ETHERSTACK PLC - Annual Report 2026

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FOR THE YEAR ENDED 31 DECEMBER 2025

Etherstack plc AND CONTROLLED ENTITIES COMPANY REGISTRATION NUMBER 07951056 ARBN 156 640 532

Authorised for release by David Deacon, CEO and Adam Hoey, CFO

Etherstack is a wireless technology company specialising in developing, manufacturing and licensing mission critical radio technologies.

With a particular focus in the public safety, defence, utilities, transportation and resource sectors, Etherstack’s technology and solutions can be found in radio communications equipment used in the most demanding situations.

Contents Page About Etherstack What does Etherstack technology do ? ................................................................................. 3 Strategic Report 2025 Highlights........................................................................................................................ 4 Etherstack Activities and Differentiation ................................................................................ 5 CEO Review ............................................................................................................................ 6 Principal Risks and uncertainties ......................................................................................... 10 Report of the Directors Directors and Key Management........................................................................................... 14 Company Directory ............................................................................................................... 16 Directors Report .................................................................................................................... 17 Corporate Governance report .............................................................................................. 19 Directors’ Responsibilities Statement ................................................................................. 28 Financial Statements Independent auditor’s report to the members of Etherstack plc.........................................30 Consolidated statement of comprehensive income............................................................ 36 Consolidated statement of financial position ...................................................................... 37 Company statement of financial position ............................................................................ 38 Consolidated statement of changes in equity ..................................................................... 39 Company statement of changes in equity ........................................................................... 40 Consolidated statement of cash flows................................................................................. 41 Company statement of cash flows....................................................................................... 42 Notes to the Consolidated and Company financial statements ......................................... 43 ASX Additional Information .................................................................................................. 78

Etherstack plc Financial report for the year ended 31 December 2025

About Etherstack

WHAT DOES ETHERSTACK TECHNOLOGY DO?

Etherstack is a leading licensor of innovative wireless technology and solutions provider for mission-critical communications

Etherstack technology enables push-to-talk (PTT) communications for essential services, within and across advanced digital land mobile radio (LMR), cellular and satellite networks

Features of the business:

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Etherstack leverages our innovative technology and IP that is adaptable across key platforms; Digital Land Mobile Radio (LMR), Missional Critical Push-to-talk (MCPTX) over cellular and Satellite PTT networks as well as across multiple customers

PTT TECHNOLOGY

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Etherstack plc

Financial report for the year ended 31 December 2025

(All amounts are in USD unless otherwise stated)

Strategic Report

2025 HIGHLIGHTS

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Revenue of US $10.1m up 70% vs FY2024: through combined growth in support revenues and additional project revenues primarily driven by the AT&T project in USA and deliveries to Rio Tinto projects, with US $2.02m EBITDA (FY24 loss of US $1.17m).

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Continued Support Revenue Growth : a KPI for the Company, these long term revenue streams (typically 10+ year) continue to grow with every new mission critical communications network that’s deployed. Recurring support revenues grew to almost US$4.0m from just over US$2.0m in FY24.

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Positive Operating Cashflow: Net positive operating cashflow of US$3.2m, eighth consecutive year of positive operating cashflows.

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Solid cash receipts: Cash receipts grew to US$12.04m (FY25) from US$7.77m (FY24), a 55% gain.

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Continued R&D Spend: totalling $2.6m primarily in the Company’s emerging MCX/IWF solution products, spend is in line with $2.6m (FY24). The company balanced continued significant R&D spend with project revenues based on management’s visibility of future cash receipts and expected contractual revenue from existing customers as well as contracts signed late in 2025 from the likes of the UK Home Office, Ergon, and the Commonwealth of Australia.

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Repeat Strategic Customer Orders: From AT&T, electric utility networks, Rio Tinto related projects and the Commonwealth of Australia.

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Outlook: Group is very well positioned for 2026 and beyond with guidance already disclosed to the market targeting 60% revenue growth from FY25 to FY26.

Etherstack plc Financial report for the year ended 31 December 2025

Strategic Report

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Etherstack Activities and Differentiation

The principal activities of the Group are design, development and deployment of wireless communications software, products and networks.

Specifically, Etherstack develops software for use in transceivers which enable the transceiver to communicate with a radio network and other transceivers. Additionally, Etherstack develops network softswitching software that allows network services to be deployed in data centres such as those used by telecommunications carriers.

Etherstack also licenses its software and designs to companies who manufacture telecommunication equipment primarily for government public safety agencies and utilities.

From these activities, Etherstack derives revenues from::

Mission critical radio products and networks; these products may carry Etherstack brands or be sold as “white labelled” equipment (where customer puts its own brand on and sells under its own brand).
Specialised tactical communications equipment.
Technology licences and royalties; where Etherstack licenses its software and designs to companies who manufacture telecommunication equipment primarily for government public safety agencies and utilities.
System solution sales; where Etherstack sells its products and software and then provides ongoing support services.
Customisation and Integration services; and
Ongoing Support services provided to the customer.

While the underlying core intellectual property is largely common, Etherstack’s technology can be used in different types of wireless networks, as illustrated on page 3.

Etherstack has invested over $36 million into our suite of intellectual property assets over an extended period and has developed a substantial intellectual property portfolio that generates a diverse range of revenue streams from multiple technology areas, clients and regions, and from a mix of mature, new and emerging product lines. Etherstack seeks to differentiate our offerings by:

Focussing on specific industry sectors where our technology has a track record of uninterrupted performance such as government public safety services, electric utilities and mining & resources
Providing local support in the Americas, Asia and Europe with global back up
Ongoing investment in developing new capabilities such as LMR-IWF products aimed at public safety markets
Identifying and supplying market “gaps” where our products offer a competitive edge in terms of features, functions or price
Leveraging small company agility to be first to market with innovative products

Etherstack plc Financial report for the year ended 31 December 2025

Strategic Report

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CEO Review
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Revenue

(All amounts are in USD and $000 unless otherwise indicated)

FY 2025 Revenue is $10,091. This is a 70% increase over FY 2024 revenue of $5,932. Project related revenues increased to pre FY 2024 levels and were augmented by increased Support revenues. Royalty revenues are the smallest component and increased from $52 in FY2024 to $150:

2025 2024	2025 2024
Projects 6,229 3,587 ▲
Support 3,712 2,293 ▲
Royalties 150 52 ▲
10,091 5,932	▲

Project Revenues

Project revenues comprising License fees, installation/integration and supply of wireless communications technology were $6,229 in FY 2025 compared to $3,587 in FY 2024, increase of $2,642 or 74%.

The main project revenues in 2025 were derived from our key US project and deployments connected with the resources sector in Australia.

Late in the year there were also small project revenues from the Commonwealth of Australia and the UK Home Office. Into 2026 these two customers will be strong project revenue contributors. The AT&T contract in hand will predominantly provide recurring revenues FY26 onwards.

Recurring Revenues

Aggregate recurring revenues comprising royalties and support revenue streams are $3,862 for FY 2025 compared to $2,345 for FY 2024. Within this aggregate recurring revenue amount:

Support revenues increased from $2,293 in FY 2024 to $3,712 in FY 2025. This is a $1,419 or 62% increase; and.
Royalty revenues increased from $52 in FY 2024 to $150 in FY 2025.

Recurring revenues reduce both overall revenue volatility and cash flow volatility. Furthermore, they reduce dependence upon a small number of large contracts where timing of revenue recognition is difficult to accurately forecast given the scale and nature of the projects and end users.

Support Revenues

Support Revenues increased in FY 2025 to 3,712 from 2,293 in FY 2024. The net increase is due to additional network deployments leading to additional supported networks. In addition there are CPI increases applied to support agreements on renewal and additional devices added onto existing customers supported networks.

Etherstack plc

Financial report for the year ended 31 December 2025

Strategic Report

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Result for 2025

Statutory loss after income tax is $700 compared to a loss after income tax of $3,894 in FY 2024. The FY 2025 decrease in statutory loss after tax is $3,194 predominantly due to increased revenues which increased by $4,159.

