FREELANCER LIMITED - Annual Report 2025

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F R E E L A N C E R L I M I T E D

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INNOVATION GOES TO THE MOON(SHOT).

NASA doesn't just build rockets. They crowdsource the impossible. A $475 million contract just opened the door - and we walked through it. READ MORE P.27

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INDEX

PAGE	CONTENTS
002	Chairman’s Letter
042	Directors’ Report
064	Consolidated Statement of Proft or Loss and Other Comprehensive Income
065	Consolidated Statement of Financial Position
066	Consolidated Statement of Changes in Equity
067	Consolidated Statement of Cash Flows
068	Notes to the Financial Statements
110	Directors’ Declaration
111	Independent Auditor’s Report
116	Additional ASX Information
118	Corporate Directory

001

CHAIRMAN'S LETTER

FREELANCER LIMITED ANNUAL REPORT 2025

FREELANCER LIMITED ANNUAL REPORT

FREELANCER ESCROW .COM

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CHAIRMAN'S LETTER

Dear Shareholders,

FY25 was a defining year for Freelancer Limited, one that marked our return to profitability and validated the strategic discipline we committed to over the past two years. I am pleased to report that your Company delivered an all-time record Net Profit After Tax of $2.2 million and an all-time record operating profit of $2.0 million, representing a substantial turnaround from the prior year's loss of $0.8 million.

A YEAR OF PROGRESS

The Group delivered revenue of $55.3 million for FY25, an increase of 4.1% on the prior year. Gross profit grew 8.5% to $45.3 million, with gross margin expanding to 85.2%, reflecting improved monetisation and a more favourable product mix. We generated operating cash flow of $7.7 million, up 33% on FY24, and ended the year with $22.9 million in cash and no external debt.

These results are the product of sustained focus across three areas: marketplace growth and quality, product and platform innovation, and financial discipline.

OUR MARKETPLACE

Our global marketplace continued to expand, reaching 87.5 million registered users and 25.3 million total jobs posted. More importantly, we saw a meaningful shift toward higher-value work.

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AVERAGE PROJECT SIZE ROSE 19.4% TO US$413, MARKETPLACE LIQUIDITY STRENGTHENED WITH 54 BIDS PER PROJECT, AND CONTEST ENTRIES PER LISTING SURGED OVER 50%. THESE ARE SIGNS OF A HEALTHY, DEEPENING MARKETPLACE.

AI-related projects are now contributing around 5% of total marketplace volume, creating new categories of work while simultaneously making our freelancers more productive. We view this as a powerful validation of our long-held conviction that AI enhances human capability rather than replacing it.

On the product front, we launched client-initiated audio and video calling, rolled out a revamped messaging experience, and automated our project review process using AI, driving a roughly 10% improvement in key financial conversion metrics. We also introduced Prototyper, our AI-powered collaborative whiteboard, which lets clients and freelancers move from concept to interactive prototype without writing a line of code.

ESCROW.COM

Escrow.com delivered another outstanding year, achieving all-time record revenue of $12.3 million, up 18.8% on FY24, and completing its fifth consecutive year of profitability. The domain name segment remained a pillar, with .AI domain sales nearly tripling to $27.1 million. The business is expanding into new verticals including B2B electronics, luxury goods, and automotive, while its e-commerce partnership positions it for significant merchant adoption in the year ahead.

LOADSHIFT

Loadshift reached an important milestone, delivering its first full year of profitability. Revenue grew 12.4%, GMV increased 7.7%, and the business recorded consecutive all-time record quarters in 3Q25 and 4Q25. With over 800 million kilometres of freight posted and continued investment in platform capabilities including in-app calling and real-time GPS tracking, Loadshift is cementing its position as Australia's largest heavy haulage freight marketplace.

ENTERPRISE AND INNOVATION

Our Enterprise division expanded its client base and operational footprint, launching a Bengaluru office and Concierge services for premium customers. Our innovation programs continued to deliver, with Freelancer jointly awarded NASA's 10-year, US$475 million NOIS3 contract. The innovation program has now expanded beyond NASA to include the United Nations, and a corporate program will launch in early FY26.

ARTIFICIAL INTELLIGENCE AND THE FUTURE OF WORK

AI continues to reshape the global economy, and Freelancer sits at the intersection of human talent and machine capability. We are not building AI to replace our workforce, we are equipping our freelancers with AI tools that make them faster, more capable, and more competitive. The surge in demand for AI agent development throughout 2025 proves that this technology is creating entirely new avenues for human employment, and we intend to be the global hub for this work.

OUTLOOK

We enter FY26 with confidence. The AI transformation benefits Freelancer in many ways: lifting the skill of freelancers, lifting marketplace liquidity (in what is already the most liquid online services marketplace in the world), opening up new categories of work, filling the training and data collection needs of enterprises building AI technology, delivering more value to clients for each dollar spent, and massively ramping the complexity and sophistication of work we can complete through our platform.

For Escrow.com in FY26, our sales and high value transaction pipeline has never been stronger. Our support is now 24x7, and we have a slew of integrations with platforms & merchants that are coming into fruition during the year. Escrow is also entering its sixth year of sustained profitability.

Similarly, Loadshift is entering a marquee year, having achieved maiden profitability in FY25. Looking forward to FY26 with the fuel crisis in Australia due to the Iran War, we expect shippers to come to our service to cut costs, as well as drivers seeking loads so they don’t run empty, and this is certainly what we have seen so far through the entirety of 1Q26.

Our group businesses typically thrive in economic adversity: businesses seek to cut costs and find more effective ways through our marketplaces, freelancers and drivers see more work through our platforms, and organisations all around the world need fast, secure payments as new markets are sought and supply chains reorganise in an increasingly uncertain world.

All the while we plan to maintain a disciplined approach to cost and capital allocation, with the objective of delivering consistent operating profit of at least $500,000 per month. Last year we made substantial progress there achieving an all-time record $2.2m in NPAT across the group.

While the broader economic environment remains uncertain, the long term structural drivers underpinning our businesses remain firmly in place. Volatility, for us, is not a headwind, it is a structural tailwind. The Board is confident that your Company is well positioned to deliver sustainable growth and long term value.

On behalf of the Board, I thank our team for their commitment and execution throughout the year. I also thank our users, customers, and partners for their continued trust in our platform. And to our shareholders, thank you for your ongoing support as we continue to build a global leader in marketplace and payments technology.

Yours sincerely,

Matt Barrie

Chief Executive & Chairman Freelancer Limited 26 March 2025

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FREELANCER.COM

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2025

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FREELANCER.COM

ABOUT FREELANCER

WHO WE ARE

WHERE WE STARTED

Freelancer.com is one of the world’s largest freelancing and crowdsourcing marketplaces, connecting businesses with talent across every skill, every industry, and every timezone on earth.

Freelancer.com launched in 2009 with a

straightforward conviction: talent is everywhere, but opportunity isn’t. Brilliant people with real skill and real ambition were stuck behind borders, zip codes, and systems that didn’t care how good they were. Ideas were stalling because the person with the vision couldn’t find the right person with the capability. We set out to close that gap.

We exist because ambition deserves execution. Not excuses. Not gatekeepers. Not “maybe someday.” The best person for the job rarely lives next door, and that shouldn’t matter. We built the platform to make sure it doesn’t.

That conviction built one of the largest freelancing platforms on the planet. And while the world has caught up (remote work is no longer radical, global hiring is no longer a novelty) the harder question remains: who actually makes it work at scale, with trust, and with real outcomes? That’s the question we show up to answer every day.

Today, Freelancer.com connects over 87 million users across 247 regions, spanning more than 2,700 skill categories. Software development, design, engineering, writing, data science, and far beyond. Every day, businesses of every size come here to find the talent that moves them forward. And every day, skilled professionals come here to find work that’s worth doing.

OUR PROMISE

TO OUR SHAREHOLDERS

To the businesses we serve: the right person exists, and you’ll find them here. Faster, wider, and with more confidence than anywhere else.

Freelancer.com matches ambition with talent to make it real, at a scale, reach, and conviction that no other platform on earth can match.

To the talent on our platform: the opportunity is real. Your skill, your ambition, your future. This is where you build it.

FY25 RESULTS OVERVIEW

All-time Record Net Profit After Tax (NPAT)

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Group GMV
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$ MILLION 2.2 MILLION All-time Record Operating Profit $ MILLION 2.0 MILLION

881.5 Group revenue

$ $

All-time Record Operating Profit (excl. unrealised FX)

55.3

New users onboarded

7.32

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MILLION
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New projects added to marketplace

666,000

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MARKETPLACE PERFORMANCE

Freelancer is a game-changer for entrepreneurs, small businesses and large organisations. We provide easy access to talented freelancers from around the world, who offer a wide range of services at competitive prices.

reflects the ongoing shift toward higher-value, more complex work across the platform. Marketplace liquidity remained robust, with average bids per project at 54 (up 8.0% on pcp), and contest entries per listing exploding to 761 (up 50.7% on pcp).

In FY25, Freelancer onboarded 7.32 million new users, while 666,000 new projects were added to the marketplace.

Average project size continued its upward momentum to US$413 (up 19.4% on pcp). The sustained expansion in average project size

AVERAGE PROJECT SIZE (USD)

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DURING FY25: +19.4% +8.0% +50.7 % average project size bids per project entries per contest

USER ACQUISITION AND RETENTION

In terms of acquisition, 4Q25 saw a decline in YoY performance driven primarily by a decrease in the SEO channel. This has since been identified as a technical error and rectified, and numbers are rapidly returning to their previous levels. Volume from SEM non-brand is at record levels as of writing this report, while maintaining a relatively stable return on investment.

AI workflows, accelerating productivity, and structurally reducing costs.

This shift is creating a powerful two-sided effect within the marketplace. Alongside a growing breadth of AI-related projects from clients, freelancers are themselves becoming significantly more productive and capable through AI adoption. The resulting uplift in speed, quality, and output reinforces our long-held view that AI represents a structural enhancement to the competitiveness and scalability of our freelance model.

AI-related jobs, while still at an early stage, are beginning to meaningfully contribute to GMV, being now around 5% of total marketplace volume. This new category of work typically involves redesigning operations around

Growth in jobs related to AI over time (GMV in USD)

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AI Development ChatGPT AI (Artificial Intelligence) HW/SW Data Integration
Machine Learning (ML) Artificial Intelligence Other
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STRATEGIC OUTLOOK FOR FY26

ENHANCE MARKETPLACE ENGAGEMENT

EXPAND FINANCIAL SERVICE OFFERINGS

Continued improvements in user experience and matching capabilities to attract, activate, and retain high-quality freelancers and clients.

Broaden and streamline payment methods and financial infrastructure, improving transaction ease, security, and global scalability.

ACCELERATE AI DRIVEN INNOVATION

DRIVE OPERATIONAL EXCELLENCE

Expanded integration of advanced AI solutions across products and services, enabling efficiency, automation, and new opportunities for enterprise growth.

Improve platform reliability and quality to drive customer satisfaction, market leadership, and consistently generate at least $500k in monthly operating profit.

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WHERE AMBITION MEETS EXECUTION

Freelancer is changing lives around the world, creating opportunity for entrepreneurs, small businesses and large organizations alike. Our platform connects you with talented professionals globally, delivering exceptional work at competitive rates.

We empower entrepeneures around the world to achieve more through:

UNMATCHED EXPERTISE

UNSTOPPABLE MOMENTUM

TOTAL CONFIDENCE

Tap into a cloud workforce that operates 24/7 across every time zone, ensuring your projects move forward while you sleep.

Hire with complete peace of mind using our secure Milestone Payments system, ensuring you only pay when you are 100% satisfied with the work.

Access experts across thousands of skill categories, from web development and design to aerospace engineering and generative AI.

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EVAN JOHNSON MADE HIS BOARD GAME 'ZOO KING' A REALITY, KICKEDSTARTED WITH THE HELP OF FREELANCERS.

TODAY, MATT STARKY (@BRIGHTDOCK) EXEMPLIFIES FREELANCE SUCCESS AS A MILLION-DOLLAR FREELANCER, SHARING HIS EXPERTISE WITH THE COMMUNITY.

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DREAMS ARE BEING MADE A REALITY AROUND THE WORLD WITH THE HELP OF FREELANCERS!

Freelancer helps small businesses, startups, entrepreneurs, and large organizations turn that spark of an idea into reality. We provide easy access to talented freelancers from all around the world, who offer a wide range of services at competitive prices.

Our global cloud workforce covers thousands of distinct skill sets, from graphic design and copywriting to advanced software engineering and data science. Instead of navigating a traditional, time-consuming hiring process, our platform lets you post a project in minutes and start receiving competitive bids almost instantly. With secure payments and a transparent review system, clients can hire with total confidence, knowing they have the right experts bringing their vision to life.

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THE INDUSTRY'S MOST TRUSTED...

Freelancer in FY25 was, yet again, the platform businesses trust most in the world of work.

At the heart of our continued global growth is an unwavering commitment to user success. Freelancer proudly remains the #1 freelancing platform in the world for customer satisfaction. This industry-leading position is directly driven by our world-class, 24x7 global support team, who work around the clock to ensure seamless, secure, and successful project outcomes for millions of users. Our dedication to operational excellence and user trust is clearly reflected in our independent, third-party feedback, earning us:

• A 4.4 'Excellent' rating on Trustpilot, backed by 18,431 verified reviews.

• An outstanding 4.7 out of 5 on SiteJabber/ SmartCustomer across 20,075 customer ratings.

• The #1 position for customer satisfaction, consistently maintained against all major freelancing platforms worldwide.

By prioritizing a frictionless user experience, we reinforce our reputation as the most trusted destination for on-demand global talent.

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& AWARD WINNING TALENT PLATFORM

Our technological innovations were again recognised globally in 2025, with Freelancer winning its 13th Webby Award and its 26th Gold Stevie

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PEOPLE'S VOICE WINNER IN WEBSITES AND MOBILE SITES - EMPLOYMENT CATEGORY

BEST BUSINESS TECHNOLOGY PIVOT AT THE INTERNATIONAL BUSINESS AWARDS

The Webby Awards are widely regarded as the "Emmys of the internet" and celebrate excellence in digital innovation. The 2025 edition attracted more than 13,000 entrants, with more than 750,000 people casting votes. Our 13th Webby underscores Freelancer's enduring leadership in the global freelancer and crowdsourcing marketplace.

Our Gold Stevie award recognizes Freelancer’s visionary use of AI to empower global users and execute massive, complex projects for agencies like NASA. Judges praised our 'exceptional global orchestration' and 'unmatched scale,' highlighting our AI pivot as a testament to technical excellence and scalable impact.

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FROM CONCEPT TO CREATION IN MINUTES

Projects remain the cornerstone of the Freelancer experience, connecting businesses with skilled global talent through a highly efficient, user-centric platform. Clients simply post a brief and budget to invite competitive bids. From there, they can confidently select the right professional by reviewing portfolios, verifying past performance, and chatting directly with candidates. By offering flexible hiring models, both fixed-price and hourly; and safeguarded by our secure Milestone Payments system, we deliver exceptional value, transparency, and peace of mind to our clients.

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84%

projects receive bids within 60 seconds

bids on average per project

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A new way for clients to find the freelancer they need! With Services , freelancers can create and sell their own custom services directly on the platform; offering clients a clear, streamlined way to discover what they do best. Alongside this, we launched Freemarket , a dynamic marketplace where clients can browse a wide range of services offered by talented freelancers, making it easier than ever for both parties to connect and collaborate.

READY-TO-DELIVER SERVICES FROM TOP-TIER TALENT.

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IMPROVING COLLABORATION & WORKFLOW

REVAMPED MESSAGING EXPERIENCE

We rolled out a revamped messaging UI across the platform to further enhance the user experience, By investing in a seamless, enterprise-grade chat experience, we are driving higher daily engagement, boosting user retention, and laying the groundwork for further platform improvements in the year ahead.

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ON-PLATFORM CALLING

We successfully launched client-initiated audio and video calling within the marketplace pre-award. Access to this functionality is initially restricted to our highest-tier supplyside membership and has driven a modest increase in subscriptions to this tier. As a frequently requested capability among clients, we expect the feature to support improved demand-side retention over time.

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STREAMLINING PROJECT POSTING

Additionally, we automated our project review process using AI. Removing the delay associated with human reviews in this critical step of our client experience increased key financial conversion metrics like award and milestone rates by around 10%, whilst preserving decision quality.

Our focus in 1Q26 will be continuing to introduce AI into the primary job-posting funnel to more efficiently match talent and counter the impact of AI-enhanced bid spam. Additionally, we will be improving our payments infrastructure (particularly in India).

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REINVENTING WORK IN THE AI REVOLUTIONFREELANCER.COM

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FREELANCER.COM FREELANCER LIMITED ANNUAL REPORT 2025
INTRODUCING
PROTOTYPER
PROTOTYPER SWAPS
LENGTHY TEXT BRIEFS FOR
VISUAL COLLABORATION, We recently launched whiteboard that enables clients and freelancers to prototype ideas Prototyper , our new AI-powered collaborative
LETTING CLIENTS SHOW together in real time. Users start with a blank canvas, sketch out concepts
using intuitive whiteboard tools: sticky notes, annotations, images,
RATHER THAN TELL; GIVING and more; and then with a single click of the "Make It Real" button, AI transforms their wireframes into clickable, interactive prototypes with no
INSTANT CLARITY. coding required. We aim to see improvements in conversion and project
outcomes as adoption scales across the platform.
18
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REINVENTING WORK IN THE AI REVOLUTION

Artificial intelligence continues to be a transformative force globally in how we work, as enterprises worldwide embraced this groundbreaking technology at scale. With the world’s largest online human workforce, Freelancer is uniquely positioned to lead this seismic shift in service delivery.

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While the AI-driven fifth industrial revolution is reshaping the global economy, Freelancer’s core focus remains exactly what it has always been: providing real jobs for real people. We view AI not as a replacement for human talent, but as an essential co-pilot that helps our global workforce work smarter, faster, and more creatively.

The Premier Destination for AI Agent Development

The massive surge in demand for AI engineering and development throughout 2025 proves that AI is creating entirely new avenues for human employment. In 2026, we are aggressively scaling our support and platform capabilities to cement Freelancer as the global hub for AI agent development. By fostering an ecosystem where AI acts as a tool to amplify human talent rather than a substitute for it, we are actively unlocking unprecedented value and job growth for our global community.

FY25 was a defining year in putting this philosophy into practice. We drove significant strategic advancements by embedding AI deeply into our platform as a tool to support our users. This focus yielded measurable results across marketplace integration, our contests platform, enterprise AI services, and strategic ecosystem partnerships. By equipping our freelancers with cutting-edge AI tools, we are fundamentally elevating their productivity, skill liquidity, and project quality.

OUR FOCUS CONTINUES ON LEVERAGING AI ACROSS OUR PLATFORM DELIVERED MEASURABLE OUTCOMES

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THE WORLD’S LARGEST CROWDSOURCING MARKETPLACE

Freelancer Enterprise empowers enterprise clients with immediate access to a curated pool of exceptional, on-demand talent drawn from the largest cloud workforce globally.

The Enterprise division expanded its client base and operational infrastructure throughout FY25, launching Concierge services for premium customers and establishing a Bengaluru office to drive sales and operations across the region. Engagements spanned technology, business services, financial services, and education verticals across the Americas, Europe, Middle East, Africa, and Asia-Pacific. In FY26, the division will focus on powering large-scale freelancer deployments, drawing on the platform's unmatched geographic reach and breadth of skills.

2026 marks a pivotal year of growth for our Enterprise division. Our strategy is clear: expand our AI offerings, scale our field services, and deepen our government partnerships worldwide. To capitalize on a robust pipeline of top-tier enterprise and public sector opportunities, we’ve fortified our sales and operations teams. These strategic investments ensure swift deal conversion and unparalleled value for our clients and stakeholders.

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FREELANCER ENTERPRISE FREELANCER LIMITED ANNUAL REPORT 2025 FREELANCER LIMITED ANNUAL REPORT FREELANCER ENTERPRISE
SCALING
GOVERNMENT
GLOBAL IMPACT
PARTNERSHIPS
EMPOWERING
GLOBAL TALENT
A standout achievement within our Government division over the past
year was the successful execution of The Bahrain Freelancer Accelerator
in collaboration with Tamkeen. As the program reached its culminating
stages, we witnessed firsthand the transformative power of our platform
when paired with dedicated public sector investment.
Having built portfolios and platform reputation, these individuals are
now transitioning into fully independent, self-sustaining freelancers. This
successful deployment not only validates our current government strategy
but also serves as a highly scalable blueprint for similar international
partnerships as we move through 2026.
ACCELERATING MAJOR
FOUNDATIONAL MODEL DEVELOPMENT
Generative AI work continued throughout the year, with current projects including AI
response evaluation across English and Japanese, multilingual audio transcription spanning
26 languages, Hebrew image annotation, large-scale image data collection, and voice-over
projects for AI training. Field Services secured multiple enterprise clients following a six-city
roadshow in India, and live field delivery commenced in Kolkata during 4Q25, supporting
a major global technology company. The priority for FY26 is scaling delivery volumes,
converting the enterprise pipeline and scaling into North American markets.
175K+ 52 50K+
freelancers mobilized languages total hours
for AI training supported worked
022 023
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FREELANCER ENTERPRISE

POWERING ENTERPRISE FIELD SERVICES. ANYWHERE, ANYTIME.

