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JAYRIDE GROUP LIMITED Annual Report 2025

Aug 28, 2025

65156_rns_2025-08-28_3712fa47-61f3-42cd-aa49-472e119b2ec4.pdf

Annual Report

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Jayride Group Limited Appendix 4E Preliminary final report

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1. Company details

Name of entity: Jayride Group Limited ABN: 49 155 285 528 Reporting period: For the year ended 30 June 2025 Previous period: For the year ended 30 June 2024

2. Results for announcement to the market

2. Results for announcement to the market
% $
Total revenue and other income
down (55.5%) to 2,423,121
Revenue from net commissions and fees booked
down (55.1%) to 2,422,895
Loss from ordinary activities after tax attributable to the owners of Jayride
Group Limited
down (30.7%) to (5,725,322)
Loss for the year attributable to the owners of Jayride Group Limited
down (30.7%) to (5,725,322)

Comments

The consolidated entity's total revenue and other income during the year was $2,423,121 (2024: $5,446,002), representing a decrease of 55.5% compared to the corresponding period.

The loss for the consolidated entity after providing for income tax amounted to $5,725,322 (2024: $8,257,194), representing a decrease of 30.7% compared to the corresponding period.

3. Net tangible assets

3. Net tangible assets
Reporting Previous
period period
Cents Cents
Net tangible assetsper ordinarysecurity (0.45) (1.79)

4. Control gained over entities

Not applicable.

5. Loss of control over entities

Not applicable.

6. Dividends

Current period

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

Previous period

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

Jayride Group Limited Appendix 4E Preliminary final report

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7. Dividend reinvestment plans

Not applicable.

8. Details of associates and joint venture entities

Not applicable.

9. Foreign entities

Details of origin of accounting standards used in compiling the report:

Not applicable.

10. Audit qualification or review

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

The financial statements are in the process of being audited. The directors anticipate that the auditor's report will contain an unqualified audit opinion with a paragraph addressing material uncertainty related to going concern.

11. Attachments

Details of attachments (if any):

The Preliminary Financial Report of Jayride Group Limited for the year ended 30 June 2025 is attached.

12. Signed

As authorised by the Board of Directors

Signed _________

Date: 29 August 2025

Brett Partridge Chairman Sydney

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Jayride Group Limited ABN 49 155 285 528

Preliminary Financial Report - 30 June 2025

Jayride Group Limited Contents 30 June 2025

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Jayride Group Limited
Contents
30 June 2025
Consolidated statement of profit or loss and other comprehensive income 2
Consolidated statement of financial position 3
Consolidated statement of changes in equity 4
Consolidated statement of cash flows 5
Notes to the consolidated financial statements 6

1

Jayride Group Limited Consolidated statement of profit or loss and other comprehensive income For the year ended 30 June 2025

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For the year ended 30 June 2025
Revenue
Net commission and fees booked
Other income
Note Consolidated
2025
$
2,422,895
226
Company
2024
$
5,394,180
51,822
Total revenue and income 2,423,121 5,446,002
Expenses
Operating costs
Corporate and regulatory costs
Business improvement costs
Share-based payments (expense)/reversal
Impairment of capitalised technology costs
Depreciation and amortisation
Currency movements
Finance costs
1
2
6
2
2
2
(3,485,438)
(697,274)
(2,864,021)
(216,150)
-
(11,580)
(113,080)
(760,900)
(5,163,752)
(683,305)
(3,998,677)
16,495
(2,898,346)
(731,092)
(128,090)
(116,429)
Total expenses (8,148,443) (13,703,196)
Loss before income tax expense
Income tax expense
(5,725,322)
-
(8,257,194)
-
Loss after income tax expense for the year attributable to the owners of Jayride
Group Limited
Other comprehensive income for theyear,net of tax
(5,725,322)
-
(8,257,194)
-
Total comprehensive loss for the year attributable to the owners of Jayride Group
Limited
(5,725,322) (8,257,194)
Basic loss per share
Diluted loss per share
3
3
Cents
(1.05)
(1.05)
Cents
(3.67)
(3.67)

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

2

Jayride Group Limited Consolidated statement of financial position As at 30 June 2025

