COMMS GROUP LTD — Interim / Quarterly Report 2026

Feb 24, 2026

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APPENDIX 4D

Under ASX Listing Rule 4.2A

Current reporting period 1 July 2025 to 31 December 2025 Prior corresponding period 1 July 2024 to 31 December 2024

1. RESULTS FOR ANNOUNCEMENT TO THE MARKET

	Increase / Decrease $’000	Change %	To $'000
Revenuefromordinary activities	10,593	39.2%	37,638
Profit fromordinary activities after taxattributabletomembers	1,380	496%	1,102
Net Profit for the period attributabletomembers	1,405	452%	1,094

Dividend

An interim dividend of 0.125 cents per share ($0.00125) has been declared for the year ending 30 June 2026.

Operating and Financial Review

On a Group basis including all ordinary operations, Underlying EBITDA for the reporting period has increased to $4.481m generated as follows.

	$’000
Statutory profit for the period beforeincometax	825
Add: Depreciationand amortisation	1,866
Add: Finance charges	664
EBITDA	3,355
Add: Share basedpayments	196
Add: Business acquisition,integration and restructuringcosts	581
Add: Rent recorded as anoperating cost	55
Add:One-offcosts	325
Less: Non-operatingincome	(31)
UnderlyingEBITDA	4,481

The Group has recorded a significant increase in revenues from $27.046m of the prior corresponding period to $38.289m and significant increase in Underlying EBITDA from $2.392m of the prior corresponding period to $4.481m. This not only includes a contribution from the TasmaNet business acquired in June 2015 for the full six months, but significant increases in the revenues and earnings of the Global and ICT businesses.

2. NET TANGIBLE ASSET PER SECURITY

Net tangible assets per ordinary share: (2.07) cents per share (2024: (2.6)).

3. ENTITIES OVER WHICH CONTROL HAS BEEN GAINED DURING THE PERIOD

None.

4. OTHER

Additional Appendix 4D disclosure requirements and further information including commentary on significant features of the operating performance, results of segments, trends in performance and other factors affecting the results for the current period are contained in the Half-Year Financial Report 2025.

The consolidated financial statements contained within the Half-Year Financial Report 2025, of which this report is based upon, have been reviewed by the company’s auditors, BDO.

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Comms Group Limited

Interim Financial Report For the half year ended 31 December 2025 ACN 619 196 539

Comms Group Limited Directors’ report for the half year ended 31 December 2025

Directors’ report

Your directors present their report on the consolidated entity consisting of Comms Group Limited (the “Company”) and the entities it controlled (collectively “Comms Group” or “Group”) at the end of or during the financial half year ended 31 December 2025.

Directors

The following persons were directors of the Company during the whole of the financial half year up to the date of this report, unless otherwise stated:

Ryan O’Hare – Non-Executive Chairman

Peter McGrath - Executive Director, Chief Executive Officer

Benjamen Jennings – Non-Executive Director

Claire Bibby – Independent Non-Executive Director

Stephen Picton - Independent Non-Executive Director, appointed 31 July 2025

Principal activities

Comms Group is a telecommunications and managed IT service business, providing a comprehensive range of information and communications technology solutions for enterprise and government. Comms Group services clients across Australia and internationally, focusing primarily on the Asia-Pacific region.

The principal continuing activities of Comms Group are the provision of a full range of Information Technology (IT) managed services including IT managed services, cloud hosting, cloud computing and IaaS (Infrastructure as a Service) as well as telecommunications solutions incorporating connectivity, Wide Area Network (WAN) and cloud UCaaS (unified communications).

For the six months ended 31 December 2025, Comms Group derived revenue from the sale of the abovementioned services. These revenues consist of recurring access charges as well as variable consumption charges for usage of those facilities and services. Revenue was also derived from the installation and sale of hardware, equipment, consulting and installation services to support the primary products and services of the business.

There were no significant changes in the nature of the activities of Comms Group during the reporting period.

Dividends

The Directors have resolved to pay a fully franked interim dividend for the six-month period ended 31 December 2025 of 0.125 cents per share ($0.00125).

Review of operations

For the six months ended 31 December 2025 the Group has recorded a significant increase in Group revenues to $37.64m, an increase of $10.59m or 39.2% from the prior corresponding period. This includes revenues of $8.91m from the acquisition of the TasmaNet business acquired in June 2025 and an increase in sales to external customers in each of the three divisions that make up the Group, being Global & Wholesale Unified Communications (“Global”), Communications & Collaboration (“SME”) and Secure Management IT Solutions (“ICT”).