Access a global network of millions of freelancers to eliminate coverage gaps, provide surge capability, reduce fixed costs, and ensure service excellence anywhere, anytime.

Our operations span 48 cities across five countries, delivering comprehensive technical support services from monitor replacements and laptop repairs to printer installations. With a proven track record of more than 90,000 successfully completed service requests, we continue to expand both our geographical reach and technical capabilities.

We also enhanced our enterprise positioning through the launch of an updated Field Services landing page, providing a clearer showcase of our capabilities and improving inbound demand from global technology companies seeking flexible service delivery models.

Throughout the year, we continued supporting large technology partners through device repair, replacement programs, and technical deployments, while maintaining the ability to scale operations rapidly during peak demand periods.

Looking ahead to FY26, our focus will be on expanding our global sales network, building regional enterprise partnerships, and accelerating client acquisition across North America, Europe, and Asia. This investment will enable us to convert our growing enterprise pipeline and scale service volumes across the Freelancer Global Fleet platform.

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During FY25, we strengthened our global field service infrastructure with the launch of a Bengaluru office, enabling us to support enterprise demand and operational delivery across India. The team has already secured early enterprise engagements and is advancing a strong pipeline of opportunities.

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Johor
Balaraga
MALAYSIA Jakarta
Selangor
Pahang
INDONESIA
Tangerang
Serang
Depok Bogor Delhi
Woolner
Bendigo
Hervey Bay
Lucknow
Brisbane Vadodara
Bharuch
AUSTRALIA
Wodonga Ahmedabad Jamshedpur
Wollongong INDIA Kolkata
Surat
Auckland Bhubaneswar
Pune Vizag
Ballarat Warragul Mumbai Bangalore
Hyderabad
Geelong NEW ZEALAND
Chennai
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EMPOWERING ORGANISATIONS WITH GLOBAL INNOVATION

FREELANCER WAS JOINTLY AWARDED NASA'S 10-YEAR, US$475M NOIS3 CONTRACT

As a prime vendor, NASA invited Freelancer to join NASA Johnson Space Centre’s Joint Leadership Team. Programs delivered included genome editor delivery research for NIH, Orion spacecraft software testing, lunar south pole navigation concepts, and the Artemis II zero-gravity indicator – with the winning design to fly on the next crewed lunar mission. The innovation program has now expanded beyond NASA to include the United Nations, launching a challenge focused on underwater explosive ordnance clearance for the UN Development Programme's Crisis Bureau. A corporate program will launch in 1Q26.

A Moonshot isn't just an ambitious goal. It's a fundamentally different approach to solving impossible problems. Unleashing the power of global genius, where 80 million minds converge to solve humanity's greatest challenges

Freelancer maintained its position as a leader in Innovation Challenges. During FY25 we opened the successful innovation program developed with NASA to new organisations, including the United Nations. Freelancer launched an innovation challenge focused on underwater explosive ordnance to support the United Nations Development Fund’s Crisis Bureau. Freelancer’s Director of Innovation presented internationally about the innovation program. R&D Today featured Freelancer’s innovation work in their People Factor series. Freelancer worked on the following US-government initiatives:

National Institutes of Health (NIH) TARGETED Genome Editor Delivery
NASA MC/DC Analysis Orion spacecraft software testing
NASA Lunar South Pole Navigation
National Institutes of Health (NIH) Sharing Index for data sharing in health research
NASA sustainable business model development for small businesses
Bureau of Reclamation PFAS Water Detection
NASA Artemis II Zero-Gravity Indicator (ZGI) Design.

>20K 9.3K 141 breakthrough solutions participating countries created by freelancers innovators

breakthrough solutions created by freelancers

countries engaged

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Powering the world's commerce.

Our secure transaction framework ensures buyers can inspect and sellers can deliver assets before capital is exchanged. This commitment to operational integrity has secured over US$8 billion in cumulative transactions, underscoring our model's proven scalability and deep market trust.

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STRATEGIC MOMENTUM LEADS TO SOLID GROWTHESCROW

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ESCROW

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Strategic momentum leads to solid growth

Service improvement

Following our transition to 24/7 customer support, Escrow.com has sharpened its focus on operational efficiency and resolving key customer pain points.

In 2026, this momentum continues. We're investing in workflow simplification to improve both staff experience and platform usability, while expanding our global account management team to extend specialized transaction support hours. Together, these initiatives are designed to meet growing transaction volumes with faster, more reliable service.

We in the process of migrating the front-end of Escrow.com to the Freelancer technology stack. This will provide a range of modern features and accelerate synergies between the three businesses. It’s anticipated that in 2Q26 this will start to go live in production.

In FY25, we continued to see significant milestones that underscore our commitment to growth, innovation, and customer satisfaction.

Escrow.com reported Gross Payment Volume (GPV) of $195.8 million in 4Q25 (up 3.8% pcp). Full-year 2025 GPV came in at $760.4 million (down 8.2% pcp) primarily due to the lapping of a large IPv4 transaction in 2024 and softer volume in automotive and IP addresses. Revenue for full-year 2025 was $12.3 million (up 18.8% pcp). Escrow completed its fifth consecutive year of profitability.

Building on the current momentum, we look to continue investing in product features and service levels in 2026 to drive growth.

$300m

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$200m
$100m
$0
18.8% 3.8 %
revenue increase gross payment volume
during FY25 during FY25
2000 Q2 2001 Q2 2002 Q2 2003 Q2 2004 Q2 2005 Q2 2006 Q2 2007 Q2 2008 Q2 2009 Q2 2010 Q2 2011 Q2 2012 Q2 2013 Q2 2014 Q2 2015 Q2 2016 Q2 2017 Q2 2018 Q2 2019 Q2 2020 Q2 2021 Q2 2022 Q2 2023 Q2 2024 Q2 2025 Q2
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E-commerce

Escrow.com is positioned for strong sustainable growth with its e-commerce partnership in 2026. With the addition of a formalized GTM strategy focused around driving initial adoption through both outbounding and inbounding mechanisms, Escrow. com is aiming to achieve a significant milestone in merchant adoption in 2026.

To support this expansion, we are growing our merchant acquisition team with dedicated GTM resources to build the pipeline, activate merchants, and support our partner network to drive growth and business activity with our partners through strong post-activation enablement.

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ESCROW

FREELANCER LIMITED ANNUAL REPORT

2025

FREELANCER LIMITED ANNUAL REPORT

ESCROW

Domain names remain a pillar

Domain name volume in 4Q25 was US$102.5M (up 11.1% pcp), an increase of 7.3% over 3Q25. Valuations are steadily rising as businesses increasingly see their domain name as a vital core asset for their success. AI continues to be a segment driver for new investment.

In 2026 Escrow.com will build on the strong momentum from 2025, and continue to elevate service for partners and collaborate with the industry. Domain names will continue to be a major focus for product initiatives in 2026 as we further our brand promise of being the most trusted and premier platform for conducting domain name transactions.

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The Escrow.com team presented the Master of Domains Awards on the main stage of NamesCon 2025 – the world's largest conference for domain investing. The Miami presentation provided a significant boost to brand awareness among those working in this pivotal industry.

.AI domain sales nearly tripled to $27.1 million across the year, a 189% increase over 2024's $9.4 million

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ESCROW

FREELANCER LIMITED ANNUAL REPORT

2025

FREELANCER LIMITED ANNUAL REPORT

ESCROW

Key partnerships

During FY25 partnerships have increased Escrow.com's visibility and reputation globally. Multiple US-based businesses which have adopted our payment systems have also collaborated on successful earned and social media campaigns.

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Escrow.com safeguards funds on every watch purchase

A vetted, invitation-only B2B trading platform that connects leading global dealers in luxury watches, fine jewelry, and designer handbags;

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Escrow.com ensures the safety of startup acquisitions

As soon as a letter of intent or an asset purchase agreement is signed, Escrow.com ensures the acquisition deal proceeds safely and smoothly for both parties.

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Escrow.com secures stress free travel

We’ve welcomed aboard Juurnee as a new Escrow partner, and now their customers can use our industry-leading platform to pay with greater confidence.

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Escrow.com enables trading of oil, gas and mineral rights online

In a world first, Escrow.com enabled Energy Domain to complete sales of non-operated mineral rights online, transforming a centuries old business into an online marketplace.

New verticals

Escrow.com is capturing new market share across high-stakes B2B electronics, luxury, and automotive verticals. With major enterprise deals progressing, we are poised for significant volume and scale in 2026.

Escrow.com continues to see strong interest from digital asset marketplaces seeking trust, fraud protection and seamless cross-border transactions. Noticeable partnerships include Dynadot & Connexly, market leaders in domain and IPv4 transactions respectively. We will continue investing in new vertical expansion in 2026 to both grow and diversify revenue.

Escrow.com is actively targeting B2B electronics marketplaces and broker networks, where trust, fraud protection, and seamless cross-border payments are critical. Key broker marketplaces now offering Escrow.com payments through integrated and non-integrated solutions include BrokerBin, the world's largest B2B electronics database; The Broker Site, a second-hand electronics marketplace powering the circular economy; BrokerForum, an electronic parts marketplace; and TradeLoop, a wholesale marketplace for used electronics.

Multiple partners are actively completing integration work, reflecting strong market demand for secure payment solutions.

These developments position Escrow.com to become the market leader in secondary B2B electronics transactions.

A premier luxury goods marketplace is in the advanced stages of integration and set to launch soon. By entering this high-value segment, Escrow.com strengthens its role in delivering secure, efficient, and trusted transactions for luxury buyers and sellers worldwide.

2025 brought engagements with major enterprise brands, deals that promise significant scale and volume for the business. These enterprise opportunities follow longer timelines, positioning us for continued progress and opportunity in 2026.

The automotive sector demonstrated ongoing interest, with active conversations toward integrations and partnerships.

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LOADSHIFT FREELANCER LIMITED ANNUAL REPORT

2025

FREELANCER LIMITED ANNUAL REPORT

LOADSHIFT

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Australia’s largest heavy haulage network

From luxury vehicles to mining equipment, Loadshift delivers comprehensive freight solutions throughout the entire continent. With 17+ years of industry leadership, we've built Australia's most extensive transport network, connecting businesses to 40,000+ carriers nationwide.

Our expansive coverage ensures reliable service for virtually every industry, creating measurable cost and time efficiencies for partners from coast to coast.

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LOADSHIFT

FREELANCER LIMITED ANNUAL REPORT

2025

LOADSHIFT

Over 800 million kilometers of freight posted

Loadshift delivered a record performance across FY25, achieving its strongest operational and financial results to date. Revenue and GMV increased year on year, supported by improved marketplace efficiency, stronger conversion, and continued platform innovation.

Loadshift is Australia’s largest heavy haulage freight marketplace, delivering a single digital platform that connects freight owners directly with a nationwide network of verified carriers. Its intelligent matching engine secures the right capacity at competitive rates for everything from palletised goods to oversized industrial equipment, eliminating broker margins and legacy inefficiencies. The platform provides end to end visibility with real time tracking, integrated communications and seamless transaction management, cutting costs and boosting reliability for shippers while giving carriers a steady flow of quality loads, higher asset utilisation and faster payments across metropolitan, regional and remote routes.

12.4% 7.7% 15.3% increase in revenue gross record quarterly revenue marketplace value consecutively in 3Q25 & 4Q25 2.6% 7.1% 7.4% increase in load total jobs delivered loads award rate awarded

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200/180 Pump, moved from Canning Vale WA to Kambalda East WA
Ford ranger, moved from
Narrabri NSW to Guildford NSW Forklift, moved from Woleebee QLD to Williamtown NSW
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54T Drill Rig, moved from Brockman mine site to Forrestfield
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FREELANCER LIMITED ANNUAL REPORT

2025

FREELANCER LIMITED ANNUAL REPORT

Group profitability and cash flows

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premises, classified as finance costs under AASB16 Leases.

The Company reported NPAT of $2.2 million in FY25

versus FY24 of $(0.8) million. NPAT is inclusive of a $1.5 million unrealised foreign exchange (FX) gain, primarily arising from the revaluation of foreign denominated assets and liabilities following a 7.6% appreciation in the AUD/USD during FY25.

As at 31 December 2025, the Company held $22.9 million in cash and equivalents and remained debt-free, down 11.9% from 30 June 2025.

The outflows included $1.73 million relating to the acquisition of additional shares in Loadshift Holdings Pty Ltd, increasing the Group’s ownership to 73.4%. This transaction reduced the non-controlling interest and is classified as a financing activity in the consolidated statement of cash flows.

The Company generated positive cash flow of $0.5 million in FY25, versus $0.8 million in FY24. Operating cash flow was $7.7 million in FY25 versus $5.8 million in FY24 (↑33% on pcp).

Financing cash outflows of $6.9 million (FY24: $5.0 million) primarily relate to lease payments for office

Cat 336 Next Gen excavator, moved from Tomago NSW to Bibra Lake WA

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Platform innovation and technology leadership

Loadshift continued to invest in platform capability throughout provides operations teams with real time visibility into activity FY25, delivering product and technology enhancements and key performance metrics. This tool has strengthened designed to improve marketplace efficiency and transaction account management for high volume customers and enables completion rates. A key milestone during the year was the earlier identification of operational bottlenecks before they rollout of in-app audio and video calling, which has evolved into impact service delivery. a reliable communication tool across iOS, Android and web. By Loadshift also commenced development of its real time integrating AI driven quality controls and ongoing performance GPS tracking capability, with the initial internal use mapping tuning, Loadshift has reduced reliance on external phone solution in the final stages of rollout. In parallel, the business systems while improving engagement and execution outcomes introduced an AI powered automated follow up message for across the marketplace.

Loadshift also commenced development of its real time GPS tracking capability, with the initial internal use mapping solution in the final stages of rollout. In parallel, the business introduced an AI powered automated follow up message for jobs that have not received a response within 48 hours, helping to improve responsiveness and conversion. To drive broader adoption of key platform features, Loadshift increased its mobile app install rate from ~40% to ~60% through targeted product improvements, including deep link SMS functionality and improved install prompts across the website.

User experience improvements were also delivered progressively through the year, including interface updates that simplify navigation and reduce friction for both carriers and shippers.

To support the platform’s growing enterprise customer base, Loadshift launched an enhanced enterprise dashboard that

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DIRECTORS' REPORT

FREELANCER LIMITED ANNUAL REPORT

2025

FREELANCER LIMITED ANNUAL REPORT

Directors’ Report

Your Directors submit the financial report of Freelancer Limited (Group or the Company) for the year ended 31 December 2025. In order to comply with the provisions of the Corporations Act 2001, the Directors report as follows.

The names and particulars of the directors of the Company during or since the end of the financial year (Directors) are:

Matt Barrie

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Executive Chairman

(appointed 10 February 2010)

BE (Hons I) BSc (Hons I) Syd. GDipAppFin MAppFin HonDlitt Macq.

MSEE (Stanford) GAICD FIEAust

Founder and Executive Chairman of the Company.

Serial entrepreneur with extensive experience and knowledge in the technology sector. Previously co-founded and was CEO of Sensory Networks Inc., a vendor of high performance network security processors, which was acquired by Intel Corporation Inc. in 2013.
Formerly Adjunct Associate Professor at the Department of Electrical and Information Engineering at the University of Sydney. Co-author of over 20 US patent applications.
Qualifications include first class honours degrees in Electrical Engineering and Computer Science from the University of Sydney, Masters in Applied Finance from Macquarie University, Masters in Electrical Engineering from Stanford, California, Graduate of the Stanford Executive Program at the Graduate School of Business, Fellow of the Institute of Engineers Australia and Councillor of the Electrical and Information Engineering Foundation at the University of Sydney.
Beneficial interest in 202,486,087 fully paid ordinary shares (representing 44.91% of issued capital).

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2024

FREELANCER LIMITED ANNUAL REPORT

Darren Williams

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044
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Non-Executive Director from 1 November 2015.

Executive Director until 31 October 2015 (appointed 10 February 2010)

BSc (Hons I) PhD (Computer Science)

Non-Executive Director of Company. Was the Chief Technology Officer and Executive Director of the Company until 31 October 2015.

• Extensive experience in computer security, protocols, networking and software. Previously co-founded and was CTO (and subsequently CEO) of Sensory Networks Inc., a vendor of high performance network security pro-cessors, which was acquired by Intel Corporation Inc. in 2013.

Previously lectured Computer Science at the University of Sydney. Au-thor of numerous articles, patents and papers relating to security tech-nology, software and networking.
• Qualifications include first class honours degree in Computer Science and a Ph.D. in Computer Science specialising in computer networking from the University of Sydney.
Beneficial and relevant interest in 10,627,165 fully paid ordinary shares (representing 2.36% of issued capital).
• Member of the Nomination and Remuneration Committee and Audit Commit-tee.

Simon Clausen

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Non-Executive Director (appointed 10 February 2010)

Founding investor and Non-Executive Director of the Company.

Extensive experience in operating and investing in high growth technology businesses in both Australia and the United States. Previously founded and was CEO of PC Tools which was acquired by Symantec Corporation in Octo-ber 2008.

Currently the director of Wyvern Ventures, a specialised technology venture fund that actively maintains investments in a number of companies globally. Beneficial interest in 160,500,000 fully paid ordinary shares (representing 35.59% of issued capital).

Member of the Nomination and Remuneration Committee and Audit Commit-tee.

DIRECTORS' REPORT

FREELANCER LIMITED ANNUAL REPORT

2024

FREELANCER LIMITED ANNUAL REPORT

Patrick Grove

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046
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Non-Executive Director (appointed 5 June 2024)

B Comm Syd

Cofounder, Chairman and group CEO of Catcha Group, which has interests in digital businesses.

• Extensive experience in building and growing successful digital businesses in Southeast Asia and beyond. Since founding Catcha Group in 1999, Patrick has built an extensive track record of founding, building, acquiring, listing, and growing both private and public Southeast Asian digital businesses. Today, he is widely recognised as one of the leading entrepreneurs in the region.

Patrick has built a number of successful media and Internet-based businesses in Asia and has been independently recognised with numerous international awards such as a Global Leader of Tomorrow by the World Economic Forum, a New Asian Leader by the World Economic Forum (2003), a Young Entrepreneur of the Year by the Australian Chamber of Commerce, Singapore, a Top Entrepreneur under 40 by Business Week Asia and a Top 50 Global Achiever by Australia Unlimited.

• Cofounder, Executive Chairman of ASX Listed Frontier Digital Ventures

He graduated with a Bachelor of Commerce in Accounting and Finance from the University of Sydney, Australia in 1997.
Member of the Nomination and Remuneration Committee.

Craig Scroggie

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Non-Executive Director (appointed 1 August 2024)

AdvCert IT, GradCertMgmt, PGDipMgmt, MBA, GAICD, FAICD

Chief Executive Officer and Managing Director of NEXTDC, Australia’s leading Data-Centre-as-a Service provider.

Prior to becoming CEO in June 2012, Craig served on the Board of Directors since IPO (2010) as a Non-Executive Director, including as Chairman of the Audit and Risk Management Committee. Mr Scroggie has more than 25 years’ experience in the ICT industry, having held senior positions with Symantec, Veritas Software, Computer Associates, EMC Corporation and Fujitsu. Prior to joining NEXTDC, Mr. Scroggie was Symantec’s Vice President & Managing Director for the Pacific Region.
Serves on the University of Southern Queensland Business School Advisory Board and is Chairman of the La Trobe University Business School Advisory Board and holds the position of Adjunct Professor.
Graduate of the University of Southern Queensland and holds an Advanced Certificate in Information Technology, a Graduate Certificate in Management, a Postgraduate Diploma in Management, a Master of Business Administration; and is a Graduate and Fellow of the Australian Institute of Company Directors.
In 2013 Craig was awarded the University of Southern Queensland Faculty of Business & Law Alumnus of the Year and in 2015 was inducted into the ARN ICT Industry Awards Hall of Fame.

Member of the Audit Committee.

DIRECTORS' REPORT

FREELANCER LIMITED ANNUAL REPORT

2025

FREELANCER LIMITED ANNUAL REPORT

Company Secretary

Review of Operations

Mr Neil Katz held the position of Company Secretary during and at the end of the financial year (appointed 9 March 2012). He has been with the Group since 2009 and is also the Chief Financial Officer.

Principal activities

The principal activity of the consolidated entity (the Group) during the financial year was the provision of an online outsourcing marketplace and escrow payment services.

There were no significant changes in the nature of the principal activities during the financial year.

Key Performance Highlights

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FY25 FY24
Year ended 31 December $m $m % Change
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Financial metrics:
Gross Marketplace Volume1	882	949	-7.1%
Revenue	55.3	53.1	+4.1%
Gross Proft	45.3	41.8	+8.5%
Gross margin (%)	85.2%	81.9%	+4.0%
Operating Proft2	2.0	0.8	+163%
NPAT	2.2	(0.8)	swing +ve
Operating Cash Flow	7.7	5.8	+32%
Net Cash Flow	0.5	0.8	-34%
Operational metrics:
Total Jobs Posted3,4(millions)	25.3	24.4	+4%
Total Registered Users6(millions)	87.5	79.6	+10%

FY25 delivered Gross Marketplace Value (GMV) of $881.5 million (down 7.1% on pcp) and revenue of $55.2 million (up 4.1% on pcp), driven by all-time record revenue in Escrow.com (up 18.8% on pcp) and continued momentum in Freelancer.