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Jayride Group Limited
Consolidated statement of financial position
As at 30 June 2025
Consolidated Company
Note 2025 2024
$ $
Assets
Current assets
Cash and cash equivalents 564,524 924,022
Trade and other receivables 4 118,890 1,340,205
Contract assets 32,668 974,181
Deposits 1,175 -
Prepayments 19,977 156,060
Total current assets 737,234 3,394,468
Non-current assets
Plant and equipment 5 16,714 26,781
Capitalised technologycosts 6 - -
Total non-current assets 16,714 26,781
Total assets 753,948 3,421,249
Liabilities
Current liabilities
Trade and other payables 7 6,638,245 4,082,178
Provisions 56,461 147,160
Employee benefits 97,054 299,098
Future transportpayments 322,252 1,802,112
Total current liabilities 7,114,012 6,330,548
Non-current liabilities
Borrowings 8 - 1,225,912
Derivative financial instruments 8 - 44,755
Employee benefits 20,658 61,456
Total non-current liabilities 20,658 1,332,123
Total liabilities 7,134,670 7,662,671
Net liabilities (6,380,722) (4,241,422)
Equity
Issued capital 9 47,502,291 43,874,159
Reserves 10 1,352,701 1,723,615
Accumulated losses (55,235,714) (49,839,196)
Total deficiency in equity (6,380,722) (4,241,422)

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

3

Jayride Group Limited Consolidated statement of changes in equity For the year ended 30 June 2025

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Jayride Group Limited
Consolidated statement of changes in equity
For the year ended 30 June 2025
Issued Accumulated Total
capital Reserves losses deficiency
Company $ $ $ $
Balance at 1 July 2023 42,054,859 1,859,999 (41,786,734) 2,128,124
Loss after income tax expense for the year - - (8,257,194) (8,257,194)
Other comprehensive income for theyear,net of tax - - - -
Total comprehensive loss for the year - - (8,257,194) (8,257,194)
Transactions with owners in their capacity as owners:
Contributions of equity, net of transaction costs (Note 9) 1,790,206 - - 1,790,206
Share-based payments (shares) (Note 9) 29,094 (45,882) - (16,788)
Share-based payments (options) (Note 10) - 293 - 293
Expiry of options (Note 10) - (204,732) 204,732 -
Other reserves - convertible notes(Note 10) - 113,937 - 113,937
Balance at 30 June 2024 43,874,159 1,723,615 (49,839,196) (4,241,422)
Issued Accumulated Total
capital Reserves losses deficiency
Consolidated $ $ $ $
Balance at 1 July 2024 43,874,159 1,723,615 (49,839,196) (4,241,422)
Loss after income tax expense for the year - - (5,725,322) (5,725,322)
Other comprehensive income for theyear,net of tax - - - -
Total comprehensive loss for the year - - (5,725,322) (5,725,322)
Transactions with owners in their capacity as owners:
Issue of shares - conversion of convertible notes (including
interest) (Note 9) 2,012,806 - - 2,012,806
Contributions of equity, net of transaction costs (Note 9) 1,357,066 - - 1,357,066
Share-based payments (shares) (Note 9 & 10) 258,260 (70,217) - 188,043
Share-based payments (options) (Note 10) - 28,107 - 28,107
Transfer - expiryof options(Note 10) - (328,804) 328,804 -
Balance at 30 June 2025 47,502,291 1,352,701 (55,235,714) (6,380,722)

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

4

Jayride Group Limited Consolidated statement of cash flows For the year ended 30 June 2025

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Jayride Group Limited
Consolidated statement of cash flows
For the year ended 30 June 2025
Consolidated Company
Note 2025 2024
$ $
Cash flows from operating activities
Net receipts from bookings (inclusive of GST) 2,035,223 5,491,062
Payments to suppliers and employees (inclusive of GST) (3,493,635) (8,945,245)
Grants funding for operating activities - 51,822
Interest and other finance costspaid (15,983) (6,366)
Net cash used in operatingactivities (1,474,395) (3,408,727)
Cash flows from investing activities
Payments for plant and equipment (1,514) (2,081)
Payments for capitalised technology costs 6 - (1,141,146)
Proceeds from disposal ofproperty, plant and equipment - 5,350
Net cash used in investingactivities (1,514) (1,137,877)
Cash flows from financing activities
Proceeds from issue of shares 9 1,354,289 2,000,136
Share issue transaction costs 9 - (209,930)
Proceeds from borrowings - 2,865,286
Repayment of borrowings (73,915) (1,365,286)
Transaction costs related to loans and borrowings - (225,459)
Net cash from financingactivities 1,280,374 3,064,747
Net decrease in cash and cash equivalents (195,535) (1,481,857)
Cash and cash equivalents at the beginning of the financial year 924,022 2,517,966
Effects of exchange rate changes on cash and cash equivalents (163,963) (112,087)
Cash and cash equivalents at the end of the financialyear 564,524 924,022

