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CONNEXION MOBILITY LTD Interim / Quarterly Report 2026

Feb 10, 2026

64739_rns_2026-02-10_602e9ab6-13a1-46d5-9149-0461a3a8f06a.pdf

Interim / Quarterly Report

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Connexion Mobility Limited Appendix 4D Half-year report

1. Company details

Name of entity: Connexion Mobility Ltd ABN: 68 004 240 313 Reporting period: For the half-year ended 31 December 2025 Previous period: For the half-year ended 31 December 2024

2. Results for announcement to the market

US$
Revenues from ordinary activities up 7% to 5,834,334
Profit from ordinary activities after income tax expense attributable
to the owners of Connexion Mobility Ltd up 5% to 1,143,877
Profit for the half-year attributable to the owners of Connexion
Mobility Ltd up 5% to 1,143,877

Comments

The profit for the consolidated entity after providing for income tax expense amounted to US$1,143,877 (31 December 2024: US$1,092,784).

Total revenues from ordinary activities for the period were US$5,834,334 (2024: US$5,445,888).

The working capital position of the Company as at 31 December 2025 was a surplus of US$2,006,533, which was an increase from a surplus of US$1,735,656 as at 30 June 2025.

3. Net tangible assets

Net tangible assets per ordinary security Reporting
period
Cents US$ 1.05
30 June
2024
Cents US$ 0.91

4. Control gained over entities

Not applicable.

5. Loss of control over entities

Not applicable.

Connexion Mobility Limited Appendix 4D Half-year report

6. Dividends

Current period

There were no dividends paid, recommended or declared during the current financial period.

Previous period

There were no dividends paid, recommended or declared during the previous financial period.

7. Dividend reinvestment plans

Not applicable.

8. Details of associates and joint venture entities

Not applicable.

9. Foreign entities

The consolidated financial statements incorporate the assets, liabilities and results of the following wholly owned foreign entities:

Ownership interest
2025 2024
Entity name Country of incorporation % %
Connexion Media Inc United States of America 100 100
1125816 B.C. Ltd Canada 100 100

10. Audit review

Details of audit/review dispute or qualification (if any):

The financial statements were subject to a review by the auditors and the review report is attached as part of the Interim Report. The Auditor issued an unmodified review conclusion.

11. Signed

Signed

==> picture [119 x 46] intentionally omitted <==

Date: 11 February 2026

Aaryn Nania Managing Director and Chief Executive Officer

Connexion Mobility Ltd

ABN 68 004 240 313

Interim Financial Report

For the six months ended 31 December 2025

Connexion Mobility Ltd

Contents

Corporate Information ............................................................................................................................... 2 Directors’ Report ......................................................................................................................................... 3 Auditor’s Independence Declaration ........................................................................................................ 8 Consolidated Statement of Profit or Loss and Other Comprehensive Income .................................. 9 Consolidated Statement of Financial Position ...................................................................................... 10 Consolidated Statement of Changes in Equity ...................................................................................... 11 Consolidated Statement of Cash Flows .................................................................................................. 13 Notes to the Financial Statements .......................................................................................................... 14 Directors’ Declaration ............................................................................................................................... 25 Independent Auditor’s Report to the members of Connexion Mobility Ltd ..................................... 26

1

Connexion Mobility Ltd

Corporate Information

Directors

Robert Downey Aaryn Nania Greg Ross Sam Baker Nick Kephala (resigned 11 November 2025)

Company secretary

Elizabeth Spooner

Registered office

Level 3, 162 Collins Street Melbourne, VIC 3000

Principal place of business

Level 3, 162 Collins Street Melbourne, VIC 3000

Share registry

Automic Group Suite 5, Level 12, 530 Collins Street Melbourne VIC 3000 Phone: 1300 288 664 (Australia) +61 2 9698 5414 (overseas)

Auditor

William Buck Level 20, 181 William Street Melbourne VIC 3000 Phone: +61 3 9824 8555

Bankers

National Australia Bank

Stock exchange listing

Connexion Mobility Ltd’s shares are listed on the Australian Securities Exchange (ASX code: CXZ)

Website

www.connexionmobility.com

2

Connexion Mobility Ltd

Directors’ Report

The Directors present their report together with the financial statements of the consolidated entity (referred to hereafter as the ‘Group’ or the ‘consolidated entity’), consisting of Connexion Mobility Ltd (referred to hereafter as the ‘Company’, the ‘Parent entity’ or ‘Connexion’) and the entities it controlled at the end of, or during, the half-year ended 31 December 2025.

Directors

The names of Directors who held office during or since the end of the year and until the date of this report are as follows. Directors were in office for this entire period unless otherwise stated:

Robert Downey Aaryn Nania Greg Ross Sam Baker Nick Kephala (resigned 11 November 2025)

Ms Elizabeth Spooner serves as company secretary of the Company.