Whilst the SME and ICT divisions have picked up a number of external customers as part of the acquisition of the TasmaNet business, excluding these customers, both of these divisions have recorded positive revenue growth in their underlying businesses.

During the period the SME division bought an end to a relationship with a large managed services customer under which it charged these services provided by a third party at nil margin. Although this resulted in a decline in managed services revenue for the SME division, it has had no effect on this division’s gross profit. In a significant development, SME Voice, Data and Mobile revenues have recorded an increase from the prior corresponding period.

The Group generated a significant increase in Underlying EBITDA to $4.48m during the period from all operations, compared to $2.39m for the prior corresponding period. All three divisions recorded significant increases in Underlying EBITDA from the prior corresponding period, including Global $0.66m to $1.72m, SME $1.99m to $2.67m and ICT $1.28m to $1.79m.

1

Comms Group Limited Directors’ report for the half year ended 31 December 2025

The Group’s cash position at 31 December 2025 was $4.01m, an increase of $1.29m from 31 December 2024. The Group reported statutory net cash inflow from operations of $0.97m for the half year ended 31 December 2025, excluding payments for acquisition, restructuring, integration and other one-off expenses underlying cashflow from operations was approximately $1.88m compared to $1.85m of the prior corresponding period. Significant nonoperating cash payments during the period included term loan repayments of $0.30m, dividend payment $0.66m and $0.65m deferred consideration for the TasmaNet business.

On 23 December 2025 the Group finalised and executed a new Facility Agreement with Westpac Banking Corporation for a new term loan and other facilities. This included the refinancing of the term loan provided by Regal Tactical Credit Fund. In addition to providing a significantly lower cost of financing subsequent to the repayment of the Regal loan, the new facilities also include an undrawn term loan of $8m that subject to certain conditions can be used to assist in the funding of future acquisitions.

A reconciliation of underlying EBITDA from continuing operations to the reported profit before tax from continuing operations in the consolidated statement of profit or loss and comprehensive income is tabled below:

	$’000	$’000
	31 December 2025	31 December 2024
Revenue	37,638	27,046
Reported profit before income tax	825	(343)
Add: Depreciation and amortisation(1)	1,866	1,363
Add: Finance charges(1)	664	392
EBITDA	3,355	1,412
Add: Share based payments	196	318
Add: Business acquisition costs	337	88
Add: Integration and restructuring costs	244	199
Add: Rent recorded as an operating cost	55	38
Add: Other one-off costs	325	397
Less: Other income – non-operating	(31)	(60)
Underlying EBITDA	4,481	2,392

(1) Includes lease interest and depreciation as per AASB 16

The Underlying EBITDA from operations is a non-IFRS measure that is presented to provide an understanding of the underlying performance of the Group’s operations. In the opinion of the Directors, the Group’s underlying EBITDA reflects the results generated from ongoing operating activities which excludes non-operating adjustments that are considered to be non-cash or non-recurring in nature. These items are included in the Group’s consolidated statutory result but excluded from Underlying EBITDA. The non-IFRS financial information is not subject to auditor review.

Earnings per share

Earnings per share for the period is as follows:

	Cents	Cents
	31 December 2025	31 December 2024
Earnings per share (cents)	0.21	(0.07)
Diluted earnings per share (cents)	0.20	(0.07)

Operating segment

The Group has three operating segments under AASB 8 Operating Segments including Global (International, Wholesale and Enterprise), SME telecommunications (including the acquired business of TasmaNet) and ICT services. Customers with similar and primarily telecommunication needs are allocated to either Global or SME based on their size and customers with primarily IT managed service needs are allocated to ICT. These customer bases are then managed by dedicated resources and each division has its own management, responsible for the delivery of service to all customers allocated to that division and financial performance of the division.

For internal purposes, each division has its own monthly and annual budget, against which actual results are

measured and reported through to the Board of Directors.

Note that the Group reported four operating segments as at 30 June 2025. Given the proximity of the acquisition of the TasmaNet business to this reporting date, the business of TasmaNet was included as a separate segment.

2

Comms Group Limited Directors’ report for the half year ended 31 December 2025

As TasmaNet has a number of strong similarities with that of the existing SME business, including products, services, networks, IT systems and customers, during the period TasmaNet was integrated with that of the SME division.

The Group's revenues from external customers are predominantly domiciled in Australia.

Significant changes in the state of affairs

During the period the Group executed a new Facility Agreement with Westpac Banking Corporation to refinance its existing term loan with Regal Tactical Credit Fund and provide other facilities currently provided by Commonwealth Bank of Australia. Settlement of the new facilities took place on 12 January 2026.

