technology segment continues to meet clients’ evolving needs and expectations for: ▪ ▪ ▪ ▪ Security and compliance by default: IT solutions that are secure out-of-the-box and help clients to meet compliance obligations An outcomes and return on investment driven approach Flexibility and scalability through cloud models of IT consumption Integrated solutions that help clients simplify their vendor landscape. The Board of Directors of Spirit (“Board”) and the Group’s management team have completed the initial multi-year restructuring and stabilisation of the Secure Managed Technology segment and transition to Secure Managed Technology. While FY25 results show improving earnings momentum, performance remains below expectations. To drive a step-change in results, the Board appointed Mr Dan (Damir) Suto as Executive Group Manager of Secured Managed Technology in March 2025. The Secured Managed Technology segment achieved uEBITDA profit for FY25 of $0.33M (FY24 uEBITDA loss: $4.55M) on sales revenue of $29.2M (FY24: $32.5M). To assist in understanding the impact of the accounting policy change on the Secured Managed Technology segment, FY25 pre restatement turnover was $30.9M (FY24: $34.7M). Cloud and Communications Spirit’s Cloud and Communications segment (previously referred to as, ‘Communication and Collaboration’) provides integrated solutions to small and medium-sized businesses (“SMBs”), combining hardware, software, installation, configuration, and managed voice, collaboration and data connectivity. These offerings are tailored for frontline teams requiring advanced communication systems alongside workplace collaboration tools. Cisco is the segment’s principal strategic partner. 6 Spirit Technology Solutions Ltd Directors' report 30 June 2025 The Australian SMB Cloud and Communications market is vibrant, with ongoing growth in unified communications as small businesses adopt cloud-based telephony, video conferencing, and integrated customer contact solutions. Nexgen is exploring new value-adding services (including bundling AI features) to support customers to keep abreast of this innovation wave. The segment achieved uEBITDA for FY25 of $7.7M (FY24: $6.5M) on sales revenue of $44.1M (FY24: $40.1M on both a pre and post restatement basis). During FY25, this segment also continued to broaden its sales channel and footprint by establishing new points of presence in Western Australia and South Australia. Group disclosures Cash outflows from operating activities were $2.2M for the year ended 30 June 2025 (2024: cash outflows $4.1M). This included cash outflows associated with transformation and restructuring programs of $1.9M (2024: $2.6M). Net cash outflows from investing activities were $17.4M (2024 outflows: $16.1M). These principally related to obligations associated with business combination payments and business acquisition and divestment costs. During the financial year, the Company undertook capital raises totaling $19.8M (net of transaction costs) to fund the acquisition of Forensic IT and provide growth working capital. The basic and diluted earnings per share loss for the financial year ended 30 June 2025 was 0.77 cents (2024 restated: loss of 11.77 cents). The net assets of the Consolidated Entity increased by $25.5M to $98.573M as at 30 June 2025 (30 June 2024: $73.046M). This increase primarily reflects the impact of the capital raise and Forensic IT acquisition. Prospects for future financial years and business risks The Group continues its substantial growth as a leading Australian provider of cyber security and secure managed technology, known for delivering secure and modern digital workplaces and scalable customer outcomes. Building a scalable and profitable company inherently involves risk. Risk factors change over time in both nature and weighting. Management and the Board of the Company actively manage risk and apply mitigation strategies as appropriate to reduce the impact of the stated risk on the Group’s achievement of its goals. At the time of signing the Directors’ report, the material business risks that could impede the achievement of the Group’s future operational and financial success are set out below. Funding risk The Company is focused on returning to a sustainable operational cashflow positive position alongside managing residual acquisition fixed consideration obligations. The Company’s aim is to manage settlement of these obligations from its future operating cash flows. That noted, the risk with respect to such preferred funding is contingent on the Company’s performance improvements to generate positive cashflows sufficient to: ▪ ▪ ▪ manage working capital obligations, fund the fixed residual acquisition obligations, and fund agreed bank debt amortisation payments. To the extent that the Company is unable to sustain the necessary performance improvements, it may require additional equity funding, which may have a dilutionary effect on the Company’s shareholders or prevent execution of the Company’s growth plans. 