FLEXIROAM LIMITED — Interim / Quarterly Report 2025

Feb 27, 2025

FlexiRoam Limited ABN 27 143 777 397 and its Controlled Entities

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APPENDIX 4D

HALF-YEAR REPORT FOR THE PERIOD ENDED 31 DECEMBER 2024

1. NAME OF ENTITY

Flexiroam Limited and its Controlled Entities

	ABN	Reporting Period	Previous Corresponding Period
27	142 777 397	Half year ended 31 December 2024	Half year ended 31 December 2023

2. RESULTS FOR ANNOUNCEMENT TO THE MARKET

	% INCREASE /	31 DEC 2024	31 DEC 2023
	(DECREASE)	AUD	AUD (restated)
Revenues from ordinary activities_(item 2.1)_	7%	7,580,819	7,051,180
Loss from ordinary activities after tax attributable to members_(item 2.2)_	404%	(2,123,187)	(413,091)
Net loss for the period attributable to members_(item 2.3)_	404%	(2,123,187)	(413,091)
Final and interim dividends_(item 2.4)_		It is not proposed that an interim dividend be paid
Record date for determining entitlements to the dividend_(item 2.5)_		N/A
Brief explanation of any of the fgures		Refer to the attached Report for commentary on
reported above_(item 2.6)_:		results.

3. NET TANGIBLE ASSET BACKING PER ORDINARY SHARE

		Previous
	Current Period	Corresponding Period
	31 Dec 2024	31 Dec 2023
		(restated)
Net tangible assets per ordinary share_(Item 3)_	(0.79) cents	(0.96) cents
4. CONTROL GAINED OVER ENTITIES
Details of entities over which control has been gained or lost_(item 4)_		N/A
5. DIVIDENDS PAID AND PAYABLE
Details of dividends or distribution payments_(item 5)_	No dividends or	distributions are payable.

2

6. DIVIDEND REINVESTMENT PLANS

Details of dividend or distribution reinvestment plans (item 6)

There is no dividend reinvestment program in operation.

7. DETAILS OF ASSOCIATES

Details of associates and joint venture entities (item 7)

N/A

8. FOREIGN ENTITIES

Foreign entities to disclose which accounting standards are used in compiling the report (item 8)

N/A

9. AUDITOR’S REVIEW CONCLUSION

Emphasis of Matter – Material Uncertainty Related to Going Concern

Details of the review that is subject to a modified opinion, emphasis of matter or other matter paragraph (item 9)

The Review Report includes an Emphasis of Matter relating to the ability of the Group to continue as a going concern, which is dependent on the Group achieving positive operating cash flows and/or securing additional funding through capital raising to continue to fund its operational and marketing activities.

TABLE OF CONTENTS

DIRECTORS’ REPORT	1
AUDITOR’S INDEPENDENCE DECLARATION	3
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME	4
CONSOLIDATED STATEMENT OF FINANCIAL POSITION	5
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY	6
CONSOLIDATED STATEMENT OF CASH FLOWS	7
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS	8
DIRECTORS’ DECLARATION	19
INDEPENDENT AUDITOR’S REVIEW REPORT	20
CORPORATE INFORMATION	22

DIRECTORS’ REPORT

The Directors of FlexiRoam Limited (‘the Company’) and its controlled entities submit herewith their report together with the financial statements of the company and its controlled entities (‘the Group’) for the half year ended 31 December 2024.

DIRECTORS

The directors of the Company during or since the end of the half-year ended 31 December 2024 are:

• Jefrey Ong (appointed 18 March 2015)

• Tat Seng Koh (appointed 3 September 2018)

• Stephen Frank Picton (appointed 1 June 2022, resigned 7 December 2024)

• Chris Burton (appointed 18 June 2024)

• Wee Keat Chan (appointed 6 December 2024)

• Nicholas Ong (appointed 23 December 2024)

COMPANY SECRETARY

Kamille Dietrich (appointed on 14 May 2024)

PRINCIPAL ACTIVITIES

The Group is involved in the supply of eSIM & Physical SIM based data solutions into the Global Roaming and Solution segments. There have been no significant changes in the nature of the activities during the half year.

