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MACH7 TECHNOLOGIES LIMITED — Annual Report 2025
Aug 26, 2025
65285_rns_2025-08-26_e979e20b-d31c-40aa-8cf3-895e622b3778.pdf
Annual Report
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Mach7 Technologies Limited
ABN 26 007 817 192
ASX Appendix 4E Preliminary Final Report & Directors’ Report and Audited Financial Statements
For the year ended 30 June 2025
(Previous corresponding period: year ended 30 June 2024)
Provided to the ASX in accordance with listing rule 4.3A
Mach7 Technologies Limited (ACN 007 817 192 ABN 26 007 817 192) Suite2, Level 11 | 385 Bourke Street | Melbourne VIC 3000 Australia
1
| Mach7 Technologies Limited | |
|---|---|
| Contents | |
| 30 June 2025 | |
| Appendix 4E | 3 |
| Corporate directory | 5 |
| Directors' report | 6 |
| Auditor's independence declaration | 28 |
| Statement of profit or loss and other comprehensive income | 29 |
| Statement of financial position | 30 |
| Statement of changes in equity | 31 |
| Statement of cash flows | 32 |
| Notes to the financial statements | 33 |
| Consolidated entity disclosure statement | 67 |
| Directors' declaration | 68 |
| Independent auditor's report to the members of Mach7 Technologies Limited | 69 |
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Mach7 Technologies Limited Appendix 4E Preliminary final report
1. Company details
Name of entity: Mach7 Technologies Limited ABN: 26 007 817 192 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
| $ | |||
|---|---|---|---|
| Revenues from ordinary activities | up | 16.0% to | 33,768,195 |
| Loss from ordinary activities after tax attributable to the owners of Mach7 | |||
| Technologies Limited | down | 22.2% to | (6,201,404) |
| Loss for the year attributable to the owners of Mach7 Technologies | |||
| Limited | down | 22.2% to | (6,201,404) |
Dividends
There were no dividends paid, recommended or declared during the current financial period.
Comments
The loss for the consolidated entity after providing for income tax amounted to $6,201,404 (30 June 2024 $7,970,324). Please refer to the Directors’ Report for a detailed explanation and analysis of the Group’s performance for the year ended 30 June 2025.
3. Net tangible assets
| Net tangible assets per ordinary security | Reporting period Cents 9.8 |
Previous period Cents 10.0 |
|---|---|---|
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.
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Mach7 Technologies Limited Appendix 4E Preliminary final report
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 have been audited and an unmodified opinion has been issued.
11. Attachments
Details of attachments (if any):
The Directors’ Report and Audited Financial Statements of Mach7 Technologies Limited for the year ended 30 June 2025 are attached.
12. Signed
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Signed _________ Robert Bazzani Chairman Melbourne, Victoria
Date: 27 August 2025
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Mach7 Technologies Limited Corporate directory 30 June 2025
| Directors | Mr Robert Bazzani (Independent Non-Executive Chairman) |
|---|---|
| Ms Teri Thomas (Managing Director and Chief Executive Officer) | |
| Dr Eliot Siegel (Independent Non-Executive Director) | |
| Ms Rebecca Thompson (Independent Non-Executive Director) | |
Company secretary |
Ms. Naomi Lawrie |
Registered office |
Suite 2, Level 11, 385 Bourke Street, Melbourne VIC 3000 |
Principal place of business |
120 Kimball Avenue, Suite 210 |
| South Burlington, VT 05403, United States | |
| T: +1 802.861.7745 | |
Share register |
Computershare Investor Services Pty Limited |
| 452 Johnston Street, Abbotsford, VIC 3067 | |
| Telephone: 1300 850 505 | |
| Website: www.computershare.com | |
Auditor |
RSM Australia Partners |
| Level 27, 120 Collins Street, Melbourne, VIC 3000 | |
Solicitors |
Gadens Lawyers |
| Level 13, Collins Arch, 447 Collins Street, Melbourne, VIC 3000 | |
Bankers |
Westpac Banking Corporation |
| 150 Collins Street, Melbourne VIC 3000 | |
Stock exchange listing |
Mach7 Technologies Limited shares are listed on the Australian Securities Exchange |
| (ASX code: M7T) |
5
Mach7 Technologies Limited Directors' report 30 June 2025
The directors of Mach7 Technologies Limited are pleased to present their report for the year ended 30 June 2025 consisting of Mach7 Technologies Limited (referred to hereafter as the 'company' or 'parent entity') and its controlled entities (hereafter referred to as the 'consolidated entity', 'Group' or 'Mach7'). All amounts are in AUD.
ABOUT MACH 7
WHO WE ARE
Mach7 is a leading provider of medical imaging software, delivering advanced data management and diagnostic viewing solutions to healthcare organisations worldwide. Mach7 supports a diverse global network, from large integrated delivery networks (IDNs) and national health systems to independent provider groups and private radiology practices.
Corporate Structure
Mach7 Technologies Limited is an Australian incorporated company, listed on the Australian Stock Exchange (ASX) with operating subsidiaries in North America and Asia Pacific.
Principal activities
The principal activity of the Company is the development and commercialisation of medical imaging and data management software solutions for global healthcare organisations.
Mach7 at a glance
Our key business activities consist of the following functional areas:
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Research & Development (Engineering) – software development, innovation, enhancements, upgrades, analytics, artificial intelligence integration
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Sales – including direct and channel partnership sales
-
Product – strategy and road-map
-
Professional Services – training and project management, clinical applications, support and maintenance
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Administration – finance, people and culture (human resources), IT, risk management, governance
Mach7 Technologies develops innovative image management and viewing solutions for healthcare organisations globally. Our products form the core of an integrated enterprise imaging ecosystem and their modularity, interoperability, and ease of use and deployment deliver customers true technological independence.
Mach7’s Enterprise Imaging Solution includes:
-
The Mach7 eUnity Enterprise Diagnostic Viewer – a one-of-a-kind, industry leading, zero-footprint viewer that allows medical professionals to remotely access patients’ medical images at any location, from any device, in a secure and efficient manner without loss of speed or image quality. eUnity is a best-in-market viewing platform designed for reading radiologists performing primary diagnosis or clinical staff viewing images, reports and other patient information to plan patient care pathways and treatment plans. It may be integrated into an Electronic Health Record as well to image enable the entire health system’s network with a comprehensive view of the patient’s imaging history.
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The Mach7 Vendor Neutral Archive (VNA) – a powerful vendor agnostic data management solution that includes administration tools that allow for the fast storage, access, retrieval and viewing of images across a healthcare network. Mach7’s VNA is unique in that it gives customers ultimate control to consolidate and standardise all of their imaging data across the enterprise in a single platform. The VNA enhances the patient’s electronic health record and allows healthcare organisations to incorporate advanced applications such as AI and provides connectivity to the cloud.
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Mach7’s Workflow Applications – designed to promote better clinical decision-making by giving users tools and worklists that provide access to contextual patient data and images. Core components of these applications include a Universal Worklist, Quality Control (QC) tools designed for technologists workflows; image sharing and exchange capabilities; teleradiology services; and additional specialised tools to best serve departmental patient care needs.