Principal activities

During the period, the principal activities of the Group were the development and commercialisation of proprietary mobility & rental management software for the automotive industry.

The accounting policies applied by the Company in these consolidated Finance Statements are consistent with those applied by the Group to the previous financial year end. The financial statements are presented in US dollars ($), except where otherwise indicated.

Review of operations

Operating results for the half-year period to 31 December 2025

Total revenues from ordinary activities for the consolidated entity were US$5,834,334 for the period (31 December 2024: US$5,445,888).

Gross profit for the period was US$3,593,705 (31 December 2024: US$3,806,718).

Profit after providing for income tax expense amounted to US$1,143,877 (31 December 2024: US$1,092,784).

The net assets of the consolidated entity as at 31 December 2025 were US$8,494,610 (30 June 2025: US$7,467,842), an increase of US$1,026,768 from 30 June 2025.

3

Connexion Mobility Ltd

Directors’ Report (continued)

Review of operations ( continued )

Operational overview

Connexion continued to expand the delivery of its automotive fleet & rental management Software as a Service (SaaS) solution to automotive manufacturers and franchised dealerships in the United States, whilst investing for future growth.

From a financial performance perspective, the first half of FY26 for the 6-month period ended 31 December 2025 is best summarised through the following minor movements:

  1. Revenue growth from Connexion subscriptions

  2. Revenue growth from income linked to vehicle inventories

  3. Revenue growth from feature-enhancement delivery

  4. Decreased Growth Spend on new R&D, in favour of existing projects

Connexion is focused on keeping its mobile and desktop platforms at the forefront of fleet, rental, and mobility management capabilities.

Each product enhancement falls into one of the three categories within Connexion’s operating model of “Embed, Integrate, Generate”.

During the period, development effort was spread broadly across Marketplace, CheckMyDriver, UVeye, Paid Rental, Reporting & Analytics, Continuous Improvement, and other projects.

Across our existing dealership customers, our internal sales traction continued to improve, albeit off a low base. During the period, we added 47 unique product sales (net new subscriptions or trials).

We continue to focus on improving our revenue diversification in five ways, by:

  1. Deepening our commercial relationship with our existing OEM counterparts

  2. Initiating commercial relationships within other departments of our OEM customers

  3. Initiating commercial relationships with OEMs outside of our existing customers

  4. Deepening commercial relationships directly with existing dealership customers

  5. Initiating commercial relationships directly with prospective franchised dealerships

We launched our Marketplace in H2 FY24, and have been growing our Marketplace subscriptions each month, with steady performance. Internal dealer sales holds the largest opportunity for nearterm improvement, given our already large userbase, and our small share of their software budget.

Sales & Marketing efforts continue to highlight a need for deeper User-Product engagement, User insights, and new User communication channels. Our subsequent R&D expenditure in this area is designed to support existing and prospective OEM customers first, followed by Marketplace sales.

4

Connexion Mobility Ltd

Directors’ Report (continued)

Review of operations ( continued )

Over the period, Connexion invested into the growth of its operations in the form of Research & Development and Sales & Marketing, with US$618,195 and US$498,335 invested, respectively, in HY26, representing an overall 16% decrease on the prior comparable period.

The current Board and Management of Connexion have developed a consistent track record of tightly managing invested capital and delivering a satisfactory return on invested capital. This ethos will not change. Any increase in investment into the business will reflect a clearly defined and examined opportunity for the Company to strengthen its competitive moat over time.

Investment Earnings

Connexion’s long-term, objective is to improve the size, sustainability and diversification of its earnings per share. Supporting this are Connexion’s Net Cash & Investments. Today, this comprises an internally-managed, and generally passive, investment portfolio predominantly held in AUD-denominated assets – typically credit-focused managed funds.

In addition, Connexion announced on the 2nd of September 2025 that it agreed to acquire a substantial minority shareholding, along with stapled redeemable notes, in Covertrue Group Pty Ltd – the owner of leading Australian fleet branding business, Liberty Signs. While Connexion’s minority ownership precludes Covertrue from being considered a 2nd “platform company” within the Group today, it does position Connexion to benefit from any potential earnings growth from the business, and the prospect of greater ownership over time.

Together, these investments provide Connexion with a meaningful, diversified, sustainable, and growing source of earnings.

Since its inception, Connexion’s Net Cash & Investments portfolio has steadily grown its earnings, proving an effective vehicle for deploying surplus capital, while diversifying Connexion’s income base. This is aligned with Connexion’s long-term objective of improving the size, sustainability and diversification of its earnings per share.