7 Spirit Technology Solutions Ltd Directors' report 30 June 2025 The Company has material debt funding in place with its banker which is subject to various covenants. To the extent that the Company’s performance does not meet these covenants, there is a risk that the Company will need to: ▪ ▪ ▪ renegotiate the terms of debt with its banker, which could be less advantageous, refinance with another lender, which could be on less advantageous terms, or undertake a capital raising to repay all or part of the debt finance. The above noted, during the current financial year, the Company undertook capital raises totalling $19.8M (net of transaction costs) which strengthened the financial position of the Group. In addition, convertible notes with a face value of $4.965M were converted into ordinary shares, increasing net assets and reducing the net debt position leaving Convertible notes with a face value of $0.5M remaining. Cyber and data breach risks Cyber attacks and data breaches are an inherent risk faced by every organisation. Should this risk materialise, the financial, operational and/or reputational impacts could have a material adverse effect on the Company and its prospects, including loss of customers, reduced sales, and reduction in revenue and profit. Being a material business risk, cyber requires constant management and risk mitigation. The Consolidated Entity leverages the internal capability of its Cyber Security segment to provide proactive and reactive solutions and management of any cyber related events that present against Spirit and its customers. Sales execution risk Achievement of the Company’s growth strategy is contingent on effective execution of its sales strategy within the segments’ target markets. Successful execution relies on a range of factors, including attracting and retaining the right mix of sales talent. A failure to attract and retain suitable staff could be disruptive to the Company’s prospects, including an inability to grow revenue, an increase in costs and a reduction in profits. Additionally, variability in customer procurement cycles and reliance on multi-party buying processes may extend sales timelines and impact conversion rates, particularly as regards larger enterprise or government opportunities. Labour market and inflationary risks Access to the required human capital within the Australian labour market remains a key business risk. The Company requires a mix of skilled professionals to execute its business plan but sourcing and retaining skilled staff in what is a highly competitive and, at times, wage inflationary environment can present challenges. Failure to attract and retain professional and technical talent could be disruptive to the Company’s business, resulting in increased costs and reduced profits, and adversely impacting the Company’s prospects. Impact of competitive landscape The Company competes with a number of other companies that provide comparable services and its operating performance is influenced by a number of external factors. Disruptors entering the market with new technologies could threaten existing Company service offerings or make some redundant. This could impact the Company’s ability to retain existing clients or attract new clients, adversely impacting its revenues, profitability and prospects. 8 Spirit Technology Solutions Ltd Directors' report 30 June 2025 Aspirational risk The Consolidated Entity can still be classified as a small company as measured against other companies listed on the ASX. As the Company continues to achieve growth and scale, the potential complexity and degree of risk it faces may also increase in the absence of mitigation strategies. Achievement of the Company’s strategic growth goals will involve an ongoing investment in people, marketing and branding, and internal system enhancements. Spirit will continue to pursue accelerated growth organically and through an inorganic acquisition strategy. To succeed in an inorganic growth path, the Company needs to identify suitable target companies and successfully conclude acquisition negotiations, which can be challenging in a competitive market landscape. Acquisitions carry risk. They may consume a large amount of management time and attention during pre-acquisition negotiation and post-acquisition integration. The acquired company may fail to meet strategic objectives or achieve expected financial performance (including unrealised synergies). Failure to fully or effectively integrate the operations, products, technologies and personnel of the acquired company could result in staff turnover, loss of customers or increased costs, impacting the Company’s profitability and prospects. Business environment risk Changes in business conditions or economic and government settings in Australia or internationally may impact the fundamentals underpinning the projected growth of the Company’s target markets or its cost structure and profitability. Changes in the level of inflation, interest rates, government policy (including fiscal, monetary and regulatory policies), business confidence and consumer spending, employment rates and other socioeconomic factors, while outside the control of the Company, may result in material adverse impacts on its business, operations, results and prospects. Technology and partner risk The Company has strategic partnerships and procurement relationships with a range of providers of technology products. These form part of the Consolidated Entity’s suite of products and service offerings deployed across our customer environments. Accordingly, any outages or technology failures attrib