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Mach7 Technologies Limited Directors' report 30 June 2025
FINANCIAL PERFORMANCE
Mach7 has delivered a FY25 result that provides a solid foundation as we move forward. Results are summarised in the subsections below which provide further details on Sales Orders, Cash and Cashflows, Revenue, Expenses and Profitability. The following table also provides a snapshot of important balances from the Group’s statement of financial position as at 30 June:
| **30 June 2025 ** | 30 June 2024 | Change | Change | |
|---|---|---|---|---|
| $ | $ | $ | % | |
| Cash | 23,069,049 | 26,175,405 | (3,106,356) | (12%) |
| Deferred Revenue – yet to be recognised | (11,834,231) | (11,632,669) | (201,562) | 2% |
| Net current assets | 15,870,251 | 18,814,275 | (2,944,024) | (16%) |
| Net tangible assets | 26,283,107 | 29,068,108 | (2,785,001) | (10%) |
| Intangible assets net of associated deferred tax liability | 19,294,376 | 22,788,776 | (3,494,400) | (15%) |
| Net assets |
45,577,483 | 51,856,878 | (6,279,395) | (12%) |
SALES ORDERS
FY25 sales orders of $29.1 million reflects existing customer satisfaction and success
FY25 sales orders were $29.1 million Total Contract Value (TCV[1] ) with expansions from existing customers accounting for most of the sales orders. FY24 was the most successful year in Mach7's history with sales orders of $61.3 million TCV, with renewals accounting for more than 60% of total sales orders.
FY25 Sales Orders of $29.1 million TCV comprised:
-
$20.4 million (or 70%) in Annual Recurring Revenue (ARR) type sales (Maintenance and Support contracts and Subscription licences recognised as revenue over the contract term when the customer achieves First Productive Use (FPU)),
-
$4.7 million (or 16%) in Capital Software sales (recognised as revenue upfront upon electronic delivery of software), and
-
$4.0 million (or 14%) of Professional Services sales (recognised on a percent completion basis).
| FY25 Sales Orders(TCV) |
ARR Sales ($M) (Subscription licences and Maintenance and Support contracts) |
Capital Software Sales ($M) |
Professional Services Sales ($M) |
FY25 Total Sales Orders ($M) % |
|---|---|---|---|---|
| Renewals Add-on orders Expansions TOTAL SALES ORDERS |
$10.6 $2.2 $7.6 $20.4 70% |
$0.6 $0.1 $4.0 |
$0.0 $2.4 $1.6 |
$11.2 39% $4.7 16% $13.2 45% $29.1 100% |
| $4.7 | $4.0 | |||
| 16% | 14% |
As indicated in the table above, ARR sales remained the predominant category at 70% in FY25 (83% in the prior year). This signals the ongoing shift of procurement preference by Mach7 customers from capital licence sales (a capex purchase) to subscription licence sales (an opex purchase), as more customers lean towards spreading the cost of software over the term of usage rather than paying 100% upfront. This also benefits Mach7 by increasing its ARR.
Of the $29.1 million total, sales orders for expansions accounted for $13.2 million (or 45%) demonstrating an increase in usage by existing customers, renewals accounted for $11.2 million (or 39%) and add-ons accounted for $4.7 million (or 16%).
CASH AND CASHFLOWS
Operating cashflow positive in FY25 with cash on hand of $23.1 million.
Cash receipts from customers in FY25 amounted to $35.7 million, up 2% on FY24 ($34.9 million). Mach7 reported positive operating cashflow of $0.9 million for FY25 which was a significant achievement in the context of its transition to a predominantly subscription sales model.
1 Total Contract Value (TCV): capital software licence fees, professional services fees, annual subscription fees and annual maintenance and support fees over the life of the contract.
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Mach7 Technologies Limited Directors' report 30 June 2025
On 3 March 2025, Mach7 commenced an on-market share buy-back program. During the period from 3 March to 30 June 2025, Mach7 utilised $2.2 million to acquire approximately 6.3 million shares.
The financial position of the Company remains solid, with no debt and $23.1 million cash on hand at 30 June 2025 ($26.2 million at 30 June 2024).
REVENUE
$33.8 million revenue, 16% increase on prior year
The Group reported $33.8 million revenue from operations (FY24: $29.1 million), an increase of $4.7 million or 16% on the prior year. Pleasingly the Group’s ARR recognised for the year (that is Maintenance and Support revenue and Subscription revenue) increased by 20% over the prior year, to $25.3 million (FY24: $21.1 million), accounting for 75% of total revenue (FY24: 72%) and representing 80% of operating expenditure (FY24: 72%). Capital Software Licence revenue increased by 21% to $4.8 million (FY24: $4.0 million) primarily due to capital license expansions for existing customers. Professional Services revenue decreased by 10% to $3.7 million (FY24: $4.1 million).
| Subscription revenue Maintenance and Support revenue Total recurring revenue Software Licence revenue Professional Services revenue** |
30 June 2025 $ 12,326,991 13,008,343 |
30 June 2024 $ 9,203,681 11,868,361 |
Change Change $ % 3,123,310 34% 1,139,982 10% 4,263,292 20% 814,264 21% (422,224) (10%) 392,040 5% 4,655,332 16% |
|---|---|---|---|
| 25,335,334 | 21,072,042 | ||
| 4,781,133 3,651,728 |
3,966,869 4,073,952 |
||
| 8,432,861 | 8,040,821 | ||
| 33,768,195 | 29,112,863 |
- Subscription and Software Licence revenue above comprises the total software licence revenue amounting to $17,108,124 as disclosed in note 5 to these financial statements.
** Represents combination of implementation, training, migration and other custom services disclosed in note 5 to these financial statements.
80% Recurring Revenue coverage of operating expenditure for FY25:
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Mach7 Technologies Limited Directors' report 30 June 2025
EXPENSES
Disciplined cost management capped opex growth at 9%.
Operating costs were carefully managed and operating expenditure increased by 9% (FY24: 13%) over the prior year due to the increased cost of operations mainly driven by company growth, inflation and increased labour force to meet customer needs. Professional fees expense increased due to a one-off MDR certification project that is expected to be completed in FY26.
Operating expenditure (excluding right-of-use lease liability interest expense, share-based payments expense, foreign exchange losses/gains, depreciation and amortisation) presents in the following table:
| Employment and related expenses General administration and office expenses Professional fees and corporate expenses Travel and related expenses Marketing expenses TOTAL OPERATING EXPENDITURE |
30 June 2025 $ 25,180,114 2,657,729 2,045,753 1,104,425 852,684 |
30 June 2024 $ 23,350,307 2,331,116 1,479,917 1,324,641 818,245 |
Change Change $ % 1,829,807 8% 326,613 14% 565,836 38% (220,216) (17%) 34,439 4% 2,536,479 9% |
|---|---|---|---|
| 31,840,705 | 29,304,226 |
PROFITABILITY
NPATA* of $0.4 million (FY24: -$1.2 million) and Adjusted EBITDA of -$0.3 million (FY24: -$2.0 million), significant improvement on prior year.**
The Group continues to deliver strong Gross Margin of 94% or $31.8 million (FY24: 95% or $27.7 million), an increase of $4.1 million or 15%. Cost of sales increased by 38% primarily due to migration services being outsourced to a third party.