At the end of the half-year, Connexion reported that its Q2 FY26 investment earnings accounted for 16% of group Net Profit Before Tax, up from 10% in both FY24 and FY25. This reflects the incremental contribution from continued investment returns from the managed-fund portfolio and one month’s contribution from Covertrue.

Capital Management

During the half-year, Connexion repurchased 17.2m shares at an average price of A$0.026 per share. Across all its buyback initiatives, Connexion has repurchased ~254m shares at an average price of A$0.02 per share.

Importantly, our capital management initiatives are designed to not constrain our organic investment initiatives. It is only after our projected internal growth initiatives are fully funded that we turn to alternative uses for any excess capital, such as dividends, buybacks, M&A, investments and so on.

5

Connexion Mobility Ltd

Directors’ Report (continued)

Review of operations ( continued )

Connexion maintains its balance sheet strength with a view to ultimately acquiring meaningful positions in operating businesses that will contribute strongly to the size, sustainability and diversification of Connexion’s earnings per share.

Outlook

To date, we have meaningfully commercialised our loaner product, with the rest to come.

We see OEMs and dealerships increasingly adopting software to:

  1. Improve their customers’ experience

  2. Drive operational efficiency

  3. Reduce risk

Connexion’s software:

  1. Delivers on each of the above, today

  2. Has a large Userbase within which to iterate its product, and grow its market presence

  3. Has only a small share of dealerships’ total software spend, providing ample scope to grow

Connexion intends to continue growing its SaaS revenue streams via:

  1. Proprietary features valued by its existing Userbase of franchised dealerships

  2. Commercial Partnerships bringing complementary functionality to this existing Userbase

  3. Expansion of the Userbase itself to new OEMs and franchised dealerships

As of the date of this interim report, the Company’s progress remains consistent with the plan presented at the most recent AGM.

Significant changes in the state of affairs

Other than disclosed elsewhere in this report, there were no significant changes in the state of affairs of the consolidated entity during the half year.

Dividends

There were no dividends paid, recommended or declared during the current or previous reporting period.

Significant events after reporting period

Other than matters already disclosed elsewhere in this Report, no 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.

6

Connexion Mobility Ltd

Directors’ Report (continued)

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 immediately after this Directors’ report.

This report is made in accordance with a resolution of Directors, pursuant to section 306(3)(a) of the Corporations Act 2001.

On behalf of the Directors

==> picture [118 x 46] intentionally omitted <==

Aaryn Nania

Managing Director and Chief Executive Officer

Sydney, 11 February 2026

7

==> picture [154 x 38] intentionally omitted <==

Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001

To the directors of Connexion Mobility Ltd

As lead auditor for the review of Connexion Mobility Ltd for the half-year ended 31 December 2025, I declare that, to the best of my knowledge and belief, there have been:

  • no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the review; and

  • no contraventions of any applicable code of professional conduct in relation to the review.

This declaration is in respect of Connexion Mobility Ltd and the entities it controlled during the period.

William Buck Audit (Vic) Pty Ltd

ABN 59 116 151 136

==> picture [101 x 49] intentionally omitted <==

R. P. Burt

Director

Melbourne, 11 February 2026

Level 20, 181 William Street, Melbourne VIC 3000

+61 3 9824 8555

[email protected] williambuck.com.au

William Buck is an association of firms, each trading under the name of William Buck across Australia and New Zealand with affiliated offices worldwide. Liability limited by a scheme approved under Professional Standards Legislation.

Connexion Mobility Ltd

Consolidated Statement of Profit or Loss and Other Comprehensive Income For the half-year ended 31 December 2025

Note
Revenue
Cost of Sales
Gross Profit
Other income
Share of profits of associate accounted for using
equity method
Expenses
Research & Development
Sales & Marketing
Corporate and administrative expenses
Profit before income tax
Income tax expense
Profit after income tax for the year attributable
to the owners of Connexion Mobility Ltd
Other Comprehensive Income
Items that may be reclassified subsequently to profit or
loss
Foreign currency translation
Total comprehensive income attributable to the
owners of Connexion Mobility Ltd
Basic earnings per share
9
Diluted earnings per share
9
Consolidated
31 December
31 December
2025
2024
US$
US$ 5,834,334
5,445,888
(2,240,629)
(1,639,170)
3,593,705
3,806,718
195,658
214,008
73,724
-
(618,195)
(846,090)
(498,335)
(480,956)
(1,184,433)
(1,166,024)
1,562,124
1,527,656
(418,247)
(434,872)
1,143,877
1,092,784
36,801
(477,454)
1,180,678
615,330
Cents
Cents
0.142
0.127
0.140
0.124