The Group achieved a significant turnaround in profitability, recording an all-time record Net Profit After Tax of $2.2 million compared to a loss of $(0.8) million in the prior year, while operating profit more than doubled to an all-time record of $2.0 million

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Freelancer Marketplace

The Freelancer division continues to strengthen its position, with key metrics reflecting a focus on high-value work, innovation, and customer trust. The marketplace onboarded 7.32 million new users in FY25, while the average project size saw a significant increase of 19.4% to US$413, supported by the meaningful contribution of AI-related jobs, now representing around 5% of total marketplace volume.

Strategic product initiatives, including the successful launch of client-initiated audio/video calling and an AIautomated project review process, led to a 10% increase in key financial conversion metrics. Furthermore, the Enterprise division expanded its global reach with a new Bengaluru office and secured high-profile innovation programs, including a 10-year contract with NASA.

Escrow

Notes:

1 Gross Marketplace Volume (GMV) represents the underlying transaction value between third parties which is the basis for Freelancer's revenue, i.e. the value of services performed (Freelancer); goods shipped (Loadshift) or goods / services exchanged (Escrow). GMV is an unaudited metric. Marketplace segment FY24 GMV A$130.5 million (up 1.3% on prior corresponding period), Payments segment GMV A$818.2 million (down 7.9% on prior corresponding period).
² Operating profit adjusted for non-cash unrealized FX losses, non-AASB16 depreciation and share-based payments expenses.
³ User and project/contest data includes all users and projects/contests from acquired marketplaces. Includes Escrow.com unique users.

4 Total Projects and Contests Posted was redefined in January 2016 to Total Jobs Posted (filtered). Jobs Posted (Filtered) is defined as the sum of Total Posted Projects and Total Posted Contests, filtered for spam, advertising, test projects, unawardable or otherwise projects that are deemed bad and unable to be fulfilled.

Escrow.com delivered an all-time record revenue of $12.3 million in FY25, marking an 18.8% increase year-on-year and completing its fifth consecutive year of profitability. While full-year Gross Payment Volume (GPV) saw a slight decrease to $760.4 million, this was primarily attributed to lapping a significant IPv4 transaction in the prior year.

The division is strategically positioned for future growth through a formalized e-commerce partnership and a proactive expansion into new verticals, including B2B electronics marketplaces, digital asset platforms, and a premier luxury goods marketplace, with several key broker networks completing integration work. Continued strong performance in the domain name segment, which saw volume increase to US$102.5M in 4Q25, further supports the division's trusted market-leader status.

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FREELANCER LIMITED ANNUAL REPORT

2025

FREELANCER LIMITED ANNUAL REPORT

Loadshift

Loadshift achieved its strongest operational and financial results to date, delivering a maiden full-year profit in FY25. The division reported robust growth, with Revenue increasing by 12.4% and GMV by 7.7% on the prior year, supported by consecutive all-time record quarterly revenue in 3Q25 and 4Q25. Operational performance saw strong improvements, with total jobs awarded increasing by 7.1% to 13,124 and job postings rising to 47,241 for the year. Key platform innovation throughout FY25 included the rollout of in-app audio and video calling to reduce reliance on external phone systems and the commencement of real-time GPS tracking development to better support the growing enterprise customer base.

Outlook and Strategic Priorities for FY26

In FY26, the Company’s strategic focus will remain on strengthening marketplace engagement through continued enhancements to user experience and matching capabilities, with the aim of attracting, activating and retaining high-quality freelancers and clients. The Company also intends to accelerate AI-driven innovation by expanding the integration of advanced AI solutions across its products and services to improve efficiency, automation and enterprise opportunities. In parallel, the Company plans to broaden and streamline its payment methods and financial infrastructure to enhance transaction ease, security and global scalability. Management will also continue to drive operational excellence by reinforcing platform reliability, quality and performance through disciplined internal processes, with the objective of delivering consistent operating profit of at least $0.5 million per month on an ongoing basis.

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DIRECTORS' REPORT

FREELANCER LIMITED ANNUAL REPORT

2025

FREELANCER LIMITED ANNUAL REPORT

Review of Financial Performance

The Company achieved revenue of $55.3 million in FY25 (up 4.1% on FY24), and Gross Marketplace Volume of $881.5 million (down 7.1% on FY24). Freelancer marketplace revenue was $40.9 million (up 0.7% on FY24). Escrow.com revenue was $12.3 million (up 18.8% on FY24).

The Company achieved a gross margin of 85.2% in FY25, compared to 81.9% in FY24. The improvement was primarily driven by a lower proportion of lower-margin enterprise engagements within the core marketplace and the sunsetting of legacy affiliate programs in the Escrow division. The Group also realised cost efficiencies across payment gateway arrangements. Cost of sales predominantly comprises transaction costs paid to payment gateways, provisions for credit card chargebacks and fraud, affiliate fees paid to third parties, bank fees relating to escrow transactions, and direct labour costs associated with servicing enterprise customers.

The Company maintained a continued focus on cost management across all functions during FY25. Operating costs increased by 5.2% compared to FY24, remaining within the forecast range. Payroll expenses rose 6%, primarily reflecting an 8% increase in average headcount, while marketing expenditure increased 19% due to higher search engine marketing (SEM) investment. Occupancy costs (inclusive of AASB16 depreciation and interest) decreased 7%, driven by improved lease renewal terms and lower interest expense on lease liabilities.

The Company reported NPBT of $3.4 million in FY25 (FY24: $(1.3) million), which is inclusive of a $1.5 million foreign exchange (FX) gain (FY24: $(1.8) million loss), primarily driven by the revaluation of foreign denominated assets and liabilities following a 8% appreciation in the AUD/USD during FY25 (9% depreciation for FY24). Excluding these FX gains, the Company still achieved a significant improvement in profitability in FY25 compared to FY24.

The Company generated positive cash flow of $0.5 million in FY25 (FY24: $0.8 million). This comprised operating cash inflows of $7.7 million (FY24: $5.8 million), investing cash outflows of $0.3 million (FY24: $0.1 million) and financing cash outflows of $6.9 million (FY24: $5.0 million).

The financing cash outflows primarily relate to lease payments for office premises under AASB 16 Leases. They also include $1.73 million paid to acquire additional shares in Loadshift Holdings Pty Ltd, increasing the Group’s ownership to 73.4%. This equity transaction reduced the non-controlling interest and is classified as a financing activity in the consolidated statement of cash flows.

Balance Sheet

As at 31 December 2025, the Company held cash and equivalents of $22.9 million and remained free of external debt.

Net working capital decreased during the year, reflecting a reduction in trade receivables following shorter payment gateway settlement cycles and an increase in contract liabilities (deferred revenue) and tax provisions. Right-of-use assets declined 47%, consistent with lease depreciation and reduced lease liabilities following lease renewals on improved terms, supporting lower occupancy costs.

Deferred tax assets of $10.9 million are partially offset by deferred tax liabilities of $2.0 million. During FY25, the Company acquired an additional ownership interest in Loadshift for $2.3 million, reducing non-controlling interests, with the balance recognised directly in retained earnings.

Trade and other payables include user obligations (user balances and milestone payments held on balance sheet). These decreased by 1.8% from FY24

Risks

The risks outlined below represent key risk areas currently identified by the Group. This list is not exhaustive and does not capture every risk that may impact the Group. The occurrence, timing or impact of some of these risks may be partially or entirely beyond the control of the Group, its Directors, or senior management. Furthermore, there is no guarantee that these risks will remain unchanged or that new risks will not arise in the future.

Identifed Risk Category	Risk Overview	Mitigation Strategies
Regulatory	The international payments	Maintain a regulatory monitoring
Changes	market operates within a complex regulatory environment. Changes in laws, licensing requirements, AML/CTF standards or regulatory interpretation could increase costs or limit operations.	system, allocate resources for compliance monitoring and updates, and establish proactive engagement with regulators to anticipate and adapt to changes.
Regulatory	Non-compliance with laws, such	Implement robust compliance
Compliance	as AML, anti-bribery, or sanctions, could lead to signifcant penalties, reputational harm, and loss of banking partners or affliates.	systems, provide mandatory employee training, and regularly review processes to ensure adherence to legal and regulatory requirements globally.
Cybersecurity	The Group’s IT systems are vulnerable to cyberattacks, which could disrupt operations, harm clients, and result in fnancial losses, reputational damage, or regulatory penalties.	Deploy advanced cybersecurity technology, maintain incident response and business continuity management plans, and conduct regular penetration testing and employee awareness training.
Information	Disruptions to IT systems from	Maintain disaster recovery protocols,
Technology	events like cyberattacks, natural disasters, or system failures could cause operational downtime, regulatory breaches, and reputational damage.	implement business continuity plans, and invest in reliable infrastructure and redundancy systems.
Data Security	Breaches of data security controls	Regularly update data protection
and Privacy	could lead to unauthorized access, data loss, regulatory penalties, and reputational harm, especially under GDPR, CCPA, and other privacy regulations.	controls, enforce privacy policies, provide employee training, and invest in advanced security technology.

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2025

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Identified Identified
Risk Overview Mitigation Strategies Risk Overview Mitigation Strategies
Risk Category Risk Category
Banking and Loss of key banking or payment Diversify banking relationships, Marketplace Liquidity The platform relies on sufficient Trust and safety; improved matching;
Payment Partners gateway relationships could maintain active relationship & Network Effects participation from clients and targeted marketing; loyalty programs.
disrupt foreign exchange and management, and establish providers. Declines on either side may
payment services, increase costs, contingency plans for alternative weaken competitiveness.
and limit operational capabilities, service providers.
affecting profitability.
Intellectual The Group faces risks of IP theft, Actively manage IP registrations,
Property (IP) data theft, infringement, or litigation, enforce IP rights, and secure
potentially leading to financial licenses for third-party IP. Implement
Erroneous Errors in processing transactions Implement automated transaction
losses, reputational harm, or monitoring processes to detect and
Payments could result in financial losses, legal validation controls, establish
operational constraints. respond to potential infringements.
liabilities, or client dissatisfaction error correction protocols, and
if funds are incorrectly transferred monitor system performance to
or allocated. minimize risks. Reputation & Brand Reputational harm from service Build strong stakeholder relationships,
disruptions, regulatory breaches, monitor public perception, and
or public scrutiny could weaken implement crisis management
External Fraud Fraudulent activities, such as identity Employ comprehensive fraud customer trust, affect partnerships, strategies to promptly address
theft or misuse of services, could detection and prevention controls, and hinder growth. reputational issues.
cause financial losses and damage including real-time monitoring,
client trust. anomaly detection systems, and client
Artificial Intelligence The evolving AI landscape presents Use AI tools to enhance efficiency
authentication processes.
a risk of reducing demand for some while maintaining a human touch.
tasks traditionally performed by Invest in upskilling our team
freelancers, demand for human labor to stay ahead of AI trends and
Foreign Exchange Currency fluctuations can impact Monitor currency exposure, use
in certain categories may decline, ensure they can integrate new
transaction volumes, reporting, hedging instruments where applicable,
potentially reducing transaction technologies. Expanding into niche
balance translations and operating and manage foreign exchange
volumes and marketplace fees. markets where AI has less impact
costs, with adverse effects on the risks through a robust treasury
Additionally, AI-driven matching and to diversify our offerings and
Group’s financial performance. management framework.
job fulfillment could enable direct maintain competitiveness.
employer-freelancer connections,
Enhance user engagement, trust, and
bypassing the platform and leading to
Liquidity Insufficient liquidity could prevent Conduct regular liquidity forecasting, exclusivity through AI-driven dispute
disintermediation risks.
the Group from meeting financial or maintain adequate cash reserves, and resolution, and loyalty incentives that
regulatory obligations, particularly establish diversified funding sources encourage continued platform use.
during periods of delayed payments across jurisdictions.
or market stress.
Geopolitical and Political instability, trade restrictions, Diversify market presence, monitor
Sanctions or sanctions in key markets could geopolitical developments, and
disrupt operations, restrict payment develop contingency plans to shift
Competition High competition in our operating Differentiate offerings through
flows, or limit access to clients and operations or resources to stable
markets could pressure profitability innovation, maintain competitive
freelancers in affected regions. regions as needed.
by reducing market share or pricing strategies, and invest in
necessitating increased spending on marketing and technology to enhance
customer acquisition and retention. customer value propositions. Talent and Difficulty retaining skilled employees Offer competitive compensation,
Key Personnel in a competitive tech market could foster a strong company culture,
lead to knowledge loss, reduced provide professional development
Revenue & Performance depends on maintaining Acquisition and retention innovation, and higher recruitment opportunities, and implement
Transaction Volume transaction volumes and take rates. initiatives; product enhancement; costs, impacting platform retention programs to maintain a
Reduced activity or changes in revenue diversification; development and service quality. skilled workforce.
behaviour may affect profitability. performance monitoring.
----- End of picture text -----

054

055

DIRECTORS' REPORT

FREELANCER LIMITED ANNUAL REPORT

2025

FREELANCER LIMITED ANNUAL REPORT

Dividends paid or recommended

There have been no dividends paid or provided for the financial year ended 31 December 2025 (2024: nil). The Company has established a Dividend Reinvestment Plan (DRP). The full terms and conditions of the DRP are available on the Company’s website, www.freelancer.com

Significant changes in state of affairs

There have been no significant changes in the state of affairs for the current financial year.

Subsequent Events

As at the date of this report, the Directors are not aware of any circumstance that has arisen since 31 December 2025 that has significantly affected, or may significantly affect the Group’s operations in future financial years, the results of those operations in future financial years, or the Group’s state of affairs in future financial years.

Meetings of Directors

During the financial year six meetings of Directors were held. Other matters arising during the year were resolved by circular resolutions.

The following persons acted as Directors of the Company during the financial year, with attendances to meetings of Directors as follows:

	Director	meetings	Audit Committee	meetings	Nomination and Remuneration meetings	Nomination and Remuneration meetings
	Eligible to attend	Attended	Eligible to attend	Attended	Eligible to attend	Attended
R.M. Barrie	6	6	1	1	-	-
S.A. Clausen	6	6	2	2	2	2
D.N.J. Williams	6	6	2	2	2	2
C. Scroggie	6	6	1	1	-	-
P. Grove	6	6	-	-	2	2

Future developments

Non-audit services

In future financial years, the Group expects to further its growth through expansions to other territories organically and by acquisition, and forming strategic alliances and partnerships.

Environmental regulations

The operations of the Group do not involve any activities that have a marked influence on the environment. As such, the Directors are not aware of any material issues affecting the Group or its compliance with the relevant environment agencies or regulatory authorities.

Details of amounts paid or payable to the auditor for non-audit services provided during the year by the auditor and its related parties amounted to $20,000 (2024: $4,000).

The Directors are satisfied that the provision of non-audit services in the form of tax compliance services during the year by the auditor (or another person or firm on the auditors’ behalf) is compatible with the general standard of independence for auditors imposed by the Corporations Act.

The Directors are of the opinion that the services as disclosed in Note 20 to the financial statements do not compromise the external auditor’s independence, based on advice received from the Audit Committee, for the following reasons:

all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of the auditor; and

Insurance and indemnification of Directors and Officers

During the financial year, the Group paid premiums based on normal commercial terms and conditions to insure all directors, officers and employees of the Group against the costs and expenses in defending claims brought against the individual while performing services for the Group. The premium paid has not been disclosed as it is subject to the confidentiality provisions of the insurance policy.

The Company has in place Deeds of Indemnity, Insurance and Access with each of its current Directors and such other officers that the Directors determine are entitled to receive the benefit of an indemnity.

none of the services undermine the general principles relating to auditor independence as set out in Code of Conduct APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional & Ethical Standards Board, including reviewing or auditing the auditors own work, acting in a management or decision making capacity for the Company, acting as advocate for the Company or jointly sharing economic risks and rewards.

Officers of the Company who are former audit partners of the auditor

There are no officers of the Company who are former audit partners of Hall Chadwick.

Rounding off of amounts

The Company is an entity to which ASIC Corporations Instrument 2016/191 applies. Accordingly amounts in the financial report have been rounded off to the nearest thousand dollars, unless otherwise stated.

056

057

DIRECTORS' REPORT

FREELANCER LIMITED ANNUAL REPORT

2025

FREELANCER LIMITED ANNUAL REPORT

Auditor’s independence declaration

Remuneration Report

The auditor’s independence declaration is included on page 63 and forms part of the Directors’ Report for the year ended 31 December 2025.

Chief Executive Officer/Chief Financial Officer declarations

The Chief Executive Officer and the Chief Financial Officer have given the declarations to the Board concerning the Group’s Financial Statements and other matters as required under section 295A(2) of the Corporations Act 2001 (Cth).

This audited Remuneration Report for the Group which forms part of the Directors’ Report for the financial year ended 31 December 2025, details the nature and amount of remuneration for each Director and the Executives.

R.M. Barrie – Executive Chairman
S.A. Clausen – Non-Executive Director
D.N.J. Williams – Non-Executive Director
C Scroggie – Non-Executive Director
P Grove Non – Executive Director

Shares issued under Employee Share Plan (ESP) or Long Term Incentive Plan (LTIP)

No ESP shares or LTIP share options have been granted to Directors during the financial year. No ESP shares or LTIP share options have been granted to Directors since the end of the financial year.

Proceedings on behalf of Company

No proceedings have been brought or intervened in on behalf of the Company, nor have any applications for leave to do so been made in respect of the Company, under section 237 of the Corporations Act 2001 .

N.L. Katz – Chief Financial Officer and Company Secretary

Remuneration Policy

The performance of the Group depends upon the quality of its directors and executives. The Group recognises the need to attract, motivate and retain highly skilled directors and executives.

The Board of Directors, through its Nomination and Remuneration Committee, accepts responsibility for determining and reviewing remuneration arrangements for the Directors and Executives. The Nomination and Remuneration Committee assesses the appropriateness of the nature and amount of remuneration of Directors and Executives on a periodic basis by reference to relevant employment market conditions, giving due consideration to the overall profitability and financial resources of the Group, with the objective of ensuring maximum stakeholder benefit from the retention of a high-quality Board and executive team.

Non-Executive	Fees and payments to Non-Executive Directors reflect the demands which are made of the Directors in fulflling
Director remuneration	their responsibilities. The Constitution of the Company provides that the Non-Executive Directors of the
	Company are entitled to such remuneration, as determined by the Board, which must not exceed in aggregate
	the maximum amount determined by the Company in general meeting. The most recent determination was
	at a General Meeting held on 14 May 2025 where the shareholders approved an aggregate remuneration of
	$500,000. Annual Non-Executive Directors’ fees currently agreed to be paid by the Company are $75,000
	(2024: $75,000) to S.A. Clausen, D.N.J. Williams P. Grove and C. Scroggie inclusive of superannuation.
Executive and Executive	Fixed remuneration consists of base remuneration (which is calculated on a total cost basis and includes
Director remuneration	any fringe benefts tax charges related to employee benefts), as well as employer contributions to
	superannuation funds.
	Executive and Executive Director remuneration levels are reviewed annually by the Nomination and
	Remuneration Committee through a process that considers the overall performance of the Group.
	The Executive Directors are not paid any director fees in addition to their fxed remuneration as Executives.
Performance	Performance based remuneration is at the discretion of the Nomination and Remuneration Committee.
based remuneration	These can take the form of cash bonuses, invitations to participate in the Company’s Employee Share Plan
	(ESP) or invitations to participate in the Company’s Long Term Incentive Plan (LTIP).

058

059

DIRECTORS' REPORT

FREELANCER LIMITED ANNUAL REPORT

2025

FREELANCER LIMITED ANNUAL REPORT

Remuneration of Directors and Executives

Remuneration shown below relates to the period in which the Director or Executive was a member of key management personnel. Amounts below have either been paid out or accrued in the period.

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Short-term benefits Post employment Share based
benefits payments
Directors’ Base salary
fees and fees Other¹ Superannuation Shares Total
Year $ $ $ $ $ $
S.A. Clausen 2025 75,000 - - - - 75,000
2024 45,833 - - - - 45,833
D.N.J. Williams 2025 67,265 - - 7,904 - 75,168
2024 41,376 - - 4,701 - 46,077
C. Scroggie 2025 67,265 - - 7,904 - 75,168
2024 28,027 - - 3,223 - 31,250
P. Grove 2025 75,000 - - - - 75,000
2024 43,750 - - - - 43,750
R.M. Barrie 2025 - 717,846 27,888 29,966 - 775,700
2024 - 717,846 27,312 30,968 - 776,126
N.L. Katz 2025 - 372,400 26,364 29,966 67,594 496,324
2024 - 372,400 98,842 28,766 77,250 576,500
Total
2025 284,529 1,090,246 54,252 75,739 67,594 1,572,360
2024 158,986 1,090,246 125,396 67,658 77,250 1,519,536
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Notes:

1 Includes the fair value of non monetary benefits, plus any applicable fringe benefits tax.

2 During the prior year the Company waived part of a loan relating to the purchase of shares that were originally awarded under the employee share plan with a corresponding loan. The Board assessed the fair value of the loan waiver taking into account the substantial decline in the market value of the shares. The waiver was deemed appropriate and did not confer any additional financial benefit to the KMP. As a result, the fair value of the loan waiver to the KMP was assessed as nil.

The remuneration of key management personnel in the years ended 31 December 2025 and 2024 were 100% fixed, and there is no link between remuneration and the market price of the Company’s shares.