In addition, there are other factors contributing to the reduced loss:

Gross margin increased from 24% in FY 2024 to 49% in FY 2025. Gross margin can vary significantly depending on the mix of Etherstack hardware, software and services content, which are at a higher margin, and third-party products where the margins are lower. In FY 2025:
» Increased support revenues translate into significant increases in gross margin as the incremental cost to provide support is low. The cost of sales in 2025 is $5,134 compared to $4,531 an increase of $603 which reflects strong leverage as revenue increased by $4,159 over the same period. Cost of sales includes the amortisation charge on the intangible assets. In FY 2025 the amortisation charge decreased from $1,994 in FY 2024 to $1,968 – a decrease of $26 - thereby slightly decreasing the gross margin percentage (Etherstack amortises intangibles over a 6 year straight line basis).
» The increase in project revenues has a variable impact on gross margin depending on the specific project. Some projects are more OPEX heavy whereas as others can largely be absorbed into the existing engineering cost base.
Other costs increased slightly as a result of inflationary impacts or modest increases in capability.
» Sales and Marketing Costs have decreased by $283 to $1,125 in FY 2025 over FY 2024.
» Administrative costs increased in FY 2025 by $548 or 14.7% to $4,284 due to increased sales and admin headcount.
The Etherstack group has operations in Australia, Europe, Japan, United Kingdom and the United States, as a consequence is exposed to gains and losses from foreign currency fluctuations between the reporting currency, USD, and the other currencies in which transactions are undertaken; Australian dollar, Yen, Euro and GBP. In FY 2025 there was a currency loss of $57 compared to a loss of $48 in FY 2024.
Reduced income tax benefits mainly as the criteria have changed for eligibility for the Research and Development incentives in the United Kingdom.

Etherstack plc Financial report for the year ended 31 December 2025

Strategic Report

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EBITDA (Note 1)

The Company considers EBITDA to be a useful measure of performance as it excludes the significant non-cash amortisation expense.

EBITDA has increased to a profit of $2,022 from loss of $1,172 in FY 2024. The key reasons for the increased EBITDA being reduced revenues and changed gross margin are summarised above.

	2025	2024
Statutory proft/(loss) after tax	(700)	(3,894)
After tax effect of:
Depreciation	154	237
Depreciation of right-of-use assets	217	200
Amortisation	1,968	1,994
Interest and other fnance cost	236	206
Income tax	147	85
EBITDA	2,022	(1,172)

Note 1. EBITDA is a non-IFRS measure used by management of the company to assess the operating performance of the business. Non-IFRS measures are not subject to audit.

Sustained investment into Intellectual property assets

Etherstack continued to invest significant funds into its portfolio of intellectual property assets. In FY2025, the Company invested $2,641 (FY2024 $2,606) into developing and enhancing the intellectual property assets which produce future revenues. This is the largest investment Etherstack plc has made in a financial year and is driven by the MCX-IWF programme. To date, Etherstack has now invested over US $ 36 m in intellectual property assets.

Financial Position

At 31 December 2025, the group has net assets of $9,099 an increase of $2,781 over the prior year primarily reflecting capital raising in November 2025, raising AUD$5.66 million before costs. The major movements in the year within the consolidated financial position were:

Etherstack plc

Financial report for the year ended 31 December 2025

Strategic Report

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Increased cash balance and increased Property, plant and equipment due capitalisation of Data centre costs
Intangible assets have increased to $9,441 as a consequence of sustained investment in Etherstack’s technology assets (as noted above) offset by the amortisation charge for those projects which have reached commercial readiness

In addition, there are some lesser variations within the balance sheet position which reflect the different projects underway at 31 December 2025 and different project status compared to the projects underway at 31 December 2024.

Key Performance Indicators

The primary performance indicator for the Group continues to be revenue. Current year consolidated revenue is $10,091 compared to $5,932 in 2024. The major reasons for the increase have been outlined above.

The second key performance indicator is recurring revenues representing royalty revenues and revenues from support contracts. These revenues are important as they reduce reliance on project-based revenues which, although significant, can be volatile in nature.

Support revenues have increased from $2,293 in 2024 to $3,712 in 2025. This is a $1,419 or 62% increase. Support revenues over the last 5 years are set out above in the graph on page 7.
Royalty revenues increased from $52 in 2024 to $150 in 2025.

The Group expects support income will continue to increase sharply over the coming three years as a result of the signing of significant contracts with AT&T and the UK Home Office and a growing installed base of supported customer networks.

Another key performance indicator for the Group is the investment in the development of intellectual property assets. Etherstack invested $2,641 (2024 $2,606) representing 26% (2024: 44%) of its revenue into intellectual property development in 2025. This is a significant investment in the Groups’ most important revenue generating asset.

2025 Overall and 2026 Outlook

The revenue result reflects a strong rebound from FY2024. The strong result was a combination of a strong project pipeline and strong growth in support revenues. Etherstack has invested heavily in its global team in 2025 and this should enable a strong start to 2026 enroute to another record year.

Etherstack is generating positive operating cash and is demonstrating the ability to generate positive economic results over the longer term and its ability to balance cash resources, debt and investment spending within tight boundaries.

The financial metrics of the business remain vulnerable to some volatility given the dependence on a small number of individually large projects, however with a healthy opportunity pipeline, sustained investment in our intellectual property portfolio and highly skilled engineering and sales teams, management believe the Company is poised for further growth in FY 2026 and beyond.

Management has already seen strong cash receipts and project revenues in Q1 2026.

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New CaaS Revenue Streams: During FY2026, Etherstack will launch CaaS (Communications as a Service) to existing and potential customers.

Etherstack plc Financial report for the year ended 31 December 2025

Strategic Report

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Principal Risks and uncertainties

The management of the business and the execution of the Group’s strategy expose it to a number of risks. These risks are formally reviewed by the Board and appropriate processes are put in place to monitor and mitigate them. Key business risks affecting the Group are set out below.

• Dependence on key contracts

Etherstack is dependent on a number of key contracts. Growing the total revenue of the Group will reduce the significance of individual contracts or projects relative to the Groups total revenue. In addition, growth of royalty revenue streams stemming from products reaching commercial maturity and growth of support revenue streams reduces dependence on individually significant contracts. However, the impact of individually significant contracts remains in existence at the balance sheet date.

• Technology risk

Etherstack relies on its ability to develop and further commercialise its technology. Etherstack’s operations include the design and delivery of products for secure communication, homeland security, defence and aerospace related markets. This is a fast-moving industry and there can be no assurance that future products and systems introduced into the market by the Group will be profitable and cash generative.

To manage this risk, Etherstack closely monitors the markets for our products and is a member of industry associations and Standards Committees. Successfully managing this technology risk and identifying product innovations is a key part of Etherstack operations and receives the appropriate resources to manage the risks.

• Intellectual property and know-how risk

Securing rights to the intellectual property and the know-how behind the technologies is an integral part of the value of Etherstack’s products. Etherstack ensures legal protection of our intellectual property is included in all customer and employee contracts and ensures that IT controls are in place to control access to sensitive intellectual property and associated documentation and information.

• Economic and exchange rate risk

The Group operates in four different countries/regions each using their own currency, as a result, Etherstack is subject to currency and foreign exchange pricing swings, which may have a positive or negative effect on the performance of the Group. General economic conditions, geopolitical matters, movements in interest and inflation rates may have an adverse effect on the Group’s activities, as well as on its ability to fund those activities. The Group creates natural hedges which reduce the exposure to currency fluctuations however not all risks can be naturally mitigated. Further information on these risks is set out in Note 17 to the financial statements.

• Product liability

The Group is exposed to potential product liability risks which are inherent in the research and development, manufacturing, marketing and use of its products and technologies. The Group has secured insurance to help manage such risks.

Etherstack plc

Financial report for the year ended 31 December 2025

Strategic Report

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• Liquidity risk

The Group aims to mitigate liquidity risk by managing cash generation by its operations. In the event additional risk mitigation is required the Group may supplement operating cash generation by debt funding or raising additional share capital. Investment is carefully controlled, with authorisation limits operating up to board level and cash payback periods applied as part of the investment appraisal process. In this way the Group aims to maintain a good credit rating to facilitate appropriate levels of working capital and when necessary to facilitate fund raising activities.