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

5

Jayride Group Limited Notes to the consolidated financial statements 30 June 2025

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Note 1. Operating costs 7
Note 2. Expenses 7
Note 3. Loss per share 7
Note 4. Trade and other receivables 8
Note 5. Plant and equipment 9
Note 6. Capitalised technology costs 10
Note 7. Trade and other payables 10
Note 8. Borrowings 11
Note 9. Issued capital 12
Note 10. Reserves 13

6

Jayride Group Limited Notes to the consolidated financial statements 30 June 2025

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Note 1. Operating costs

Consolidated Company
2025 2024
$ $
Advertising and marketing costs 795,584 1,911,419
Direct operating costs 849,759 1,128,090
Other supportingoperatingcosts 1,840,095 2,124,243
3,485,438 5,163,752
  • Includes $65,591 for payment for White Labelling Platform to Fairdye USA.

Note 2. Expenses

Note 2. Expenses
Consolidated Company
2025 2024
$ $
Loss before income tax includes the following specific expenses:
Depreciation
Fixtures and fittings 49 78
Computer equipment 11,517 20,367
Office equipment 14 -
Total depreciation(Note 5) 11,580 20,445
Amortisation
Capitalised technologycosts(Note 6) - 710,647
Total depreciation and amortisation 11,580 731,092
Finance costs
Interest and finance charges paid/payable on borrowings 15,983 6,366
Transaction costs related to borrowing 744,917 110,063
Total finance costs 760,900 116,429
Currency movements
Net foreign exchange loss 98,783 128,090
Superannuation expense
Defined contribution superannuation expense 244,946 357,134
Share-based payments expense
Share-basedpayments(reversal)/expense 216,150 (16,495)

Note 3. Loss per share

Consolidated Company
2025 2024
$ $
Loss after income tax attributable to the owners of Jayride GroupLimited (5,725,322) (8,257,194)

7

Jayride Group Limited Notes to the consolidated financial statements 30 June 2025

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Note 3. Loss per share (continued)

Note 3. Loss per share (continued)
Number Number
Weighted average number of ordinaryshares used in calculatingbasic lossper share 545,999,134 224,883,558
Weighted average number of ordinaryshares used in calculatingdiluted lossper share 545,999,134 224,883,558
Cents Cents
Basic loss per share (1.05) (3.67)
Diluted loss per share
(1.05) (3.67)

40,513,379 (30 June 2024: 41,906,303) share options and 750,000 (30 June 2024: 1,975,000) performance options have been excluded from the above calculations as their inclusion would be anti-dilutive.

Note 4. Trade and other receivables

Note 4. Trade and other receivables
Consolidated Company
2025 2024
$ $
Current assets
Trade receivables 684,578 1,247,028
Less: Allowance for expected credit losses (676,586) (199,011)
7,992 1,048,017
Other receivables 104,724 212,497
Goods and services tax receivable 6,174 79,691
118,890 1,340,205

Allowance for expected credit losses

The Company has recognised a loss of $477,575 in profit or loss in respect of the expected credit losses for the year ended 30 June 2025 (2024: loss of $184,104).

The ageing of the receivables and allowance for expected credit losses provided for above are as follows:

Allowance for expected Allowance for expected
Expected credit loss rate Gross amount credit losses
Consolidated Company Consolidated Company Consolidated Company
2025 2024 2025 2024 2025 2024
% % $ $ $ $
Current 86.22% - 50,022 664,581 - -
Less than 3 months overdue - 2.39%
(20,345)
257,527 4,147 6,162
3 to 6 months overdue 19.76% 50.01%
75,862
115,195 78,672 57,608
Over 6 months overdue 88.86% 64.49%
579,039
209,725 593,767 135,241
684,578 1,247,028 676,586 199,011

8

Jayride Group Limited Notes to the consolidated financial statements 30 June 2025

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Note 4. Trade and other receivables (continued)

Movements in the allowance for expected credit losses are as follows:

Consolidated Company
2025 2024
$ $
Opening balance 199,011 17,973
Additional provisions recognised 477,575 184,104
Receivables written off duringtheyear as uncollectable - (3,066)
Closingbalance 676,586 199,011

Note 5. Plant and equipment

Note 5. Plant and equipment
Consolidated Company
2025 2024
$ $
Non-current assets
Fixtures and fittings - at cost 3,097 3,097
Less: Accumulated depreciation (3,013) (2,964)
84 133
Computer equipment - at cost 191,726 190,106
Less: Accumulated depreciation (175,096) (163,579)
16,630 26,527
Office equipment - at cost 381 488
Less: Accumulated depreciation (381) (367)
- 121
16,714 26,781