Details of ESP shares in the Company held directly, indirectly or beneficially, by KMP, including their related parties, is as follows:

ESP shares

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Balance at Released Balance at Balance of Balance
the start of Granted/ from Forfeited/ the end of unvested of vested
2025 the year issued restrictions cancelled the year ESP shares ESP shares
Other KMP
N.L. Katz - - - - - - -
Total - - - - - - -
2024
Other KMP
N.L. Katz 440,539 - - (440,539) - - -
Total 440,539 - - (440,539) - - -
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Ordinary share options in subsidiary

(Payments Pty Ltd)

Ordinary share capital

Details of ordinary shares options in Payments Pty Ltd held directly, indirectly or beneficially, by KMP, including their related parties, is as follows:

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----- Start of picture text -----

Balance at Released Balance at Balance of Balance
the start of Granted/ from Forfeited/ the end of unvested of vested
2025 the year issued restrictions cancelled the year ESP shares ESP shares
Other KMP
N.L. Katz 10,000,000 - - - 10,000,000 - 10,000,000
Total 10,000,000 - - - 10,000,000 - 10,000,000
2024
Other KMP
N.L. Katz 10,000,000 - - - 10,000,000 4,000,000 6,000,000
Total 10,000,000 - - - 10,000,000 4,000,000 6,000,000
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Details of ordinary shares in the Company held directly, indirectly or beneficially, by KMP, including their related parties, is as follows:

==> picture [392 x 301] intentionally omitted <==

----- Start of picture text -----

Balance at the Received as part Purchase Sale Balance at the
2025 start of the year of remuneration of shares of shares end of the year
Directors
R.M. Barrie¹ 197,706,061 - 6,059,526 - 203,765,5871
S.A. Clausen 160,500,000 - - - 160,500,000
C. Scroggie - - - - -
P. Grove - - - - -
D.N.J. Williams² 10,758,165 - - - 10,758,165
Other KMP
N.L. Katz³ 595,000 - - - 595,000
Total 369,559,226 - 6,059,526 - 375,618,752
2024
Directors
R.M. Barrie¹ 197,054,579 - 651,482 - 197,706,061
S.A. Clausen 160,500,000 - - - 160,500,000
C. Scroggie - - - - -
P. Grove - - - - -
D.N.J. Williams² 10,758,165 - - - 10,758,165
Other KMP
N.L. Katz³ 595,000 - - - 595,000
Total 368,907,744 - 651,482 - 369,559,226
----- End of picture text -----

Notes:

1 1,279,500 shares as at 31 December 2025 (2024: 1,279,500) are held directly or indirectly by related parties.
2 131,000 shares as at 31 December 2025 (2024: 131,000) are held directly or indirectly by related parties.
3 40,000 shares as at 31 December 2025 (2024: 40,000) are held directly or indirectly by related parties.

060

061

DIRECTORS' REPORT

DIRECTORS’ DECLARATION

FREELANCER LIMITED ANNUAL REPORT

2025

FREELANCER LIMITED ANNUAL REPORT

Loans to

directors and key management personnel

The following loan balances are outstanding at the reporting date in relation to remuneration arrangements with Executive Directors and KMP in respect of fully paid shares and shares issued under the Employee Share Plan (ESP). As the ESP is considered in substance a share option, the ESP shares issued and corresponding loan receivable are not recognised by the Group in its financial statements. The ESP shares will not be considered issued to participants until the corresponding loan has been repaid, at which time there will be an increase in the issued capital and increase in cash. Further information relating to the ESP is set out in Note 23 of the financial statements. Loans provided in respect of fully paid shares are recognised in the financial statements.

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==> picture [392 x 105] intentionally omitted <==

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Other 2025 2024
KMP $000 $000
N.L. Katz
Opening balance 30 324
Non-recourse loan extinguished upon cancellation of ESP shares¹ - (207)
Loan repayments - (5)
Loan waived² - (82)
Closing balance 30 30
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1 In the prior financial year, 440,539 ESP shares issued to N.L Katz were cancelled and the corresponding non- recourse loan of $207,000 was extinguished..

2 In the prior financial year, parts of a loan provided to N.L Katz was waived by the Company.

The waived amount was $82,075. This loan was initially provided under the company’s employee share plan, with an original balance of $127,400.

The loan is unsecured, interest free, repayable within 14 days of termination of employment or 10 years, whichever is earlier, repayable in part or full by employee at any time, and an undertaking from the employee that should they dispose of any Freelancer Limited shares, they will in the first instance use the proceeds from such a sale to repay some or all of the loan obligation.

Executive service agreements

The employment terms and conditions of Group Executives and KMP are formalised in service agreements.

Position Key terms of service agreements

Chief • Term: unspecified.

Executive Officer

Base remuneration: Reviewed annually by the Nomination and Remuneration Committee.
Bonus entitlements: Determined annually by the Nomination and Remuneration Committee (capped at 50% of the base remuneration).
Termination notice period: 6 months notice or alternatively in Freelancer’s case, payment in lieu
of notice.
Restraint of trade period: 12 months.
Other Other Executives are employed under individual executive services agreements. These establish, amongst Executives other things:
Total compensation;
Eligibility to participate in the ESP;
Variable notice and termination provisions of up to 6 months, or by the Group without notice in the event of serious misconduct; and
Restraint and confidentiality provisions.

Other transactions with KMP or their related parties

There were no other transactions conducted between the Group and KMP or their related parties, other than those disclosed above relating to equity, compensation and loans, that were conducted other than in accordance with normal employee, customer or supplier relationships on terms no more favourable than those reasonably expected under arm’s length dealings with unrelated persons, apart from related party transactions disclosed in Note 25 of the financial statements.

This concludes the Remuneration Report.

The Directors’ Report, incorporating the Remuneration Report, is signed in accordance with a resolution of the directors made pursuant to s298(2) of the Corporations Act 2001 .

On behalf of the Directors

Matt Barrie Chairman

25 February 2026

SYDNEY · PENRITH · MELBOURNE · BRISBANE · PERTH · DARWIN Liability limited by a scheme approved under Professional Standards Legislation www.hallchadwick.com.au

062

063

CONSOLIDATED STATEMENT

FREELANCER LIMITED ANNUAL REPORT

2025

FREELANCER LIMITED ANNUAL REPORT

CONSOLIDATED STATEMENT

Consolidated Statement of Profit or Loss and Other Comprehensive Income

For the year ended

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2025 2024
Note $000 $000
Revenue 5 53,214 51,003
Cost of sales (7,874) (9,214)
Gross profit 45,340 41,789
Other income 5 2,047 2,101
Employee expenses 6 (20,829) (19,633)
Administrative expenses 6 (11,730) (11,481)
Marketing related expenses 6 (6,404) (5,383)
Occupancy expenses 6 (1,077) (662)
Foreign exchange gains / (losses) 6 1,441 (1,932)
Depreciation and amortisation expenses 6 (4,519) (4,661)
Share based payments expense 18 (85) (94)
Finance costs 6 (832) (1,314)
Profit / (Loss) before income tax 3,352 (1,270)
Income tax (expense) / benefit 7 (1,146) 456
Profit / (Loss) after tax 2,206 (814)
Exchange differences on translation of foreign operations 18 (664) 489
Total comprehensive income / (loss) for the year 1,542 (325)
Profit / (Loss) is attributable to:
Owners of Freelancer Limited 2,165 (814)
Non-controlling interests 41 -
2,206 (814)
Total comprehensive income / (loss) for the year is
Owners of Freelancer Limited 1,501 (325)
Non-controlling interests 41 -
1,542 (325)
Earnings per share Cents Cents
Basic earnings per share 30 0.49 (0.18)
Diluted earnings per share 30 0.49 (0.18)
----- End of picture text -----

31 December 2025

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

Consolidated Statement of Financial Position

As at

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----- Start of picture text -----

2025 2024
Assets
Note $000 $000
Current assets
Cash and cash equivalents 8 22,925 23,162
Trade and other receivables 9 1,911 2,340
Current tax assets 7 - 3
Other assets 10 2,014 2,962
Total current assets 26,850 28,467
Non Current assets
Trade and other receivables 9 137 199
Plant and equipment 11 343 201
Intangible assets 12 34,130 34,120
Right of use assets 13 4,862 9,222
Other assets 10 488 456
Deferred tax assets 7 10,871 11,298
Total non-current assets 50,831 55,496
Total assets 77,681 83,963
Liabilities
Current liabilities
Trade and other payables 14 36,464 37,135
Lease liabilities 13 4,543 5,487
Current tax liabilities 7 358 -
Provisions 15 2,404 2,272
Contract liabilities 16 1,614 963
Total current liabilities 45,383 45,857
Non-current liabilities
Deferred tax liabilities 7 2,003 2,640
Provisions 15 1,017 1,084
Lease liabilities 13 2,420 6,911
Contract liabilities 16 837 756
Total non-current liabilities 6,277 11,391
Total liabilities 51,660 57,248
Net assets 26,021 26,715
Equity
Contributed equity 17 38,918 38,918
Reserves 18 1,176 1,755
Accumulated losses (17,268) (17,753)
Non-controlling interests 3,195 3,795
Total equity 26,021 26,715
----- End of picture text -----

31 December 2025

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

064

065

CONSOLIDATED STATEMENT

FREELANCER LIMITED ANNUAL REPORT

2025

FREELANCER LIMITED ANNUAL REPORT

CONSOLIDATED STATEMENT

Consolidated Statement of Changes in Equity

For the year ended 31 December 2025

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----- Start of picture text -----

Attributable to owners of Freelancer Limited
Contributed Share Foreign currency (Accumulated Non- Total
Equity Based translation losses) controlling Equity
Note Payments reserve interests
$000 $000 $000 $000 $000 $000
Balance at 1 January 2024 38,918 1,284 11 (17,062) 3,674 26,825
- - - -
Profit for the year (814) (814)
Exchange differences
on translation of 19 - - 489 - - 56
foreign operations
Total comprehensive - - 489 (814) - (325)
loss for the year
Transactions with owners in their capacity as owners:
Share based
payments reserve - (123) - 123 - -
no longer required
Share capital
contributed by non- - - - - 121 121
controlling interests
Share based payments - 94 - - - 94
Balance at 31
38,918 1,255 500 (17,753) 3,795 26,715
December 2024
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Attributable to owners of Freelancer Limited
Contributed Share Foreign currency (Accumulated Non- Total
Equity Based translation losses) controlling Equity
Note Payments reserve interests
$000 $000 $000 $000 $000 $000
Balance at 1 January 2025 38,918 1,255 500 (17,753) 3,795 26,715
Profit for the year - - - 2,165 41 2,206
Exchange differences
on translation of 18 - - (664) - - (664)
foreign operations
Total comprehensive profit / (loss) for the year - - (664) 2,165 41 1,542
Transactions with owners in their capacity as owners:
- - -
Acquisition of NCI (1,680) (641) (2,321)
Share based payments - 85 - - - 85
Balance at 31
38,918 1,340 (164) (17,268) 3,195 26,021
December 2025
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Consolidated Statement of Cash Flows

For the year ended 31 December 2025

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2025 2024
Note $000 $000
Cash flows from operating activities
Receipts from customers 56,104 53,476
Payments to suppliers and employees (46,806) (46,338)
Interest received 239 180
Interest paid (832) (1,314)
Income taxes paid (971) (158)
Net cash inflow from operating activities 29 7,734 5,846
Cash flows from investing activities
Payments for plant and equipment (285) (92)
-
Payments for intellectual property (10)
Net cash (outflow) from investing activities (295) (92)
Cash flows from financing activities
Repayment of lease liabilities (5,386) (4,955)
Payments for additional shares in subsidiary Loadshift -
(1,527)
Holdings Pty Ltd
Net cash (outflow) from financing activities (6,913) (4,955)
Net increase in cash and cash equivalents 526 799
Cash and cash equivalents at beginning of the financial year 23,162 21,153
Effects of exchange rate changes on cash and cash equivalents (763) 1,210
Cash and cash equivalents at end of year 8 22,925 23,162
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The above statement of cash flows should be read in conjunction with the accompanying notes.

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

066

067

NOTES TO THE FINANCIAL STATEMENT

FREELANCER LIMITED ANNUAL REPORT

2025

FREELANCER LIMITED ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENT

Notes to the Financial Statements

For the year ended 31 December 2025

Contents of the notes to the consolidated financial statements

NOTE	CONTENTS	PAGE	NOTE CONTENTS	PAGE
01.	Reporting entity	069	19. Key management
			personnel disclosures	092
02.	Basis of preparation	069
			20. Remuneration of auditors	093
03.	Financial risk management	070
			21. Contingent liabilities	093
04.	Operating segments	074
			22. Commitments
05.	Revenue	076	for expenditure	094
06.	Expenses	078	23. Share based payments	094
07.	Income tax	079	24. Related party transactions	101
08.	Cash and cash equivalents	081	25. Parent entity information	101
09.	Trade and other receivables	081	26. Business Combinations	102
10.	Other assets	083	27. Interests in
			controlled entities	103
11.	Plant and equipment	083
			28. Events occurring after
12.	Intangible assets	085	the reporting date	104
13.	Leases	087	29. Reconciliation of loss after
			tax to net cash flow from
14.	Trade and other payables	088	operating activities	104
15.	Provisions	089	30. Earnings per share (EPS)	105
16.	Contract liabilities	090	31. Other signifcant
			accounting policies	106
17.	Contributed equity	090
18.	Equity – reserves	091

01. Reporting entity

Freelancer Limited (the Company) is a company domiciled in Australia. The address of the Company’s registered office is Level 37, Grosvenor Place, 225 George Street, Sydney, NSW, 2000. The consolidated financial statements of the Company as at and for the year ended 31 December 2025 comprise the Company and its subsidiaries (together referred to as the Group and individually as Group entities).

02. Basis of preparation

These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board and the Corporations Act 2001.

The Directors believe that there are reasonable grounds that the company is able to pay its debts as and when they fall due. The Group has a significant cash balance at year end and has projected a profitable financial year for the period ending 31 December 2026 based on increased revenue and reduced expenses.

(a) Compliance with International Financial Reporting Standards

The consolidated financial statements of the Group comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

(b) Historical cost convention

The consolidated financial statements have been prepared on the historical cost basis unless otherwise stated in the notes. Except for the cash flow information, the financial statements have been prepared on an accrual basis, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities.

(c) Functional and presentation currency

These consolidated financial statements are presented in Australian dollars, which is the Company’s functional currency.

(d) Critical accounting estimates

The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process

The Group is a for-profit entity and primarily is involved in operating an online marketplace for services and providing escrow payment services. The separate financial statements of the parent entity, Freelancer Limited, have not been presented within this financial report as permitted by the Corporations Act 2001.

The consolidated financial statements were authorised for issue by the Board on 25 February 2026.

of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 31(g).

(e) Material accounting policy Information

The principal accounting policies adopted in the presentation of these consolidated financial statements are set out in the relevant notes. The policies have been consistently applied to all the years presented, unless otherwise stated.

(f) Rounding of amounts

The Company has applied the relief available to it under ASIC Corporations Instrument 2016/191. Accordingly, amounts in the financial statements and Directors’ Report have been rounded off to the nearest $1,000.

(g) New Accounting Standards

The Group has not adopted any new or amended Accounting Standards and Interpretations this year that have had a material impact on the Group or the Company.

(h) Materiality

These consolidated financial statements have included information that is deemed to be material and relevant to the understanding of the financial statements. Disclosure may be considered material and relevant if the dollar amount is significant due to size or nature, or the information is important to understand the:

• Group’s current year results;

impact of significant changes in the Group’s business; or
aspects of the Group’s operations that are important to future performance.

068

069

NOTES TO THE FINANCIAL STATEMENT

FREELANCER LIMITED ANNUAL REPORT

2025

FREELANCER LIMITED ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENT

03. Financial risk management

Financial risk The Group’s activities expose it to a variety of financial management policies risks: market risk (including currency risk), credit risk and liquidity risk. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. The Group uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate and other price risks and ageing analysis for credit risk.

Risk management is carried out by senior finance executives (Finance) under policies approved by the Board of Directors (Board). These policies include identification and analysis of the risk exposure of the Group and appropriate procedures, controls and risk limits. Finance identifies, evaluates and hedges financial risks within the Group’s operating units.

The Group holds the following financial instruments:

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2025 2024
Note $000 $000
Financial Assets
Cash and cash equivalents 8 22,925 23,162
Trade and other receivables 9 2,048 2,539
Total financial assets 24,973 25,701
Financial Liabilities
Trade and other payables 14 36,464 37,135
Lease liabilities 13 6,963 12,398
Total financial liabilities 43,427 49,533
----- End of picture text -----

The carrying value of the assets and liabilities disclosed in the table above closely approximates or equals their fair value. The carrying amounts of trade receivables and trade and other payables are assumed to approximate their fair values due to their short-term nature.

Amortised cost is calculated as the amount at which the financial asset or financial liability is measured at initial recognition less principal repayments and any reduction for impairment, and adjusted for any cumulative amortisation of the difference between that initial amount and the maturity amount calculated using the effective interest method.

Initial recognition and measurement

The effective interest method is used to allocate interest income or interest expense over the relevant period and is equivalent to the rate that exactly discounts estimated future cash payments or receipts (including fees, transaction costs and other premiums or discounts) through the expected life (or when this cannot be reliably predicted, the contractual term) of the financial instrument to the net carrying amount of the financial asset or financial liability.

Financial assets and financial liabilities are recognised when the entity becomes a party to the contractual provisions of the instrument. For financial assets, this is equivalent to the date that the Group commits itself to either purchase or sell the asset (i.e. trade date accounting is adopted).

Financial instruments are initially measured at fair value plus transaction costs, except where the instrument is classified “at fair value through profit or loss”, in which case transaction costs are expensed to profit or loss immediately.

Revisions to expected future net cash flows will necessitate an adjustment to the carrying amount with a consequential recognition of an income or expense item in profit or loss.

Classification and subsequent measurement

Financial instruments are subsequently measured at fair value, amortised cost using the effective interest method, or cost. Where available, quoted prices in an active market are used to determine fair value. In other circumstances, valuation techniques are adopted.

The Group does not designate any interests

in subsidiaries, associates or joint venture entities as being subject to the requirements of Accounting Standards specifically applicable to financial instruments.

there is objective evidence of impairment as a result of one or more events (a “loss event”) having occurred, which has an impact on the estimated future cash flows of the financial asset(s).

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost. Gains or losses are recognised in profit or loss through the amortisation process and when the financial asset is derecognised.

When the terms of financial assets that would otherwise have been past due or impaired have been renegotiated, the Company recognises the impairment for such financial assets by taking into account the original terms as if the terms have not been renegotiated so that the loss events that have occurred are duly considered.

Held-to-maturity investments

Held-to-maturity investments are non-derivative financial assets that have fixed maturities and fixed or determinable payments, and it is the Company’s intention to hold these investments to maturity. They are subsequently measured at amortised cost. Gains or losses are recognised in profit or loss through the amortisation process and when the financial asset is derecognised.

(a) Market risk

Foreign currency risk

The Group operates internationally and is exposed to foreign exchange risk arising from various currencies.

Foreign exchange risk arises when future commercial transactions and recognised assets and liabilities are denominated in a currency that is not the entity’s functional currency. The risk is measured using sensitivity analysis and cash flow forecasting.

Financial liabilities

Non-derivative financial liabilities other than financial guarantees are subsequently measured at amortised cost. Gains or losses are recognised in profit or loss through the amortisation process and when the financial liability is derecognised.

The Group has not entered into forward foreign exchange contracts to protect against exchange rate movements. The Directors are of the view that the cost of hedging the Group’s short-term foreign exchange exposure outweighs the risk of adverse currency movements.

Impairment

At the end of each reporting period, the Group assesses whether there is objective evidence that a financial asset has been impaired. A financial asset (or a group of financial assets) is deemed to be impaired if, and only if,

The Group’s exposure to foreign currency exchange risk at the reporting date, expressed in each currency, was as follows:

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2025
Currency
exposure: AUD USD NZD GBP HKD SGD PHP EUR CAD INR Other
Denominated in: AUD USD NZD GBP HKD SGD PHP EUR CAD INR AUD
000’s 000’s 000’s 000’s 000’s 000’s 000’s 000’s 000’s 000’s 000’s
Cash 3,848 8,775 76 593 1,160 137 14,786 1,330 415 57,178 156
Trade receivables 648 353 39 52 168 27 193 209 163 4,190 48
Other financial assets 1,273 448 - 44 - 10 15,809 - 12 2,547 -
Payables (2,791) (1,470) (1) (54) (4) (13) (765) - (40) 2,138 (22)
User obligations (3,158) (13,442) (132) (878) (547) (165) (2,088) (2,075) (808) (57,086) (263)
Net exposure (180) (5,336) (18) (243) 777 (4) 27,935 (536) (258) 8,967 (81)
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070

071

NOTES TO THE FINANCIAL STATEMENT

FREELANCER LIMITED ANNUAL REPORT

2025

FREELANCER LIMITED ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENT

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2024
Currency
exposure: AUD USD NZD GBP HKD SGD PHP EUR CAD INR Other
Denominated in: AUD USD NZD GBP HKD SGD PHP EUR CAD INR AUD
000’s 000’s 000’s 000’s 000’s 000’s 000’s 000’s 000’s 000’s 000’s
Cash 4,490 7,595 73 728 1,244 281 6,069 1,369 514 61,852 97
Trade receivables 685 491 28 84 243 37 256 173 161 4,158 96
Other financial assets 831 1,244 - 89 - 10 13,415 - 13 1,855 16
- - -
Payables (1,169) (1,388) (10) (34) (4) (15) (903) (42)
User obligations (2,901) (13,927) (151) (858) (602) (222) (1,917) (2,249) (833) (54,624) (217)
Net exposure 1,936 (5,985) (60) 9 881 91 16,920 (707) (187) 13,241 (8)
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The Group had net liabilities of $8.8 million denominated in foreign currencies as at 31 December 2025 (comprising assets of $21.7 million less liabilities of $30.4 million). The Group had net liabilities of

The table summarises the range of possible outcomes that would affect the Group’s net profit and equity as a result of foreign currency movements on year end foreign denominated assets and liabilities.