The Group reported a net loss for the year of $6.2 million, compared to $8.0 million for FY24. The FY25 decrease in net loss is directly attributable to the increase in revenue and disciplined cost management.
| Revenue from contracts with customers Cost of sales Gross Margin Gross Margin % Operating expenditure Net foreign exchange loss (realised) Other income/(expenses) (net) EBITDA Adjusted Interest income Net foreign exchange loss (unrealised) Share-based payments expense (non-cash) Right-of-use lease liability interest expense Depreciation and amortisation (non-cash) Income tax benefit (non-cash) Loss for the year** |
30 June 2025 $ 33,768,195 (1,996,824) |
30 June 2024 $ 29,112,863 (1,443,205) |
Change Change $ % 4,655,332 16% (553,619) 38% 4,101,713 15% (2,536,479) 9% (85,650) 398% 208,452 (68%) (2,413,677) 8% 1,688,036 (86%) (32,623) (4%) 24,016 (27%) 164,748 (13%) (56,094) 91% 8,019 - (27,182) (2%) 1,768,920 (22%) |
|---|---|---|---|
| 31,771,371 | 27,669,658 | ||
| 94% (31,840,705) (107,168) (98,863) |
95% (29,304,226) (21,518) (307,315) |
||
| (32,046,736) | (29,633,059) | ||
| (275,365) 853,741 (66,555) (1,109,685) (117,960) (7,243,034) 1,757,454 |
(1,963,401) 886,364 (90,571) (1,274,433) (61,866) (7,251,053) 1,784,636 |
||
| (6,201,404) | (7,970,324) |
- NPATA (Net Profit After Tax and before Amortisation) is NPAT adjusted for amortisation of acquired intangibles.
** Adjusted EBITDA (Earnings Before Interest, Tax, Depreciation, Amortisation) is EBITDA adjusted for unrealised net foreign exchange gains/losses and non-cash item share-based payments expense.
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Mach7 Technologies Limited Directors' report 30 June 2025
ORGANISATIONAL OVERVIEW
Global Operations
The structure of our global operations and how they impact of financial outcomes in summarised below:
| Australia | North America | Asia Pacific/Middle East |
|---|---|---|
| The majority of Mach7’s shareholder base is located in Australia. Certain regulatory and governance activities are undertaken by the Board of Directors and other administration functions in Australia. Mach7 does not yet derive revenue from customers based in Australia. |
North America is where the majority of Mach7’s executive team resides and where the vast majority of Mach7’s employees reside including sales, marketing, research & development (engineering), product and professional services teams. Operations are conducted in both the US and Canada. Research & development (engineering) teams are located in both the US & Canada, each having a principal product focus of Mach7 Vendor Neutral Archive (US) and Mach7 eUnity Viewer (Canada). Overall, revenue has increased in North America by 17% compared to the prior year. Excluding professional services revenue, North America revenue has increased year-on-year in all product areas and revenue categories. Growth is attributed to existing customer expansions, renewals and add-ons, together with organic growth from price increases. |
Mach7’s Asia Pacific team undertakes the sales and support activities in the Asia Pacific and Middle East Regions. Our team is mainly located in Singapore and Malaysia. Overall, revenue has increased in Asia Pacific by 3% compared to the prior year. |
EXTERNAL ENVIRONMENT
Growth of Medical Imaging
Medical images are the largest component of the medical record and the necessity to store and provide diagnostic reading and viewing capabilities both inside and outside the walls of the hospital is an essential operational function that is becoming more complex with ever increasing volumes, file types, file sizes and data repositories. As these complexities increase for healthcare providers, the enterprise-wide medical imaging solutions provided by Mach7 empowers our customers with the functionality, inter-operability and efficiencies that they need to provide the best possible patient care.
Volume-based business model - capital and subscription pricing options
Mach7 has a volume-based business model and offers all customers the flexibility of procuring their software as either a term capital software licence (a capex purchase) or a subscription licence (an opex purchase). This allows our customers full procurement flexibility to suit their individual business needs and provides them with multiple options to suit their budgetary requirements.
Mach7’s sales orders are showing a shift of procurement preference by its customers from term capital software licence sales to subscription licence sales , as more customers lean towards spreading the cost of software over the term of usage rather than paying 100% upfront. This also benefits Mach7 by increasing its ARR.
OUR BUSINESS STRATEGIES
The Group remains focused on building market share in enterprise imaging across our core regions of North America, Asia Pacific, and the Middle East. As part of this, we are undertaking a review of our market positioning and executing a shift to a customer-value centric growth strategy.
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Mach7 Technologies Limited Directors' report 30 June 2025
This new approach centres on defining and targeting ideal customer profiles (ICP) to ensure our product roadmap, marketing, and positioning are aligned to the customer types that can best drive new logo acquisition and sustainable long-term growth. The “land and expand” strategy has delivered a solid book of business across a broad range of sectors—including academics, IDNs, imaging chains, telemedicine, veterinary, and resellers. To generate new business momentum, the sharpened ICP focus is expected to improve market fit, sales effectiveness, and brand clarity.
A key element already in place is the overhaul of our customer-facing operations. Previously separated into services/implementation and support functions, these have now been unified into a single “Flight Crew” structure centred on customer needs. Each client is now supported by a designated Advocate for the Customer Experience (ACE), who coordinates a multidisciplinary team directly assigned to the account. This model fosters stronger relationships, more responsive support, and greater continuity. We expect this to translate into measurable improvements in customer satisfaction, including higher KLAS scores, which in turn support future sales growth.
Marketing efforts tied to this strategy will be visible from November 2025’s RSNA (Radiological Society of North America) trade show, through to our FY26 campaigns, with messaging and outreach tailored to the ICP. At the same time, our strengthened R&D team—now leveraging AI tools and guided by a new Chief Innovation Officer—is positioned to accelerate delivery of customer-compelling innovations.
Mach7 continues to benefit from a broad, engaged, and collaborative customer base, providing a strong foundation for coinnovation and product leadership. As a respected leader in image management, the Group is well-positioned to capitalise on this strategy and drive meaningful growth in the years ahead.
Risk Management
The Board takes a proactive approach to risk management. The Board has an Audit and Risk Management Committee, which is responsible for ensuring that risks and opportunities are identified on a timely basis and that the Group’s objectives and activities take these risks and opportunities into account.
Key Business Risks
The Group’s operations are subject to several risks. The Board, through its Audit and Risk Management Committee, regularly reviews the possible impact of these risks and seeks to minimise this impact through a commitment to its corporate governance principles and its various risk management functions. A number of specific risk factors that may impact the future performance of the Company are described below.
Shareholders should note that this list is not exhaustive and only includes risks that could affect the Group’s financial prospects, taking into account the nature and business of the Group and its business strategy.