Reconciliations

Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:

Fixtures and Computer Office
fittings equipment equipment Total
$ $ $ $
Balance at 1 July 2023 -Company 211 50,284 - 50,495
Additions - 1,960 121 2,081
Disposals - (5,350) - (5,350)
Depreciation expense (78) (20,367) - (20,445)
Balance at 30 June 2024 -Company 133 26,527 121 26,781
Additions - 1,620 66 1,686
Disposals - - (173) (173)
Depreciation expense (49) (11,517) (14) (11,580)
Balance at 30 June 2025 -Consolidated 84 16,630 - 16,714

9

Jayride Group Limited Notes to the consolidated financial statements 30 June 2025

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Note 6. Capitalised technology costs

Note 6. Capitalised technology costs
Consolidated Company
2025 2024
$ $
Non-current assets
Capitalised technology costs 9,811,209 9,811,209
Less: Accumulated amortisation (5,583,296) (5,583,296)
Less: Impairment (4,227,913) (4,227,913)
- -
Website - at cost 531,823 531,823
Less: Accumulated amortisation (67,391) (67,391)
Less: Impairment (464,432) (464,432)
- -
- -

Reconciliations

Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:

Capitalised
technology
costs Website Total
Consolidated and Company $ $ $
Balance at 1 July 2023 2,180,422 287,425 2,467,847
Additions 1,141,146 - 1,141,146
Impairment of assets (2,642,857) (255,489) (2,898,346)
Amortisation expense (678,711) (31,936) (710,647)
Balance at 30 June 2024 - - -
Balance at 30 June 2025 - - -

Impairment testing completed in February 2024 referencing historical growth rates and the new cost base resulted in a 100% write-down of the Company's website and technology assets. The total impairment recognised in the profit or loss totalled $2,898,346 for the year ended 30 June 2024.

Note 7. Trade and other payables

Note 7. Trade and other payables
Consolidated Company
2025 2024
$ $
Current liabilities
Trade payables 6,202,571 3,363,005
Otherpayables 435,674 719,173
6,638,245 4,082,178

10

Jayride Group Limited Notes to the consolidated financial statements 30 June 2025

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Note 8. Borrowings

Note 8. Borrowings
Consolidated Company
2025 2024
$ $
Non-current liabilities
Convertible notes - 1,225,912

Convertible notes

The Company had issued $1,500,000 of convertible notes during the 2024 financial year, with a face value of $2,000,000 (which included $500,000 capitalised interest).

Convertible notes has been fully converted to ordinary shares on 28 March 2025 (Refer to Note 9). The attaching options are still on issue and expire on 31 December 2027.

A summary of the terms of the convertible notes are detailed out below:

Conversion price Convertible at a 20% discount to the five day Volume-Weighted Average Price ('VWAP') prior
to conversion subject to a conversion price ceiling of $0.05 and a floor of $0.02. In the event
the ten day VWAP of the Company is below $0.02, noteholders may, after that point, convert
the note at a 20% discount to the five day VWAP irrespective of the floor price.
Conversion Noteholder may convert at any time at their election. Any notes not converted at maturity will
be redeemed.
Maturity 24 months from note issue.
Redemption The Company may redeem the notes (repay the notes in cash) at any time with no penalty.
Interest In the first year, interest is prepaid by way of a capitalisation into the note face value
($500,000, being 33.33% per annum). There is otherwise no interest payable in the first year.
If the notes remain outstanding after 12 months, interest will become payable at 15% per
annum accrued daily and paid monthly in cash on the outstanding notes face value.
Security First ranking security interest in all present and after acquired property of the Company.
Attaching options 30,000,000 options each exercisable at $0.05 per option expiring 31 December 2027 issued
pro-rata to the noteholders on 26 April 2024. The options were valued at $100,533 at inception
of the loan and recognised in other reserves (Note 10).

An additional 4,000,000 options on the same terms as part of their Lead Manager mandate were issued on 26 April 2024. The options were valued at $13,404 at inception of the loan and recognised in other reserves (Note 10).

The Company relied on ASIC Corporations (Sale Offers: Securities Issued on Conversion of Convertible Notes) Instrument 2016/82 (Instrument 2016/82) in relation to the issue of these Convertible Notes.