There were no other significant changes in the state of affairs during the period.

Events since the end of the interim financial period

On the 24 February 2026 the Directors resolved to pay a fully franked interim dividend for the period ended 31 December 2025 of 0.125 cents per share ($0.00125).

Subsequent to executing a new Facility Agreement with Westpac Banking Corporation on 23 December 2025 for a new term loan and other facilities (that included the refinancing of the term loan provided by Regal Tactical Credit Fund), settlement took place on 12 January 2026 that resulted in the full repayment of the term loan provided by Regal and release of security provided to them.

As part of the above settlement on 12 January 2026, Regal signed a Deed of Release accepting $250,000 for deferred consideration for the acquisition of the TasmaNet business that was originally subject to a Deed of Settlement signed on 18 August 2025. This amount was paid on the same day as settlement with no further consideration payable or due to Regal.

No other matter or circumstance has arisen since 31 December 2025 that has significantly affected, or may significantly affect the consolidated entity's operations, the results of those operations or the consolidated entity's state of affairs in future financial years.

Insurance of officers and indemnities

During the period, Comms Group incurred a premium of $53,973 to insure the directors, officers and secretary of the Group.

The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the officers in their capacity as officers of entities in the Group, and any other payments arising from liabilities incurred by the officers in connection with such proceedings. This does not include such liabilities that arise from conduct involving a willful breach of duty by the officers or the improper use by the officers of their position or of information to gain advantage for themselves or someone else or to cause detriment to the Group. It is not possible to apportion the premium between amounts relating to the insurance against legal costs and those relating to other liabilities.

Auditor’s independence declaration

A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 4.

This report is made in accordance with a resolution of directors.

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Ryan O’Hare Non-Executive Chairman

Sydney 25 February 2026

3

Tel: +61 2 9251 4100 Fax: +61 2 9240 9821 www.bdo.com.au

Parkline Place Level 25, 252 Pitt Street Sydney NSW 2000 Australia

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DECLARATION OF INDEPENDENCE BY DRIES MARTENS TO THE DIRECTORS OF COMMS GROUP LIMITED

As lead auditor of Comms Group Limited for the half-year ended 31 December 2025, I declare that, to the best of my knowledge and belief, there have been:

1. No contraventions of the auditor independence requirements of the Corporations Act 2001 relation to the audit; and

2. No contraventions of any applicable code of professional conduct in relation to the audit.

This declaration is in respect of Comms Group Limited and the entities it controlled during the period.

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Dries Martens Director

BDO Audit Pty Ltd

Sydney, 25 February 2026

BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.

Comms Group Limited ACN 619 196 539 Consolidated financial report – for the half year ended 31 December 2025

Contents	Page
Consolidated statement of profit or loss and other comprehensive income	6
Consolidated statement of financial position	7
Consolidated statement of changes in equity	8
Consolidated statement of cash flows	9
Notes to the consolidated financial statements	10
Directors' declaration	18
Independent auditor's review report to the members	19

5

Comms Group Limited Consolidated statement of profit or loss and other comprehensive income For the half year ended 31 December 2025

	Notes	31	December 2025 $	31 December 2024 $
Revenue	4		37,638,417	27,045,848
Other income			31,372	5,302
			37,669,789	27,051,150
Cost of sales			(19,804,486)	(13,986,186)
Employee benefits expense			(10,457,120)	(8,272,803)
Administration expenses			(986,821)	(896,074)
Sales & marketing expenses			(679,806)	(530,130)
Information technology expenses			(842,178)	(872,253)
Professional fees	5		(406,663)	(479,733)
Property expenses			(322,647)	(237,540)
Business acquisition and integration expenses			(515,422)	(203,619)
Share based payments			(195,698)	(318,094)
Other expenses			(104,001)	156,840
Finance expenses	5		(663,537)	(391,820)
Depreciation & amortisation	5		(1,866,060)	(1,363,440)
Profit/(Loss) before income tax			825,350	(343,702)
Income tax benefit			276,221	65,197
Profit/(Loss) for the period			1,101,571	(278,505)
Other comprehensive income/(loss)
Foreign currency translation			(7,411)	(32,232)
Total comprehensive income/(loss) attributable to shareholders			1,094,160	(310,737)
Earnings per share for profit/(loss) from total operations attributable
to the ordinary equity holders of the company:
			Cents	Cents
Basic earnings per share			0.21	(0.07)
Diluted earnings per share			0.20	(0.07)

The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.