Commercialisation risk
The principal activity of the Group is the provision of enterprise imaging data storage, viewing, sharing and interoperability for healthcare organisations. There is a risk that the Group will be unable to attract enough customers to be sufficiently profitable to fund future operations. In addition, commercial success of new technology is subject to inherent uncertainty due to unknown variables.
Competition and new technologies
The industry in which the Group is involved is subject to increasing domestic and global competition which is fast-paced and fast-changing. Whilst the Group will undertake all business decisions and operations with reasonable care and diligence, it will have no influence or control over the activities or actions of its competitors, whose activities or actions may positively, or negatively affect the operating and financial performance of its business. For instance, the image management platform may be superseded by new and cheaper technology creating competitive pressures, in which case, the Group’s revenues and profitability could be adversely affected.
Risks associated with the regulatory environment
The Group operates in a highly regulated market both in Australia and internationally. Success can be impacted by changes to the regulatory environment. Mach7 continues to monitor changes and proposed changes to the regulatory environment to which it is exposed.
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Mach7 Technologies Limited Directors' report 30 June 2025
DIRECTORS
The following persons were Directors of the Company during the whole of the financial year and up to the date of this report, unless otherwise stated:
Mr Robert Bazzani - Chairman
Ms Teri Thomas - Managing Director and Chief Executive Officer (Appointed effective 1 July 2025) Mr Eliot Siegel, MD - Independent Non-Executive Director
Ms Rebecca Thompson - Independent Non-Executive Director
Mr Michael Lampron - Managing Director and Chief Executive Officer (Stepped down effective close of business 30 June 2025)
Board of Directors
The names and details of the Company’s Directors in office as at the date of this report are as follows:
| Name: | Robert Bazzani |
|---|---|
| Title: | Chairman |
| Qualifications: | Master of Business Administration, Bachelor of Laws and Bachelor of Science |
| Experience and expertise: | Mr. Robert Bazzani spent 20 years with the global consulting firm KPMG, where he rose |
| to the top and served as Chairman of KPMG Victoria, National Managing Partner for | |
| KPMG Australia’s Enterprise Division and National Managing Partner for KPMG’s M&A | |
| Division. Whilst in these roles, Rob was a member of KPMG’s National Executive | |
| Committee (NEC), which oversees and is responsible for the Firm’s turnover, strategic | |
| decision making, profitability and operations. Rob has a demonstrated track record of | |
| leading and growing complex businesses. He has played a significant role in advising | |
| clients (public, private, and global subsidiaries) on commercial maters, public transitions | |
| and corporate governance. Rob has a background in investment banking and law, M&A | |
| and has engaged with Government and Regulators. With extensive experience in | |
| corporate advisory, Rob has deep commercial and industry knowledge across financial | |
| services, asset and wealth management, technology, property, insurances and | |
| consumer & industrial markets. | |
| Other current directorships: | OFX Group Ltd (ASX: OFX) |
| Former directorships (last 3 years): Keypath Education International Inc. (ASX:KED) | |
| Special responsibilities: | Remuneration & Nomination Committee – Chair, and Audit & Risk Management |
| Committee - member | |
| Interests in shares: | 254,728 |
| Interests in options: | 100,000 |
| Interests in rights: | None |
| Name: | Teri Thomas (appointed effective 1 July 2025) |
| Title: | Managing Director and Chief Executive Officer |
| Qualifications: | Master of Science |
| Experience and expertise: | Ms. Teri Thomas has a distinguished career in healthcare technology and executive |
| leadership, with more than 20 years of experience driving strategic growth in global | |
| health IT companies. Her remarkable leadership includes senior roles at Epic, the | |
| leading U.S. electronic medical record company, and as Executive Vice President at | |
| New Zealand–headquartered Orion Health, driving sales and corporate strategy. Most | |
| recently, Ms. Thomas served as CEO and Managing Director of Volpara Health | |
| Technologies Ltd (ASX: VHT), a global leader in breast cancer screening software. | |
| Beginning in 2022, she successfully led a corporate transformation at Volpara, | |
| implementing operational efficiencies, disciplined commercial strategies, and a renewed | |
| focus on U.S. growth. Her leadership strengthened company culture, stabilised | |
| performance, and positioned Volpara for its successful acquisition by Lunit in May 2024. | |
| Ms Thomas then served as both Volpara CEO and as Chief Business Officer at Lunit, a | |
| market leader in AI-driven cancer detection and diagnostics company based in Seoul, | |
| South Korea. | |
| Other current directorships: | None |
| Former directorships (last 3 years): Volpara Health Technologies Ltd (ASX: VHT) | |
| Special responsibilities: | None |
| Interests in shares: | 300,000 |
| Interests in options: | None |
| Interests in rights: | None |
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Mach7 Technologies Limited Directors' report 30 June 2025
| Name: | Eliot Siegel, MD |
|---|---|
| Title: | Independent Non-executive Director |
| Qualifications: | Doctor of Medicine |
| Experience and expertise: | Dr. Eliot Siegel is a well-known thought leader in the world of radiology, imaging |
| informatics, and artificial intelligence applications in medicine. He currently serves as a | |
| Professor in the Department of Diagnostic Radiology at the University of Maryland | |
| School of Medicine and also works for the Veterans Affairs Maryland Healthcare System | |
| in Baltimore, MD. Additionally, he holds an adjunct professorship in computer science | |
| and biomedical engineering at the undergraduate campuses of the University of | |
| Maryland. | |
| Dr. Siegel is a pioneer and co-founder of United Theranostics, a company dedicated to | |
| bringing state-of-the-art radiopharmaceuticals to patients for cancer therapy. Under his | |
| guidance, the VA Maryland Healthcare System achieved a significant milestone by | |
| becoming the first filmless healthcare enterprise in the world. He has also been a leader | |
| in national informatics efforts, serving as the informatics lead for the National Cancer | |
| Institute's Cancer Biomedical Informatics Grid (caBIG). | |
| A prolific author, he has written over 300 articles and book chapters on PACS (Picture | |
| Archiving and Communication Systems) and digital imaging. He has also edited | |
| numerous books on these topics, including Filmless Radiology and Security Issues in | |
| the Digital Medical Enterprise. Dr. Siegel has delivered more than 1,000 presentations | |
| globally on a wide range of subjects related to the use of computers and artificial | |
| intelligence in medicine. | |
| He served as symposium chairman for the Society of Photo-optical and Industrial | |
| Engineers (SPIE) Medical Imaging Meeting for three years and has been honored as a | |
| fellow in that organisation, as well as the American College of Radiology and the Society | |
| of Imaging Informatics in Medicine, where he was also awarded the Gold Medal.Dr. | |
| Siegel currently serves on the board of directors for Mach7 Technologies, United | |
| Theranostics, ACREW, and Softhread. | |
| Other current directorships: | None. |
| Former directorships (last 3 years): | Carestream Health |
| Special responsibilities: | Audit & Risk Management Committee - member, and Remuneration & Nomination |
| Committee - member | |
| Interests in shares: | 358,112 |
| Interests in options: | 100,000 |
| Interests in rights: | None |
Name: |
Rebecca Thompson |
| Title: | Independent Non-Executive Director |
| Qualifications: | Bachelor of Economics, Graduate Diploma in Applied Finance and Investment |
| Experience and expertise: | Ms Rebecca Thompson has more than 25 years of financial markets experience gained |
| at global investment banks, listed companies and a fintech start-up. Rebecca’s | |
| executive career included seven years at J.P, Morgan as the Head of Corporate Broking | |
| followed by a role at KPMG Australia as the Head of Capital Advisory and most recently | |
| Head of Investor Relations for CSR Limited (ASX:CSR). Rebecca has a broad skillset | |
| across equities, property, and foreign exchange with experience in the real estate, | |
| building materials, healthcare, resources and software industries. Stakeholder relations, | |
| communications, sustainability and financial analysis are core competencies. | |
| Other current directorships: | Independent Community Living Australia (ICLA), Non-Executive Director; MarketMeter, |
| Non-Executive Director | |
| Former directorships (last 3 years): | None |
| Special responsibilities: | Audit & Risk Management Committee – Chair, and Remuneration & Nomination |
| Committee - member | |
| Interests in shares: | 469,934 |
| Interests in options: | 225,000 |
| Interests in rights: |
None |
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Mach7 Technologies Limited Directors' report 30 June 2025
'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships of all other types of entities, unless otherwise stated.