Information required to be disclosed by Instrument 2016/82 is below:

  • During the year ended 30 June 2025, all the convertible notes were converted into 664,047,833 ordinary shares for a total of $2,000,000. (refer to Note 9). A further 4,268,567 ordinary shares were issued in lieu of interest of $12,806 payable on convertible notes.

  • No further price is payable by a noteholder on conversion.

11

Jayride Group Limited Notes to the consolidated financial statements 30 June 2025

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Note 9. Issued capital

Note 9. Issued capital
Company
2025 2024 2025 2024
Shares Shares $ $
Ordinary shares - fully paid 1,427,179,974 235,600,025 47,502,291 43,874,159
Ordinaryshares - held in Employees' Trust 709,093 709,093 - -
1,427,889,067 236,309,118 47,502,291 43,874,159

Movements in ordinary share capital

Details
Date Shares Issue price $
Balance 1 July 2023 203,374,022 42,054,859
Issue of shares - Institutional placement 5 October 2023 6,153,848 $0.0650 400,000
Share issue costs 24 October 2023 - (18,225)
Share issue costs 27 October 2023 - (6,000)
Issue of shares - Entitlement offer 30 October 2023 15,179,827 $0.0650 986,689
Share issue costs 30 October 2023 - (95,905)
Issue of shares - Entitlement offer 31 October 2023 9,437,641 $0.0650 613,447
Share issue costs 15 November 2023 - (14,161)
Share issue costs 31 December 2023 - (64,944)
Share issue costs 9 January 2023 - (10,099)
Issue of shares to employees under ESS 22 February 2024 1,454,687 $0.0200 29,094
Share issue costs 26 February2024 - (596)
Balance 30 June 2024 235,600,025 43,874,159
Issue of shares - conversion of convertible notes 14 October 2024 81,372 $0.0082 667
Issue of shares - conversion of convertible notes 14 October 2024 2,069,544 $0.0064 13,332
Issue of shares - conversion of convertible notes 18 November 2024 118,917 $0.0056 667
Issue of shares - Entitlement offer 28 March 2025 503,766,665 $0.0030 1,521,300
Issue of shares - interest on convertible notes 28 March 2025 4,268,567 $0.0030 12,806
Share issue costs - payment to Baker Young 28 March 2025 3,333,334 $0.0030 (10,000)
Issue of shares - conversion of convertible notes 28 March 2025 661,778,000 $0.0030 1,985,334
Issue of shares to employees under ESS 14 April 2025 5,000,940 $0.0070 35,007
Issue of shares to employees under ESS 14 April 2025 10,137,440 $0.0200 202,750
Issue of shares to employees under ESS 14 April 2025 1,025,170 $0.0200 20,503
Share issue costs - (154,234)
Balance 30 June 2025 1,427,179,974 47,502,291

Movements in shares held in Employees' Trust

Details Date Shares
Balance 1 July 2023 263,780
Share issued to Trust 22 February 2024 1,900,000
Issue of shares to employees 22 February2024 (1,454,687)
Balance 30 June 2024 709,093
Balance 30 June 2025 709,093

12

Jayride Group Limited Notes to the consolidated financial statements 30 June 2025

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Note 10. Reserves

Note 10. Reserves
Consolidated Company
2025 2024
$ $
Share-based payments reserve 1,352,701 1,609,678
Other reserve - 113,937
1,352,701 1,723,615

Share-based payments reserve

The reserve is used to recognise the value of equity benefits provided to employees and directors as part of their remuneration, and other parties as part of their compensation for services.

Other reserve

The reserve is used to recognise the value of options issued in connection with the convertible notes issued in the 2024 financial year. The options expire on 31 December 2027.

Movements in share-based payments reserve

Movements in share-based payments reserve
Share-based payments
Equity Options Other Total
Consolidated and Company $ $ $ $
Balance at 1 July 2023 116,099 1,743,900 - 1,859,999
Share-based payments (shares) (116,098) - - (116,098)
Share-based payments (options) - 293 - 293
Transfer in relation to expiry of share options - (204,732) - (204,732)
Shares to employees under ESS (Q2 2024) 20,503 - - 20,503
Shares to employees under ESS (Q2 2nd Half 2024) 49,713 - - 49,713
Other reserves - convertible notes(note 8) - - 113,937 113,937
Balance at 30 June 2024 70,217 1,539,461 113,937 1,723,615
Share-based payments (shares) (70,217) - - (70,217)
Share-based payments (options) - 28,107 - 28,107
Transfer in relation to expiryof options - (328,804) - (328,804)
Balance at 30 June 2025 - 1,238,764 113,937 1,352,701

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