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

9

Connexion Mobility Ltd

Consolidated Statement of Financial Position As at 31 December 2025

Note
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Prepayments
Financial assets at fair value through profit or loss
3
Total current assets
Non-current assets
Investments accounted for using the equity method
2
Deferred tax asset
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Current tax liabilities
Employee benefits
Total current liabilities
Non-current liabilities
Employee benefits
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
4
Reserves
Accumulated losses
Total equity
Consolidated
31 December
30 June
2025
2025
US$
US$ 282,995
253,086
2,984,683
2,996,136
155,068
105,311
4,552,293
5,603,880
7,975,039
8,958,413
1,860,647
-
143,318
180,461
2,003,965
180,461
9,979,004
9,138,874
889,290
1,028,559
235,823
290,324
291,100
299,994
1,416,213
1,618,877
68,181
52,155
68,181
52,155
1,484,394
1,671,032
8,494,610
7,467,842
8,639,651
8,824,153
134,202
66,809
(279,243)
(1,423,120)
8,494,610
7,467,842

The above consolidated statement of financial position should be read in conjunction with the accompanying not

10

Consolidated Statement of Changes in Equity For the half-year ended 31 December 2025

Balance as at 1 July 2025
Profit for the year
Other comprehensive loss for the year, net of
income tax
Total comprehensive loss for the year
Vesting of share based payments
Exercise of performance rights
On-market Share Buyback
Foreign Exchange translation cost
Balance as at 31 December 2025
Consolidated
Issued
Capital
Share based
payment
reserve
Loan
Funded
Share Plan
Reserve
Foreign
currency
translation
reserve
Treasury
Shares
reserve
Accumulated
losses
Total
equity
US$ US$ US$ US$ US$ US$ US$
8,824,153
196,176
454,873
(563,905)
(20,335)
(1,423,120)
7,467,842
-
-
-
-
-
1,143,877
1,143,877
-
-
-
36,801
-
-
36,801
-
-
-
36,801
-
1,143.877
1.180,678
-
30,142
80,723
-
-
-
110,865
129,858
(129,858)
-
-
-
-
-
(314,204)
-
-
-
20,179
-
(294,025)
-
2,499
12,126
14,625
-
-
29,250
8,639,807
98,959
547,722
(512,479)
(156)
(279,243)
8,494,610

11

Connexion Mobility Ltd

Consolidated Statement of Changes in Equity (continued) For the half-year ended 31 December 2024

Balance as at 1 July 2024
Profit for the year
Other comprehensive loss for the year, net of
income tax
Total comprehensive loss for the year
Vesting of share based payments
Exercise of performance rights
On-market Share Buyback
Foreign Exchange translation cost
Balance as at 31 December 2024
Consolidated
Issued
Capital
Share based
payment
reserve
Loan
Funded
Share Plan
Reserve
Foreign
currency
translation
reserve
Treasury
Shares
reserve
Accumulated
losses
Total
equity
US$ US$ US$ US$ US$ US$ US$
10,109,333
213,659
302,564
(442,759)
-
(3,902,448)
6,280,349
-
-
-
-
-
1,092,784
1,092,784
-
-
-
(477,454)
-
-
(477,454)
-
-
-
(477,454)
-
1,092,784
615,330
-
-
71,501
81,411
-
-
-
152,912
136,090
(136,090)
-
-
-
-
-
(979,636)
-
-
-
-
-
(979,636)
-
(11,249)
(28,330)
39,579
-
-
-
9,265,787
137,821
355,645
(880,634)
-
(2,809,664)
6,068,955

The above consolidated statement of changes in equity should be read in conjunction with the accompanying not

12

Consolidated Statement of Cash Flows For the half-year ended 31 December 2025

Note
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Research & Development and other government
incentives
Interest received
Income tax paid
Net cash inflow from operating activities
Cash flows from investing activities
Dividends received
2
Payments into investment in associate
2
Proceeds from investing portfolio
3
Payments into investing portfolio
3
Net cash inflow/(outflow) from investing activities
Cash flows from financing activities
Payments for Share Buyback
Net cash outflow from financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at the beginning of the
financial period
Effect of exchange rates on cash and cash equivalents
Cash and cash equivalents at the end of the financial
year
Consolidated
31 December
31 December
2025
2024
US$
US$ 6,424,894
5,138,980
(5,202,199)
(3,932,189)
13,093
244,165
8,954
3,781
(435,605)
(872,813)
809,137
581,924
131,951
-
(1,879,563)
-
1,948,815
862,510
(684,218)
(489,821)
(483,015)
372,689
(294,025)
(985,910)
(294,025)
(985,910)
32,097
(31,297)
253,086
361,803
(2,188)
20,754
282,995
351,260

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

13

Connexion Mobility Ltd

Notes to the Financial Statements

Note 1: Basis of preparation

  • (a) Basis of preparation, material accounting policy information and statement of compliance

The Company is a listed public Company, incorporated in Australia and operating in Australia, the United States of America, Canada and Mexico. The entity’s principal activities are detailed in the Directors Report. Its registered office and principal place of business is:

Level 3, 162 Collins Street Melbourne Victoria, 3000 Australia

The accounting policies applied by the Company in these consolidated Finance Statements are consistent with those applied by the Group to the previous financial year end. The financial statements are presented in US dollars, except where otherwise indicated.