'Former directorships (last 3 years)' quoted above are directorships held in the last 3 years for listed entities only and excludes directorships of all other types of entities, unless otherwise stated.
| Company secretary | |
|---|---|
| Name: | Ms Naomi Lawrie |
| Title: | Company Secretary |
| Appointment date: | 24 June 2025 |
| Qualifications: | Bachelor of Laws / Bachelor of Commerce |
| Experience and expertise: | Ms. Naomi Lawrie is appointed as Company Secretary, effective 24 June 2025, to replace Mr. |
| Tony Panther following team reassignments at Vistra (Australia) Pty Ltd, the Company’s | |
| provider of secretarial and corporate compliance services. Ms. Naomi Lawrie is a corporate | |
| lawyer and company secretary with more than 20 years of experience, particularly with health | |
| and technology companies. She joins Mach7 after serving at 4DMedical Limited in the role of | |
| General Counsel and Company Secretary. | |
Name: |
Mr Tony Panther |
| Title: | Company Secretary (Resigned effective 24 June 2025) |
| Qualifications: | B.Ec., LLB, CA, AGIA, ACIS. |
| Experience and expertise: | Mr Panther is a Chartered Accountant with over 30 years’ experience in a variety of fields. |
| Following completion of university commerce and law degrees he worked as an external | |
| auditor with a major international chartered accounting firm and has progressed to a range of | |
| internal audit, compliance, senior finance, and company secretarial roles with a number of | |
| ASX-listed and unlisted public companies and professional services firms, covering financial | |
| services, utilities, biotech, IT services, mineral exploration and environmental technologies. He | |
| specialises in financial reporting and company secretarial practice. |
Meetings of directors
The number of meetings of the company's Board of Directors ('the Board') and of each Board committee held during the year ended 30 June 2025, and the number of meetings attended by each director were:
| Remuneration and | Remuneration and | Audit and Risk | Audit and Risk | |||
|---|---|---|---|---|---|---|
| Full | Board | Nomination | Committee | Management Committee | ||
| Eligible to | Eligible to | Eligible to | ||||
| Attended | attend | Attended | attend | Attended | attend | |
| Eliot Siegel, MD | 12 | 12 | 5 | 5 | 2 | 2 |
| Mr Robert Bazzani | 12 | 12 | 5 | 5 | 2 | 2 |
| Mr Michael Lampron | 12 | 12 | - | - | - | - |
| Ms Rebecca Thompson | 12 | 12 | 5 | 5 | 2 | 2 |
Held: represents the number of meetings held during the time the director held office or was a member of the relevant committee.
Outlook
The demand for imaging continues to grow in both diagnostic frequency and clinical importance, while at the same time a global shortage of radiologists is placing increasing pressure on healthcare systems. This dynamic ensures that technology will remain strategic to healthcare delivery, positioning Mach7 strongly as a partner of choice for providers worldwide.
Mach7’s innovative and interoperable products form the foundation of an enterprise imaging strategy that enables both hospital networks and private practices to consolidate image data management and access diagnostic images from any location. Our competitive advantage lies in not only the strength of our platform, but also in a deep understanding of our customers—what they want and need, where they experience pain points, and where we can create opportunities to delight them. Under our new Chief Innovation Officer, we expect this customer-centric approach to drive a fresh wave of product innovation.
14
Mach7 Technologies Limited Directors' report 30 June 2025
We are also leveraging our highly knowledgeable Asia-based team to extend customer experience and technical support across global time zones, while simultaneously enhancing R&D capacity in a cost-effective manner. This global approach enhances both execution speed and customer satisfaction.
Looking ahead, our focus is on strengthening customer engagement through a new model designed to create a continuous “Mach7 Loop” in customer, marketing, innovation and sales. With our new customer service-focused Flight Crew leading the journey—supported by digital engagement, robust knowledge bases, and AI-powered ground control—we aim to deliver a premium experience that begins well before a prospect becomes a customer, guiding them through their personalised “flight plan” and ensuring ongoing success once they are on board.
The Company remains well positioned to take advantage of a highly fragmented imaging market and the ongoing shift in demand from acute to ambulatory settings. Our sales pipeline reflects opportunities across new and existing customers, multiple care settings, and varied product combinations.
We continue to focus on subscription sales, particularly in North America, as it provides great visibility to future revenue—a predictable, recurring, and scalable business model. Sales opportunities in APAC and the Middle East tend to be capital in nature and we expect these types of contracts to remain important in these regions.
The Company is currently undertaking a comprehensive strategic review with details of the new strategy to be released in Q2 FY26. Mach7’s on-market share buy-back program remains on foot however the Company will pause activity in the share buyback program pending completion of its comprehensive strategic review.
Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Significant changes in the state of affairs
There were no significant changes in the state of affairs of the Company during the financial year.
Indemnity and insurance of auditor
The company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the company or any related entity against a liability incurred by the auditor.
During the financial year, the company has not paid a premium in respect of a contract to insure the auditor of the company or any related entity.
Non-audit services
Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the auditor are outlined in note 27 to the financial statements.
The directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by another person or firm on the auditor's behalf), is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001.
The directors are of the opinion that the services as disclosed in note 27 to the financial statements do not compromise the external auditor's independence requirements of the Corporations Act 2001 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
-
none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board, including reviewing or auditing the auditor's 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.
Auditor's independence declaration
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this Directors' Report.
Matters subsequent to the end of the financial year
No matter or circumstance has arisen since 30 June 2025 that has significantly affected, or may significantly affect the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial years.
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Mach7 Technologies Limited Directors' report 30 June 2025
Likely developments and expected results of operations
The Group will continue to announce material contract wins as and when they occur. As noted above, with a new CEO having joined on 1 July 2025 and a new Chief Innovation Officer on 4 August 2025, Mach7 is undergoing a comprehensive review of its customer base, product differentiators, and market dynamics and has committed to a refreshed company strategy to drive growth through delivery of compelling customer value.