FINANCIAL PERFORMANCE REVIEW

For the half-year ended 31 December 2024, the Group reported total revenue of AUD 7,580,819, reflecting a modest increase from AUD 7,051,180 in the previous corresponding period. The growth in revenue was primarily driven by improvements in the travel segment.

Despite the increase in revenue, the Group reported a net loss of AUD 2,123,187, a significant decline compared to the previous period's net loss of AUD 413,091. The loss was influenced by higher cost of sales, increased selling and marketing expenses, and staff costs.

Key financial highlights:

• Gross profit for the period was AUD 4,055,801, down from AUD 4,460,456 in the prior period, due to increased costs of sales, which rose from AUD 2,590,724 to AUD 3,525,018.

• Selling and marketing expenses increased to AUD 2,528,584 from AUD 1,782,017, reflecting the Group's continued investment in customer acquisition and brand awareness.

• Staff costs rose to AUD 1,468,155 from AUD 1,109,149, largely due to an expansion in workforce and talent acquisition to support business growth.

• Depreciation and amortization expenses also increased to AUD 1,151,210 from AUD 1,018,058.

1

DIRECTORS’ REPORT

The Group maintains a cash and cash equivalents balance of AUD 1,197,696 as of 31 December 2024, an improvement from AUD 461,121 as of 30 June 2024. This was supported by financing activities, including the successful capital raising of AUD 1,007,708 net of costs and additional loans from the directors amounting to AUD 1,500,000.

Despite the reported losses, management remains focused on achieving positive operating cash flows in the coming quarters. Cost control measures, revenue diversification, and ongoing capital management initiatives are expected to help the Group improve financial stability.

The Group acknowledges the emphasis of matter raised in the auditor’s review report regarding material uncertainty related to going concern. However, management believes that current cash reserves, coupled with planned strategic initiatives, will allow the Group to sustain operations and achieve long-term growth.

SIGNIFICANT EVENTS AFTER BALANCE DATE

On 6 February 2025, the Company successfully raised $3,658,774 (before costs) following completion of a partially underwritten non-renounceable, pro rata entitlement offer and issued 731,754,813 fully paid ordinary shares in the Company.

Except for the events described above, there were no matters or circumstances arising since the end of the reporting period that have significantly affected, or may significantly affect the operations of the Group or the state of affairs of the Group in the financial period subsequent to 31 December 2024.

AUDITOR’S INDEPENDENCE DECLARATION

A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is included in the following page.

Signed in accordance with a resolution of directors made pursuant to section 306(3)(a) of the Corporations Act 2001.

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Jefrey Ong
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Jefrey Ong

Executive Director

Signed on this 28[th] day in February 2025

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AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE CORPORATIONS ACT 2001

To the Directors of Flexiroam Limited

As lead auditor of the audit of FlexiRoam Limited for the half-year ended 31 December 2024, I declare that, to the best of my knowledge and belief, there have been:

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

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

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In.Corp Audit & Assurance Pty Ltd ABN 14 129 769 151

Level 1 6-10 O’Connell Street SYDNEY NSW 2000

Suite 11, Level 1 4 Ventnor Avenue WEST PERTH WA 6005

GPO BOX 542 SYDNEY NSW 2001 T +61 2 8999 1199 E team@incorpadvisory.au W incorpadvisory.au

This declaration is in respect of FlexiRoam Limited and the entities it controlled during the half-year.