These general-purpose financial statements for the interim half-year reporting period ended 31 December 2025 have been prepared in accordance with Australian Accounting Standard AASB 134 'Interim Financial Reporting' and the Corporations Act 2001, as appropriate for for-profit oriented entities. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 'Interim Financial Reporting'.

These general-purpose financial statements do not include all the notes of the type normally included in annual financial statements. Accordingly, these financial statements are to be read in conjunction with the annual report for the year ended 30 June 2025 and any public announcements made by the Company during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.

The financial report was authorised for issue, in accordance with a resolution of Directors, on the date of signing the Directors’ Declaration, unless otherwise stated.

  • (b) New, revised or amending Accounting Standards and Interpretations adopted

The accounting policies adopted in the preparation of the interim half-yearly financial statements are consistent with those followed in the preparation of the consolidated entity’s annual consolidated financial statements for the year ended 30 June 2025, except for the adoption of new standards effective as of 1 July 2025. The consolidated entity has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective. Several amendments and interpretations apply for the first time in 2025, but do not have a material impact on the half yearly financial statements of the consolidated entity.

14

Connexion Mobility Ltd

Notes to the Financial Statements

Note 2: Investments accounted for using the equity method

Non-Current Assets
Investment in associate
Reconciliation
Reconciliation of the carrying amount of investments is set out as
follows:
Opening carrying amount
Acquisitions
Share of net Profit after tax
Distributions received and receivables
Net exchange difference on translation
Closing carrying amount
31 Dec 2025
US$
1,860,647
30 Jun 2025
US$ -

-
1,879,563
73,724
(131,951)
39,311
-
-
-
-
-
1,860,647 -

Connexion purchased 27.28% of Shares and Redeemable Notes in Covertrue Group Pty Ltd on 2 September 2025. No other acquisitions were made under the equity method during the period.

Nature and accounting treatment of the redeemable notes

As part of the transaction, Connexion subscribed for redeemable notes issued by Covertrue. While the notes are legally structured as debt instruments, management assessed their substance and concluded that they form part of Connexion’s long-term interest in Covertrue rather than representing a standalone financial asset.

The redeemable notes issued total 341,078 notes at an issue price of AUD $1.00 per note, representing $222,405 of the total initial acquisition cost of $1,879,563. The notes carry a contractual interest rate of 12% per annum and have a stated maturity date of 30 September 2028, or mature in the event of a liquidity event or Event of Default.

Key characteristics supporting this conclusion include:

  • Redemption is dependent on the financial performance and cash generation of Covertrue rather than being akin to a short-term or trade financing arrangement. Redemption may also become repayable upon the occurrence defined above in liquidity events or an Event of Default.

  • The notes were issued as part of the same overall investment package as the ordinary shares and are intended to provide long-term funding

  • Settlement or repayment is not expected in the foreseeable future and is aligned with Connexion’s strategic investment horizon

15

Connexion Mobility Ltd

Notes to the Financial Statements

Note 2: Investments accounted for using the equity method (continued)

Assessment of significant influence

Management assessed whether Connexion has significant influence over Covertrue in accordance with AASB 128 Investments in Associates and Joint Ventures .

The following factors were considered:

  • Connexion holds 27.28% of the ordinary shares of Covertrue. This level of ownership gives rise to a presumption of significant influence.

  • Connexion has appointed a representative to the Covertrue board, allowing participation in strategic decision-making.

  • Connexion participates in key operating and financial policy discussions through shareholder and governance arrangements.

  • Connexion does not have majority voting rights or unilateral power over relevant activities, and key decisions require collective approval.

Based on these considerations, management concluded that Connexion has significant influence but not control over Covertrue. The investment has therefore been accounted for using the equity method from 2 September 2025.

Under the equity method, the investment was initially recognised at cost and is subsequently adjusted for Connexion’s share of Covertrue’s profit or loss and other comprehensive income, less any dividends received.