6

Comms Group Limited Consolidated statement of financial position As at 31 December 2025

Notes Current assets Cash and cash equivalents Trade and other receivables Other current assets Total current assets Non-current Assets Property, plant & equipment Right of use assets Goodwill Intangible assets Deferred tax assets Total non-current assets Total assets Current liabilities Trade and other payables Contract Liabilities Provisions Borrowings 6 Lease liabilities Deferred Consideration Income tax payable Total current liabilities Non-current liabilities Provisions Deferred tax liability Lease liabilities Total non-current liabilities Total liabilities Net assets Equity Share capital Share based payment reserves Foreign currency translation reserve Accumulated losses Total Equity	31 December 2025 $ 30 June 2025 (Restated – Note 7) $ 4,009,378 5,500,731 7,778,590 6,601,416 3,407,943 3,086,4101
	15,195,911 15,188,557
	2,682,804 2,146,4561 2,229,744 2,669,1961 23,696,715 23,696,7151 24,841,784 25,627,5811 94,561 98,878
	53,545,608 54,238,826
	68,741,519 69,427,383
	8,711,442 8,451,600 1,300,640 1,350,358 1,908,697 1,855,506 10,534,849 10,700,000 956,226 1,037,7771 312,216 941,3481 169,139 148,952
	23,893,209 24,485,541
	252,593 273,487 5,099,814 5,840,0611 1,637,766 2,094,108
	6,990,173 8,207,656
	30,883,382 32,693,197
	37,858,137 36,734,186
	56,089,398 55,589,398 2,824,696 2,637,840 (174,057) (166,646) (20,881,900) (21,326,406)
	37,858,137 36,734,186

1. Comparative balance restated to reflect finalised balances recognised for the acquisition of the TasmaNet business, refer Note 7 Business Combinations for adjustment amounts.

The above consolidated statement of financial position should be read in conjunction with the accompanying notes.

7

Comms Group Limited Consolidated statement of changes in equity For the half year ended 31 December 2025

Balance as at 1 July 2024 Loss for the period to 31 December 2024 Foreign currency translation Total comprehensive loss for the period Transactions with owners in their capacity as owners: Dividend declared Shares issued under a dividend reinvestment plan Performance rights Balance as at 31 December 2024 Balance as at 1 July 2025 Profit for the period to 31 December 2025 Foreign currency translation Total comprehensive loss for the period Transactions with owners in their capacity as owners: Dividend declared Shares issued Performance rights Balance as at 31 December 2025	Share capital Share- based payments reserves Foreign currency translation reserve Accumulated losses Total $ $ $ $ $ 48,930,371 2,200,514 (135,177) (19,221,334) 31,774,374 - - - (278,505) (278,505) - - (32,232) - (32,232)
	- - (32,232) (278,505) (310,737) - - - (936,241) (936,241) 33,134 - - (33,134) - - 299,566 - - 299,566
	48,963,505 2,500,080 (167,409) (20,469,214) 30,826,962
	55,589,398 2,637,840 (166,646) (21,326,406) 36,734,186 - - - 1,101,571 1,101,571 - - (7,411) - (7,411)
	- - (7,411) 1,101,571 1,094,160 - - - (657,065) (657,065) 500,000 - - - 500,000 - 186,856 - - 186,856
	56,089,398 2,824,696 (174,057) (20,881,900) 37,858,137

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

8

Notes Cash flows from operating activities Receipts from customers (inclusive of GST) Payments to suppliers and employees (inclusive of GST) Interest received Interest paid Income tax paid Net cash inflows from operating activities Cash flows from investing activities Purchase of intangibles (software and IT systems) Payments for purchase of businesses (deferred consideration) Payments for property, plant & equipment Net cash outflows from investing activities Cash flows from financing activities Lease payments Dividend Payment Proceeds from the issue of shares net of fees 8 Net payments of borrowings Net cash outflows from financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at the beginning of the period Cash and cash equivalents at end of period	Comms Group Limited Consolidated statement of cash flows For the half year ended 31 December 2025 31 December 2025 31 December 2024 $ $ 38,857,014 28,840,900 (37,458,649) (27,275,397) 36,928 5,302 (134,849) (352,108) (333,445) (63,153)
	966,999 1,155,544
	(91,473) (76,252) (650,000) - (604,912) (74,112)
	(1,346,385) (150,364)
	(654,902) (293,702) (657,065) (936,241) 500,000 - (300,000) (627,911)
	(1,111,967) (1,857,854)
	(1,491,353) (852,674) 5,500,731 3,576,040
	4,009,378 2,723,366

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.