Section 172 Statement

The Board of Directors of Etherstack plc consider, both individually and collectively, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the Group for the benefit of its members as a whole (having regard to the stakeholders and matters set out in s172(1)(a-f) of the Companies Act) in the decisions taken during the year ended 31 December 2025.

The Board recognises that a director of a company must act in the way they consider, in good faith, would be most likely to promote the success of the Group for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:

the likely consequences of any decision in the long term,
the interests of Etherstack employees,
the need to foster the Group’s business
relationships with suppliers, customers and others,
the desirability of maintaining a reputation for high standards of business conduct, and
the need to act fairly as between members of the company.

The Board oversees the business in such a way to ensure the long-term success of the business. The key driver of the long-term success of the business is sustained appropriate investment into technology research and development activities.

In the current year, the Group has continued to invest in the intellectual property portfolio with investment of $2,641 compared to $2,606 in 2024. This is the largest investment Etherstack plc has made in a financial year and is driven by the MCX-IWF programme. Etherstack has now invested in excess of $36 million into its portfolio of intellectual property assets. The book value at 31 December 2025 is $9,441 (2024 $8,768).

Etherstack plc Financial report for the year ended 31 December 2025

Strategic Report

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Details of stakeholders, primary methods of engagement and the reasons why the Board considers engagement to be important are detailed below:

Employees

The investment in technology research and development requires building and maintaining the skills of our employees who are fundamental to the success of the business. The health, safety and well-being of our employees is one of our primary considerations in the way we do business. The Board has established the Remuneration Committee which considers a wide range of employee related agenda items.

Customers

Determining which products to develop and where to invest in research and development requires extensive engagement with customers and end-users as well an engaging with the standard setting bodies responsible for developing the standards to which Etherstack technology complies. Due to the scale, complexity and geographic spread of our businesses, customer engagement and participation/contributions to industry associations and standard setting activities mostly takes place at an operational level and the Board is therefore reliant on management to help it fully understand the customer, industry and standards bodies inputs into the technology development and enhancement activities. Through this engagement, the Board is able to gain an understanding of their views, priorities and challenges.

Suppliers

An appropriate and positive relationship with suppliers and customers is a pre-requisite to the successful operation of the Group and exists in all areas of the business. Similarly, due to the scale and geographic spread of Etherstack’s businesses, supplier and customer and engagement mostly takes place at an operational level and the Board is therefore reliant on management to help it fully understand the impact of the Group’s operations on its suppliers and customers.

Etherstack plc Financial report for the year ended 31 December 2025

Strategic Report

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All stakeholders

The Board understands the need to act responsibly, to ensure compliance with Government regulations and to apply equal consideration to both shareholders and stakeholders. Furthermore, it understands that good governance includes maintaining a clear, effective, meaningful relationship with all relevant stakeholders, including its customers and colleagues, it’s suppliers and the communities and environments in which it operates. In considering its stakeholders the Board takes both a current and long term view, to ensure that the Company’s strategic goals continue to be achievable without disregarding the needs and wants of any of its stakeholders.

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David Deacon Chief Executive Officer 24 March 2026

Etherstack plc Financial report for the year ended 31 December 2025

Report of the Directors

Directors and Key Management

Peter Stephens – Non-Executive Chairman

Peter is currently Chairman of Etherstack, a director of various private companies and also runs a venture capital practice. He was previously Head of European Equities Sales at Salomon Brothers and Credit Lyonnais. He raised the initial funding for Tristel plc and remained a director of Tristel plc from flotation on London Stock Exchange’s AIM market until 2013. He was Chairman of Getech on flotation on AIM until 2013 and remains a director. Peter was Chairman of True Luxury Travel, a long-haul holiday specialist currently focused on Africa having been Chairman and initial investor in Scott Dunn. He is also Chairman of Boisdale Canary Wharf, a Scottish themed restaurant, Chairman of Noble Rot Fine Wines and a director of ZeroWatt Homes.

He has an MA in Jurisprudence from University of Oxford and qualified and practised as a Barrister in 1978-82.

Peter has been on the board of Etherstack Wireless Limited since September 2007 and was appointed to the Board of Etherstack plc in 2012 as Chairman.

Paul Barnes, FCCA MCSI – Non-Executive Director

Paul has wide experience in venture development, financial strategy and management, small cap investment management and corporate governance.

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Paul started his career with the City of London accounting firm Melman Pryke & Co (now part of Grant Thornton). Following

qualification, he worked in both accountancy practice and commerce, specialising in developing businesses in a wide range of activities from software development and commercial property to regulated commodities brokers, taking senior management positions with a successful freight importer and a full-service executive jet aviation company.

Paul co-founded and raised funds for various successful “start-up” businesses telecommunication sectors and more recently in financial securities, healthcare and biomass renewable sectors.

Paul has been a key member of the teams in the development and admission to the London Stock Exchange’s AIM market of both Tristel plc and Oxford Catalysts plc (now Velocys Technologies Limited) where he served as the Executive Finance Director, he was also the Chairman of Tristel plc between 2018 and 2019 and in the establishment of Amersham Investment Management Limited which is both authorised & regulated by the FCA as a BIPRU-50 Investment Management Firm.

Paul, an MSc, is also a Fellow of the Association of Chartered Certified Accountants and a member of the UK’s Chartered Institute for Securities and Investment.

Paul joined Etherstack in 2002 as Finance Director and CFO, and held these positions throughout the development and expansion of Etherstack until December 2011. Paul was appointed a Director of Etherstack plc in February 2012.

Scott Minehane – Non-Executive Director

Scott is an international regulatory and strategy expert in the telecommunications sector and has been involved in advising investors, operators, Governments and regulators in Australia, Asia, the Pacific and Africa. His expertise extends to spectrum management and new generation fixed and mobile technologies including optical fibre, 4G/LTE and 5G services and telecommunications sector legislation.

Scott has a separate consultancy practice, through which he has advised a range of leading corporates and organisations including the Commonwealth, South Australian and Victorian Governments, Australian Mobile Telecommunications Association (AMTA), APEC Business Advisory Council, NBNCo, Macquarie Group, World Bank, International Telecommunications Union (ITU), Asian Development Bank (ADB), ASEAN, GSMA, Asia-Pacific

Etherstack plc

Financial report for the year ended 31 December 2025

Telecommunity (APT), Australian Competitive Carriers Coalition ('Commpete'), SDPPI (Indonesia’s spectrum regulator), ARCIA, Malaysian Communications and Multimedia Commission (MCMC), National Broadcasting and Telecommunications Commission (Thailand), Pakistan Telecommunications Authority (PTA), TRA (UAE), KPMG, Telekom Malaysia, Axiata Group, edotco Group, and Telkom South Africa. He is also an telecommunications expert witness in international arbitrations.

In 2024, he authored the GSMA’s Roadmaps for Accelerating 5G and 5G-Advanced in Vietnam and Thailand. He was also a presenter at the 10th Asia-Pacific Spectrum Management Conference in Jakarta in April 2024 on Innovative spectrum sharing strategies in the future connectivity ecosystem and three presentations on various spectrum related issues at the APT Spectrum Symposium held in Dhaka, Bangladesh in February 2025. Prior to this he was the principal author of the ITU Report Pandemic in the Internet Age: From second wave to new normal, recovery, adaptation, and resilience” (May 2021) and updated report on the partitioning of the 6 GHz band in Asia-Pacific (November 2022). He is the author, with Simon Molloy of a recently published ASEAN report titled “Understanding the digital drivers of inbound investment in ASEAN’s manufacturing and services industries” .

overseen Etherstack’s growth into a global operation and the development of industry leading wireless communications technology assets.

Senior management

Adam Hoey – Chief Financial Officer and Company Secretary

Adam has over 20 years’ experience within commerce and industry across a broad gamut of sectors including FMCG, B2B, mining, real estate, and retail. Adam has worked at listed companies in London and Sydney and was Head of Finance at ASX listed retailer dusk prior to joining Etherstack as Chief Financial Officer and Company Secretary in June 2025.

Adam has a Bachelor of Commerce majoring in Accounting from Macquarie University and is a member of Certified Practising Accountants Australia.

Scott has a Bachelor of Economics and a Bachelor of Laws from the University of Queensland and holds a Master of Laws specialising in Communications and Asian Law from the University of Melbourne.