In.Corp Audit & Assurance Pty Ltd

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Graham Webb Director

Sydney, 28 February 2025

3

Liability limited by a scheme approved under Professional Standards Legislation

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE HALF-YEAR ENDED 31 DECEMBER 2024

NOTES	HALF-YEAR ENDED 31 DECEMBER 2024 $ HALF-YEAR ENDED 31 DECEMBER 2023 (RESTATED) $
Revenue 2 Cost of sales Gross proft Interest income Foreign exchange (gains)/losses Other income Administration and operating expenses Selling and marketing expenses Research and development expenditure Staf costs Depreciation and amortisation Finance expenses Loss before income tax Income tax expense Loss for the period Other comprehensive income Items that may be reclassifed to proft or loss: Foreign exchange translation of foreign controlled subsidiaries Total other comprehensive income, net of tax Total comprehensive income for the period Loss per share (basic and diluted)	7,580,819 7,051,180
	(3,525,018) (2,590,724)
	4,055,801 4,460,456
	1,489 2,299
	109,037 (35,802)
	10,757 11,200
	(872,115) (737,971)
	(2,528,584) (1,782,017)
	(231,596) (179,201)
	(1,468,155) (1,109,149)
	(1,151,210) (1,018,058)
	(48,131) (24,848)
	(2,122,707) (413,091)
	(480) -
	(2,123,187) (413,091)
	105,095 57,032
	105,095 57,032
	(2,018,092) (356,059)
	(0.27) cents (0.06) cents

The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in

conjunction with the accompanying notes.

4

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2024

NOTES	AS AT 31 DEC 2024 $ AS AT 30 JUN 2024 (RESTATED) $
CURRENT ASSETS Cash and cash equivalents 3 Financial assets Trade and other receivables 4 Inventories 5 Other assets Current tax assets Total current assets NON-CURRENT ASSETS Plant and equipment Intangible assets 6 Development costs 7 Total non-current assets Total Assets CURRENT LIABILITIES Trade and other payables 8 Deferred revenue 9 Amount due to directors 10 Total current liabilities Total Liabilities Net Assets Defciency EQUITY Issued capital 11 Reserves Accumulated losses Total Equity Defciency
	1,197,696 461,121
	34,006 31,723
	1,533,714 937,759
	98,641 85,867
	323,620 299,620
	25,465 22,510
	3,213,142 1,838,600
	36,726 36,080
	1,649,201 2,283,073
	3,069,462 2,534,412
	4,755,389 4,853,565
	7,968,531 6,692,165
	4,513,887 3,651,878
	3,404,797 3,143,668
	1,521,945 400,000
	9,440,629 7,195,546
	9,440,629 7,195,546
	(1,472,098) (503,381)
	51,565,436 50,557,728
	(2,714,996) (2,861,758)
	(50,322,538) (48,199,351)
	(1,472,098) (503,381)

The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.

5

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE HALF-YEAR ENDED 31 DECEMBER 2024

	ISSUED CAPITAL OPTION & PERFORMANCE RIGHTS RESERVE FOREIGN CURRENCY TRANSLATION RESERVE ACCUMULATED LOSSES TOTAL
	$ $ $ $ $
BALANCE AT 1 JULY 2023 Loss for the period (Restated) Other comprehensive income Total comprehensive income for the period (Restated) Forfeited performance rights to employees Share rights converted BALANCE AT 31 DECEMBER 2023 (Restated) BALANCE AT 1 JULY 2024 Loss for the period Other comprehensive income Total comprehensive income for the period Share options to employees Shares issued during the period (net of costs) BALANCE AT 31 DECEMBER 2024	48,636,682 277,164 (3,316,692) (46,717,549) (1,120,395)
	- - - (413,091) (413,091)
	- - 57,032 - 57,032
	- - 57,032 (413,091) (356,059)
	- (34,594) - - (34,594) 18,600 (18,600) - - -
	48,655,282 223,970 (3,259,660) (47,130,640) (1,511,048)
	50,557,728 552,085 (3,413,843) (48,199,351) (503,381) - - - (2,123,187) (2,123,187) - - 105,095 - 105,095
	- - 105,095 (2,123,187) (2,018,092)
	- 41,667 - - 41,667 1,007,708 - - - 1,007,708
	51,565,436 593,752 (3,308,748) (50,322,538) (1,472,098)

The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes

6

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE HALF-YEAR ENDED 31 DECEMBER 2024