9

Comms Group Limited Notes to the Consolidated Financial Statements 31 December 2025

1 General information

The financial statements cover Comms Group Limited as a consolidated entity consisting of Comms Group Limited and the entities it controlled at the end of, or during, the half year. The financial statements are presented in Australian dollars, which is Comms Group Limited’s functional and presentation currency.

Comms Group Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is:

Level 1, 45 Clarence Street Sydney NSW 2000 Australia

A description of the nature of the entity's operations and its principal activities is included in the directors' report on page 1, which is not part of these financial statements.

These condensed interim financial statements were approved for issue on 25 February 2026. The directors have the power to amend and reissue the financial statements.

2 Significant accounting policies

This consolidated interim financial report for the half year ended 31 December 2025 has been prepared in accordance with Australian Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Act 2001.

This consolidated interim financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 30 June 2025 and any public announcements made by the Comms Group during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.

The principal accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, unless otherwise stated.

New or amended Accounting Standards and Interpretations adopted

Comms Group has adopted all the new or amended Accounting Standards and Interpretations issued by the Australian Standards Board (AASB) that are mandatory for the current reporting period.

Any new or amended Accounting Standards and Interpretations that are not yet mandatory have not been early adopted.

10

Comms Group Limited Notes to the Consolidated Financial Statements 31 December 2025

3 Segment reporting

Identification of reportable operating segments

The Group has three operating segments under AASB 8 Operating Segments including Global, SME and ICT. These operating segments are based on the internal reports that are reviewed and used by the CEO and Board of Directors (who are identified as the Chief Operating Decision Makers ('CODM')) in assessing performance and in determining the allocation of resources.

Other (non-operating) segments include the Head Office that accounts for the activities of the Board and other Group employees who provide services across the Group and other costs of being an ASX listed business.

On a monthly basis the CODM reviews each segments EBITDA that is prepared using the same accounting policies as those adopted in the financial statements.

Note that the Group reported four operating segments as at 30 June 2025. Given the proximity of the acquisition of the TasmaNet business to this reporting date, the business of TasmaNet was included as a separate segment. As TasmaNet has a number of strong similarities with that of the existing SME business, including products, services, networks, IT systems and customers, during the period TasmaNet was integrated with that of the SME division.

For the half year ended 31 December 2025 Revenue Sales to external customers Intersegment sales Total segment sales revenue Less: Intersegment eliminations Total revenue Underlying EBITDA – Segment Less corporate costs Underlying EBITDA – Group Plus: other income – non-operating Less: share based payments Less: rent recorded as operating cost Less: acquisition, one-off and restructuring costs EBITDA – Group Less: finance expenses Less: depreciation and amortisation Profit before tax – Group	Global SME ICT 7,461,324 19,273,050 10,904,041 477,049 285,132 980,439	Total 37,638,415 1,742,620
	7,938,373 19,558,182 11,884,480 (477,049) (285,132) (980,437)	39,381,035 (1,742,618)
	7,461,324 19,273,050 10,904,043	37,638,417
	1,716,678 2,674,176 1,789,559	6,180,413 (1,699,046)
		4,481,367 31,372 (195,698) (55,818) (906,276)
		3,354,947 (663,537) (1,866,060)
		825,350

Intersegment transactions

Intersegment transactions were made at market rates. Taking advantage of existing accounts and economies of scale, Global and SME telecommunications purchase telecommunication services on behalf of each other. Intersegment transactions are eliminated on consolidation.

Intersegment receivables and payables

Intersegment receivables and payables are eliminated on consolidation.

Major customers

During the six months ended 31 December 2025 no individual customer accounted for more than 10% of Group revenues.

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11

Comms Group Limited Notes to the Consolidated Financial Statements 31 December 2025

3 Segment reporting (continued)

For the half year ended 31 December 2024 Revenue Sales to external customers Intersegment sales Total segment sales revenue Less: Intersegment eliminations Total revenue Underlying EBITDA – Segment Less corporate costs Underlying EBITDA – Group Plus: other income – non-operating Less: share based payments Less: rent recorded as operating cost Less: acquisition, one-off and restructuring costs EBITDA – Group Less: finance expenses Less: depreciation and amortisation Loss before tax – Group	Global SME ICT 6,130,004 11,564,862 9,350,982 347,056 64,168 72,175	Total 27,045,848 483,399
	6,477,060 11,629,030 9,423,157 (347,056) (64,168) (72,175)	27,529,247 (483,399)
	6,130,004 11,564,862 9,350,982	27,045,848
	658,642 1,987,216 1,281,993	3,927,851 (1,535,646)
		2,392,205 60,145 (318,094) (37,734) (684,964)
		1,411,558 (391,820) (1,363,440)
		(343,702)

Intersegment transactions

Intersegment transactions were made at market rates. Taking advantage of existing accounts and economies of scale, Global and SME telecommunications purchase telecommunication services on behalf of each other. Intersegment transactions are eliminated on consolidation.