Scott joined the Board as an Independent Non-Executive Director in 2012 and became chairman of the Audit & Risk Management Committee in 2012. In 2016, Scott became chairman of the Remuneration and Nomination committees.

David Deacon – Chief Executive Officer, Executive Director

David has over 20 years’ experience in the wireless communications industry. Prior to Etherstack, David founded and ran an Australian wireless technology company, Indian Pacific Communications Pty Ltd, for six years until it was sold to a public company in April 2000. Before this, David led software development teams involved in wireless research and development in Perth and Sydney.

David founded Etherstack in 2002 and has been Chief Executive Officer since that date. In this time, David has

Etherstack plc Financial report for the year ended 31 December 2025

Company Directory

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Company Registration No. 07951056

ARBN 156 640 532

Directors

Peter Stephens (Non-Executive Chairman)

David Deacon (Executive Director and Chief Executive Officer) Paul Barnes FCCA (Non-Executive Director) Scott Minehane (Non-Executive Director)

Company Secretaries

Paul Barnes FCCA (United Kingdom) Adam Hoey (Australia)

United Kingdom Registered Office

Suite 12, The Blade, Abbey Square

Reading RG1 3BE

United Kingdom

Australian Office

64 Rose Street Chippendale, NSW, 2008 Australia

Auditor

PKF Littlejohn LLP 15 Westferry Circus

Canary Wharf, London

E14 4HD

Statutory Auditor

Stock Exchange Listing

Australian Securities Exchange

(Code: ESK)

Share Registrars

Computershare Investor Services Pty Limited

46 Hope St, Ermington NSW 2115

Australia

Computershare Investor Services plc

The Pavilions, Bridgwater Road Bristol BS99 6ZZ

United Kingdom

Website

www.etherstack.com

Etherstack plc

Financial report for the year ended 31 December 2025

Report of the Directors

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Directors Report

The Directors present their annual report with the statutory financial statements of the Group for the year ended 31 December 2025. All amounts are in USD $000 unless otherwise indicated.

This report should be read in conjunction with the Strategic Report on pages 4 to 13 which sets out commentary on future developments and intellectual property developments.

1. Board of Directors and Officers of the company

The names of the Directors who held office during the 2025 year and to the date of this report are:

Director Name	Position	Appointed
Peter Stephens	Non-Executive Chairman	2 May 2012
Paul Barnes, FCCA	Non-Executive Director	15 February 2012
David Deacon	Executive Director and CEO	15 February 2012
Scott Minehane	Non-Executive Director	2 May 2012

The joint company secretaries are Paul Barnes and Adam Hoey.

2. Results

The Group recorded a loss after tax for the year of $700 (2024 $3,894).

3. Going Concern

The Directors have prepared cash flow forecasts in order to assess going concern. In addition, the Directors have undertaken sensitivity testing of the forecasts including consideration of changes to the amount and timing of receipt of cashflows. The Directors have also considered the mitigating actions and alternative sources of funding that could be taken in the event there are significant delays in the receipt of these forecasted cashflows. The scenarios considered include a scenario where key contract signings are excluded or delayed by up to six months, however this scenario, is considered unlikely.

Based on existing cash resources, and current and forecasted performance, including consideration of the impacts of macroeconomic uncertainties relevant to the key markets in which Etherstack operates, and a range of mitigating actions that are available, including financial support commitments from Directors, the Directors reasonably expect there to continue to be sufficient cash resources to be able to pay liabilities as they fall due for at least 12 months from the date of approval of these financial statements. Accordingly, the Directors continue to adopt the going concern basis of accounting in preparing the annual financial statements.

4. Dividend

The Directors do not recommend the payment of a final dividend for the year ended 31 December 2025 (2024: $nil).

5. Directors’ indemnity insurance

The Group has arranged appropriate Directors’ and Officers’ insurance to indemnify the Directors against liability in respect of proceedings brought about by third parties. Such provisions remain in place at the date of this report.

Etherstack plc Financial report for the year ended 31 December 2025

Report of the Directors

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6. Auditor

PKF Littlejohn LLP were appointed as auditors of Etherstack plc by the Board of Directors on 2 October 2024. This appointment was formally ratified at the 2025 Annual General Meeting. They remain the company’s auditor at the date of this report.

7. Disclosure of information to auditors

For each of the persons who are directors at the time when the report is approved, the following applies:

a. as far as the director is aware, there is no relevant audit information of which the company’s auditors are unaware; and
b. the director has taken all of the steps that he/she ought to have taken as a director in order to make him/herself aware of any relevant audit information and to establish that the company’s auditors are aware of that information..

8. Financial risk management objectives

The Group’s financial risk management objectives and policies and exposures to risk are outlined in Note 17 to the financial statements.

9. Rounding of amounts and presentational Currency

Amounts in the Directors Report and the accompanying financial report have been rounded to the nearest thousand dollars, or in certain cases to the nearest dollar, unless otherwise expressly stated. The Group financial statements are presented in US Dollars (“$”) which is the Group’s presentational currency.

10. Future Developments

Likely future developments in the Etherstack business are outlined in the Strategic report.

11. Post Balance Date events

There are no post balance date events.

On behalf of the Board

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Paul Barnes FCCA Director

Etherstack plc

Financial report for the year ended 31 December 2025

Report of the Directors

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The Board of Directors is responsible for the overall strategy, governance and performance of the Etherstack plc Group of companies (the Group). The Group is a wireless communications technology provider whose strategy is to create value through the design, development and deployment of products for radio communication networks used by governments, such as those used by defence and police forces, public safety departments, such as ambulance and fire, and radio networks used by utilities, such as electricity companies and resource companies. The Board has adopted a corporate governance framework, based upon ASX Corporate Governance Principles, which it considers to be suitable given the size and strategy of the Group and its operating environment.

Further details relating to the Company’s corporate governance practices can be found on the Company’s website at www.etherstack.com in the “Investor” section under “Corporate Governance”.

Principle 1: Lay solid foundations for management and oversight

The Board of Directors is responsible for the overall strategy, governance and performance of the Company.

Board Charter

The Board has adopted a formal Board Charter which clearly details its functions and responsibilities and delineates the role of the Board from that of the senior executives. The Board’s function and responsibilities include strategy and planning, corporate governance, appointment of the Chief Executive Officer (CEO), remuneration, capital expenditure and financial reporting, performance monitoring, risk management, audit and compliance, developing and monitoring diversity policies and objectives.

Executive Directors are provided with executive contracts of employment and Non-Executive Directors are provided with service agreements setting out the key terms and conditions relative to that appointment.

The Board Charter is available on the website in the “Investors” section under “Corporate Governance”.

The Company Secretary is responsible for supporting the effectiveness of the Board and is directly accountable to the Board, through the Chairman, on all matters to do with the proper functioning of the Board.

Principle 2: Structure the board to be effective and add value

Structure of the Board

The Board currently consists of four directors comprising, a Non-executive Chairman, two Independent Non-Executive Directors and one Executive Director:

Peter Stephens, Chair – Non-Executive Director

Paul Barnes – Independent, Non-Executive Director

Scott Minehane – Independent, Non-Executive Director

David Deacon – Chief Executive Officer and Executive Director

The term of office held by each Director is set out in the Directors Report.

The skills, experience and expertise of each Director are set out on pages 14 and 15. At all times, the Board is to have a complementary mix of financial, industry and technical skills. The Board believes the current members have the necessary knowledge and experience to direct the Group. A summary of Board members skills is set out below.

Etherstack plc Financial report for the year ended 31 December 2025

Report of the Directors

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Experience and skills Number of directors	Experience and skills Number of directors
International business	4
Strategy and innovation	4
Management and leadership	4
Accounting, fnance and banking	2
Equity, capital markets, mergers and acquisitions	4
Corporate governance	2
Regulatory and compliance	2
IT/Technology	4
Legal	2
Chief Executive Offcer, Chief Financial Offcer or Chief Operating Offcer experience	4

Chairman’s responsibilities and independence

The Board Charter provides that the Chairman of the Board is responsible for the leadership of the Board, ensuring the Board is effective, setting the agenda of the Board, conducting Board meetings and conducting shareholder meetings. The Chairman of the Board, Peter Stephens, is a Non-Executive Director.