NOTES	HALF-YEAR ENDED 31 DECEMBER 2024 $ HALF-YEAR ENDED 31 DECEMBER 2023 $
CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers Payments to suppliers and employees Finance charges Interest received Tax refunded Net cash fows (used in)/from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of plant and equipment Purchase of intangible assets Development costs paid Net cash fows used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of share capital net of costs Loans provided by directors Net cash fows from fnancing activities Net increase/(decrease) in cash and cash equivalents CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD Efect of foreign exchange translation CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD 3
	7,107,232 6,956,454
	(7,957,815) (6,938,411)
	(26,250) (14,614)
	1,489 2,299
	23,540 -
	(851,804) 5,728
	(2,014) (25,480)
	(190,046) (679)
	(310,984) (837,716)
	(503,044) (863,875)
	607,708 -
	1,500,000 400,000
	2,107,708 400,000
	752,860 (458,147)
	461,121 1,268,675
	(16,285) (80,553)
	1,197,696 729,975

The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.

7

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. MATERIAL ACCOUNTING POLICY INFORMATION

STATEMENT OF COMPLIANCE

This consolidated interim financial report includes the financial statements and notes to the consolidated financial statements of Flexiroam Limited (“the Company”) and its subsidiaries Flexiroam Sdn. Bhd., Flexiroam Asia Limited, Super Bonus Profit Sdn. Bhd. and Flexiroam Global FZCO (collectively “the Group”). The Company is a for-profit entity primarily and is domiciled in Australia.

These half-year consolidated financial statements are general purpose financial statements prepared in accordance with the requirements of the Corporations Act 2001, applicable accounting standards including AASB 134 ‘Interim Financial Reporting’, Accounting Interpretations and other authoritative pronouncements of the Australian Accounting Standards Board (‘AASB’). Compliance with AASB 134 ensures compliance with IAS 34 ‘Interim Financial Reporting’.

This consolidated interim financial report does not include full disclosures of the type normally included in an annual financial report. Therefore, it cannot be expected to provide as full an understanding of the financial performance, financial position and cash flows of the Group as in the full financial report.

It is recommended that this financial report be read in conjunction with the annual financial report for the year ended 30 June 2024 and any public announcements made by the Company and its subsidiaries during the half-year in accordance with continuous disclosure requirements arising under the Corporations Act 2001 and the ASX Listing Rules.

BASIS OF PREPARATION

The consolidated interim financial report has been prepared on an accruals basis and is based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities.

The functional currency of the Company and subsidiaries are measured using the currency of the primary economic environment in which the Company and subsidiaries operate; being Australian Dollars, Malaysian Ringgit, United States Dollar, respectively. However, as the majority of the Company’s shareholder base is Australian, these consolidated financial statements are presented in Australian Dollars.

ACCOUNTING POLICIES AND METHODS OF COMPUTATION

The accounting policies and methods of computation adopted are consistent with those of the previous financial year and

corresponding half-year. The accounting policies are consistent with Australian Accounting Standards and with International Financial Reporting Standards.

ADOPTION OF NEW AND REVISED AUSTRALIAN ACCOUNTING STANDARDS

Standards and Interpretations applicable to 31 December 2024

In the half-year ended 31 December 2024, the Directors have reviewed all of the new and revised Standards and Interpretations issued by the AASB that are relevant to the Group and effective for the current half-year reporting period. As a result of this review, the Directors have determined that there is no material impact of the new and revised Standards and Interpretations on the Group and, therefore, no material change is necessary to Group accounting policies.

8

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

SIGNIFICANT ACCOUNTING JUDGMENTS AND KEY ESTIMATES

The preparation of a half-year financial report requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

In preparing this half-year financial report, the significant judgments made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial report for the period ended 30 June 2024.

GOING CONCERN

These consolidated financial statements have been prepared on the going concern basis, which contemplates the continuity of normal business activities and the realisation of assets and settlement of liabilities in the normal course of

business.