Intersegment receivables and payables

Intersegment receivables and payables are eliminated on consolidation.

Major customers

During the six months ended 31 December 2024 no individual customer accounted for more than 10% of Group revenues.

12

Comms Group Limited Notes to the Consolidated Financial Statements 31 December 2025

4 Revenue

Sales revenue Voice revenue Data revenue Managed service revenue Sales revenue Global division SME telecommunications division ICT services division	Consolidated Consolidated 31 December 2025 31 December 2024 $ $ 13,375,036 11,494,606 9,117,650 5,728,398 15,145,731 9,822,844
	37,638,417 27,045,848
	Consolidated Consolidated 31 December 2025 31 December 2024 $ $ 7,461,324 6,130,004 19,273,050 11,564,862 10,904,043 9,350,982
	37,638,417 27,045,848

Disaggregation of revenue

The Group derives its revenue from the delivery of hosted voice, data and enterprise networks and cloud based communication enablement services that are recognised over the term of the contract. The table above provides a breakdown of revenue by major business line. As disclosed in note 3 the Group has three operating segments.

The disaggregation of revenue from contracts with customers is as follows:

Timing of revenue recognition Revenue recognised over time Revenue recognised at a point in time Revenue from direct customers Revenue from wholesale customers	Consolidated Consolidated 31 December 2025 31 December 2024 $ $ 35,113,140 25,636,814 2,525,277 1,409,034
	37,638,417 27,045,848
	32,041,080 21,856,420 5,597,337 5,189,428
	37,638,417 27,045,848

13

Comms Group Limited Notes to the Consolidated Financial Statements 31 December 2025

5 Individually significant profit or loss items

Depreciation and amortisation Depreciation expense Depreciation – right of use assets Amortisation of intangibles Total depreciation and amortisation Interest Expense Interest expense Interest on lease liability Total interest expense Other costs Share based payments Superannuation guarantee expense Business acquisition and integration expenses Professional fees Legal fees Other professional fees Total professional fees Borrowings Current liabilities Term loan		Consolidated Consolidated 31 December 2025 31 December 2024 $ $ 548,560 187,701 440,231 242,379 877,269 933,360
		1,866,060 1,363,440
		611,733 352,108 51,804 39,712
		663,537 391,820
		195,698 318,094 906,235 670,313 515,422 203,619 97,983 108,432 308,680 371,301
		406,663 479,733
		Consolidated Consolidated 31 December 2025 30 June 2025 $ $ 10,534,849 10,700,000

6 Borrowings

14

Comms Group Limited Notes to the Consolidated Financial Statements 31 December 2025

6 Borrowings (continued)

Financing arrangements

Unrestricted access was available at the reporting date to the following term loan:

Total facilities available Bank term loans Used at the reporting date Bank term loans Unused at the reporting date Bank loans	Consolidated 31 December 2025 30 June 2025 10,534,849 10,700,000
	10,534,849 10,700,000
	10,534,849 10,700,000
	10,534,849 10,700,000
	- -
	- -

On 23 December 2025 the Directors signed a new Facility Agreement with Westpac Banking Corporation to refinance the term loan provided by Regal Tactical Credit Fund and replace other facilities provided by the Commonwealth Bank of Australia. Settlement with Westpac Banking Corporation took place on 12 January 2026 that resulted in the full repayment of the term loan provided by Regal and release of security provided to them.

These Group facilities can be summarised as follows:

Key Terms	Facility A	Facility B	Facility C	Facility D	Facility E
Type	Business Loan (refinance)	Business Loan (acquisition)	Equipment finance	Bank Guarantees	Credit Cards
Facility limit	$11.16m	$8.0m	$1.0m	$0.58m	$0.26m
Term	3 years	3 years	Max 5 years	On demand	On demand
Interest rate	BBSY + 2.0%	BBSY + 2.0%	Standard, risk adjusted.	2.5%	Standard, risk adjusted.
Line Fee	1% on the Facility Limit	2% on the Facility Limit	-	-	-
Amortisation	$0.133m per month	$0.134m per month upon first draw down	Max 5 years	N/a	N/a
Establishment fee	$44,640	$32,000	-	$100 per guarantee	-

Security includes fixed and floating charges from Comms Group Limited and all subsidiaries and Guarantees from all Australian registered lending and non-lending Group entities.