Environmental regulation
The Group’s operations are not regulated by any significant environmental regulation under a law of the Commonwealth or of a State or Territory of Australia, or any of the regions where it operates.
REMUNERATION REPORT (AUDITED)
The remuneration report details the key management personnel remuneration arrangements for the consolidated entity, in accordance with the requirements of the Corporations Act 2001 and its Regulations.
Key management personnel (KMP) are those persons having authority and responsibility for planning, directing and controlling the major activities of the Group, directly or indirectly, including any director (whether executive or otherwise) of the Group. The KMP included in this report are as follows:
| Non-executive Directors (NED) | Role | Period covered for remuneration |
|---|---|---|
| Mr Robert Bazzani | Chairman | Full year |
| Dr Eliot Siegel, MD | Independent, Non-Executive Director | Full year |
| Ms Rebecca Thompson | Independent, Non-Executive Director | Full year |
Executives |
||
| Michael Lampron | Chief Executive Officer & Managing Director | Full year |
| Ms Dyan O'Herne | Chief Financial Officer | Full year |
| Mr David Madaffri | Chief Operating Officer | Full year |
REMUNERATION PHILOSOPHY
The performance of the Group depends on the quality of its directors and executives. The Group’s remuneration philosophy is to attract, motivate and retain high performance and high quality personnel.
REMUNERATION STRUCTURE
The Board, through its Nomination and Remuneration Committee, is responsible for determining and reviewing remuneration arrangements for the Group’s directors and executives. In accordance with best practice corporate governance, the structure of Non-Executive Directors and executive remunerations are separate.
Principles used to determine the nature and amount of remuneration
The objective of the consolidated entity's executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with the achievement of strategic objectives and the creation of value for shareholders, and it is considered to conform to the market best practice for the delivery of reward. The Board of Directors ('the Board') ensures that executive reward satisfies the following key criteria for good reward governance practices:
-
competitiveness and reasonableness
-
acceptability to shareholders
-
performance linkage / alignment of executive compensation
-
transparency
The Board has structured an executive remuneration framework that is market competitive and complementary to the reward strategy of the Company. The framework is designed to:
-
ensure that coherent remuneration policies and practices are observed which enable the attraction and retention of directors and management who will create value for shareholders
-
fairly and responsibly reward directors and senior management having regard to the Group's performance, the performance of the senior management and the general pay environment; and
-
comply with all relevant legal and regulatory provision.
In accordance with best practice corporate governance, the structure of non-executive director and executive director remuneration is separate.
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Mach7 Technologies Limited Directors' report 30 June 2025
NON-EXECUTIVE DIRECTORS' REMUNERATION FRAMEWORK Objective
Remuneration for Non-Executive Directors is set with the objective of attracting and retaining highly experienced and skilled directors, and which reflect the demands and responsibilities of their role.
Structure
The financial position of the Company is considered when determining the mix between cash and non-cash remuneration. Non-Executive Directors’ fees and payments are reviewed annually by the Board. The Board may, from time to time, seek advice from independent remuneration consultants to ensure Non-Executive Directors’ fees and payments are appropriate and in line with market standards. Remuneration for Non-Executive Directors (NEDs) may contain any or all of the following:
-
Annual fees, reflecting the value of the individual's personal performance, time commitment and responsibilities of the role;
-
Equity based remuneration, issues of shares or securities, reflecting the contribution of the Director toward the Group's medium and long-term performance objectives (each award is subject to shareholder approval); and
-
● Other benefits required by law, for example, superannuation payments.
All non-executive directors enter into a service agreement with the Company in the form of a letter of appointment. The letter summarises the board policies and terms, including remuneration, relevant to the office of director.
ASX listing rules require the aggregate non-executive directors’ remuneration be determined periodically by a general meeting. Following the adoption of a revised Company Constitution on 31 March 2016, the aggregate remuneration for all non-executive directors has been set at a maximum amount of $500,000 per annum under clause 50 (a) of the Company’s Constitution.
The annual fees awarded to non-executive Directors are as follows:
| The annual fees awarded to non-executive Directors are as follows: | |
|---|---|
| From 1 July | |
| Base fee | 2023 |
| $ | |
| Chair | 110,000 |
| Director | 90,000 |
| Additional fees for each Chair of Board Committees | 10,000 |
EXECUTIVE REMUNERATION FRAMEWORK
The consolidated entity aims to reward executives based on their position and responsibility, with a level and mix of remuneration which has both fixed and variable components.
Structure
Fixed Remuneration:
Fixed remuneration is set with reference to the skills, experience and performance of the individual performing the role, comparable market remuneration for the role being performed, and the overall size and financial position of the Group as a whole. Fixed remuneration is reviewed annually by the Board (via its Nomination & Remuneration Committee).
Fixed remuneration for key management personnel includes the following:
-
Annual base salary
-
Benefits in compliance with local laws (e.g. paid leave, medical insurance and superannuation payments)
Performance-based (variable) remuneration:
Performance-based remuneration for key management personnel includes:
-
Bonuses to reward individuals following an outstanding business contribution having regard to clearly specified performance targets;
-
Sales commission (sales executives only); and
-
Equity based remuneration, reflecting the Group’s medium and long-term performance objectives.
The Group has both a short-term incentive program (STIP) and a long-term incentive plan (LTIP).
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Mach7 Technologies Limited Directors' report 30 June 2025
SHORT TERM INCENTIVE PLAN (STIP)
STIP is designed to align corporate and departmental goals with the targets of executives responsible for meeting those goals. STI payments are granted to executives based on the achievement of specific annual targets/key performance indicators (KPI’s). KPI’s can include (but are not necessarily limited to) the following elements:
-
Achievement of financial targets (e.g. revenue, earnings/profitability, cash flows, sales orders, budgeted operating expenses)
-
Excellence in customer service and satisfaction
-
Leadership contribution
-
Product development
-
Capital management
-
Corporate transactions
Description of the plan
The STIP is an annual incentive plan under which executives are eligible to receive an annual award if they satisfy challenging strategic, operational and individual performance targets. Executives will be entitled to a STIP award up to a maximum fixed percentage of their annual fixed remuneration. The maximum amount will differ between individuals.
Appropriate STIP incentive
The STIP is designed to motivate and reward high performance. It puts a significant proportion of the executive’s remuneration at-risk against targets linked to the Group’s performance objectives, thereby aligning executive’s interests with shareholders.
Choice of performance conditions
The choice of performance conditions for the STIP will be relevant to the Group in its current phase of growth and will be heavily focussed on financial metrics, such as revenue, earnings, cash flow, and sales orders targets. The Directors believe these targets are most closely aligned with growing shareholder value. In addition, the performance conditions will be set with relevance to the individuals’ role, such that the person is appropriately incentivised and motivated to achieve the best they can.
Performance period
The STIP is an annual plan.