As disclosed in the consolidated financial statements, the Group incurred an operating loss after tax of $2,123,187 for the half-year ended 31 December 2024 (31 December 2023: $413,091), and as at 31 December 2024 the Group has a deficiency of net current assets of $6,227,487 (30 June 2024: $5,356,946) and net assets of $1,472,098 (30 June 2024: $503,381). The Directors believe that there are sufficient funds available to continue to meet the Group’s working capital requirements as at the date of this report. The financial statements have been prepared on the basis that the Group is a going concern for the following reasons:

• The Group has cash and cash equivalents of $1,197,696;

• The Group has successfully arranged a short-term funding facility in the period to manage its cash flow;

• Management forecasts show that cash burn is reducing and that net cash flow will be at a break-even point in the

• next 12 to 18 months;

• On 6 February 2025, the Company successfully raised $3,658,774 (before costs) following completion of a

• partially underwritten non-renounceable, pro rata entitlement offer and issued 731,754,813 fully paid ordinary shares in the Company.

• The Group has the ability to raise additional capital and in the period was able to successfully raise $1mil in funds

Should the Group not be able to continue as a going concern, it may be required to realise its assets and discharge its liabilities other than in the ordinary course of business, and at amounts that differ from those stated in the financial statements. The financial report does not include any adjustments relating to the recoverability and classification of recorded asset amounts or liabilities that might be necessary should the Group not continue as a going concern.

9

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2. REVENUE

	HALF-YEAR ENDED 31 DEC 2024 $ HALF-YEAR ENDED 31 DEC 2023 (restated) $
Travel B2B	6,877,197 6,163,800
	703,622 887,380
	7,580,819 7,051,180

3. CASH AND CASH EQUIVALENTS

	AS AT 31 DEC 2024 $ AS AT 30 JUNE 2024 $
Cash at bank	1,197,696 461,121
	1,197,696 461,121

4. TRADE AND OTHER RECEIVABLES

	AS AT 31 DEC 2024 $ AS AT 30 JUNE 2024 (RESTATED) $
Trade and other receivables Trade receivables Other receivables Less: Allowance for credit losses	1,448,621 779,149 85,093 183,365 - (24,755) 1,533,714 937,759

Trade receivables are normally collected within 30 to 45 days.

5. INVENTORIES

	AS AT 31 DEC 2024 $ AS AT 30 JUNE 2024 $
Inventories Finished goods, at cost	98,641 85,867 98,641 85,867

10

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

6. INTANGIBLE ASSETS

As at 31 December 2024, the Group’s Intangible Assets consists of the following:

	AS AT 31 DECEMBER 2024 $ AS AT 30 JUNE 2024 $
AT COST At beginning of the fnancial period Additions Foreign exchange efects At end of the fnancial period ACCUMULATED AMORTISATION At beginning of the fnancial period Amortisation expenses Foreign exchange efects At end of the fnancial period ACCUMULATED IMPAIRMENT LOSSES At beginning of the fnancial period Foreign exchange efects At end of the fnancial period CARRYING AMOUNT
	19,554,423 19,554,272
	181,655 297,510
	2,568,216 (297,359)
	22,304,294 19,554,423
	7,382,047 5,531,879
	1,060,536 1,969,851
	1,025,253 (119,683)
	9,467,836 7,382,047
	9,889,303 10,041,786
	1,297,954 (152,483)
	11,187,257 9,889,303
	1,649,201 2,283,073

Included in intangible assets are website development and intellectual property such as trademarks and patents. A breakdown of these is as follows:

Website development costs Trademark, patents, and software CARRYING AMOUNT	470,449 289,087
	1,178,752 1,993,986
	1,649,201 2,283,073

11

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

7. DEVELOPMENT COSTS

As at 31 December 2024, the Group’s development costs consist of the following:

	AS AT 31 DEC 2024 $ AS AT 30 JUNE 2024 $
AT COST At beginning of the fnancial period Additions Foreign exchange efects At end of the fnancial period ACCUMULATED AMORTISATION At beginning of the fnancial period Amortisation expenses Foreign exchange efects At end of the fnancial period CARRYING AMOUNT Included in additions during the fnancial period are:- Staf costs
	2,593,291 977,659
	276,959 1,633,396
	354,561 (17,764)
	3,224,811 2,593,291
	58,879 4,487
	84,796 54,967
	11,674 (575)
	155,349 58,879
	3,069,462 2,534,412
	165,681 1,633,396

The development costs are specifically allocated for the enhancement of portals, apps, and API modifications in both the Travel and B2B reportable segments to support incremental growth, increase system reliability and pursue new business opportunities.

The amortisation on the certain development costs as the software development is only for the completed and commercialised deliverables.

12

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

8. TRADE AND OTHER PAYABLES

	AS AT 31 DEC 2024 $ AS AT 30 JUNE 2024 $
Trade payables Other payables Accruals	3,258,283 2,434,094 134,153 138,588 1,121,451 1,079,196
	4,513,887 3,651,878

Trade payables are non-interest bearing and are normally settled within 30 to 60 days.

9. DEFERRED REVENUE

	AS AT 31 DEC 2024 $ AS AT 30 JUNE 2024 $
Travel B2B Total Reconciliation Opening balance Net additions/(recognised as revenue) Foreign exchange translation efects Closing balance	2,969,269 2,727,119 435,528 416,549 3,404,797 3,143,668 3,143,668 3,536,123 45,924 (395,734) 215,205 3,279 3,404,797 3,143,668

Advance billing to customers gives rise to provisions for unearned revenue in respect of services which have not been rendered as at the end of the reporting period.

10. AMOUNT DUE TO DIRECTORS

The amounts are non-trade in nature, unsecured, 12% interest per annum and repayable within 12 months. The amount

due is to be settled in cash.

13

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

11. ISSUED CAPITAL

	NUMBER $
Ordinary shares issued (net of share issue costs) Reconciliation BALANCE AT 1 JULY 2023 Movements for the period BALANCE AT 30 JUNE 2024 BALANCE AT 1 JULY 2024 Share issue – 25 JULY 2024[a] Share issue costs BALANCE AT 31 DECEMBER 2024	780,252,727 51,565,436
	651,210,683 48,636,682 87,512,736 1,921,046
	738,723,419 50,557,728
	738,723,419 50,557,728 41,529,308 1,038,233 - (30,525)
	780,252,727 51,565,436

[a] On 25 July 2024, the 41,529,038 fully paid ordinary shares at an issue price at $0.025 successfully completed a capital raising of $1,038,233. The Placement is being undertaken within the Company’s existing placement capacity pursuant to ASX Listing Rule 7.1 and 7.1A.

Dividends

No dividends were paid or proposed during the period ended 31 December 2024 (30 June 2024: $nil).

14

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

12. RELATED PARTY TRANSACTIONS

In addition to the transactions and balances detailed elsewhere in the financial statements, the Group had the following transactions with related parties during the financial period:-

	HALF YEAR ENDED	HALF YEAR ENDED
	31 DEC 2024	31 DEC 2023
	$	$
Transactions with the directors:
Conversion of a loan into share capital	400,000		-
Interest expenses	35,260		-

13. SIGNIFICANT EVENTS AFTER BALANCE DATE

On 6 February 2025, the Company successfully raised $3,658,774 (before costs) following completion of a partially underwritten non-renounceable, pro rata entitlement offer and issued 731,754,813 fully paid ordinary shares in the Company.

Except for the events described above, there were no matters or circumstances arising since the end of the reporting period that have significantly affected, or may significantly affect the operations of the Group or the state of affairs of the Group in the financial period subsequent to 31 December 2024.