Financial covenants include the following (to be measured six monthly commencing 30 June 2026):

• Debt service cover ratio ((Group EBITDA less tax for the prior 12 months) / (Principal repayments and interest expense for the prior 12 months)) must be equal to or greater than 1.25 times.

• Leverage ratio (Group Finance Debt / Group EBITDA for the prior 12 months) must be equal to or less than 2.25 times.

• Equity ratio (Group shareholder funds / Total Group assets) must be equal to or greater than 45%.

In addition to the above financial covenants, EBITDA of all Guarantors must account for at least 85% of Group EBITDA for the first 12 months post settlement and 90% thereafter. Total assets of all Guarantors must comprise at least 90% of all Group assets.

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Comms Group Limited Notes to the Consolidated Financial Statements 31 December 2025

6 Borrowings (continued)

The above covenants are to be measured on a rolling 12 month basis with the first measurement taking place at 30 June 2026.

All other terms and conditions are considered to be normal or commercial for facilities of this nature.

Settlement with Westpac Banking Corporation took place on 12 January 2026 that resulted in the full repayment of the term loan provided by Regal and release of security provided to them.

7 Business Combination

TasmaNet acquisition

As reported in the Comms Group Limited Annual Report for the year ended 30 June 2025, on 16 May 2025 Comms Group entered into a binding agreement to acquire the business and assets of TasmaNet including select assets of the broader Field Solutions Holdings Group Ltd group of entities ( TasmaNet ). The acquisition was completed on 16 June 2025 at which time Comms Group took control of the acquired business per the terms of the Business Sale Agreement (BSA).

As also reported in the Annual Report at 30 June 2025, the purchase price of $9.43m had been allocated on a provisional basis. This allocation has now been finalised and is summarised below. This includes adjustments for:

• Recognition of amounts for Brands and Customer Contracts based upon independent valuations finalised during the six months ended 31 December 2025.

• Recognition of amounts for Property, Plant & Equipment and Right of Use Assets based upon independent valuations finalised during the six months ended 31 December 2025.

• Recognition of amounts for APNIC IP addresses based upon additional information provided during the six months ended 31 December 2025.

• Recognition Deferred tax liability amounts based upon values for Customer Contracts finalised during the six months ended 31 December 2025.

The total consideration for the purchase is $9.43m and consisted of the following:

• Upfront payment of $8.5m including cash consideration of $0.5m paid 16 May 2025 and $8.0m paid 16 June 2025.

• Deferred consideration comprising a further cash payment of $0.65m paid on 18 August 2025.

• Contingent deferred consideration comprising a final cash payment of $0.33m to be paid within 5 days of the signing of the Annual Report for the year ending 30 June 2026 (discounted to fair value as at 16 June 2025).

Note that the deferred and contingent consideration was originally structured under the original Business Sale Agreement to be deferred consideration payable on 16 July 2026 of $0.98m. On 18 August 2025 the Group signed a Settlement Deed to restructure this deferred consideration to deferred consideration of $0.65m (paid on 18 August 2025) and contingent deferred consideration of $0.33m payable within 3 business days of the release of the Annual Report for the year ending 30 June 2026.

The contingent deferred consideration was dependent upon the Group achieving a minimum Underlying EBITDA of $9.5m for the year ending 30 June 2026. Underlying EBITDA was to be consistent with the measurement used for calculation of Underlying EBITDA included in the statutory accounts for the six months to 31 December 2024.

Whilst the final purchase price is based upon contingent deferred consideration of $0.33m, on 12 January 2026 and as part of the settlement of a new term loan and other facilities provided by Westpac Banking Corporation, a Deed of Settlement was executed to pay out this consideration by way of a payment of $0.25m made on the same date. No further consideration is due under the Deed of Settlement.

Including other related customers acquired by the Group from the vendors of the TasmaNet business, serviced and accounted for by other businesses of the Group, the TasmaNet business contributed $8.91m to Group revenue and approximately $1.16m to Group EBITDA for the six months to 31 December 2025. These additional customers contributed data revenues of $0.53m to the existing SME division and additional managed services and project revenues to the ICT division of $1.18m. These additional revenues and earnings that flowed from them have been included in the SME and ICT divisional results as per Note 3 Segment Reporting.