The impact of potential movements in exchange rates on the profit or loss is as follows:

$10.0 million denominated in foreign currencies as at 31 December 2024 (comprising assets of $23.1 million less liabilities of $33.0 million).

The analysis below reflects management’s view of possible movements in relevant foreign currencies against the Australian dollar in the short term subsequent to 31 December 2025..

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2025 2024
$000 $000
High Low High Low
AUD to USD (Range +5% to -5%) 381 (421) 460 (508)
AUD to NZD (Range +5% to -5%) 1 (1) 3 (3)
AUD to GBP (Range +5% to -5%) 23 (26) 1 (1)
AUD to HKD (Range +5% to -5%) (7) 8 (9) 10
AUD to SGD (Range +5% to -5%) - - (5) 6
AUD to PHP (Range +5% to -5%) (34) 37 (22) 25
AUD to EUR (Range +5% to -5%) 45 (50) 56 (62)
AUD to CAD (Range +5% to -5%) 13 (15) 10 (11)
AUD to INR (Range +5% to -5%) (7) 8 (12) 13
Net movement 415 (460) 482 (531)
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Price risk

Cash balances

The Group is not exposed to significant equities price risk.

As at 31 December 2025 the Group had $22.9 million (2024: $23.2 million) held in bank accounts and online wallets. The Group’s cash balances are predominantly held in interest bearing bank accounts. Funds that are excess to short term liquidity requirements are generally invested in short term deposits.

Interest rate risk

The Group is not exposed to any significant interest rate risk.

(b) Credit risk

The Group manages liquidity risk by maintaining adequate cash reserves by continuously monitoring actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities.

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The maximum exposure to credit risk at the reporting date to recognised financial assets is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial position and notes to the financial statements. The Group does not hold any collateral.

Financing arrangements

The Group does not have any borrowing facilities in place at the reporting date.

Maturities of financial assets

The following table details the Group’s remaining contractual maturity for its financial instrument assets. The table has been drawn up based on the undiscounted cash flows of financial assets based on the earliest date on which the financial assets are required to be paid. The tables include both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position.

Credit risk is managed by a risk assessment process for all customers, which takes into account past experience.

(c) Liquidity risk

Liquidity risk management requires the Group to maintain sufficient liquid assets (mainly cash and cash equivalents) to be able to pay debts as and when they become due and payable.

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1 year Between 1 Between 2 Over 5 years Remaining
or less and 2 years and 5 years contractual
maturities
2025 Note $000 $000 $000 $000 $000
Non-derivatives
Non-interest bearing
Trade Receivables 9 6,202 137 - - 6,339
6,202 137 - - 6,339
2024
Non-derivatives
Non-interest bearing
Trade Receivables 9 6,836 199 - - 7,035
6,836 199 - - 7,035
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Maturities of financial liabilities

The following table details the Group’s remaining contractual maturity for its financial instrument liabilities. The table has been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid.

The tables include both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position.

072

073

NOTES TO THE FINANCIAL STATEMENT

FREELANCER LIMITED ANNUAL REPORT

2025

FREELANCER LIMITED ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENT

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1 year Between 1 Between 2 Over 5 years Remaining
or less and 2 years and 5 years contractual
maturities
2025 Note $000 $000 $000 $000 $000
Non-derivatives
Non-interest bearing
Trade and 14 36,464 - - - 36,464
other payables
Lease liabilities 4,543 2,420 - - 6,963
41,007 2,420 - - 43,427
2024
Non-derivatives
Non-interest bearing
Trade and 14 37,135 - - - 37,135
other payables
Lease liabilities 5,487 4,511 2,400 - 12,398
42,622 4,511 2,400 - 49,533
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Trade and other payables are payable as and when they are due. The cash flows in the maturity analysis above are not expected to occur significantly earlier than disclosed.

04. Operating segments

The CODM assess the performance of the operating segments based on a measure of revenue and operating EBITDA (earnings before share based payments, interest, tax, depreciation and amortisation). The accounting policies adopted for internal reporting to the CODM are consistent with those adopted in the financial statements.

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. These include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate assets (primarily the Company’s headquarters), head office expenses, and income tax assets and liabilities. The Board of Directors are identified as the chief operating decision makers (CODM).

The Group operates predominantly in Australia, where the majority of online revenues and expenses are incurred. Although the Group has staff and operations in Philippines, United Kingdom, Argentina, the United States and Canada in addition to Australia, these geographic operations are considered, based on internal management reporting and the allocation of resources by the Group's CODM, as one geographic segment.

Identification of reportable operating segments

The Group is organised into two operating segments: namely an online marketplace and online payment services. These segments are based on the internal reports that are reviewed and used by the CODM in assessing performance and in determining the allocation of resources (AASB 8 para. 5(b)).

The information reported to the CODM is at least on a monthly basis.

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Year end 31 December 2025 Online Marketplace Online Payments Total
Segment revenue
Segment revenue 40,883 12,331 53,214
Total segment revenue 40,883 12,331 53,214
Segment result
Segment operating result 3,801 3,431 7,232
Depreciation – right-of-use assets (leases) (4,185) (194) (4,379)
Interest expense – leases (813) (12) (825)
Underlying segment profit (1,197) 3,225 2,028
Add / (less):
Foreign exchange gains (unrealised) 1,549 - 1,549
Share based payments (17) (68) (85)
Depreciation (excluding leases) (138) (2) (140)
Profit before income tax 196 3,156 3,352
Income tax benefit (85) (1,062) (1,146)
Profit for year 111 2,095 2,206
Segment Assets At 31 December 2025
Segment assets 23,865 10,505 34,370
Intergroup eliminations (1,690) - (1,690)
Deferred tax assets 10,732 139 10,871
Intangibles 23,241 10,889 34,130
Total assets 56,148 21,533 77,681
Segment liabilities At 31 December 2025
Segment liabilities (46,906) (4,441) (51,347)
Intergroup eliminations 1,690 1,690
Deferred tax liabilities (1,998) (5) (2,003)
Total liabilities (48,904) (2,756) (51,660)
Year end 31 December 2024 Online Marketplace Online Payments Total
Segment revenue
Segment revenue 40,619 10,384 51,003
Total segment revenue 40,619 10,384 51,003
Segment result
Segment operating result 4,444 2,088 6,533
Depreciation – right-of-use assets (leases) (4,248) (233) (4,482)
Interest expense – leases (1,251) (28) (1,279)
Underlying segment (loss) /profit (1,055) 1,827 772
Add / (less):
Foreign exchange losses (unrealised) (1,768) - (1,768)
Share based payments (17) (77) (94)
Depreciation (excluding leases) (177) (2) (179)
(Loss) / Profit before income tax (3,018) 1,748 (1,270)
Income tax benefit 928 (472) 456
(Loss) / Profit for year (2,089) 1,276 (814)
Segment Assets At 31 December 2024
Segment assets 33,741 7,001 40,742
Intergroup eliminations (797) - (797)
Deferred tax assets - - 11,298
Intangibles - - 32,720
Total assets 32,944 7,001 83,963
Segment liabilities At 31 December 2024
Segment liabilities (52,577) (2,828) (55,405)
Intergroup eliminations - 797 797
Deferred tax liabilities - - (2,640)
Total liabilities (52,577) (2,031) (57,248)
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074

NOTES TO THE FINANCIAL STATEMENT

FREELANCER LIMITED ANNUAL REPORT

2025

FREELANCER LIMITED ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENT

05. Revenue

The Company’s net revenues result from transaction and other fees generated in its online marketplaces and in providing online escrow services. Revenues are recognised when evidence of an arrangement exists, the fee is fixed and determinable, no significant obligation remains and collection of the receivable is reasonably assured. Amounts disclosed as revenue are net of refunds and amounts collected on behalf of third parties. Where services have not been provided but the Company is obligated to provide the services in the future, revenue recognition is deferred. Provision for doubtful accounts and transaction losses are made at the time of revenue recognition based on the Company’s historical experience. The provision for doubtful accounts and transaction losses are recorded as charges to cost of sales.

Revenue is recognised for the major business activities as follows:

Marketplace services

The Group enters into short-term contracts with customers for marketplace services. Such contracts are entered into before the delivery of the service which is paid in advance of receipt of the service. The performance obligation is the delivery of the service which is recognised by the system controls. The system does not draw fees from the customer until the delivery of the service. Therefore, revenue is recognised at a point in time upon delivery of the service when the system recognizes that the service has completed. No rebates or volume discounts are provided to customers.

Payment services.

The Group enters into both long-term and short-term contracts with customers for payment services. In respect of long- term contracts, revenue is recognised over the period of the contract. In respect of short-term contracts, revenue is recognised by reference to stage of completion of the services as this is consistent to the pattern of performance obligation i.e. availability of the open transaction to be executed progressively in the future and on the Escrow.com platform

Enterprise Services

The enterprise services revenue stream focuses on projects negotiated with customers to meet their needs on short to long-term contracts. Revenue is recognised when milestones as determined in the contact are completed. Under AASB 15: Revenue from Contracts with Customers, this happens over time. The Group has an enforceable right to payment for work completed to date and therefore, revenue is recognised over time. The Group considers the costto-cost method an appropriate measure of progress for the completion of the performance obligation. The cost-to-cost method is based on the proportion of costs incurred for work performed to date relative to the estimated total contract costs.

A customer is billed for the project services when a certain series of milestones have been achieved. A contract asset is recognised for revenue recognised but not yet billed due to the milestone billing arrangement. Once an invoice is issued, the corresponding contract asset is reclassified to trade receivables. A contract liability is recognised if the milestone payment exceeds the revenue recognised to date under the cost-to-cost method. No significant financing components have been identified in the contracts with customers, as the period between the payment and the recognition of revenue (cost-to-cost method) is always less than 12 months.

Interest income

Interest revenue is recognised using the effective interest rate method, which, for floating rate financial assets, is the rate inherent in the instrument.

Sublease rent

Sublease rental income of office space is recognised on a straightline basis over the term of the sub-lease. The Company recognises the right-of-use asset resulting from the head lease. Refer to Note 13.

All revenue is stated net of the amount of goods and services tax (GST) and Valued Added Tax (VAT). The timing of revenue recognition is when the products and services are transferred to customers..

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2025 2024
$000 $000
Sales revenue
Marketplace and payment services 39,701 39,082
Payment services 12,331 10,384
Enterprise services 1,182 1,537
53,214 51,003
Other revenue
Interest income 238 188
Sublease rent 1,760 1,573
Other 49 340
2,047 2,101
Total revenue 55,261 53,104
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076

077

NOTES TO THE FINANCIAL STATEMENT

FREELANCER LIMITED ANNUAL REPORT

2025

FREELANCER LIMITED ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENT

06. Expenses

Profit / (Loss) before income tax expense / (benefit) includes the following specific net losses and expenses:

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2025 2024
$000 $000
Employee expenses
Wages and salaries (including superannuation) 18,038 16,850
Other employment costs 2,791 2,783
Total employee expenses [1] 20,829 19,633
Administrative expenses
Hosting 6,520 6,303
Subscriptions 1,585 1,463
Professional fees 1,273 1,290
Insurances 1,146 1,187
Office Expenses 382 390
Other 824 848
Total Administrative expenses 11,730 11,481
Marketing related expenses
Search marketing 5,805 5,079
Advertising 77 70
Other marketing costs 522 234
Total marketing related expenses 6,404 5,383
Depreciation and amortization
Plant and equipment 140 179
Right of use assets 4,379 4,482
Total depreciation and amortisation expenses 4,519 4,661
Occupancy expenses
Utilities and other related costs 1,077 662
Total occupancy expenses 1,077 662
Net foreign exchange (gains) / losses
Net foreign exchange (gains) / losses (1,441) 1,932
Total net foreign exchange losses (1,441) 1,932
Finance costs
Interest expense on lease liability 825 1,279
Other 7 35
Total interest expense on lease liability 832 1,314
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1 Inclusive of employee expenses included in cost of sales

Total employee benefits expenses are inclusive of:

Short-term obligations

Employee benefits that are expected to be settled within 12 months have been measured at the amounts expected to be paid when the liabilities are settled, plus related on-costs.

The liability for annual leave is recognised in the provision for employee benefits. All other shortterm employee benefit obligations are presented as payables.

07. Income tax

Other long-term employee benefit obligations

Employee benefits payable later than 12 months have been measured at the present value of the estimated future cash outflows to be made for those benefits. In determining the liability, consideration is given to employee wages increases and the probability that the employee may satisfy any vesting requirements. Those cash flows are discounted using market yields on national government bonds with terms to maturity that match the expected timing of cash flows attributable to employee benefits.

The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the applicable tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Company’s subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for:

temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss.
temporary differences related to investments in subsidiaries, associates and jointly controlled entities to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future.
taxable temporary differences arising on the initial recognition of goodwill.

The measurement of deferred tax reflects the tax consequences that would follow the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Short-term incentive plans

The Group recognises a liability and an expense for bonuses payable under short term incentive plans. Short term incentive plans are based on the achievement of targeted performance levels that may be set at the beginning of each financial year. The Group recognises a liability to pay out short term incentives when contractually obliged based on the achievement of the stated performance levels, or where there is a past practice that has created a constructive obligation.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date..

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

In determining the amount of current and deferred tax the Group takes into account the impact of uncertain tax positions and whether additional taxes and interest may be due. This assessment relies on estimates and assumptions and may involve a series of judgements about future events. New information may become available that causes the Group to change its judgement regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact the tax expense in the period that such a determination is made.

The Company and its wholly-owned Australian resident entities are part of a tax consolidated group. As a consequence, all members of the taxconsolidated group are taxed as a single entity. The head entity within the tax-consolidated group is Freelancer Limited.

078

079

NOTES TO THE FINANCIAL STATEMENT

FREELANCER LIMITED ANNUAL REPORT

2025

FREELANCER LIMITED ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENT

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2025 2024
$000 $000
(a) Income tax
Current tax 1,320 118
Deferred tax (174) (574)
Income tax (benefit) 1,146 (456)
Deferred income tax expense included in income tax benefit comprises:
Decrease in deferred tax assets 440 181
(Decrease) in deferred tax liability (614) (755)
Total deferred income tax (174) (574)
(b) Numerical reconciliation of income tax benefit to prima facie income tax payable
Profit / (Loss) from ordinary activities before income tax expense 3,352 (1,270)
Tax at the Australian rate of 30% 1,006 (381)
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Difference in tax rate (142) 23
Share based payments 25 28
Under/(Over) provision in prior years (58) (236)
Non Taxable income 315 105
Other non-allowable items - 5
Income tax (benefit) / expense 1,146 (456)
(c) Deferred tax assets
The balance comprises temporary differences attributable to:
Employee benefits 488 482
Provision for user disputes & refunds 150 151
Foreign exchange losses 127 767
Provision for impairment of receivables 1,230 1,324
Audit fees 31 40
Lease liabilities 2,142 3,406
Future benefit of tax losses 6,682 5,094
Future benefit of foreign tax losses 21 34
Net deferred tax assets 10,871 11,298
Movements:
Opening balance at beginning of year 11,298 11,450
Credited to the profit or loss statement (440) (181)
Exchange differences 13 29
Closing balance at end of year 10,871 11,298
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	2025 $000	2024 $000
(d) Deferred tax liabilities
The balance comprises temporary differences attributable to:
Accrued revenue	(25)	(19)
Foreign exchange gains	(594)	(250)
Right of use assets	(1,384)	(2,371)
Net deferred tax liabilities Movements:	(2,003)	(2,640)
Opening balance at beginning of year	2,640	3,377
(Credited) to the proft or loss statement	(614)	(755)
Exchange differences Closing balance at end of year	(23) 2,003	18 2,640
(e) Current tax assets / (liabilities)
Current tax assets / (liabilities)	(358)	3
(f) Franking credits
Franking credits available at the reporting date based on a tax rate of 30%	66	66

Freelancer Limited and its wholly-owned Australian entities elected to form an income tax consolidated group as of 12 April 2010.

08. Cash and cash equivalents

For cash flow statement presentation purposes, cash and cash equivalents includes cash on hand, deposits held at call with banks, other short term highly liquid investments with original maturities of three months

or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts.

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2025 2024
$000 $000
Current
Cash at bank and on hand 19,851 20,211
Term deposits 3,074 2,951
Total cash and cash equivalents 22,925 23,162
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09. Trade and other receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. This provision includes amounts that are not considered to be recoverable from debtors and amounts that are expected to be credited to debtors.

Trade receivables are generally due for settlement no more than 30 days from the date of recognition. They are presented as current assets unless collection is not expected for more than 12 months after the reporting date.

080

081

NOTES TO THE FINANCIAL STATEMENT

FREELANCER LIMITED ANNUAL REPORT

2025

FREELANCER LIMITED ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENT

The Group applies the simplified approach to providing for expected credit losses prescribed by AASB 9, which permits the use of the lifetime expected loss provision for all trade receivables. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due. The loss allowance provision as at 31 December 2025 is determined as follows; the expected credit losses also incorporate forward-looking information.

Collectability of trade receivables is reviewed on an ongoing basis. A provision for impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments are considered indicators that the trade receivable is impaired. In addition, the trade receivables balances are considered for credit notes that are expected to be raised against individual and collective balances.

The "amounts written off" are all due to customers declaring bankruptcy, or term receivables that have now become unrecoverable.

				2025 $000	2024 $000
Current
Trade receivables				5,009	5,599
Payment gateway receivables				889	958
Less: provisions for impairment of receivables				(4,291)	(4,497)
Current trade receivables net of provisions for impairment Other receivables Total current trade and other receivables Non-Current				1,607 304 1,911	2,060 280 2,340
Payment gateway receivables Total trade and other receivables (a) Provision for impaired trade receivables				137 2,049	199 2,539
Opening balance				4,497	3,982
Increase in provisions for impairment during the year				98	95
Exchange differences Closing balance (b) Ageing of current trade receivables				(304) 4,291	420 4,497
1–30 days				1,600	2,179
31–60 days				353	365
61–90 days				72	55
90+ days				4,315	4,437
Provision for impairment Total trade receivables net of provision for impairment				(4,291) 2,049	(4,497) 2,539
(c) Expected losses
2025	1–30 days	31–60 days	31–60 days	90+ days	Total
	$000	$000	$000	$000	$000
Expected loss rate (% of Aged Receivables)	5%	23%	90%	94%
Gross carrying amount	1,600	353	72	4,315	6,340
Loss allowing provision	(81k)	(82k)	(65k)	(4,063)	(4,291)
2024	1–30 days	31–60 days	31–60 days	90+ days	Total
	$000	$000	$000	$000	$000
Expected loss rate (% of Aged Receivables)	1%	27%	96%	98%
Gross carrying amount	2,179	365	55	4,437	7,036
Loss allowing provision	(16k)	(97k)	(53k)	(4,331)	(4,497)

10. Other assets

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2025 2024
$000 $000
Current
Prepayments 1,575 2,499
Other 439 463
Total current other assets 2,014 2,962
Non-current
Security deposits 488 456
Total non-current other assets 488 456
Total other assets 2,502 3,418
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11. Plant and equipment

The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the asset’s employment and subsequent disposal. The expected net cash flows have not been discounted in determining recoverable amounts.

Plant and equipment is stated at historical cost less depreciation, amortisation and impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the items. The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets.

Depreciation of all fixed assets is calculated using the straight-line method to allocate their cost, net of their residual values, over their estimated useful lives, as follows:

Fixtures and fttings	4–5 years
Offce and computer equipment	4–5 years
Software	3 years
Leasehold improvements	shorter of either the unexpired period of the lease or the estimated useful lives of the improvements

The residual values and useful lives of assets are reviewed, at the end of each reporting period and adjusted if appropriate. If an asset’s carrying amount exceeds its recoverable amount, it is immediately written down to its recoverable amount.

Gains and losses on disposal are calculated as the difference between the proceeds and the carrying amount and are recognised in profit or loss in the period they arise. For revalued assets, any related amounts in the revaluation surplus are transferred to retained earnings upon sale.

082

083

NOTES TO THE FINANCIAL STATEMENT

FREELANCER LIMITED ANNUAL REPORT

2025

FREELANCER LIMITED ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENT

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2025 2024
$000 $000
Non-current
Office and computer equipment – at cost 3,606 3,431
Accumulated depreciation (3,263) (3,233)
Carrying value of office and computer equipment 343 198
Fixtures and fittings – at cost 505 523
Accumulated depreciation (505) (520)
Carrying value of fixtures and fittings - 3
Software – at cost 1 1
Accumulated depreciation (1) (1)
Carrying value of software - -
Leasehold improvements – at cost 440 440
Accumulated amortization (440) (440)
Carrying value of leasehold improvements - -
Total carrying value of plant and equipment 343 201
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12. Intangible assets

Goodwill

Goodwill is initially recognised as the excess of the purchase price over the net fair value of identifiable assets, liabilities, and contingent liabilities acquired in a business combination. Goodwill is not amortized but is instead tested for impairment annually, or more frequently if events or changes in circumstances indicate potential impairment. It is carried at cost, less accumulated impairment losses.