Note 3: Financial assets at fair value through profit or loss

Current Assets
Financial assets
Reconciliation
Reconciliation of the fair values at the beginning and end of the
current and previous financial periods are set out below:
Opening Fair value
Additions
Disposals
Revaluation taken to profit or loss
Net exchange difference on translation
Closing fair value
31 Dec 2025
US$
4,552,293
30 Jun 2025
US$ 5,603,880
5,603,880
684,218
(1,948,815)
173,611
39,399
4,633,824
1,642,177
(958,510)
329,985
(43,596)
4,552,293 5,603,880

Refer to note 5 for further information on fair value measurement.

16

Connexion Mobility Ltd

Notes to the Financial Statements

Note 4: Issued capital

Ordinary shares on issue

Ordinary shares issued and fully paid
Less: Treasury Shares
Consolidated
31 Dec
2025
31 Dec
2024
US$
US$ 8,639,807
9,274,327
(156)
(8,540)
8,639,651
9,265,787

Movement in ordinary shares on issue

Date
Detail
1 July 2024
Opening balance
31 July 2024
Cessation of shares
28 August 2024
Cessation of shares
6 September 2024
Conversion of performance
rights
6 September 2024
Cessation of shares
4 October 2024
Cessation of shares
21 October 2024
Cessation of shares
29 November 2024
Cessation of shares
5 December 2024
Cessation of shares
30 December 2024
Cessation of shares
31 December 2024
Closing balance
1 July 2025
Opening balance
30 July 2025
Cessation of shares
18 September 2025
Conversion of performance
rights
29 September 2025
Cessation of shares
31 October 2025
Cessation of shares
25 November 2025
Cessation of shares
31 December 2025
Cessation of shares
31 December 2025
Closing balance
Number
Issue price
US$
876,965,005
10,109,333
(1,035)
(18)
(3,495,203)
(63,948)
9,597,305
0.01
136,090
(29,921,115)
(538,324)
(2,704,154)
(49,617)
(549,311)
(9,911)
(4,876,441)
(82,551)
(6,667,876)
(111,572)
(7,127,467)
(115,155)
831,219,708
9,274,327
804,091,381
8,824,153
(2,824,737)
(45,593)
9,597,306
0.01
129,858
(2,500,000)
(42,737)
(7,821,091)
(132,982)
(1,267,687)
(21,262)
(4,132,275)
(71,629)
795,142,897
8,639,807

17

Connexion Mobility Ltd

Notes to the Financial Statements

Note 4: Issued capital (continued)

Movement in treasury shares on issue

Purchase
Date Detail Number price US$
1 July 2024 Opening balance - -
July 2024 Purchase of shares through
Treasury Reserve (1,035) 0.018 (19)
July 2024 Cessation of shares 1,035 0.017 18
August 2024 Purchase of shares through
Treasury Reserve (3,495,203) 0.018 (62,380)
August 2024 Cessation of shares 3,495,203 0.018 63,948
September 2024 Purchase of shares through
Treasury Reserve (30,210,671) 0.018 (548,527)
September 2024 Cessation of shares 29,921,115 0.018 538,324
October 2024 Purchase of shares through
Treasury Reserve (2,963,917) 0.019 (54,866)
October 2024 Cessation of shares 3,253,465 0.018 59,528
November 2024 Purchase of shares through
Treasury Reserve (10,701,120) 0.017 (180,501)
November 2024 Cessation of shares 4,876,441 0.017 82,551
December 2024 Purchase of shares through
Treasury Reserve (8,501,913) 0.016 (139,617)
December 2024 Cessation of shares 13,795,343 0.016 226,727
December 2024 Movement in foreign
exchange - 6,274
31 December Closing balance
2024 (531,257) (8,540)

18

Connexion Mobility Ltd

Notes to the Financial Statements

Note 4: Issued capital (continued)

Movement in treasury shares on issue (continued)

Purchase
Date Detail Number price US$
1 July 2025 Opening balance (1,238,737 (20,335)
July 2025 Purchase of shares through
Treasury Reserve (1,586,000) 0.016 (25,858)
July 2025 Cessation of shares 2,824,737 0.016 45,593
September 2025 Purchase of shares through
Treasury Reserve (2,500,000) 0.017 (42,927)
September 2025 Cessation of shares 2,500,000 0.017 42,737
October 2025 Purchase of shares through
Treasury Reserve (8,108,391) 0.017 (138,439)
October 2025 Cessation of shares 7,821,091 0.017 132,982
November 2025 Purchase of shares through
Treasury Reserve (980,387) 0.017 (16,665)
November 2025 Cessation of shares 1,267,687 0.017 21,262
December 2025 Purchase of shares through
Treasury Reserve (4,141,245) 0.017 (71,461)
December 2025 Cessation of shares 4,132,275 0.017 71,629
December 2025 Movement in foreign
exchange - 1,326
31 December Closing balance
2025 (8,970) (156)

Ordinary shares

Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of and amounts paid on the shares held.