16

Comms Group Limited Notes to the Consolidated Financial Statements 31 December 2025

7 Business Combination (continued)

The purchase price of $9.43m has been allocated on a final basis as set out below, to the assets acquired and liabilities assumed in the business combination.

Inventory Identifiable Intangibles - Brands Identifiable Intangibles - Customer Contracts Identifiable Intangibles - APNIC IP addresses Other current assets Property, plant & equipment Right of use asset Deferred tax assets Employee provisions Lease liabilities Deferred tax liabilities Net asset acquired Goodwill Acquisition-date fair value of the total consideration	Provisional Adjustment Final $ $ $ 50,481 - 50,481 - 2,005,000 2,005,000 - 4,500,000 4,500,000 - 694,384 694,384 239,814 (13,381) 226,433 1,944,300 (15,641) 1,928,659 697,203 (236,232) 460,971 158,324 - 158,324 (527,745) - (527,745) (697,203) 6,405 (690,798) - (1,350,000) (1,350,000)
	1,865,174 5,590,535 7,455,709 7,567,050 (5,593,740) 1,973,310
	9,432,224 (3,205) 9,429,019

8 Related Party Transactions

During the period Mr. Stephen Picton, an independent Non-Executive Director, was issued 10.0m ordinary shares in Comms Group Limited after investing $500,000 at 5 cents per share. This investment was approved at the 2025 Annual General Meeting.

9 Events occurring after the reporting period

On the 24 February 2026 the Directors resolved to pay a fully franked interim dividend for the period ended 31 December 2025 of 0.125 cents per share ($0.00125).

Subsequent to executing a new Facility Agreement with Westpac Banking Corporation on 23 December 2025 for a new term loan and other facilities (that included the refinancing of the term loan provided by Regal Tactical Credit Fund), settlement took place on 12 January 2026 that resulted in the full repayment of the term loan provided by Regal and release of security provided to them.

As part of the above settlement on 12 January 2026, Regal signed a Deed of Release accepting $250,000 for deferred consideration for the acquisition of the TasmaNet business that was originally subject to a Deed of Settlement signed on 18 August 2025. This amount was paid on the same day as settlement with no further consideration payable or due to Regal.

No other matter or circumstance has arisen since 31 December 2025 that has significantly affected, or may significantly affect the consolidated entity's operations, the results of those operations or the consolidated entity's state of affairs in future financial years.

17

Comms Group Limited Notes to the Consolidated Financial Statements 31 December 2025

Directors’ declaration

In the Directors' opinion:

• the attached financial statements and notes comply with the Corporations Act 2001, Australian Accounting Standard AASB 134 Interim Financial Reporting, the Corporations Regulations 2001 and other mandatory professional reporting requirements;

• the attached financial statements and notes give a true and fair view of the consolidated entity's financial position as at 31 December 2025 and of its performance for the financial half year ended on that date; and

• there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

Signed in accordance with a resolution of directors made pursuant to section 303(5)(a) of the Corporations Act 2001.

On behalf of the Directors

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Ryan O’Hare Non-Executive Chairman

Sydney 25 February 2026

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Parkline Place Level 25, 252 Pitt Street Sydney NSW 2000 Australia

Tel: +61 2 9251 4100 Fax: +61 2 9240 9821 www.bdo.com.au

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INDEPENDENT AUDITOR'S REVIEW REPORT

To the members of Comms Group Limited

Report on the Half-Year Financial Report

Conclusion

We have reviewed the half-year financial report of Comms Group Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 31 December 2025, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the halfyear ended on that date, material accounting policy information and other explanatory information, and the directors’ declaration.

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the accompanying half-year financial report of the Group does not comply with the Corporations Act 2001 including:

• i. Giving a true and fair view of the Group’s financial position as at 31 December 2025 and of its financial performance for the half-year ended on that date; and

• ii. Complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001.

Basis for conclusion

We conducted our review in accordance with ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity . Our responsibilities are further described in the Auditor’s Responsibilities for the Review of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to the audit of the annual financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

We confirm that the independence declaration required by the Corporations Act 2001 which has been given to the directors of the Company, would be the same terms if given to the directors as at the time of this auditor’s review report.

BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.

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Responsibility of the directors for the financial report

The directors of the Company are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the half-year financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

Auditor’s responsibility for the review of the financial report

Our responsibility is to express a conclusion on the half-year financial report based on our review. ASRE 2410 requires us to conclude whether we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including giving a true and fair view of the Group’s financial position as at 31 December 2025 and its financial performance for the half-year ended on that date and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .

A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

BDO Audit Pty Ltd

Dries Martens Director

Sydney, 25 February 2026