In 2016, following participation in the Entitlement issue and shortfall offer in which Peter Stephens increased his shareholding, Peter Stephens is no longer considered an independent director. Peter Stephens was an independent director from the date of his appointment in 2012 through to 2016. Peter Stephens remains as Chairman of the Board of Directors of Etherstack plc.

Board independence

An independent Director, in the opinion of the Board, must be independent of management and have no business or other relationship that could materially interfere with – or could reasonably be perceived materially to interfere with – the independent exercise of that director’s judgement. Any independent Director will meet the definition of what constitutes independence as set out in the ASX Recommendations. The materiality thresholds are assessed on a caseby-case basis, taking into account the relevant Director’s specific circumstances, rather than referring to a general materiality threshold.

At this time, there are two Directors the Board has classified as independent - Paul Barnes and Scott Minehane. Accordingly, the Board does not have a majority of independent Directors however the Board composition is considered appropriate for the Company in its current circumstances.

As a result of the November 2025 capital raise Paul Barnes is no longer a significant shareholder. His shareholding has been diluted from 5.2% of the issued capital of Etherstack plc to 4.8% and the Board is of the opinion this shareholding does not compromise Paul Barnes’ independence. The Board has formed this view on the basis of Paul Barnes ability to demonstrate the judgements required of an independent director.

The Board Charter states that the Board aims to have at all times a Board of directors with at least two independent Non-Executive Directors and having the appropriate mix of skills, experience, expertise and diversity relevant to the Group’s businesses and the Board’s responsibilities.

Etherstack plc

Financial report for the year ended 31 December 2025

Report of the Directors

Board committees

To assist the Board in carrying out its functions, the Board has established:

an Audit and Risk Management Committee (refer Principle 4 summary);
a Remuneration Committee (refer Principle 8 summary); and
a Nomination Committee.

Each Committee is established according to a Charter that is approved by the Board. Each Committee is entitled to the resources and information it requires to discharge its responsibilities, including direct access to senior executives, employees and advisers as needed. Terms of reference of each committee, explaining its role and the authority delegated to it by the Board, are available on the Etherstack website. The committee chairmen report regularly to the whole board and are required to confirm that the committees have sufficient resources to undertake their duties.

Nomination Committee

The Nomination Committee must have a majority of independent Directors. Peter Stephens, Scott Minehane, and Paul Barnes are members of this committee. Scott Minehane acts as Chairman of the committee. When appointing members of each committee, the Board shall take account of the skills and experience appropriate for that committee as well as any statutory or regulatory requirements. The responsibilities of the committee include assessing the skills, diversity and necessary industry, technical or functional experience required by the Board, recommending directors for re-election and conducting searches for new Board members when required.

Director selection process and Board renewal

The composition of the Board is reviewed regularly to ensure the appropriate mix of skills, diversity and expertise is present to facilitate successful strategic direction.

As detailed in the Board Charter, in appointing new members to the Board, consideration is given to the ability of the appointee to contribute to the ongoing effectiveness of the Board, to exercise sound business judgement, to commit the necessary time to fulfil the requirements of the role effectively and to contribute to the development of the strategic direction of the Group. Consideration will also be given to achieving a Board with a diverse range of backgrounds.

The process used for selecting new members for the Board, as set out in the Board Charter, may be assisted by the use of external search organisations as appropriate. An offer of a Board appointment will be made by the Chairman of the Board only after having consulted all Directors. Detailed background information in relation to a potential candidate is provided to all Directors.

Board, Committee and Director performance evaluation

The Board undertakes ongoing self-assessment. The review process in 2025 included an assessment of the performance of the Board, the Board Committees, and each Director. The review:

compared the performance of the Board and each Committee with the requirements of its Charter;
critically reviewed the composition of the Board; and
reviewed the Board and each Committee Charter to consider whether any amendments to the Charters were deemed necessary or appropriate.

The Board discussed the results of the review and follow up actions on matters relating to Board process and priorities.

Induction

The Company Secretary facilitates an induction program for new Directors. The program will include meetings with senior executives, briefings on the Group’s strategy and operations, provision of all relevant corporate governance material and policies and discussions with the Chairman and other Directors.

Continuing education

Directors are provided with continuing education opportunities to update and enhance their skills and knowledge. This consists of regular updates for the Board from management, separate to Board meetings to ensure Non-Executive Directors are well-informed of the Group’s operations and any recent developments.

Access to information, indemnification and independent advice

The Company Secretary provides assistance to the Board and Directors also have access to senior executives at any time to request any relevant information. The Board Charter provides that:

Etherstack plc Financial report for the year ended 31 December 2025

Report of the Directors

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all Directors have unrestricted access to company records and information except where the Board determines that such access would be adverse to the Company’s interests;
all Directors may consult management and employees, as required, to enable them to discharge their duties as Directors; and
the Board, Board Committees or individual Directors may seek independent external professional advice as considered necessary at the expense of the Company, subject to prior consultation with the Chairman. A copy of any such advice received is made available to all members of the Board.

Conflicts of interest

The Constitution and Code of Business Conduct and Ethics sets out the obligations of Directors in dealing with any conflicts of interest. Pursuant to the Constitution and the Code of Business Conduct and Ethics, Directors are obliged to:

disclose to the Board any actual or potential conflicts of interest which may exist as soon as they become aware of the issue;
take any necessary and reasonable measures to resolve the conflict; and
comply with all laws in relation to disclosure of interests and restrictions on voting.

Unless the Board determines otherwise, a Director with any actual or potential conflict of interest in relation to a matter before the Board, does not:

receive any Board papers in relation to that matter; and
participate in any discussion or decision making in relation to that matter.

Operation of the Board

The Board met 4 times during the year. The agenda for each meeting allows an opportunity for the Chairman and NonExecutive Directors to meet without executives present. The agenda and relevant briefing papers are distributed by the company secretary on a timely basis.

The following table summarises the number of board and committee meetings held during the year and the attendance record of each director:

	Board meetings	Board meetings	Audit and Risk	Audit and Risk	Remuneration	Remuneration	Nomination	Nomination
			Committee		Committee		Committee
	Eligible to	Attended	Eligible to	Attended	Eligible to	Attended	Eligible to	Attended
	attend		attend		attend		attend
Peter Stephens	4	3	4	4	1	1	1	1
Paul Barnes	4	4	4	4	1	1	1	1
David Deacon	4	4	-	-	-	-	-	-
Scott Minehane	4	4	4	4	1	1	1	1

Etherstack plc

Financial report for the year ended 31 December 2025

Report of the Directors

Principle 3: Instil a culture of acting lawfully, ethically and responsibly

Corporate Code of conduct

The Company has implemented a corporate Code of Business Conduct and Ethics (the Code) which applies to Directors and employees. The Code provides a framework for decisions and actions for ethical conduct. It underpins the Company’s commitment to integrity and fair dealing in its business affairs and to a duty of care to all employees, clients and stakeholders. The Code sets out the principles covering appropriate conduct in a variety of contexts and outlines the minimum standard of behaviour expected from Directors and employees.

Employees are encouraged to raise any matters of concern in good faith with the head of their business unit without fear of retribution. Where the matter is inappropriate to be raised with the head of their business unit, employees are able to raise the matter with the CEO or CFO as appropriate.

The CFO reviews and reports directly to the Board on any material breaches of the Code. The Audit and Risk Committee oversees procedures for whistleblower protection.

A copy of the Code is available on the Company’s website in the “Investor” section under “Corporate Governance”.

Dealings in securities

The Company has a Securities Trading Policy which covers dealings in the Company’s securities by its Key Management Personnel (Directors and those employees reporting to the CEO). The Securities Trading Policy sets out the guidelines for trading in the Company’s securities, including closed periods, exceptions and approval and notification requirements.

A copy of the Securities Trading Policy is available on the Company’s website in the “Investor” section under “Corporate Governance”.

Diversity

The Company has implemented a Diversity Policy.

The Company considers that the gender ratio of employees reflects the gender ratio of the qualified engineer pool. The Company does not, therefore, believe that establishing measurable objectives for achieving gender diversity would provide any benefit above that already achieved via the Diversity Policy.