Domain Names

Domain names are measured at cost of acquisition and are tested for impairment annually, or more frequently if events or changes in circumstances indicate potential impairment. Impairment testing is conducted either individually or at the cash-generating unit level. The useful lives of domain names are also assessed annually, with any necessary adjustments applied prospectively.

Intellectual Property

Intellectual property is measured at cost of acquisition and is tested for impairment annually, or more frequently if events or changes in circumstances indicate potential impairment. Impairment testing is conducted either individually or at the cash-generating unit level. The useful lives of intellectual property are also assessed annually, with any necessary adjustments applied prospectively.

Trademarks

Trademarks are measured at cost of acquisition and amortized on a straight-line basis over their expected benefit period. Impairment testing is conducted when indicators of impairment arise, either individually or at the cash-generating unit level. The useful lives of trademarks are assessed annually, with any necessary adjustments applied prospectively.

Reconciliations

Reconciliations of the carrying amount of plant and equipment and leasehold improvements at the beginning and end of the current financial year are set out below:

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Office and computer Fixtures Software Leasehold Total
equipment and fittings improvements
$000 $000 $000 $000 $000
Balance at 1 January 2024 273 7 - - 280
Additions 92 - - - 92
Disposals - - - - -
Depreciation and amortization (175) (4) - - (179)
Depreciation and amortization 8 - - - 8
Balance at 31 December 2024 198 3 - - 201
Additions 285 - - - 285
Disposals - - - - -
Depreciation and amortization (137) (3) - - (140)
Exchange differences (3) - - - (3)
Balance at 31 December 2025 343 - - - 343
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2025 2024
$000 $000
Non Current
Domain names – at cost 4,938 4,938
Accumulated impairment (28) (28)
Carrying value of domain names 4,910 4,910
Intellectual property – at cost 2,112 2,112
Additions 10 -
Accumulated impairment - -
Carrying value of intellectual property 2,122 2,112
Goodwill 27,098 27,098
Accumulated impairment - -
Carrying value of goodwill 27,098 27,098
Total carrying value of intangible assets 34,130 34,120
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Reconciliations

Reconciliations of the carrying amount of intangible assets at the beginning and end of the current and previous financial year are set out below:

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Domain names Intellectual property Goodwill Total
$000 $000 $000 $000
Balance at 1 January 2024 4,910 2,112 27,098 34,120
Balance at 31 December 2024 4,910 2,112 27,098 34,120
Additions 10
Balance at 31 December 2025 4,910 2,122 27,098 34,130
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084

085

NOTES TO THE FINANCIAL STATEMENT

FREELANCER LIMITED ANNUAL REPORT

2025

FREELANCER LIMITED ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENT

The Directors have determined the useful life of domain names is indefinite and subject to an annual test for impairment of the fair value of the domain names. The Directors have assessed the recoverability of domain names, intellectual property and goodwill based on value in use calculations.

value-in-use calculation using a discounted cash flow model, based on a 12 month projection period for the Group approved by management and extrapolated for a further 5 years with a discounted terminal value.

Goodwill and other intangibles are allocated to cash-generating units which are based on the Group’s reporting segments:

The recoverable amount of the Group’s intangible assets has been determined by a

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2025 2024
$000 $000
Online marketplace 22,436 22,426
Online payments 11,694 11,694
Total 34,130 34,120
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The recoverable amount of each cashgenerating unit above is determined based on value-in-use calculations. Value- in-use is calculated based on the present value of cash flow projections over a 5 year period with the period extending beyond 5 years extrapolated using a 2% terminal growth rate. The cash flows are discounted based on management’s

estimate of the time value of money and the Group’s weighted average cost of capital adjusted for the risk free rate and the volatility of the share price relative to market movements.

The following key assumptions were used in the value-in-use calculations:

	CAGR Rate	Discount Rate
Online marketplace	5.1%	16%
Online payments	8.1%	16%

Management has based the value-in-use calculations on budgets for each reporting segment. These budgets use historical weighted average growth rates to project revenue. Costs are calculated taking into account historical gross margins as well as estimated weighted average inflation rates over the period, which are consistent with inflation rates applicable to the locations in which the segments operate.

Discount rates are pre-tax and are adjusted to incorporate risks associated with a particular segment.

Based on the above, management is satisfied that there are no indicators of impairment to the current carrying value of intangible assets.

13. Leases

The Group as lessee

Options to Extend or Terminate

the exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.

– At inception of a contract, the Group assesses if the contract contains or is a lease. If there is a lease present, a right-of-use asset and a corresponding lease – liability are recognised by the Group where the Group is a lessee. However, all contracts that are classified as short-term leases (ie leases with a remaining term of 12 months or less) and leases of low value assets are recognised as operating expenses on a straight-line basis over the term of the lease.

–

The right-of-use assets comprise the initial

measurement of the corresponding lease liability, any lease payments made at or before the commencement day and any initial direct costs. The subsequent measurement of the right-of-use assets is at cost less accumulated depreciation and impairment losses.

Initially the lease liability is measured at the present value of the lease payments still to be paid at the commencement date. The lease payments are discounted at the interest rate implicit in the lease. If this rate cannot be readily determined, the Group uses the incremental borrowing rate.

Right-of-use assets are depreciated over the lease term or useful life of the underlying asset, whichever is the shortest.

Where a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group anticipates to exercise a purchase option, the specific asset is depreciated over the useful life of the underlying asset.

Lease payments included in the measurement of the lease liability is as follows:

fixed lease payments less any lease incentives; variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date;

The Group's lease portfolio comprises commercial leases for office property. As at 31 December 2025 these leases had remaining lives ranging from 2.5 months up to 25 months.

the amount expected to be payable by the lessee under residual value guarantees;

The options to extend or terminate are contained in several of the Group’s property leases. These clauses provide the Group opportunities to manage leases in order to align with its strategies. All of the extension or termination options are only exercisable by the Group.

The extension options or termination options which were probable to be exercised have been included in the calculation of the right-of-use asset.

(i) AASB 16 related amounts recognised in the balance sheet

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2025 2024
$000 $000
Right of use assets
Leased office property:
Opening balance 9,222 13,471
Addition to right-of-use asset 66 145
Depreciation expense for the year ended (4,380) (4,482)
Exchange differences (46) 88
Net carrying amount 4,862 9,222
Lease liabilities
Current 4,543 5,487
Non-current 2,420 6,911
Total 6,963 12,398
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086

087

NOTES TO THE FINANCIAL STATEMENT

FREELANCER LIMITED ANNUAL REPORT

2025

FREELANCER LIMITED ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENT

(ii) AASB 16 related amounts recognised in the statement of profit or loss

15. Provisions

	2025 $000	2024 $000
Depreciation charge related to right-of-use assets	4,379	4,482
Interest expense on lease liabilities (under fnance costs)	825	1,279

(iii) AASB 16 related amounts recognised as cash outflows in the statement of cash flow

	2025 $000	2024 $000
Interest expense on lease liabilities (under fnance costs)	825	1,279
Repayment of lease liabilities	5,397	4,954

14. Trade and other payables

These amounts represent liabilities for goods and services provided to the Group and amounts outstanding to users of the Company’s websites at the end of financial year which are unpaid.

The amounts are unsecured and are payable as and when they are due. Trade and other payables are presented as current liabilities unless payment is not due within 12 months from the reporting date.

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2025 2024
$000 $000
Current
Trade payables 3,606 2,762
Deferred consideration payable – acquisition of non-controlling interest 794 -
Sundry payables and accrued expenses 774 763
User obligations 31,290 33,610
Total trade and other payables 36,464 37,135
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Movements

A provision for onerous contracts is recognised when the expected benefits to be derived by the Group from a contract are lower than the unavoidable cost of meeting the obligations under the contract. The provision is stated at the present value of the future net cash outflows expected to be incurred in respect of the contract.

Provisions are recognised when the Company has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result, and that outflow can be reliably measured. Provisions recognised represent the best estimate of the amounts required to settle the obligation at reporting date.

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2025 2024
$000 $000
Current
Make-good provisions 280 39
Provision for user disputes and refunds 499 634
Provision for indirect taxes 26 88
Employee benefits 1,599 1,511
Total current provisions 2,404 2,272
Non-current
Make-good provisions 290 393
Employee benefits 727 691
Total non-current provisions 1,017 1,084
Total provisions 3,421 3,356
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Provision for Provision
Employee Provision for Total
User Disputes for Indirect
Benefits Make-good Provisions
/Refunds Taxes
$000 $000 $000
$000 $000
Balance at 1 January 2024 569 347 2,131 454 3,501
Additional provisions 19 909 947 - 1,875
Amounts used - (1,170) (905) - (2,075)
Unused amounts reversed - - (34) (34)
Foreign exchange differences 46 2 29 12 89
Balance at 31 December 2024 634 88 2,202 432 3,356
Additional provisions - 538 1,216 150 1,904
Amounts used (11) (597) (1,012) - (1,620)
Unused amounts reversed (51) - - (51)
Foreign exchange differences (73) (3) (80) (12) (168)
Balance at 31 December 2025 499 26 2,326 570 3,421
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088

089

NOTES TO THE FINANCIAL STATEMENT

FREELANCER LIMITED ANNUAL REPORT

2025

FREELANCER LIMITED ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENT

16. Contract liabilities

Refer to Note 5 for the accounting policy on marketplace and payment services revenue recognition policy. Revenue is recognised when these conditions are met.

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2025 2024
$000 $000
Amounts received in advance of delivery for services 2,451 1,719
Total contract liabilities 2,451 1,719
Current 1,614 963
Non-current 837 756
2,451 1,719
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There were no significant changes in the contract liability balances during the 2025 year.

17. Contributed equity

(a) Share capital

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Note 2025 2024 2025 2024
Number Number $000 $000
Ordinary shares
Fully paid 18(b) 450,914,882 450,914,882 38,918 38,918
Total share capital 38,918 38,918
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(b) Movements in ordinary share capital

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Reconciliation to 31 December 2024 Number of shares Average price $000
Balance at 1 January 2024 451,724,410 38,918
Issue/(cancellation) of ordinary shares:
Buy-back and cancellation of ESP shares (809,528) $0.50 -
Balance at 31 December 2024 450,914,882 38,918
Reconciliation to 31 December 2025 Number of shares Average price $000
Balance at 1 January 2025 450,914,882 38,918
Balance at 31 December 2025 450,914,882 38,918
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(c) Ordinary shares

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. The Group would look to raise capital when an opportunity to invest in a business or company was seen as value adding relative to the current parent entity’s share price at the time of the investment. The Group actively pursues additional investments as part of its growth strategy.

Ordinary shares have the right to receive dividends as declared, and, in the event of winding up the Company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held. Ordinary shares entitle their holder to one vote, either in person or by proxy, at a meeting of the Company.

(d) Employee Share Plan (ESP)

The capital risk management policy remains unchanged from the 2024 Annual Report.

Information relating to the ESP, including details of shares issued under the plan, is set out in Note 23.

1 As the ESP is considered in substance a share option, the ESP shares issued and corresponding loan receivables are not recognised by the Group in its financial statements. The loan receivable does not satisfy the “probable future benefits following to the entity” criteria on the basis that the loan is non-recourse. The ESP shares will not be considered issued to participants until the corresponding loan has been repaid, at which time there will be an increase in the issued capital and increase in cash.

(e) Capital risk management

The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern, so that it can provide returns to shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost of capital.

18. Equity – reserves

(a) Movements

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2025 2024
Current $000 $000
Share based payment reserve movements
Balance at the beginning of the period 1,255 1,284
Share based payments reserve no longer required - (123)
Share based payment expense 85 94
Balance at the end of the period 1,340 1,255
Foreign currency translation reserve movements
Balance at the beginning of the period 500 11
Currency translation differences arising during the period (664) 489
Balance at the end of the period (164) 500
Total reserves 1,176 1,755
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(b) Nature and purpose of reserves

Share-based payments reserve

Foreign currency translation reserve

This amount represents the value of the ESP share grants to employees under the Freelancer Employee Share Plan and other compensation granted in the form of equity.

The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of its overseas subsidiaries.

090

091

NOTES TO THE FINANCIAL STATEMENT

FREELANCER LIMITED ANNUAL REPORT

2025

FREELANCER LIMITED ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENT

19. Key management personnel disclosures

(a) Directors

(b) Other key management personnel

The following persons were Directors of Freelancer Limited during the financial year:

The following persons also had the authority and responsibility for planning, directing and controlling the major activities of the Group, directly or indirectly, during the financial year:

Mr Robert Matthew Barrie

– Executive Chairman

Mr Neil Leonard Katz

Mr Darren Nicholas John Williams

Chief Financial Officer and Company Secretary

– Non-Executive Director

Mr Simon Alvin Clausen

– Non-Executive Director

Mr Craig Scroggie

– Non-Executive Director

Mr Patrick Grove

Non-Executive Director

(c) Key management personnel compensation

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2025 2024
$000 $000
Short-term employee benefits 1,428 1,374
Share based employee benefits 68 77
Other long-term benefits 76 68
Total benefits 1,572 1,519
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Short-term employee benefits

Share based payments

These amounts include fees and benefits paid to the Non-Executive Directors as well as all salary, paid leave benefits, fringe benefits and cash bonuses awarded to Executive Directors and other KMP.

These amounts represent the expense related to the participation of KMP in equity-settled schemes as measured by the fair value of the options rights and shares granted on grant date.

Other long-term benefits

Further information in relation to KMP remuneration can be found in the Remuneration Report, which is included in the Director’s Report.

These amounts represent long service leave benefits accruing during the year, long-term disability benefits and deferred bonus payments.

20. Remuneration of auditors

During the year the following fees were paid for services provided by the auditor of the parent entity, its related practices and non-related audit firms:

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2025 2024
$000 $000
(a) Hall Chadwick
Audit and other assurance services
Audit and review of financial reports 166 157
Due diligence services - -
Taxation services
Tax compliance services, including review of Company income tax returns 20 4
Total remuneration of Hall Chadwick 186 161
(b) Audit firms other than Hall Chadwick
Audit and other assurance services
Audit and review of financial reports 84 72
Taxation services
Tax compliance services, including review of subsidiary income tax returns 58 78
Total remuneration of audit firms other than Hall Chadwick 142 150
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21. Contingent liabilities

included in cash is an amount of $2,608,647 on term deposits (2024: $2,608,647), which is secured against bank guarantees that have been provided to lessors in respect of premises occupied by the Group in Sydney.

Except for the items listed below, there are no other contingent liabilities as at 31 December 2025:

term deposits of $49,984 (2024: $52,251) are secured for corporate credit card facilities in place;
included in cash is an amount of $37,658 (2024: $40,501), which is secured against ACH bank facilities
deposits of $102,503 (2024: $199,074) are held by various credit card processing providers, as security for any contractual compensation arising under these agreements;
included in cash is an amount of USD75,000 (2024: USD87,000), which is held as a reserve to satisfy escrow regulatory requirements in respect of credit card transactions.

092

093

NOTES TO THE FINANCIAL STATEMENT

FREELANCER LIMITED ANNUAL REPORT

2025

FREELANCER LIMITED ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENT

22. Commitments for expenditure

Leases in which a significant portion of the risks and rewards of ownership are not transferred to the Group as lessee are classified as operating leases. Leases are made up of operating leases of property. Payments made under operating leases are accounted for in accordance with AASB 16 Leases and are brought into account as depreciation on the right of use asset and interest paid on the corresponding lease liability.

(a) Non-cancellable operating services

The Group has entered into a commercial agreement for web hosting services with an annual fee commitment for 1 year commencing on 1 April 2024. Fees paid under this agreement are charged to the income statement on a usage basis over the period of the agreement. This commitment is fixed in USD. The future minimum fee commitment under this agreement has been calculated using the spot exchange rate at 31 December 2024 and may be subject to variation due to changes in exchange rates. The amounts are as follows:

Where the Group acts as lessor in an operating lease arrangement, rental income from operating leases is accounted for on a straight-line basis over the period of the lease. Lease incentives provided are recognised over the lease term on a straight-line basis.

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2025 2024
$000 $000
Less than one year - 1,411
- -
Between one and five years
- -
More than five years
Total operating service commitments - 1,411
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(b) Other capital commitments

There were no other capital commitments as at 31 December 2025.

23. Share based payments

Employee Share Plan The Group operates an employee share plan. The fair value of the effective option over the shares granted under the Company’s Employee Share Plan (ESP) is recognised as an employee benefit expense with a corresponding increase in equity. The fair value is measured at grant date and recognised over the period during which the employees become unconditionally entitled to the ESP shares.

expected dividends to be distributed between the grant date and the vesting dates.

During the year ended 31 December 2013, the Company established a share based payment plan, the Employee Share Plan (ESP) to assist the Company in retaining and attracting current and future employees by providing them with the opportunity to own shares in the Company. Resolutions to amend and approve the ESP were passed at the AGM held on 17 May 2016.

The fair value at grant date is independently determined using a Black-Scholes option pricing model that takes into account the exercise price, the term of the ESP shares, the vesting and performance criteria, the impact of dilution, the non-tradeable nature of the ESP share, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the ESP share.

The key terms of the ESP are as follows:

the Board may invite a person who is employed or engaged by or holds an office with the Group (whether on a full or part-time basis) and who is declared by the Board to be eligible to participate in the ESP from time to time (Eligible Employee) to apply for fully paid ordinary shares under the plan from time to time (ESP shares);

The fair value of share grants issued outside of the ESP is independently determined based on the grant date share value, adjusted for the present value of

invitations to apply for ESP shares offered to Eligible Employees subsequent to the Company’s initial public offering are to be made on the basis of the market price per share defined as the volume weighted average price at which the Company’s shares have traded during the 30 days immediately preceding the date of the invitation;
any dividends received by the ESP Participant whilst the whole or part of the ESP Loan remains outstanding must be applied to the repayment of the ESP Loan. In addition, an ESP Participant may make pre-payments at any time;

the maximum number of ESP shares for which invitations may be issued under the ESP together with the number of ESP shares still to be issued in respect of already accepted invitations and that have already been issued in response to invitations in the previous 5 years (but disregarding ESP shares that are or were issued following invitations to non-residents, that did not require a disclosure document under the Corporations Act, or that were issued under a disclosure document under the Corporations Act) must not exceed 5% of the total number of ordinary shares on issue in the Company at the time the invitations are made;

invitations to apply for ESP shares under the ESP will be made on a basis determined by the Board (including as to the conditionality on the achievement of any key performance indicators) and notified to Eligible Employees in the invitation, or if no such determination is made by the Board, on the basis that ESP shares will be subject to a 4 year vesting period, with:
10% vest on the first anniversary of the issue date;
20% vest on the second anniversary of the issue date; •

in the event of a corporate reconstruction, the Board will adjust, subject to the Listing Rules (if applicable), any one or more of the maximum number of Shares that may be issued under the ESP (if applicable), the subscription price, the buy-back price and the number of ESP shares to be vested at any future vesting date (if applicable), as it deems appropriate so that the benefits conferred on ESP Participants after a corporate reconstruction are the same as the benefits enjoyed by the ESP Participants before the corporate reconstruction. On conferring the benefit of any corporate reconstruction, any fractional entitlements to shares will be rounded down to the nearest whole share;

30% vest on the third anniversary of the issue date; and
40% vest on the fourth anniversary of the issue date.
Eligible Employees who accept an invitation (ESP Participants) may be offered an interest free loan from the Company to finance the whole of the purchase of the ESP shares they are invited to apply for (ESP Loan). ESP Loans will have a term of 4 years and become repayable in full on the earlier of:
the fourth anniversary of the issue date of the Employee Offer Shares; and

ESP Participants will continue to have the right to participate in dividends paid by the Company despite some or all of their ESP shares not having vested yet or being subject to an ESP Loan. If an ESP Loan has been made to the ESP Participant, then any dividend due must first be applied to reducing any outstanding ESP Loan amount applicable to the ESP shares on which the dividend is paid;

if the ESP Participant ceases to be an Eligible • Employee, either:
› the date 30 days after the date of cessation, if the Eligible Employee is a good leaver (as defined in the ESP); or
› that date of cessation, if the Eligible Employee is a bad leaver (as defined in the ESP).
if the ESP Participant does not repay the outstanding ESP Loan, or it notifies the Company • that it cannot, then such number of ESP shares that equal by value (using the price at which the ESP shares were issued) the outstanding amount of the ESP Loan will become the subject of a buy-back notice from the Company which the ESP Participant must accept. The buy-back of such number of ESP shares will be considered full and final satisfaction of the ESP Loan and the Company will not have any further recourse against the ESP Participant;
ESP shares which have not vested and/or are subject to repayment of the ESP Loan will be restricted (escrowed) from trading;

094

095

NOTES TO THE FINANCIAL STATEMENT

FREELANCER LIMITED ANNUAL REPORT

2025

FREELANCER LIMITED ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENT

the Company may buy-back at the issue price any ESP shares which:
have not vested, or are incapable of vesting at any time (including as a result of the ESP Participant failing to meet any key performance indicators on which vesting of ESP shares is conditional); or
remain in escrow and/or are the subject of an ESP Loan, on the occurrence of:
› the ESP Participant ceasing to be an Eligible Employee (unless the Board, in its sole and absolute discretion determines otherwise, subject to any conditions that it may apply, including the repayment of any outstanding ESP Loan); or
› the expiration of the term of the ESP Loan.
any bonus securities issued in relation to ESP shares which remain unvested or are subject to an ESP Loan which becomes repayable in full will be the subject of a buy-back by the Company at the issue price for no consideration;

Long Term The Group operates a long term incentive plan through Incentive Plan the grant of equity incentives in the form of Share Rights . The fair value of the effective option over the equity incentives in the form of Share Rights granted under the Company’s Long Term Incentive Plan (LTIP) are recognised as an employee benefit expense with a corresponding increase in equity. The fair value is measured at grant date and recognised over the period during which the employees become unconditionally entitled to the Share Rights.