14. PRIOR YEAR ADJUSTMENT

Due to the incorrect accounting treatment in prior years regarding revenue recognition, these had resulted in errors in the financial statements. Management has assessed the accounting for transactions relating to a billing error which occurred under the previous management team. The procedures identified that a significant reduction in revenue during the current period occurred after a deferred credit was applied to an invoice which had just been issued. As a result, management determined that the deferred credit should have been recorded in the prior period. These errors have been corrected by restating each of the affected financial statement’ items for the prior periods as follows:

Consolidated Statement of Financial Position (extract)

Trade and other receivables Reserves Accumulated losses	30 JUNE 2024 Adjustment Restated 30 JUNE 2024
	1,360,395 (422,636) 937,759
	(2,860,247) (1,511) (2,861,758)
	(47,778,226) (421,125) (48,199,351)

15

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

14. PRIOR YEAR ADJUSTMENT (CONTINUED)

Consolidated Statement of Profit or Loss and Other Comprehensive Income (extract)

Revenue Total other comprehensive loss, net of tax Total comprehensive income for the period	31 DECEMBER 2023 Adjsutment Restated 31 DECEMBER 2023
	7,472,305 421,125 7,051,180
	58,543 (1,511) 57,032
	66,577 (422,636) (356,059)

15. COMMITMENTS AND CONTINGENCIES

At the date of this report, there does not exist:

• a. any charge on the assets of the Group which has arisen since the end of the financial period which secures the liabilities of any other person; or

• b. any contingent liability of the Group which has arisen since the end of the financial year.

As at balance date, the Company is not aware of any contingent liabilities which should be disclosed in the consolidated financial statements.

16. SEGMENT REPORTING

AASB 8 Operating Segments requires operating segments to be identified on the basis of internal reports about the components of the Group that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segment and to assess its performance.

The Group’s operating segments have been determined with reference to the monthly management accounts used by the chief operating decision maker to make decisions regarding the Group’s operations and allocation of working capital. Due to the size and nature of the Group, the Board as a whole has been determined as the chief operating decision maker.

The chief operating decision makers have been reviewing operations and making decisions based on the supply and provision of telecommunications and solutions as two operating units. Assets, liabilities, income and expenses which are common and cannot be meaningfully allocated to the reportable segments are presented under unallocated items. Internal management accounts are consequently prepared on this basis.

16

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

16. SEGMENT REPORTING – CONTINUED

Segment and group revenue Segment and group cost of sales Other income and forex gains Administration and operating expenses Depreciation and amortisation Income tax expense Group (loss)/proft for the period Net cash fow (used in)/from operating activities Net cash fow used in investing activities Net cash fow from fnancing activities Net cash infow/(outfow)	HALF-YEAR ENDED 31 DEC 2024 HALF-YEAR ENDED 31 DEC 2023 (RESTATED)
	TRAVEL $ B2B $ UNALLO- CATED $ TOTAL $ TRAVEL $ B2B $ UNALLO- CATED $ TOTAL $
	6,877,197 703,622 - 7,580,819 6,163,800 887,380 - 7,051,180 (3,251,762) (273,256) - (3,525,018) (2,311,534) (279,190) - (2,590,724) - - 121,283 121,283 - - (22,303) (22,303) - - (5,148,581) (5,148,581) - - (3,833,186) (3,833,186) - - (1,151,210) (1,151,210) - - (1,018,058) (1,018,058) - - (480) (480) - - - -
	3,625,435 430,366 (6,178,988) (2,123,187) 3,852,266 608,190 (4,873,547) (413,091)
	- - (851,804) (851,804) - - 5,728 5,728 - - (503,044) (503,044) - - (863,875) (863,875) - - 2,107,708 2,107,708 - - 400,000 400,000
	- - 752,860 752,860 - - (458,147) (458,147)

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

16. SEGMENT REPORTING – CONTINUED

Assets

Liabilities

	AS AT 31	DEC 2024			AS AT 30	JUN 2024
					(RESTATED)
		UNALLOCA				UNALLOCA
TRAVEL	B2B	TED	TOTAL	TRAVEL	B2B	TED	TOTAL
$	$	$	$	$	$	$	$
1,390,114	143,601	6,434,816	7,968,531	769,524	168,235	5,754,406	6,692,165
4,241,346	272,541	4,926,742	9,440,629	2,952,504	699,371	3,543,671	7,195,546