At the date of this report, the gender ratio is as follows:

4 Board members: all male,
Workforce (excluding executive directors); 62 Employees: 5 female, 57 male

The Diversity Policy is available on the Company’s website in the “Investor” section under “Corporate Governance”.

Principle 4: Safeguard the integrity of corporate reports

Audit and Risk Management Committee

The Board has established an Audit and Risk Management Committee governed by the Audit and Risk Committee Charter, which is available on the Company’s website in the “Investor” section under “Corporate Governance”.

The objective of the Audit and Risk Committee is to assist the Board in monitoring and reviewing any matters of significance affecting financial reporting and compliance. The Audit and Risk Management Committee’s responsibilities include:

Oversee the Company’s relationship with the external auditor and the external audit function generally;
Oversee the preparation of the financial statements and reports;
Oversee the Company’s financial controls and systems;
Review, monitor and approve risk management policies, procedures and systems; and
Manage the process of identification and assessment of any material financial and nonfinancial risks (including enterprise risks and risks in relation to occupational health and safety) that may impact the business.

Audit and Risk Management Committee composition

The Audit and Risk Management Committee consists only of Non-Executive Directors and the Chairman is not the Chairman of the Board. The members of the Audit and Risk Management Committee are Scott Minehane, Chair of the Committee, Peter Stephens and Paul Barnes. Both Scott Minehane and Paul Barnes are Independent Non-Executive Directors.

Etherstack plc Financial report for the year ended 31 December 2025

Report of the Directors

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During the year, 4 meetings of the Committee were attended by the external audit partner and, by invitation, the Chief Executive Officer and the Chief Financial Officer attended 4 meeting and 4 meetings respectively.

The Board of Directors has received from the Chief Executive Officer and the Chief Financial Officer a declaration the financial information included in the annual report is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks.

Etherstack’s external auditor attends the Company’s Annual General Meeting and is available to answer questions which shareholders may have about the conduct of the external audit for the relevant financial year and the preparation and content of the Audit Report.

Principle 5: Make timely and balanced disclosure

The Company is committed to ensuring:

compliance with the requirements of the ASX Listing Rules, all relevant regulations and the ASX Recommendations;
facilitation of an efficient and informed market in the Company’s securities by keeping the market appraised through ASX announcements of all material information.

The Company has implemented a Disclosure Policy which is designed to support the commitment to a fully informed market in the Company’s securities by ensuring that announcements are:

made to the market in a timely manner, are factual and contain all relevant material information; and
expressed in a clear and objective manner that allows investors to assess the impact of the information when making investment decisions.

The Disclosure Policy is available on the Company’s website in the “Investor” section under “Corporate Governance”.

Principle 6: Respect the rights of security holders

The Company has adopted a Communications Policy which aims to ensure that shareholders are informed of all major developments affecting the Company’s state of affairs. Information is communicated to shareholders through:

half yearly and annual reports;
disclosures and announcements made to the Australian Securities Exchange (ASX);
notices and explanatory memoranda of Annual General Meetings and Extraordinary General Meetings and addresses or presentations made at those meetings; and
the Company’s website.

The Board also encourages participation by shareholders at all shareholder meetings.

The Communications Policy is available on the Company’s website in the “Investor” section under “Corporate Governance”.

Etherstack plc

Financial report for the year ended 31 December 2025

Report of the Directors

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Principle 7: Recognise and manage risk

The Company is committed to ensuring that:

its culture, processes and structures facilitate realisation of the Company’s business objectives whilst material risks are identified, managed, monitored and wherever appropriate and possible, mitigated; and
to the extent practicable, its systems of risk oversight, management and internal control comply with ASX Recommendations.

The Board determines the Company’s risk profile and is responsible for overseeing and approving the Company’s risk management strategy and policies, internal compliance and internal control.

The Board has delegated to the Audit and Risk Management Committee responsibility for implementing the risk management system and reporting to the Board. Key business risks affecting the Group have been outlined in the Strategic Report.

The Audit and Risk Committee reviews the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and such a review has taken place in relation to 2025.

The Company does not have an internal audit function. The responsibility for undertaking and assessing risk management and internal control effectiveness is delegated to management. Management is required to assess risk management and associated internal compliance and control procedures and report to the Audit and Risk Management Committee.

Etherstack does not have any material exposure to environmental and social sustainability risks.

A copy of the Company’s risk management policy is available on the Company’s website in the “Investor” section under “Corporate Governance”.

Principle 8: Remunerate fairly and responsibly

The Board has established a Remuneration Committee, which is governed by the Remuneration Committee Charter. The Charter is available on the Company’s website in the “Investor” section under “Corporate Governance”.

The primary purpose of the Committee is to support and advise the Board in fulfilling its responsibilities to shareholders by:

reviewing and approving the executive remuneration policy to enable the Company to attract and retain executives and Directors who will create value for shareholders;
ensuring that the executive remuneration policy demonstrates a clear relationship between key executive performance and remuneration;
recommending to the Board the remuneration of executive Directors;
fairly and responsibly rewarding executives having regard to the performance of the Company, the performance of the executive and the prevailing remuneration expectations in the market;
reviewing the Company’s recruitment, retention and termination policies and procedures for senior management;
reviewing and approving the remuneration of direct reports to the Chief Executive Officer, and as appropriate other senior executives and conducting an annual review of remuneration by gender; and
reviewing and approving any equity based plans and other incentive schemes.

Etherstack plc Financial report for the year ended 31 December 2025

Report of the Directors

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A performance evaluation was undertaken in the year in accordance with the periodic performance evaluation process. The Remuneration Committee consists only of Non-Executive Directors. The members of the Remuneration Committee are Peter Stephens, Paul Barnes and Scott Minehane, Chair of the Committee. Scott Minehane and Paul Barnes are Independent Non-Executive Directors.

There is no regulatory requirement, other than Companies Act 2006 disclosure requirements, for Etherstack plc to disclose information on the remuneration arrangements in place for Directors and Executives of Etherstack plc, however the Remuneration Committee is committed to good corporate standards and has disclosed information considered relevant to the shareholders.

Remuneration policy for Executive Directors

The remuneration policy for Executive Directors has been designed to ensure Executive Directors receive appropriate incentive and reward given their performance, responsibility and experience. When assessing this, the Remuneration Committee seeks to ensure the policy aligns the interests of the Executive Directors with those of the shareholders. The Company’s remuneration policy for Executive Directors is to:

Consider the individuals experience and the nature and complexity of their work in order to set a competitive salary that attracts and retains management of the highest quality;
Link individual remuneration packages to the Group’s long term performance through both bonus schemes and share option plans; and
Provide post-retirement benefits through payment into pension schemes.

Remuneration package for Executive Directors

Executive Directors’ remuneration packages are considered annually by the Remuneration Committee in line with Company policy, with a view to attracting, retaining and motivating Executive Directors of the calibre necessary to deliver the strategic milestones of the Board. Remuneration packages comprise a number of elements as follows:

Base salary

The base salary is reviewed annually. Within the review process, which is undertaken by the Remuneration Committee, regard is given to the profitability and on-going development of the Group and the contribution that each individual makes. Consideration is also given to the need to retain and motivate individuals, with reference made to available information on salary levels in comparable organisations as well as that of the wider workforce of the company. To assist in this process the Remuneration Committee may draw on the findings of external salary surveys and undertakes its own research.

Annual performance incentive

The Executive Directors are eligible to receive, at the discretion of the Remuneration Committee, an annual bonus. The Remuneration Committee considers the implementation of bonus awards based upon both corporate and personal performance targets and measures, which align to the long term interests of shareholders.

Etherstack plc

Financial report for the year ended 31 December 2025

Report of the Directors

Pensions and other benefits

The Group does not operate a Group pension scheme; instead individuals receive contributions to their private pension plans.

Share options/performance rights

Executive Directors may, at the discretion of the Remuneration Committee, be awarded share options or performance rights.

The performance of Executive Directors is evaluated by the Remuneration Committee on an annual basis with a view to ensuring that there is a sufficiently strong link between performance and reward. The results of performance evaluations are taken into consideration as part of the annual remuneration review.