The fair value at grant date is independently determined using a Black-Scholes option pricing model that takes into account the exercise price, the term of the Share Rights, the vesting and performance criteria, the impact of dilution, the non-tradeable nature of the Share Rights, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the Share Rights.

During the year ended 31 December 2021, the Company established a long term incentive plan, the Long Term Incentive Plan (LTIP) to assist the Company in retaining and attracting current and future employees by providing them with the opportunity to own shares in the Company. Resolutions to implement the LTIP was passed at the AGM held on 28 July 2021.

on the death or permanent disability of an ESP Participant, all ESP shares held by the ESP Participant or their estate will immediately vest subject to the repayment of any outstanding ESP Loan by the curator, executor or nominated beneficiary(ies) (as the case may be) within 30 days of their appointment (or such longer period as the Company in its discretion may allow). Failing such repayment, the Company will buyback all ESP shares in respect of which there is an outstanding ESP Loan;

the rules of the ESP and any amendment to the rules of the ESP must be in accordance with the Listing Rules and the Corporations Act;
if, while the Company’s shares are traded on the ASX or any other stock exchange, there is any inconsistency between the terms of the ESP and the Listing Rules, the Listing Rules will prevail; and
the ESP is governed by the laws of the State of New South Wales, Australia.

The full terms of the ESP are available on the Company’s website, www.freelancer.com.

The key terms of the LTIP are as follows:

A Share Right includes (without limitation):
› Performance Rights (i.e. Share Rights with no exercise price);
› Options (i.e. Share Rights generally with an exercise price equal to the market value of a Share on the date of grant or such other exercise price determined by the Board); and
› Premium Priced Options (i.e. Share Rights with an exercise price that is greater than the market value of a Share on the date of grant).
Eligibility and grant of securities – Employees who are in full-time or permanent part-time employment of a Group Company who the Board determines is to receive an offer under the Plan.

• Offer and Conditions – The Board may, in its absolute discretion and subject to the Plan, offer eligible employees the opportunity to participate in the Plan.

• Vesting – Share Rights may be subject to certain Performance Criteria or other vesting conditions as determined by the Board and set out in each participant’s plan offer letter. Following testing of any relevant Performance Criteria / vesting conditions, Share Rights that do not vest will lapse (unless otherwise determined by the Board). Performance Criteria / vesting conditions can be waived by the Board in its absolute discretion.

Exercise and allocation of Share Rights – Upon vesting of the Share Rights, subject to the Plan, those Share Rights will become exercisable. Share Rights must be exercised within the exercise period as advised by the Board. Upon exercise of Share Rights for the exercise price (if any), the participant will receive one Share for each Share Right that is exercised (subject to adjustment in accordance with the Plan) either by way of the issue of new Shares or a transfer of Shares acquired on-market or an allocation of Shares. The corresponding number of Shares will be delivered and registered, or allocated, in the participant’s name (as applicable) as soon as practicable after a participant has exercised their Share Rights and paid the exercise price (if any) to the Company. Notwithstanding the above, upon exercise of Share Rights, the Board may determine, in accordance with the Plan, to instead pay a cash amount to the participant in respect of a vested Share Right in lieu of an issue of new Shares. The Board may, in its discretion, also determine to accept a cashless exercise of any Share Rights (in accordance with the Rules), which will involve the number of Shares allocated to the relevant participant being reduced by such number of Shares determined by the Board equal to the aggregate exercise price (if any) in respect of those Share Rights.

• Cessation of employment – If a participant ceases their employment with the Group before the end of the Performance Period, their unvested Share Rights will ordinarily lapse (unless otherwise determined by the Board). However, if a participant ceases employment with the Group due to a ‘Good Leaver Event’ and at least six months of the Performance Period has elapsed at that time, a pro rata number of their unvested Share Rights (based on the portion of the Performance Period that has elapsed as at that time) will generally be retained and will be tested following the end of the Performance Period in accordance with the Plan. A ‘Good Leaver Event’ means death, permanent disablement, retirement, redundancy (as those terms are defined in the Plan) or such other circumstances that result in a participant leaving the employment of the Group and that the Board determines is a Good Leaver Event. The Board retains the discretion to determine a different treatment of any unvested Share Rights. If prior to cessation of employment, the participant held any exercisable Share Rights, then subject to the Plan rules, the relevant exercise period, in respect of those Share Rights will end on the earlier of (i) the date that is three months (or other such period as determined by the Board) following the date of the participant’s cessation of employment or the date on which those Share Rights become vested Share Rights; or (ii) the expiry date.

Shares issued under the Plan

› Shares that are registered or allocated (as applicable) in the participant’s name will carry the same voting and dividend rights as • all other Shares from the date of registration or allocation (as applicable).

Lapsing of Share Rights – The Board may determine that some or all of a participant’s Share Rights (whether vested or unvested) lapse, if a participant:

› Shares issued under the Plan will rank equally with all other existing Shares as at – the time of issue in all respects, including with respect to voting rights and rights to receive dividends and bonus shares and to – participate in rights issues.
commits any act of fraud or defalcation or gross misconduct in relation to the affairs of any Group Company;

materially breaches their obligations to the Group Companies, including by failing to comply with a Group Company’s policies;

› A participant may only participate in a new issue of Shares or other securities to holders – of Shares if Shares have been allocated to the participant and registered or allocated (as applicable) in the name of the participant – in accordance with the Plan rules before the record date for determining entitlements to the issue.

hedges the value of, or enter into a derivative arrangement in respect of, any unvested Share Rights; or

purports to dispose of or otherwise deal with (including by granting any security interest over) their Share Rights other than as permitted under the Plan.

› Shares allocated to a participant following exercise of their Share Rights will not be subject to any further restrictions on dealing, other than to the extent prohibited by the Freelancer Securities Trading Policy.

096

097

NOTES TO THE FINANCIAL STATEMENT

FREELANCER LIMITED ANNUAL REPORT

2025

FREELANCER LIMITED ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENT

The Plan rules contain other circumstances where such Share Rights may lapse. In addition, the Board may determine in the above and other circumstances that any Shares acquired by (or cash paid to) a participant following the vesting of Share Rights for the after tax value of the Share Rights at the time they converted into Shares (or at such other time determined by the Board) be paid to the Company.

No transfer – Except in respect of the transmission of a Share Right to a participant's legal representative upon death or legal incapacity, and unless the Board determines otherwise, a participant may not dispose of or otherwise deal with (including by granting any security interest over) a Share Right.
Change of control – If a Change of Control Event occurs, or the Board determines that such may occur, the Board has the discretion to determine that any one or more of the following apply:
the Performance Criteria applicable to some or all unvested Share Rights will be assessed as at a date determined by the Board or are waived;
the exercise period in respect of some or all Share Rights that are or become vested Share Rights (including as a result of the exercise of the Board’s discretion above) is abridged to end on a date determined by the Board (subject to earlier lapse in accordance with the Plan rules);
some or all Share Rights are to be replaced by rights to shares of the new controlling company on substantially the same terms and subject to substantially the same conditions as the Share Rights with any appropriate amendments, including to Performance Criteria;
some or all unvested Share Rights lapse as at a date determined by the Board.

• Reorganisation of Capital and Bonus Issues – In the event of any reorganisation of the share capital of the Company (including any sub-division, consolidation, reduction or return of the share capital of the Company), the number of Share Rights, and/or the number of Shares subject to the Share Rights, and/or the exercise price (if any) of Share Rights, will be reconstructed to the extent necessary to comply with, and in accordance with, the ASX Listing Rules applying to a reorganisation of capital at the time of the reorganisation. If the Company makes a bonus issue of Shares to existing holders of Shares (other than an issue of Shares in lieu or in satisfaction of dividends or by way of dividend reinvestment) and no Share has been issued in respect of a Share Right before

the record date for determining entitlements to the bonus issue, then the number of underlying Shares over which the Share Right is convertible will be increased by the number of Shares which the participant would have received if the participant had exercised the Share Right before the record date for the bonus issue. No adjustment will be made to the exercise price.

• Plan Trustee – The Plan may be administered in conjunction with an employee share trust, the trustee of which may acquire Shares for the purposes of transfer to Participants or to be held for Participants (whether on an unallocated and/ or allocated basis). The transfer of a Share by the trustee of such a trust to a Participant, or the allocation of a Share in the Participant’s name which continues to be held by the trustee for that Participant, will satisfy the obligation of the Company to allocate a Share to the Participant under the Plan.

Other – The Plan will be administered by the Board, which has broad powers in respect of the Plan including to exercise discretions, amend the Plan rules or any offer letter at any time in any manner the Board thinks fit (subject to prescribed limitations in the Plan rules) and/or to waive any terms or conditions (including any Performance Criteria / vesting conditions) in relation to any Share Rights.

• Foreign participants – The Board may adopt amended rules of the Plan applicable in any jurisdiction under which Share Rights are offered under the Plan and the way in which the Plan is operated may be subject to additional or modified terms, having regard to any securities, exchange control or taxation laws or regulations or similar factors that may apply to a Participant or to any member of the Group in relation to the Share Rights or any of the provisions of the Plan.

(a) ESP share grants

Set out below are summaries of ESP shares granted, issued and that have balances or movement during the year under the plan:

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Issue Balance at Granted Released Forfeited/ Balance at Balance of Balance of
price the start of /issued from cancelled the end of unvested vested ESP
Grant date the year restrictions the year ESP shares shares
2025
Total - - - - - - -
2024
19 February 2020 $0.47 440,539 - - (440,539) - - -
2 March 2020 $0.45 200,000 - - (200,000) - - -
11 December 2020 $0.52 38,462 - - (38,462) - - -
14 April 2021 $0.62 120,000 - - (120,000) - - -
28 May 2021 $0.95 10,527 - - (10,527) - - -
Total 809,528 - - (809,528) - - -
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All Eligible Employees who accepted an offer of ESP shares were given an interest free loan from the Company to finance the whole of the purchase of the ESP shares they were invited to apply for (ESP Loan).

The assessed weighted average fair value at grant date of the effective share options granted during the financial year is n/a (2024: n/a) . Options were priced using a Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option. The expected price volatility of the Company’s shares is based on the historical volatility of ASX listed companies considered to be comparable to Freelancer Limited.

The ESP Loans are provided to participants on a non-recourse basis and upon vesting must be repaid in order to remove trading restrictions on vested ESP shares. The term of the ESP Loan is four years; however, participants may forfeit their ESP shares if they do not repay the ESP Loan or leave the Company. As the ESP removes the risk to participants from decreases in the share price by limiting the maximum loan amount repayable to the value of the ESP shares disposed and waiving the ESP Loan should the participant forfeit their ESP shares, whilst still allowing participants the rewards of any increase in share price, the Company has effectively granted the participants an option to the ESP shares due to the ESP Loans being non-recourse. As such, this arrangement is accounted for under AASB 2.

098

099

NOTES TO THE FINANCIAL STATEMENT

FREELANCER LIMITED ANNUAL REPORT

2025

FREELANCER LIMITED ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENT

(b) LTIP share option grants

Set out below are summaries of LTIP options granted, issued and that have balances or movement during the year under the plan:

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Issue Balance at Granted / Released Forfeited/ Balance at Balance of Balance of
price the start of issued from cancelled the end of unvested vested ESP
Grant date the year restrictions the year ESP shares shares
2025
28 August 2023 $0.25 357,226 - - - 357,226 178,613 178,613
Total 357,226 - - - 357,226 178,613 178,613
2024
22 October 2021 $0.72 13,889 - - (13,889) - - -
28 August 2023 $0.25 357,226 - - - 357,226 267,920 89,306
Total 371,115 - - (13,889) 357,226 267,920 89,306
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The assessed weighted average fair value at grant date of the effective Share Rights granted during the financial year is nil (2023: $0.19). Options were priced using a Black-Scholes option pricing model that takes into account the exercise price, the term of the Share Rights, the impact of dilution, the share price at grant

date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option. The expected price volatility of the Company’s shares is based on the historical volatility of ASX listed companies considered to be comparable to Freelancer Limited.

(c) LTIP share option grants in subsidiary (Payments Pty Ltd)

Set out below are summaries of LTIP options granted, issued and that have balances or movement during the year under the plan:

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Issue Balance Granted/ Released Forfeited/ Balance Balance of Balance
price at the issued from cancelled at the end unvested of vested
start of restrictions of the year ESP ESP
Grant date
the year shares shares
2025
16 November 2021 $0.0576 10,000,000 - - - 10,000,000 - 10,000,000
Total 10,000,000 - - - 10,000,000 - 10,000,000
2024
16 November 2021 $0.0576 10,500,000 - - (500,000) 10,000,000 4,000,000 6,000,000
Total 10,500,000 - - (500,000) 10,000,000 4,000,000 6,000,000
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Payments Pty Ltd has 1,000,000,000 shares in issue.

underlying share, the expected dividend yield and the risk free interest rate for the term of the option. The expected price volatility of the subsidiary’s shares is based on the historical volatility of ASX listed companies considered to be comparable to Payments Pty Ltd.

Options were priced using a Black-Scholes option pricing model that takes into account the exercise price, the term of the Share Rights, the impact of dilution, the market price at grant date and expected price volatility of the

24. Related party transactions

(d) Transactions with related parties Receivable from and payable to related parties

(a) Parent entity

Freelancer Limited is the parent entity and ultimate controlling entity.

There were no receivables from or payable to related parties at reporting date in relation to transactions with related parties detailed above.

(b) Interests in controlled entities

Interests in subsidiaries are set out in Note 27.

Loans to/from related parties

(c) Transactions with key management personnel Disclosures relating to key management personnel are set out in Note 24 and the Remuneration Report.

There were no loans to or from related parties at the reporting date.

Terms and conditions

All transactions were made on normal commercial terms and conditions and at market rates.

25. Parent entity information

The financial information for the parent entity, Freelancer Limited has been prepared on the same basis as the consolidated financial statements, except as set out below.

Freelancer Limited (as the head entity) and its wholly-owned Australian entities (as members of the Freelancer income tax consolidated group) account for their own current and deferred tax amounts. These tax amounts are measured as if each entity in the income tax consolidated group continues to be a standalone taxpayer in its own right.

Investments in subsidiaries

Investments in subsidiaries are accounted for at cost in the financial statements of Freelancer Limited. Investments in subsidiaries are tested for impairment whenever changes in events or circumstances indicate that the carrying amount may not be recoverable.

In addition to its own current and deferred tax amounts, Freelancer Limited also recognises the current tax liabilities (or assets) assumed from its wholly-owned entities in the income tax consolidated group.

Income tax consolidation legislation

Set out below is the supplementary information about the parent entity.

Freelancer Limited and its wholly-owned Australian entities have elected to form an income tax consolidated group.

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2025 2024
$000 $000
Statement of comprehensive income
(Loss) after tax (1,062) (75)
Total comprehensive (loss) (1,062) (75)
Statement of financial position
Current assets 465 834
Non-current assets 35,354 35,432
Total assets 35,819 36,266
Current liabilities 667 69
Non-current liabilities - -
Total liabilities 667 69
Net assets 35,152 36,197
Contributed equity 38,918 38,918
Reserves 1,032 1,015
Accumulated losses (4,798) (3,736)
Total equity 35,152 36,197
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100

101

NOTES TO THE FINANCIAL STATEMENT

FREELANCER LIMITED ANNUAL REPORT

2025

FREELANCER LIMITED ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENT

Contingent liabilities

The parent entity had no contingent liabilities at 31 December 2025 and 31 December 2024.

Capital commitments

The parent entity had no capital commitments as at 31 December 2025 and 31 December 2024.

26. Business Combinations

A business combination occurs where an acquirer gains control over one or more businesses. Business combinations are accounted for by applying the acquisition method, unless it is a combination involving entities or businesses under common control. The acquisition is recognised from the date control is obtained, with the fair value of identifiable assets acquired and liabilities assumed (including contingent liabilities) recorded, subject to certain limited exceptions.

When measuring the consideration transferred in the business combination, any asset or liability resulting from a contingent consideration arrangement is also included. Subsequent to initial recognition, contingent consideration classified as equity is not remeasured

Material accounting policy information

The accounting policies of the parent entity are consistent with those of the Group, except for investments in subsidiaries which are accounted for at cost, less any impairment.

and its subsequent settlement is accounted for within equity. Contingent consideration classified as an asset or liability is remeasured each reporting period to fair value, recognising any change to fair value in profit or loss, unless the change in value can be identified as existing at acquisition date.

All transaction costs incurred in relation to the business combination are expensed to the statement of profit or loss and comprehensive income. The acquisition of a business may result in the recognition of goodwill or a gain from a bargain purchase.

27. Interests in controlled entities

The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries of Freelancer Limited in accordance with the accounting policy described in Note 31:

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Country of Percentage Percentage
Incorporation Owned (%) Owned (%)
Name of entity 2025 2024
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Subsidiaries of Freelancer Limited:
Freelancer International Pty Ltd	Australia	100	100
Freelancer Technology Pty Ltd	Australia	100	100
Freelancer India Pty Ltd	Australia	100	100
Warrior Forum Pty Ltd	Australia	100	100
Warrior Technology Pty Ltd	Australia	100	100
Payments Pty Ltd	Australia	100	100
Payments International Pty Ltd	Australia	100	100
Payments Australia Pty Ltd	Australia	100	100
Payments IP Pty Ltd	Australia	100	100
StartCon Pty Ltd	Australia	100	100
Loadshift Holdings Pty Ltd **	Australia	73	60
Loadshift Technology Pty Ltd **	Australia	73	60
Loadshift Pty Ltd **	Australia	73	60
Photo Anywhere Holdings Pty Ltd	Australia	100	100
Photo Anywhere Pty Ltd	Australia	100	100
Photo Anywhere Technology Pty Ltd	Australia	100	100
Freelancer Networks (Canada), Inc.	Canada	100	100
Freelancer Outsourcing, Inc.	Canada	100	100
Canadian Payments, Inc	Canada	100	100
Freelancer.com Pte Limited	Singapore	100	100
Freelancer International GmbH	Switzerland	100	100
Freemarket (Switzerland) GmbH	Switzerland	100	100
Freelancer Online India Private Limited	India	100	100
Freelancer.com Philippines, Inc.	Philippines	100	100
Freelancer Outsourcing UK Limited	United Kingdom	100	100
Internet Escrow Services UK Limited	United Kingdom	100	100
Freelancer (Shanghai) Information Technology Co., Ltd.	China	100	100
Westmor Management, Inc. *	United States	100	100
Escrow.com, Inc. *	United States	100	100
Freelancer USA, Inc. (formerly EC Services Corporation)*	United States	100	100
Internet Escrow Services, Inc. *	United States	100	100
Freightlancer, Inc. **	United States	73	60

** Loadshift group

* Escrow.com group

102

103

NOTES TO THE FINANCIAL STATEMENT

FREELANCER LIMITED ANNUAL REPORT

2025

FREELANCER LIMITED ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENT

28. Events occurring after the reporting date

the aggregated entity’s operations in the future financial years, or

There are no other matters or circumstances that have arisen since 31 December 2025 that have significantly affected, or may significantly affect:

the results of those operations in future financial years, or
the aggregated entity’s state of affairs in the future financial affairs.

29. Reconciliation of loss after tax to net cash flow from operating activities

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2025 2024
$000 $000
Profit / (Loss) for the year 2,206 (814)
Non-cash items in operating profit / (loss):
Depreciation and amortisation 4,519 4,661
Share based payments expense 85 94
Net exchange differences (1,601) 1,950
Changes in operating assets and liabilities:
Decrease in trade and other receivables 409 2,226
Decrease in deferred tax assets 434 114
Decrease in other assets 862 36
Increase / (Decrease) in trade and other creditors 1,019 (1,543)
Increase / (Decrease) in provision for income tax 351 (6)
(Decrease) in deferred tax liabilities (616) (750)
Increase in provisions for employee benefits 124 72
(Decrease) in other provisions (47) (194)
Net cash inflow / (outflow) from operating activities 7,745 5,846
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Non cash information

30. Earnings per share (EPS)

Basic earnings per share

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:

Basic earnings per share is calculated by dividing:

the profit attributable to owners of the Company, excluding any costs of servicing equity other than ordinary shares
the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares, and
by the weighted average number of ordinary shares outstanding during the financial year, ordinary shares, and adjusted for bonus elements in ordinary • the weighted average number of shares shares issued during the year and excluding assumed to have been issued for no treasury shares. consideration in relation to dilutive potential ordinary shares.