Performance conditions - current year
Any payment made under the STIP is on the basis that performance conditions are met. For the current period, performance conditions were outlined in a business plan approved by the Board and included:
-
Sales Orders
-
Revenue
-
EBITDA
-
Annual Recurring Revenue run rate
-
Contracted Annual Recurring Revenue
Assessment of performance conditions
Financial targets as assessed by the Board with reference to annual financial statements and sales order information. For non-financial and individual targets, the Board assesses the personal performance of each executive against non-financial and personal performance of other executives and makes recommendations to the Remuneration & Nomination Committee in relation to the payment of any STI. The Remuneration & Nomination Committee review these recommendations and provide a final recommendation to the Board for its approval of STIs to be paid.
Payment of the STIP
Any STI payment is generally made within two to three months of the end of the performance period. The Board may, in its discretion, vary the general payment period.
Cessation of employment
In order to qualify for inclusion in the STIP plan, the executive must remain employed with a Group Company as an eligible employee at the end of the fiscal year and must have been employed for all or portion of the performance period. If the executive leaves for a qualifying reason, the Board may award the STI in its full discretion.
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Mach7 Technologies Limited Directors' report 30 June 2025
LONG-TERM INCENTIVE PROGRAM (LTIP)
The LTIP provides for the issue of equity instruments such as performance rights, shares and options that are linked to the achievement of targets related to the Group’s medium to long-term performance. Option awards typically vest over a period of between one and three years, expire within five years and have an exercise price that may include a premium to the market price as at the date of issue. The most recent LTIP was approved by shareholders in November 2024.
Performance conditions
The performance conditions must be satisfied in order for performance rights or equity options to vest. Performance conditions can include time-based conditions, whereby the holder must remain employed by the Group through to vesting date, or financial targets. Each performance right or equity option entitles the holder to acquire one share in the Company for a stated exercise price, subject to meeting specific performance conditions. The performance rights and equity options do not carry rights to dividends or voting.
As of 30 June 2025, the Company has 1,189,667 performance rights on issue, including:
-
723,000 performance rights which vest on 30 June 2025 and are under the Board’s consideration for the performance conditions. These performance rights will lapse 30 September 2025; and
-
466,667 performance rights which vest on 30 June 2026.
provided the following performance conditions are met. The total shareholder return (TSR) will be measured over the threeyear period ending on the vesting date.
Hurdle: M7T relative TSR performance compared to the S&P/ASX All Technology Index Percentage of Performance Rights to vest
<50th percentile No vesting ≥50th percentile to 75th percentile Pro–rata straight line vesting between 50% and 100% ≥75th percentile 100% vesting
Cessation of employment
If a KMP ceases to be employed or engaged by the Group for any reason other than as a result of a Qualifying Event, any unvested performance rights and equity options held by the participant will lapse immediately on the participant ceasing to be employed. Any vested performance rights and equity options must be exercised within 30 days of termination date. A Qualifying Event means:
-
Death;
-
Serious injury, disability or illness which prohibits continued employment;
-
Retirement or retrenchment; or
-
Such other circumstances which the Board determines to be a Qualifying Event.
Where a participant in the LTIP scheme ceases to be employed by the Group as a result of a Qualifying Event, the Board may, in its absolute discretion, make a determination as to whether some or all of those performance rights or equity options become vested at the time of the cessation of employment of the participant or another date determined by the Board.
In the event of a change of control, the Board has discretion to determine that the vesting of some or all of non-vested performance rights and equity options should be accelerated. Any remaining unvested performance rights or options will immediately lapse.
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Mach7 Technologies Limited Directors' report 30 June 2025
Details of remuneration
Amounts of remuneration
Details of the remuneration of key management personnel of the consolidated entity are set out in the following tables.
| 30 June 2025 Non-Executive Directors: Robert Bazzani Eliot Siegel Rebecca Thompson Executive Director: Michael Lampron,1 Other Key Management Personnel: Dyan O'Herne,1 David Madaffri**,1 |
Short-term benefits Cash salary and fees Cash bonus Non- monetary $ $ $ 107,623 - - 90,000 - - 89,686 - - 627,664 - 93,207 514,040 - 70,527 723,622 - 89,700 2,152,635 - 253,434 |
Short-term benefits Cash salary and fees Cash bonus Non- monetary $ $ $ 107,623 - - 90,000 - - 89,686 - - 627,664 - 93,207 514,040 - 70,527 723,622 - 89,700 2,152,635 - 253,434 |
Short-term benefits Cash salary and fees Cash bonus Non- monetary $ $ $ 107,623 - - 90,000 - - 89,686 - - 627,664 - 93,207 514,040 - 70,527 723,622 - 89,700 2,152,635 - 253,434 |
Termination benefits Severance $ - - - 339,751 - - |
Post- employment benefits Super- annuation $ 12,377 - 10,314 - - - |
Long- term benefits Long service leave $ - - - - - - |
2Share- based payments Equity- settled $ 5,738 5,739 41,553 237,071 73,514 72,262 |
Total $ 125,738 95,739 141,553 1,297,693 658,081 885,584 |
|---|---|---|---|---|---|---|---|---|
| 2,152,635 | - | 253,434 | 339,751 | 22,691 | - | 435,877 | 3,204,388 |
-
Mr Michael Lampron stepped down as Chief Executive Officer & Managing Director effective close of business 30 June 2025. Ms Teri Thomas was appointed as Chief Executive Officer & Managing Director effective 1 July 2025.
-
** Ms Dyan O’Herne will step down as Chief Financial Officer effective close of business 30 September 2025.
-
*** Mr David Madaffri stepped down as Chief Operating Officer effective close of business 25 July 2025. Cash salary and fees for the year includes sales commission.
1 Mr Michael Lampron, Ms Dyan O’Herne and Mr David Madaffri were paid their short-term benefits and termination benefits in USD and reported in the above remuneration report at an average exchange rate of US$0.65 per AUD.
2Equity-settled share-based payments in the table above are non-cash and represents the valuation of the options and/or performance rights granted to the relevant KMP, as required by Accounting Standard AASB 2- Share-based Payment to be accounted as the cost to the company. The amount disclosed for equity-settled share-based payments represents the accounting valuation recognised as cost to the company during the year as disclosed in note 35 and does not represent cash remuneration to the KMP.