Remuneration policy for Non-Executive Directors

Non-Executive Directors are paid a fixed annual fee for acting as a Director of Etherstack plc which is paid for services rendered as a Director. Additionally, under the Articles of Association, a Director may also be paid such special or additional remuneration as the Directors decide, if the Director performs extra services or makes special exertions for the benefit of the company. Such amounts do not form part of the aggregate remuneration permitted under the Articles of Association (the current aggregate remuneration may not exceed $300,000 per annum).

The remuneration of the Non-Executive Directors is determined by the Board as a whole, based on a review of current practices in other equivalent companies. The Non-Executive Directors each have service agreements that are reviewed annually by the Board.

Directors’ remuneration (All amounts are in USD $000 unless otherwise indicated). The Directors earned the remuneration outlined in the table below:

2025 Executive Directors David Deacon Non-Executive Directors Peter Stephens Paul Barnes Scott Minehane TOTAL	Salary/fees Long-term benefts Superannuation Total 275 32 307
	275 32 307 81 - 81 84 - 84 53 6 59
	218 6 224 493 38 531

Directors’ interests

The Directors’ interests in shares and other securities in Etherstack plc are set out below:

	31 December 2025	31 December 2025	31 December 2024	31 December 2024
Director	Ordinary	Performance	Ordinary Shares	Performance
	Shares	rights		rights
David Deacon	48,561,850	0	48,501,780	0
Peter Stephens	10,721,838	0	10,622,593	0
Paul Barnes	6,850,000	0	6,850,000	0
Scott Minehane	81,875	0	81,875	0

Etherstack plc Financial report for the year ended 31 December 2025

Report of the Directors

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Directors’ Responsibilities Statement

The Directors are responsible for preparing the Strategic Report, the Directors’ Report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have to prepare the financial statements in accordance with UK-adopted International accounting standards in conformity with the requirements of the Companies Act 2006. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs and profit or loss of the Company and Group for that period. In preparing these financial statements, the Directors are required to:

select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK-adopted International Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Etherstack plc Financial report for the year ended 31 December 2025

Report of the Directors

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The Directors confirm that:

so far as each Director is aware, there is no relevant audit information of which the company’s auditor is unaware; and
the Directors have taken all the steps that they ought to have taken as Directors in order to make themselves aware of any relevant audit information and to establish that the Company auditor is aware of that information.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

On behalf of the Board

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Paul Barnes FCCA, Director

24 March 2026

Etherstack plc Financial report for the year ended 31 December 2025

Independent auditor’s report to the members of Etherstack plc

Opinion

Our opinion on the financial statements is unmodified

We have audited the financial statements of Etherstack Plc (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 31 December 2025 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Parent Company Statements of Financial Position, the Consolidated and Parent Company Statements of Changes in Equity, the Consolidated and Parent Company Statements of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards. In our opinion:

give a true and fair view of the state of the group’s and of the parent company’s affairs as at 31 December 2025 and of the group’s and parent company’s loss for the year then ended;
have been properly prepared in accordance with UK-adopted international accounting standards; and
have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the group and parent company’s ability to continue to adopt the going concern basis of accounting included;

An understanding of the future plans for the Group;
Reviewing cashflow forecasts for the 12 month period ending 31 March 2027, and challenging management on the key operating assumptions;
Reviewing all the key inputs into the cash flow forecast to ensure they are appropriate, and no evidence of management bias exists;
Challenging management on non-committed expenditures which can be deferred to help sustain healthy cash balances;
Testing the integrity of the forecast model by checking the accuracy and completeness of the model, including challenging the appropriateness of estimates and assumptions;
Reviewing the company and group’s management accounts to assess if material matters have been reflected in the underlying assumptions to the forecasts;
Performing sensitivity analysis on the forecasts provided; and
Review the going concern disclosure within the financial statements for appropriateness.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group’s or parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Our application of materiality

IThe scope of our audit was influenced by our application of materiality. The quantitative and qualitative thresholds for materiality determine the scope of our audit and the nature, timing and extent of our audit procedures. The materiality applied to the group and parent company financial statements was as follows:

Etherstack plc Financial report for the year ended 31 December 2025

Independent auditor’s report to the members of Etherstack plc

	Group	Company
Materiality	$151,000 (2024: $91,000)	$75,500 (2024: $45,500)
Performance materiality	$105,700 (2024: 63,000)	$52,850 (2024: $31,500)
Triviality	$7,550 (2024: $4,500)	$3,775 (2024: $2,250)
Basis for determining materiality	1.5% of total revenue	2% total assets (capped at 50% group materiality)

We consider the key benchmark in determining materiality for the group to be total revenue. The Group assesses revenue as a key performance indicator of the group. The revenue is deemed the most stable benchmark in comparison to other metric consideration.

We consider the key benchmark in determining materiality for the group to be gross assets. Gross assets have been determined due holding investments being the primary purpose for the Parent. The materiality has been capped at 50% of the group’s materiality.

We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use materiality in determining the scope of our audit and the nature and extent of our audit procedures. In determining performance materiality, we considered the following factors:

Our cumulative knowledge of the group and its environment, including industry specific trends; and
The level of judgement required in respect of the key accounting estimates.

Whilst materiality for the financial statements as a whole was set at $151,000, each significant component of the group was audited to a performance materiality of between $48,000 and $85,400, performance materiality is set at between 50%-80% of overall materiality.

We agreed to report to the audit committee any corrected or uncorrected identified misstatements exceeding $7,550 for the group and $3,775 for the parent company, in addition to other identified misstatements that warranted reporting on qualitative controls.

We applied the concept of materiality both in planning and performing the audit, and in evaluating the effect of misstatement. No significant changes have come to light during the audit which required a revision of our materiality for the financial statements as a whole.

Our approach to the audit

Our audit is risk based and is designed to focus our efforts on the areas at greatest risk of material misstatement, aspects subject to significant management judgement as well as greatest complexity, risk and size.

In designing our audit, we determined materiality, as above, and assessed the risk of material misstatement in the financial statements. In particular, we looked at areas involving significant accounting estimates and judgement by the directors and considered future events that are inherently uncertain. These areas included:

Going concern;
Revenue recognition for bespoke long term contracts;
Carrying value and capitalisation of intangible assets;
Share based payments; and
Carrying value of the investment in subsidiaries and intercompany loans.

We also addressed the risk relating to management override of internal controls, including evaluating whether there was evidence of bias in respect of significant accounting estimates by the directors that represented a risk of material misstatement due to fraud.

Etherstack plc Financial report for the year ended 31 December 2025

Independent auditor’s report to the members of Etherstack plc

Key audit matters

IKey audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key Audit Matter

How our scope addressed the matter

Valuation and capitalisation of internally-generated intangible assets (Group)

Refer to the accounting policy and further details in note 9

The Group develops bespoke software which results in the recognition of internally-generated intangible assets (IAS 38). The valuation of these assets is dependent on the recoverable amount. The amount of intangible assets as at 31 December 2025 was $9,441k.

There is a risk that costs being capitalised have not met the criteria under IAS 38 to be capitalised.

There is also a risk that the intangible assets held by the Group are stated at more than their recoverable amount and may be impaired (IAS 36).

Our work in this area included:

Updating and documenting our understanding of the system in relation to the ongoing capitalisation of staff time and performing a walkthrough of the system;
Considering the basis for valuation of intangible assets. Ensuring consistency with previous periods and accounting policies;
Testing the capitalised costs and ensuring this is in line with IAS 38 – Intangible Assets;
Obtaining managements impairment assessment over the intangible assets. We reviewed this assessment to understand the basis for recognising / not recognising any impairments in the year;
• Where the intangible assets balance involves material accounting estimates, perform the work required under ISA (UK) 540; and
Reviewing the financial statements to ensure appropriate disclosures have been made with regards to the key judgement.

We have no matters to report.

Revenue recognition (Group)

Refer to the accounting policy and further details in note 2

Under ISA (UK) 240, there is a rebuttable presumption that revenue recognition is a significant fraud risk.

As at 31 December 2025, revenues recorded were $10,091k.