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DIRECTORS’ DECLARATION

In the opinion of the Directors of the Company:

1. The attached financial statements and notes thereto are in accordance with the Corporations Act 2001

including:

• a. complying with Australian Accounting Standard 134 Interim Financial Reporting, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and

• b. giving a true and fair view of the Group’s financial position as at 31 December 2024 and of its performance for the half-year then ended; and

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

This declaration is signed in accordance with a resolution of the Board of Directors made pursuant to Section.303(5) of the Corporations Act 2001.

On behalf of the Board

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Jefrey Ong

Executive Director

Signed on this 28[th] February 2025

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FLEXIROAM LIMITED

INDEPENDENT AUDITOR’S REVIEW REPORT

To the members of FlexiRoam Limited

To the members of Flexiroam Limited Conclusion

We have reviewed the accompanying half-year consolidated financial report of FlexiRoam Limited (“the Company”) and its controlled entities (“the Group”) which comprises the consolidated statement of financial position as at 31 December 2024, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the half-year ended on that date and notes to the financial statements, including material accounting policy information, and the directors’ declaration.

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In.Corp Audit & Assurance Pty Ltd ABN 14 129 769 151

Level 1 6-10 O’Connell Street SYDNEY NSW 2000

Suite 11, Level 1 4 Ventnor Avenue WEST PERTH WA 6005

GPO BOX 542 SYDNEY NSW 2001

T +61 2 8999 1199 E team@incorpadvisory.au W incorpadvisory.au

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

• a) giving a true and fair view of the Group’s financial position as at 31 December 2024 and of its financial performance for the half-year ended; and

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

Basis for Conclusion

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

We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of the Company.

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Liability limited by a scheme approved under Professional Standards Legislation

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FLEXIROAM LIMITED

INDEPENDENT AUDITOR’S REVIEW REPORT (continued)

Material Uncertainty Related to Going Concern

We draw attention to Note 1 to the financial statements, which indicates that the Group incurred a loss after income tax for the half-year to 31 December 2024 of $2,123,187 and as at that date the Group’s total liabilities exceeded its total assets by $1,472,098.

As stated in Note 1, these events and conditions along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast doubt on the ability of the Group to continue as a going concern. Our conclusion is not modified in respect of this matter.

Responsibilities of the Directors for the Half-Year Financial Report

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

Auditor’s Responsibilities for the Review of the Half-Year Financial Report

Our responsibility is to express a conclusion on the half-year financial report based on our review. ASRE 2410 requires us to conclude whether we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including giving a true and fair view of the Group’s financial position as at 31 December 2024 and its performance for the half-year ended on that date and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .

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

In.Corp Audit & Assurance Pty Ltd

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Graham Webb Director 28 February 2025

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CORPORATE INFORMATION

DIRECTORS

COMPANY SECRETARY

REGISTERED OFFICE

PRINCIPAL PLACE OF BUSINESS

AUDITORS

BANKERS

SHARE REGISTRY

Jefrey Ong Tat Seng Koh Chris Burton Wee Keat Chan Nicholas Ong

Kamille Dietrich

Level 5, 126 Phillip Street, Sydney, NSW 2000.

Level 32, 101 Miller Street, North Sydney, NSW 2060.

In.Corp Audit & Assurance Pty Ltd Level 1/6 O’Connell Street, Sydney NSW 2000

National Australia Bank 100 St Georges Terrace, PERTH WA 6000

Automic Level 5, 126 Phillip Street, Sydney NSW 2000

Investor Services 1300 288 664 General Enquiries +61 2 8072 1400

SECURITIES EXCHANGE LISTING

WEBSITE

CONTACT INFORMATION

Flexiroam Limited shares are listed on the Australian Securities Exchange (ASX code: FRX)

www.flexiroam.com

Ph: +61281883919

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