(a) Basic earnings per share	2025 Cents	2024 Cents
From operations attributable to the ordinary equity of the Company	0.49	(0.18)
Total basic earnings per share attributable to the ordinary equity holders of the Company	0.49	(0.18)
(b) Diluted earnings per share
From operations attributable to the ordinary equity of the Company	0.49	(0.18)
Total basic earnings per share attributable to the ordinary equity holders of the Company	0.49	(0.18)
(c) Reconciliation of earnings used in calculating earnings per share	$000	$000
Basic earnings per share:
Proft / (Loss) from continuing operations	2,206	(814)
Diluted earnings per share:
Proft / (Loss) attributable to the ordinary equity holders of the Company	2,206	(814)
	2025 Shares	2024 Shares
(d) Weighted average number of shares used as the denominator
Weighted average number of ordinary shares used in calculating basic earnings per share	450,914,882	450,914,882
Adjustments for calculation of ordinary shares used
in calculating diluted earnings per share:
ESP shares	-	346,455
Share grants
Weighted average number of ordinary shares used in calculating diluted earnings per share	450,914,882	451,261,337

During the period, the group recognised $0.89 million of interest charge relating to rent under AASB 16: Leases.

ESP shares and share grants

(e) Information on the classification of securities

ESP shares granted to employees under the ESP and shares granted to employees outside of the ESP are considered to be potential ordinary shares and have been included in the determination of diluted earnings per share to the extent to which they are dilutive.

The ESP shares and share grants have not been included in the determination of basic earnings per share. Details relating to the ESP shares are set out in Note 23.

104

105

NOTES TO THE FINANCIAL STATEMENT

FREELANCER LIMITED ANNUAL REPORT

2025

FREELANCER LIMITED ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENT

31. Other significant accounting policies

(a) Principles of consolidation

The consolidated financial statements incorporate all of the assets, liabilities and results of Freelancer Limited and all subsidiaries. Subsidiaries are all entities over which the Group has control. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. A list of the subsidiaries is provided in Note 27.

The assets, liabilities and results of all subsidiaries are fully consolidated into the financial statements of the Group from the date on which control is obtained by the Group. The consolidation of a subsidiary is discontinued from the date that control ceases. Intercompany transactions, balances and unrealised gains or losses on transactions between group entities are fully eliminated on consolidation. Accounting policies of subsidiaries have been changed and adjustments made where necessary to ensure uniformity of the accounting policies adopted by the Group.

Equity interests in a subsidiary not attributable, directly or indirectly, to the Group are presented as “non-controlling interests”. The Group initially recognises non-controlling interests that are present ownership interests in subsidiaries and are entitled to a proportionate share of the subsidiary’s net assets on liquidation at either fair value or at the non- controlling interests’ proportionate share of the subsidiary’s net assets. Subsequent to initial recognition, non-controlling interests are attributed their share of profit or loss and each component of other comprehensive income. Non-controlling interests are shown separately within the equity section of the statement of financial position and statement of comprehensive income.

(b) Goods and Services Tax (GST) and Valued Added Tax (VAT)

Revenues, expenses and assets are recognised net of the amount of associated GST and VAT, except where the amount of GST and VAT incurred is not recoverable from the relevant taxation authority. In these circumstances, the GST and VAT is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables are stated inclusive of the amount of GST and VAT receivable or payable. The net amount of GST and VAT recoverable from, or payable to, the relevant taxation authority is included with other receivables or payables in the statement of financial position.

Cash flows are presented in the cash flow statement on a gross basis. The GST and VAT components of cash flows arising from investing or financing activities which are recoverable from, or payable to, the taxation authority are presented as operating cash flows included in receipts from customers or payments to suppliers.

Commitments and contingencies are disclosed net of

the amount of GST and VAT recoverable from, or payable to, the relevant taxation authority.

(c) Research & development

Costs relating to research and development of new software products are expensed as incurred until technological feasibility in the form of a working model has been established. At such time costs may be capitalised, subject to recoverability. Software development costs incurred subsequent to the establishment of technological feasibility have not been significant, and the Group has not capitalised any software development costs to date.

(d) Foreign currency transactions and balances

Functional and presentation currency

The functional currency of each of the Group entities is measured using the currency of the primary economic environment in which that entity operates. The consolidated financial statements are presented in Australian dollars, which is the parent entity’s functional and presentation currency.

Transactions and balances

Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the period-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.

Exchange differences arising on the translation of monetary items are recognised in the profit or loss, except where deferred in equity as a qualifying cash flow or net investment hedge.

Exchange differences arising on the translation of non-monetary items are recognised directly in other comprehensive income to the extent that the underlying gain or loss is recognised in other comprehensive income; otherwise the exchange difference is recognised in profit or loss.

Group companies

The financial results and position of foreign operations whose functional currency is different from the Group’s presentation currency is translated as follows:

Assets and liabilities are translated at period end exchange rates prevailing at that reporting date.
Income and expenses are translated at average exchange rates for the period.
Retained earnings are translated at the exchange rates prevailing at the date of the transaction.

Exchange differences arising on translation of foreign operations with functional currencies other than Australian dollars are recognised in other comprehensive income and included in the foreign currency translation reserve in the statement of financial position. The cumulative amount of these differences is reclassified into profit or loss in the period in which the operation is disposed of.

(e) Impairment of assets

At the end of each reporting date, the Group reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying value. Any excess of the asset's carrying value over its recoverable amount is recognised immediately in the profit or loss.

Impairment testing is performed annually for goodwill and intangible assets with indefinite lives.

Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash generating unit to which the asset belongs.

(f) Comparative figures

When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.

Where the Group has retrospectively applied an accounting policy, made a retrospective restatement or reclassified items in its financial statements, an additional statement of financial position as at the beginning of the earliest comparative period will be disclosed.

(g) Critical accounting estimates and judgments

The directors assess estimates and judgements incorporated in the financial report based on historical experience and the best available current information. These estimates reflect a reasonable expectation of future events, informed by current trends and economic data, sourced both externally and within the Group. By their nature, accounting estimates rarely align precisely with actual results. The estimates and judgments that carry a significant risk of materially impacting the carrying amounts of assets and liabilities in the next financial year are detailed below.

Business Combinations

Following the guidance in AASB 3: Business Combinations, the Group has made assumptions and estimates to determine the purchase price of businesses acquired as well as its allocation to acquired assets and liabilities. To do so, the Group is required to determine at the acquisition date fair value of the identifiable net assets acquired, including intangible assets such as brand, customer relationships and liabilities assumed. Goodwill is measured as the excess of the fair value of the consideration transferred including the recognised amount of any non-controlling interest over the net recognised amount of the identifiable assets and liabilities.

The assumptions and estimates made by the Group have an impact on the asset and liability amounts recorded in the financial statements. In addition, the estimated useful lives of the acquired amortisable assets, the identification of intangible assets and the determination of the indefinite or finite useful lives of intangible assets acquired will have an impact on the Group’s future profit or loss.

Impairment of intangible assets

The Group assesses impairment at each reporting date by evaluating conditions specific to the group that may lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset is determined. Value-in- use calculations performed in assessing recoverable amounts incorporate a number of key estimates. During the year ended 31 December 2024, no impairment has been recognised in respect of intangible assets. The Group assessed recoverability of goodwill based on the present value of cash flow projections ranging from 5 to 7 year periods. Should any of the intangible assets fail to perform, an impairment loss would be recognised up to the maximum carrying value of intangible assets at 31 December 2025 of $34.1 million (2024: $34.1 million).

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NOTES TO THE FINANCIAL STATEMENT

FREELANCER LIMITED ANNUAL REPORT

2025

FREELANCER LIMITED ANNUAL REPORT

NOTES TO THE FINANCIAL STATEMENT

Provisions for doubtful accounts and transaction losses

Provision is made in respect of the Group’s best estimate of doubtful accounts and transaction losses based on historical experience.

Share based payments

The Group measures the cost of equity settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined with the assistance of an external valuation with the assumptions detailed in Note 23. The accounting estimates and assumptions relating to equity settled share based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact expenses and equity.

Lease term of contracts with renewal options

The Group determines the lease term as the noncancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised. After initial recognition, the Group reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise (or not to exercise) the option to renew.

Income taxes

The Group is subject to income taxes in Australia and other jurisdictions where it operates. Judgment is required in determining the worldwide provision for income taxes. There are transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The Group estimates its tax liabilities based on the Group’s interpretation of applicable tax law. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred tax provisions in the period in which such determination is made.

Deferred tax assets

Deferred tax assets are recognised for deductible temporary differences and unused tax losses as management considers that it is probable that future taxable profits will be available to utilise those temporary differences and unused tax losses. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits.

Trust assets and liabilities

The Group’s Online Payments segment, namely the business of Escrow.com, is a regulated entity that holds funds on behalf of its users in trust bank accounts. At 31 December 2025 the cash balance in trust amounted to A$55.4 million (2024: A$34.2 million).

The Group has determined that trust cash is not a resource controlled by the Group, nor does the Group derive any economic benefit from these user funds, and therefore the Group does not have the risks and rewards of ownership of the funds. Consequently, trust assets are not recognised as an asset in the Group’s financial statements, and neither is the corresponding trust liability recognised as a liability in the Group’s financial statements.

(h) Changes in accounting policies

The accounting policies applied by the Group in this consolidated financial report are the same as those applied by the Group in its consolidated financial report for the year ended 31 December 2024.

32. Consolidated entity disclosure statement

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For the financial
year ended
31 December 2025 Country of Ownership
Name of entity Entity type Incorporation interest (%) Tax residency
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	Freelancer International Pty Ltd Body corporate Australia 100 Australia
	Freelancer Technology Pty Ltd Body corporate Australia 100 Australia
	Freelancer India Pty Ltd Body corporate Australia 100 Australia
	Warrior Forum Pty Ltd Body corporate Australia 100 Australia
	Warrior Technology Pty Ltd Body corporate Australia 100 Australia
	Payments Pty Ltd Body corporate Australia 100 Australia
	Payments International Pty Ltd Body corporate Australia 100 Australia
	Payments Australia Pty Ltd Body corporate Australia 100 Australia
	Payments IP Pty Ltd Body corporate Australia 100 Australia
	StartCon Pty Ltd Body corporate Australia 100 Australia
	Loadshift Holdings Pty Ltd ** Body corporate Australia 73 Australia
	Loadshift Technology Pty Ltd ** Body corporate Australia 73 Australia
	Loadshift Pty Ltd ** Body corporate Australia 73 Australia
	Photo Anywhere Holdings Pty Ltd Body corporate Australia 100 Australia
	Photo Anywhere Pty Ltd Body corporate Australia 100 Australia
	Photo Anywhere Technology Pty Ltd Body corporate Australia 100 Australia
	Freelancer Networks (Canada), Inc. Body corporate Canada 100 Canada
	Freelancer Outsourcing, Inc. Body corporate Canada 100 Canada
	Canadian Payments, Inc Body corporate Canada 100 Canada
	Freelancer.com Pte Limited Body corporate Singapore 100 Singapore
	Freelancer International GmbH Body corporate Switzerland 100 Switzerland
	Freemarket (Switzerland) GmbH Body corporate Switzerland 100 Switzerland
	Freelancer Online India Private Limited Body corporate India 100 India
	Freelancer.com Philippines, Inc. Body corporate Philippines 100 Philippines
	Freelancer Outsourcing UK Limited Body corporate United Kingdom 100 United Kingdom
	Internet Escrow Services UK Limited Body corporate United Kingdom 100 United Kingdom
	Freelancer (Shanghai) Information Technology Co., Ltd. Body corporate China 100 China
	Westmor Management, Inc. Body corporate United States 100 United States
	Escrow.com, Inc. Body corporate United States 100 United States
	Freelancer USA, Inc. (formerly EC Services Corporation) Body corporate United States 100 United States
	Internet Escrow Services, Inc. Body corporate United States 100 United States
	Freightlancer, Inc. Body corporate United States 73 United States

Freelancer Limited (the ‘head entity’) and its wholly-owned Australian subsidiaries have formed an income tax consolidated group under the tax consolidation regime

an income tax consolidated group under the tax consolidation regime

Westmor Management, Inc. has made an Affiliated Group Election for filing a consolidated tax return for its 100% owned US subsidiaries.

Loadshift Holdings Pty Ltd (the ‘head entity’) and its wholly-owned Australian subsidiaries have formed

108

109

DIRECTORS' DECLARATION

INDEPENDENT AUDITOR’S REPORT

FREELANCER LIMITED ANNUAL REPORT

2025

FREELANCER LIMITED ANNUAL REPORT

Directors' Declaration

In the Directors’ opinion:

(a) the financial statements and notes of the consolidated entity set out on pages 64 to 109 are in accordance with the Corporations Act 2001, the Australian Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements:
(b) Note 2(a) confirms that the financial statements comply with International Financial Reporting Standards as issued by the International Accounting Standards Board;
(c) the financial statements and notes of the consolidated entity set out on pages 64 to 109 give a true and fair view of the consolidated entity's financial position as at 31 December 2025 and of its performance for the financial year ended on that date;
(d) at the date of this declaration, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; and
(e) the information disclosed in the consolidated entity disclosure statement set out on page 109 is true and correct.

The Directors have been given the declarations required by section 295A of the Corporations Act 2001.

This declaration is made in accordance with a resolution of the Directors.

On behalf of the directors

Matt Barrie Chairman

25 February 2026 Sydney

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INDEPENDENT AUDITOR’S REPORT

FREELANCER LIMITED ANNUAL REPORT

2025

FREELANCER LIMITED ANNUAL REPORT

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SYDNEY · PENRITH · MELBOURNE · BRISBANE · PERTH · DARWIN Liability limited by a scheme approved under Professional Standards Legislation www.hallchadwick.com.au

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INDEPENDENT AUDITOR’S REPORT

FREELANCER LIMITED ANNUAL REPORT

2025

FREELANCER LIMITED ANNUAL REPORT

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115

ADDITIONAL ASX INFORMATION

FREELANCER LIMITED ANNUAL REPORT

2025

FREELANCER LIMITED ANNUAL REPORT

ADDITIONAL ASX INFORMATION

Additional ASX Information

Shareholder information

Additional information required by the Australian Securities Exchange Limited Listing Rules and not disclosed elsewhere in this report. This additional information was applicable as at 18 March 2026.

Analysis of Holdings

as at 18 March 2026

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Holdings Ranges Holders Total Units
1–1,000 436 229,216
1,001–5,000 558 1,573,425
5,001–10,000 170 1,303,942
10,001–100,000 248 7,941,763
100,001–9,999,999,999 72 440,223,762
Totals 1,484 451,272,108
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Substantial shareholders

Top 20 Shareholders as at 18 March 2026

The names of substantial shareholders who have notified the Company in accordance with section 671B of the Corporations Act 2001 are:

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Number
of Shares
Robert Matthew Barrie 202,486,087
Simon Clausen and Startive Holdings Limited and its related bodies 160,500,000
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Rank Name Number of ordinary shares held % of ordinary shares held
1 MATT BARRIE 191,435,150 42.4%
2 CITICORP NOMINEES PTY LIMITED 165,139,620 36.6%
3 BNP PARIBAS NOMINEES PTY LTD 21,144,653 4.7%
4 BNP PARIBAS NOMS 15,522,618 3.4%
5 MR DARREN WILLIAMS 10,605,660 2.4%
6 HSBC CUSTODY NOMINEES 5,377,072 1.2%
7 INGOT CAPITAL INVESTMENTS PTY 3,181,098 0.7%
8 JOHN GORDON PHIPPS & 3,145,760 0.7%
9 J P MORGAN NOMINEES AUSTRALIA 2,771,859 0.6%
10 INFILSEC PTY LIMITED 1,922,489 0.4%
11 MR GREGORY JAMES WARD 1,314,112 0.3%
12 MR RODNEY JOHN SELLICK 1,109,833 0.2%
13 DUNRAY NOMINEES PTY LTD 1,000,000 0.2%
14 ASB NOMINEES LIMITED 849,300 0.2%
15 HUNO PTY LTD 810,063 0.2%
16 MAROBAR HOLDINGS PTY 789,500 0.2%
17 MR MICHAEL JOHN RUHFUS 694,831 0.2%
18 KENYON ST MEDICAL CENTRE PTY 600,000 0.1%
19 DAVID WILLIAM MAIR & 575,000 0.1%
20 MR NEIL LEONARD KATZ 555,000 0.1%
Total Top 20 428,543,618 95.0%
Total Remaining 22,728,490 5.0%
Total of Securities 451,272,108
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Restricted securities

as at 18 March 2026

Voting Rights

On-market Buy Back

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Class of restricted securities Nature of restriction Number of Shares
LTIP share options Various dates ending no later than 27 August 2027 357,226
Total securities subjected to trading restrictions 357,226
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The voting rights attaching to ordinary shares, set out in the Company’s Constitution are:

There are no voting rights attached to unlisted options, voting rights will be attached to unlisted ordinary shares once issued and to options upon exercise.

(a) at meetings of members, each member is entitled to vote in person or by proxy, attorney or representative; and
(b) on a show of hands, every person present who is a member has one vote, and on a poll every member present has a vote for each fully paid share owned.

There is no current on-market buy back.

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CORPORATE DIRECTORY

FREELANCER LIMITED ANNUAL REPORT

2025

CORPORATE DIRECTORY

Company Directors

Mr Robert Matthew Barrie – Chairman and Chief Executive Officer Mr Darren Nicholas John Williams – Non-Executive Director

Mr Simon Alvin Clausen – Non-Executive Director

Mr Patrick Grove – Non-Executive Director Mr Craig Scroggie – Non-Executive Director

Registered Office

Level 37 Grosvenor Place 225 George Street Sydney NSW 2000 Telephone: +61 (02) 8599 2700

Share Registry

Boardroom Limited Level 8 210 George Street Sydney NSW 2000

External Auditors

Hall Chadwick Level 40 2 Park Street Sydney NSW 2000

Company Secretary

Mr Neil Leonard Katz

Securities exchange listing

Freelancer Limited shares are listed on the Australian Securities Exchange (Listing code: FLN)

In the United States, the Company’s securities are quoted on the OTC Market under the ticker symbols FLNCF (ordinary shares) and FRLCY (Level I ADRs).

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AI assistant

FREELANCER LIMITED — Annual Report 2025

64924_rns_2026-04-12_877b576b-64d2-4056-8dcb-588dc9c6c679.pdf

INDEX

CHAIRMAN'S LETTER

A YEAR OF PROGRESS

OUR MARKETPLACE

ESCROW.COM

LOADSHIFT

ENTERPRISE AND INNOVATION

ARTIFICIAL INTELLIGENCE AND THE FUTURE OF WORK

OUTLOOK

Matt Barrie

ABOUT FREELANCER

WHO WE ARE

WHERE WE STARTED

OUR PROMISE

TO OUR SHAREHOLDERS

FY25 RESULTS OVERVIEW

7.32

666,000

MARKETPLACE PERFORMANCE

AVERAGE PROJECT SIZE (USD)

USER ACQUISITION AND RETENTION

Growth in jobs related to AI over time (GMV in USD)

STRATEGIC OUTLOOK FOR FY26

ENHANCE MARKETPLACE ENGAGEMENT

EXPAND FINANCIAL SERVICE OFFERINGS

ACCELERATE AI DRIVEN INNOVATION

DRIVE OPERATIONAL EXCELLENCE

WHERE AMBITION MEETS EXECUTION

UNMATCHED EXPERTISE

UNSTOPPABLE MOMENTUM

TOTAL CONFIDENCE

THE INDUSTRY'S MOST TRUSTED...

& AWARD WINNING TALENT PLATFORM

PEOPLE'S VOICE WINNER IN WEBSITES AND MOBILE SITES - EMPLOYMENT CATEGORY

BEST BUSINESS TECHNOLOGY PIVOT AT THE INTERNATIONAL BUSINESS AWARDS

FROM CONCEPT TO CREATION IN MINUTES

READY-TO-DELIVER SERVICES FROM TOP-TIER TALENT.

IMPROVING COLLABORATION & WORKFLOW

REVAMPED MESSAGING EXPERIENCE

ON-PLATFORM CALLING

STREAMLINING PROJECT POSTING

REINVENTING WORK IN THE AI REVOLUTION

The Premier Destination for AI Agent Development

THE WORLD’S LARGEST CROWDSOURCING MARKETPLACE

POWERING ENTERPRISE FIELD SERVICES. ANYWHERE, ANYTIME.

EMPOWERING ORGANISATIONS WITH GLOBAL INNOVATION

FREELANCER WAS JOINTLY AWARDED NASA'S 10-YEAR, US$475M NOIS3 CONTRACT

Powering the world's commerce.

Strategic momentum leads to solid growth

Service improvement

$300m

E-commerce

Domain names remain a pillar

Key partnerships

Escrow.com safeguards funds on every watch purchase

New verticals

Australia’s largest heavy haulage network

Over 800 million kilometers of freight posted

Group profitability and cash flows

Platform innovation and technology leadership

Directors’ Report

Matt Barrie

Executive Chairman

Founder and Executive Chairman of the Company.

Darren Williams

Simon Clausen

Patrick Grove

Cofounder, Chairman and group CEO of Catcha Group, which has interests in digital businesses.

Craig Scroggie

Chief Executive Officer and Managing Director of NEXTDC, Australia’s leading Data-Centre-as-a Service provider.

Company Secretary

Review of Operations

Principal activities

Key Performance Highlights

Freelancer Marketplace

Escrow

Loadshift

FREELANCER LIMITED Annual Report 2025