Part of the entity’s revenue during the period consists of long term contracts for bespoke projects. This is deemed to be a key audit matter given it is driven by contracts which have multiple performance obligations, spanning over multiple years. Given the bespoke nature of these contracts, the long term contracts are to be assessed under IFRS 15 individually, there is significant judgement with determining the performance obligation and allocating a transaction price. There are also complexities within these with regards to determining the contract assets and liabilities and the timings of these release of

Our work in this area included:

Updating our understanding of the information system and related controls relevant to each material income stream;
Evaluating the appropriateness of the information system and the effectiveness of the design and implementation of the related controls;
Performing substantive transactional testing of income recognised in the financial statements, including deferred and accrued income balances recognised at the year-end to ensure in accordance with the underlying contracts and IFRS 15;
Reviewing of post-year end receipts to ensure completeness of income recorded in the accounting period;

Etherstack plc

Financial report for the year ended 31 December 2025

Independent auditor’s report to the members of Etherstack plc

these. With the above points there is a greater risk to • Reviewing the key underlying revenue contracts to material misstatement. ensure revenue is being recognised in accordance with the underlying performance obligations and price of the contract;
For each stage, ascertaining the standalone selling price for each deliverable and whether the milestones have been achieved as per the signed agreement as well as evidencing the software meeting these milestones;
Ascertaining sales value of after-sales support and ensuring this is calculated and deferred or unwound appropriately in the year; and
Reviewing the IFRS 15 assessment prepared for sales regarding bespoke software with multi-element performance obligations and ensuring the accounting policies are in line with the appropriate standards.

We have no matters to report.

Recoverability of related party loans (Company)

Refer to the accounting policy and further details in note 13

There are significant loan balances held between the parent company and subsidiaries, as at 31 December 2025 the loans to subsidiaries totalled $23,979k (before impairment).

Management is required to assess these balances for impairment periodically in line with IFRS 9. Given that the investments held in these entities have been fully impaired there is a risk that the related party loan balances are also overstated in Etherstack plc.

Our work in this area included:

Obtaining documentation to confirm the continued ownership of the subsidiaries at the year end;
• Obtaining management forecasts and budgets to support the investment value, and reviewing management’s assessment of the valuation as at 31 December 2025. This included challenging the key inputs to forecasts and performing a sensitivity over the key inputs;
• Reviewing accounting policies and disclosures in the financial statements;
Understanding the nature of the related parties and transactions, together with the process followed for identification of related parties and transactions by management, including key controls;
Assessing reasonableness of the cash generating unit identification as well as reviewing and stress testing associated forecasts; and
Obtaining management’s assessment of recoverability of related party loans and challenging their assumptions, including a review against the group entities performance.

Refer to note 13 for the impairment recognised by management. We have no other matters to report.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the group and parent company financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Etherstack plc Financial report for the year ended 31 December 2025

Independent auditor’s report to the members of Etherstack plc

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors’ report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the group and parent company financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the group and parent company financial statements, the directors are responsible for assessing the group and the parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We obtained an understanding of the group and parent company and the sector in which they operate to identify laws and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this regard through discussions with management, industry research, application of cumulative audit knowledge and experience of the sector.
We determined the principal laws and regulations relevant to the group and parent company in this regard to be those arising from Companies Act 2006, ASX regulations, Australian local law and tax law, health an safety law and money laundering regulations.

Etherstack plc

Financial report for the year ended 31 December 2025

Independent auditor’s report to the members of Etherstack plc

We designed our audit procedures to ensure the audit team considered whether there were any indications of non-
compliance by the group and parent company with those laws and regulations. These procedures included, but were not limited to:
Enquiries of management of any instances of non-compliance;
Reviewing of board minutes and RNS announcements for evidence of non-compliance;
Reviewing legal expenses ledgers for any evidence of non-compliance; and
Obtaining written representations from management.
We also identified the risks of material misstatement of the financial statements due to fraud. We considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls, that the potential for management bias was identified in relation to both the estimates and judgements in relation to going concern, revenue recognition for bespoke long term contracts, carrying value and capitalisation of intangible assets, accounting for the convertible loan notes, share based payments; and carrying value of the investment in subsidiaries and intercompany loans. We addressed this by challenging the assumptions and judgements made by management when auditing that significant accounting estimate and ensuring that there were adequate disclosures included in the respective notes including the disclosures within critical accounting estimates; and
As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing
audit procedures which included, but were not limited to: the testing of journals; reviewing accounting estimates for evidence of bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

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Hannes Verwey (Senior Statutory Auditor) For and on behalf of PKF Littlejohn LLP

Statutory Auditor

15 Westferry Circus Canary Wharf London E14 4HD

24 March 2026

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ASX ADDITIONAL INFORMATION
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Shareholdings

The issued capital of the Company as at 5 March 2026 is 141,549,695 fully paid ordinary shares.

All issued ordinary shares carry one vote per share and carry the rights to dividends.

Range	Total Holders	Number of shares	% of Issued capital
1 - 1,000	44	14,522	0.01%
1,001 - 5,000	475	1,033,306	0.73%
5,001 - 10,000	138	1,129,395	0.80%
10,001 - 100,000	237	7,388,898	5.22%
100,001 and over	86	131,983,574	93.24%
Total	980	141,549,695	100.00%

As at 5 March 2026 there were 39 shareholders holding less than a marketable parcel of AUD $500.

Shareholdings

There were 2 shareholders who held a substantial shareholding within the meaning of the Corporations Act. A person has a substantial holding if the total votes that they or their associates have relevant interests in is five per cent of more of the total number of votes.

Range	Number of shares	% of Issued capital
MR DAVID DEACON	48,561,850	34.3
MR PETER STEPHENS	10,721,838	7.6

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TOP 20 SHAREHOLDERS AS AT 5 MARCH 2026

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Limitations on the Acquisition of Securities

Etherstack plc is subject to the City Code on Takeovers and Mergers (the Code) as a public company incorporated in England and Wales.

Australian law similarly permits compulsory acquisition by persons holding a 90% interest in the relevant securities.

Etherstack plc is not subject to the provisions of the Corporations Act relating to changes in control and takeover of public companies.

Etherstack plc

Financial report for the year ended 31 December 2025

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Etherstack plc 64 Rose Street Chippendale, NSW 2008 Phone: +61 2 8399 7500 ASX :ESK

AI assistant

ETHERSTACK PLC — Annual Report 2026

64877_rns_2026-03-24_3eea02e6-efd5-41fd-822f-faafa6bfbea0.pdf

About Etherstack

WHAT DOES ETHERSTACK TECHNOLOGY DO?

Features of the business:

PTT TECHNOLOGY

Strategic Report

2025 HIGHLIGHTS

Strategic Report

Etherstack Activities and Differentiation

Strategic Report

Revenue

Project Revenues

Recurring Revenues

Support Revenues

Strategic Report

Result for 2025

Strategic Report

EBITDA (Note 1)

Sustained investment into Intellectual property assets

Financial Position

Strategic Report

Key Performance Indicators

2025 Overall and 2026 Outlook

Strategic Report

Principal Risks and uncertainties

• Dependence on key contracts

• Technology risk

• Intellectual property and know-how risk

• Economic and exchange rate risk

• Product liability

Strategic Report

• Liquidity risk

Section 172 Statement

Strategic Report

Employees

Customers

Suppliers

Strategic Report

All stakeholders

Report of the Directors

Directors and Key Management

Peter Stephens – Non-Executive Chairman

Paul Barnes, FCCA MCSI – Non-Executive Director

Scott Minehane – Non-Executive Director

Senior management

Adam Hoey – Chief Financial Officer and Company Secretary

David Deacon – Chief Executive Officer, Executive Director

Company Directory

Company Registration No. 07951056

ARBN 156 640 532

Directors

Company Secretaries

United Kingdom Registered Office

Australian Office

Auditor

Stock Exchange Listing

Share Registrars

Computershare Investor Services Pty Limited

Computershare Investor Services plc

Website

Report of the Directors

Directors Report

1. Board of Directors and Officers of the company

2. Results

3. Going Concern

4. Dividend

5. Directors’ indemnity insurance

Report of the Directors

6. Auditor

7. Disclosure of information to auditors

8. Financial risk management objectives

9. Rounding of amounts and presentational Currency

10. Future Developments

11. Post Balance Date events

Paul Barnes FCCA Director

Report of the Directors

Principle 1: Lay solid foundations for management and oversight

Board Charter

ETHERSTACK PLC Annual Report 2026