On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote. Ordinary shares have no par value and the Company does not have a limited amount of authorised capital.

Treasury shares

Treasury shares are used to record the purchase of shares by the Company in the open market. The shares were bought back on-market value between 2.6 and 2.7 cents AUD. The account is recognised at purchase price.

19

Connexion Mobility Ltd

Notes to the Financial Statements

Note 4: Issued capital (continued)

Performance rights

The Company has an established a Performance Rights Plan (‘PRP’) under which ordinary shares may be issued to certain Directors, Key Management and Employees, on conversion of the Performance Rights. During the period to 31 December 2025, 9,597,306 of performance rights were converted into ordinary shares at a value of $129,858. The outstanding number of performance rights as at 31 December 2025 is 9,597,307.

Note 5: Fair value measurement

Fair value hierarchy

The following tables detail the Group’s assets and liabilities, measured or disclosed at fair value, using a three level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset of liability, either directly or indirectly.

Level 3: Unobservable inputs for the asset of liability.

Consolidated – 31 December 2025
Assets
Listed ordinary shares
Unlisted ordinary shares
Total assets
Consolidated – 30 June 2025
Assets
Listed ordinary shares
Unlisted ordinary shares
Total assets

Level 1
Level 2
Level 3
Total
$ $ $ $ 4,552,293
-
-
4,552,293
-
-
-
-
4,552,293
-
-
4,552,293
Level 1
Level 2
Level 3
Total
$ $ $ $ 5,603,880
-
-
5,603,880
-
-
-
-
5,603,880
-
-
5,603,880

There were no transfers between levels during the financial period.

20

Connexion Mobility Ltd

Notes to the Financial Statements

Note 5: Fair value measurement (continued)

Fair value hierarchy (continued)

The carrying amounts of trade and other receivables, trade and other payables and other financial liabilities approximate their fair values due to their short-term nature.

Note 6: Segment reporting

Identification of reportable operating segments

During the half year ended 31 December 2025, the Group operated in one segment, specialising in developing global information technology solutions for automotive industries in Australia, the United States of America, Canada and Mexico. For the half year ended 31 December 2025 all of its sales revenue was located in the USA (2024: all sales revenue in the USA). All revenue is recorded over time for rendering of services.

Note 7: Share-based payment plans

Movement in performance rights

Date
Detail
1 July 2024
Opening balance
6 September 2024
Conversion of performance
rights
31 December 2024
Vesting charge of
performance rights
31 December 2024
Foreign exchange
translation costs
31 December 2024
Closing balance
1 July 2025
Opening balance
18 September 2025
Conversion of performance
rights
31 December 2025
Vesting charge of
performance rights
31 December 2025
Foreign exchange translation
costs
31 December 2025
Closing balance
Number
Fair value
at grants
date
28,791,917
(9,597,305)
0.01
-
-
19,194,612
US$
213,659
(136,090)
71,501
(11,249)
137,821
19,194,612
(9,597,306)
0.01
-

-
9,597,307
196,176
(129,858)
30,142
2,499
98,959

21

Connexion Mobility Ltd

Notes to the Financial Statements

Note 7: Share-based payment plans (continued)

Performance Rights Plan (“PRP”)

During the period, there were no new Performance Rights granted in the half year end 31 December 2025.

As approved by shareholders at the Company’s Annual General Meeting, held on 16 November 2023, the Company had issued the following performance rights under the PRP:

  • 11,314,655 performance rights to other Officers and Employees of the Company;

  • 6,061,423 performance rights to Ben Stanyer (or his nominee/s); and

  • 11,415,839 performance rights to Aaryn Nania (or his nominee/s).

The above performance rights each convert into one (1) ordinary share for no consideration on exercise by the holder once vested. The total number of Performance Rights to be granted shall be based on the following table:

Tranche 1 2 3
Vesting Date 31 August 2024 31 August 2025 31 August 2026
Ordinary Shares 9,597,305 9,597,306 9,597,306

The performance rights which were converted are detailed above, with all performance rights in tranche 2 exercised during the period. All performance rights in tranche 1 exercised during the prior period.

The vesting condition for each tranche of Performance Rights were measured against the following performance criteria:

  • i. Up to 75% of each tranche of the Performance Rights will vest subject to the Company achieving the Diluted Maintainable Earnings Per Share (DMEPS) target for FY24 in accordance with;
% of
Performance # of Performance Rights
Threshold DMEPS outcome Rights vested vested
Failed Below 10% on PY 0% -
Part-Success 10% - 20% on PY 40% 8,637,579
Target 20% - 30% on PY 80% 17,275,158
Stretch 30%+ on PY 100% 21,593,948

Note: PY means prior financial year being for the year ended 30 June 2023.

22

Connexion Mobility Ltd

Notes to the Financial Statements

Note 7: Share-based payment plans (continued)

Performance Rights Plan (“PRP”) (continued)

  • ii. Up to 25% of each tranche of the Performance Rights will vest subject to the Company achieving the Return on Growth Spend (RGS) target for FY24 in accordance with;
% of
Performance # of Performance Rights
Threshold RGS outcome Rights vested vested
Failed Below 25% 0% -
Part-Success 25% - 50% on PY 40% 2,879,188
Target 50% - 75% on PY 80% 5,758,375
Stretch 75%+ on PY 100% 7,197,969

Further, the vesting of any Performance Rights is conditional on the Employees continued employment with the Company on the relevant Vesting Date (unless the Board determines otherwise).

DMEPS and RGS are financial metrics, designed to measure performance with greater scrutiny. Both DMEPS and RGS are explained in further detail, as announced to the ASX on 16 October 2023 in our Performance Reporting update.

The Stretch threshold was obtained for both tranches, and future vesting conditions is conditional on the Employees continued employment with the Company on the relevant Vesting Date, unless the Board determines otherwise. The fair value of each performance right is A$0.0196 and A$0.0213. This value was confirmed by an independent valuation. The total expense in the period to 31 December 2025 of the performance rights was US$30,142 (31 December 2024: US$71,501).

Employee Share Scheme (“ESS”)

The Company established an ESS, which was approved by shareholders at the Company’s AGM, held on 17 November 2022. This ESS includes a Loan Funded Share Plan for Australian based participants and the US Equity Option Plan for participants based in the USA.

Movement in loan shares

During the period no loan shares were granted to staff pursuant to the Loan Funded Share Plan (‘LFSP’). No loan shares were exercised in the period.

Movement in options

During the period no option shares were issued to staff pursuant to the US Equity Option Plan and none were exercised in the period. This plan is only offered to USA based staff, as they are ineligible for the LFSP.

23

Connexion Mobility Ltd

Notes to the Financial Statements

Note 7: Share-based payment plans (continued)

Expenses arising from share-based payments

The current period share based payment expense arising from share-based payment transactions recognised during the period was US$110,865 (31 December 2024: US$152,912). The expenses were comprised of US$30,142 for PRP and US$80,723 for the existing LFSP.

Note 8: Events after the reporting period

Other than disclosed elsewhere in the Interim Report, there has been no additional matter or circumstance that has arisen after balance date that has significantly affected, or may significantly affect, the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial periods.

Note 9: Earnings per share

Profit after income tax expense attributable to the owners of
Connexion Mobility Ltd
Weighted average number of ordinary shares used in calculating
basic earnings per share
Weighted average number of ordinary shares used in calculating
diluted earnings per share
Basic earnings per share
Diluted earnings per share
Consolidated
31 Dec
2025
31 Dec
2024
US$
US$ 1,143,877
1,092,784
Number
Number
803,047,289 858,442,583
816,817,337 881,184,025
Cents
Cents
0.142
0.127
0.140
0.124

Note 10: Contingent liabilities and assets

The Group has no contingent liabilities and assets as at 31 December 2025 (2024: nil).

24

Connexion Mobility Ltd

Directors’ Declaration

In the Directors' opinion:

  • the attached financial statements and notes comply with the Corporations Act 2001, the Australian Accounting Standards 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 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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Aaryn Nania Managing Director and Chief Executive Officer

Sydney, 11 February 2026

25

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Independent auditor’s review report to the members of Connexion Mobility Ltd

Report on the half-year financial report

Our conclusion

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 Connexion Mobility Ltd (the Company), and its subsidiaries (the Group) does not comply with the Corporations Act 2001 , including:

  • 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 then ended; and

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

What was reviewed?

We have reviewed the accompanying half-year financial report of the Group, which comprises:

  • the consolidated statement of financial position as at as at 31 December 2025,

  • the consolidated statement of profit or loss and other comprehensive income for the half-year then ended,

  • the consolidated statement of changes in equity for the half-year then ended,

  • the consolidated statement of cash flows for the half-year then ended,

  • notes to the financial statements, including material accounting policy information, and

  • the directors’ declaration.

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 our audit of the annual financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

Level 20, 181 William Street, Melbourne VIC 3000

+61 3 9824 8555

[email protected] williambuck.com.au

William Buck is an association of firms, each trading under the name of William Buck across Australia and New Zealand with affiliated offices worldwide. Liability limited by a scheme approved under Professional Standards Legislation.

==> picture [154 x 38] intentionally omitted <==

Responsibilities 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 responsibilities 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 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.

William Buck Audit (Vic) Pty Ltd ABN 59 116 151 136

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R. P. Burt Director Melbourne, 11 February 2026