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Mach7 Technologies Limited Directors' report 30 June 2025
| 30 June 2024 Non-Executive Directors: David Chambers Eliot Siegel Robert Bazzani Philippe Houssiau Rebecca Thompson Executive Director: Michael Lampron,1 Other Key Management Personnel: Dyan O'Herne1 David Madaffri**,1 |
Short-term benefits Cash salary and fees Cash bonus Non- monetary $ $ $ 40,840 - - 90,000 - - 101,351 - - 26,664 - - 55,180 - - 596,084 146,475 79,928 488,177 119,958 69,142 674,980 78,722 82,890 2,073,276 345,155 231,960 |
Short-term benefits Cash salary and fees Cash bonus Non- monetary $ $ $ 40,840 - - 90,000 - - 101,351 - - 26,664 - - 55,180 - - 596,084 146,475 79,928 488,177 119,958 69,142 674,980 78,722 82,890 2,073,276 345,155 231,960 |
Short-term benefits Cash salary and fees Cash bonus Non- monetary $ $ $ 40,840 - - 90,000 - - 101,351 - - 26,664 - - 55,180 - - 596,084 146,475 79,928 488,177 119,958 69,142 674,980 78,722 82,890 2,073,276 345,155 231,960 |
Termination benefits Severance $ - - - - - - - - |
Post- employment benefits Super- annuation $ 4,493 - 11,149 - 6,070 - - - |
Long-term benefits Long service leave $ - - - - - - - - |
2Share- based payments Equity- settled $ (13,739) 9,269 9,269 (25,864) 38,985 574,145 69,335 85,654 |
Total $ 31,594 99,269 121,769 800 100,235 1,396,632 746,612 922,246 |
|---|---|---|---|---|---|---|---|---|
| 2,073,276 | 345,155 | 231,960 | - | 21,712 | - | 747,054 | 3,419,157 |
-
Mr David Chambers resigned as Chairman and Mr Philippe Houssiau resigned as Non- Executive Director effective 16 November 2023. Negative share-based payment expense represents the net of the charge for year on options vested during the year and the reversal of option reserve into share-based payment expense that were related to the unvested options forfeited on resignation. Ms Rebecca Thompson was appointed as Independent Non-Executive Director effective 16 November 2023.
-
** Equity settled share-based payment of $574,145 includes $234,000 towards the value of 325,000 shares issued as compensation to Mr Lampron in November 2023.
-
*** Mr David Madaffri was appointed as Chief Operating Officer effective 1 July 2023. Cash salary and fees for the year includes sales commission.
1 Mr Michael Lampron, Ms Dyan O’Herne and Mr David Madaffri were paid their short-term benefits in USD and reported in the above remuneration report at an average exchange rate of US$0.66 per AUD.
2Equity-settled share-based payments in the table above are non-cash and represents the valuation of the options and/or performance rights granted to the relevant KMP, as required by Accounting Standard AASB 2- Share-based Payment to be accounted as the cost to the company. The amount disclosed for equity-settled share-based payments represents the accounting valuation recognised as cost to the company during the year as disclosed in note 35 and does not represent cash remuneration to the KMP.
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Mach7 Technologies Limited Directors' report 30 June 2025
The proportion of remuneration linked to performance and the fixed proportion are as follows:
| Remuneration | Remuneration | At risk - STI | At risk - LTI | |||
|---|---|---|---|---|---|---|
| Name | 30 June 2025 30 June 2024 30 June 2025 30 June | 2024 30 June 2025 30 June 2024 | ||||
| Non-Executive Directors: | ||||||
| Robert Bazzani | 95% | 92% | - | - | 5% | 8% |
| Eliot Siegel | 94% | 91% | - | - | 6% | 9% |
| Rebecca Thompson | 71% | 61% | - | - | 29% | 39% |
| David Chambers | - | 143% | - | - | - | (43%) |
| Philippe Houssiau | - | 3321% | - | - | - | (3221%) |
| Executive Directors: | ||||||
| Michael Lampron | 82% | 48% | - | 11% | 18% | 41% |
| Other Key Management | ||||||
| Personnel: | ||||||
| Dyan O'Herne | 89% | 75% | - | 16% | 11% | 9% |
| David Madaffri | 92% | 82% | - | 9% | 8% | 9% |
Service agreements
Remuneration and other terms of employment for key management personnel are formalised in service agreements. Details of these agreements are as follows:
| Component | Requirement |
|---|---|
| Fixed remuneration | Reviewed annually |
| Variable remuneration | Participation in the Company's STIP and LTIP; Annual Sales |
| Commission Plan for Sales Executives only | |
| Contract duration | Ongoing |
| Termination of employment (without cause) by the Company | 6 months' notice (CEO & CFO), 3 months’ notice (COO) |
| or by individual | |
| Termination of employment (for cause) by Company | Terminated immediately |
Share-based compensation
There were no shares issued to directors and other key management personnel as part of compensation during the year ended 30 June 2025. The Board of Directors determined that Non-Executive Directors will no longer be eligible to be granted options but are rather encouraged to buy shares on market to align interests with Shareholders.
No shares were issued to directors and other key management personnel upon exercise of remuneration related options during the year ended 30 June 2025.
Options
The terms and conditions of each grant of options over ordinary shares affecting remuneration of directors and other key management personnel in this financial year or future reporting years are as follows:
| Number of | Vesting date | Fair value | ||||
|---|---|---|---|---|---|---|
| options | and exercisable | Exercise | per option at | |||
| Name | granted | Grant date | date | Expiry date | price | grant date |
| Eliot Siegel | 8,333 | 01/12/2020 | 01/12/2021 | 30/11/2025 | $1.400 | $0.790 |
| Eliot Siegel | 8,333 | 01/12/2020 | 01/12/2022 | 30/11/2025 | $1.400 | $0.790 |
| Eliot Siegel | 8,334 | 01/12/2020 | 01/12/2023 | 30/11/2025 | $1.400 | $0.790 |
| Robert Bazzani | 8,333 | 01/12/2020 | 01/12/2021 | 30/11/2025 | $1.400 | $0.790 |
| Robert Bazzani | 8,333 | 01/12/2020 | 01/12/2022 | 30/11/2025 | $1.400 | $0.790 |
| Robert Bazzani | 8,334 | 01/12/2020 | 01/12/2023 | 30/11/2025 | $1.400 | $0.790 |
| Eliot Siegel | 8,333 | 11/11/2021 | 11/11/2022 | 11/11/2026 | $0.910 | $0.380 |
| Eliot Siegel | 8,333 | 11/11/2021 | 11/11/2023 | 11/11/2026 | $0.910 | $0.380 |
| Eliot Siegel | 8,334 | 11/11/2021 | 11/11/2024 | 11/11/2026 | $0.910 | $0.380 |
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Mach7 Technologies Limited Directors' report 30 June 2025
| Number | ||||||
|---|---|---|---|---|---|---|
| of | Vesting date | Fair value | ||||
| options | and exercisable | Exercise | per option at | |||
| Name | granted | Grant date | date | Expiry date | price | grant date |
| Robert Bazzani | 8,333 | 11/11/2021 | 11/11/2022 | 11/11/2026 | $0.910 | $0.380 |
| Robert Bazzani | 8,333 | 11/11/2021 | 11/11/2023 | 11/11/2026 | $0.910 | $0.380 |
| Robert Bazzani | 8,334 | 11/11/2021 | 11/11/2024 | 11/11/2026 | $0.910 | $0.380 |
| Eliot Siegel | 8,333 | 12/12/2022 | 12/12/2023 | 12/12/2027 | $0.610 | $0.320 |
| Eliot Siegel | 8,333 | 12/12/2022 | 12/12/2024 | 12/12/2027 | $0.610 | $0.320 |
| Eliot Siegel | 8,334 | 12/12/2022 | 12/12/2025 | 12/12/2027 | $0.610 | $0.320 |
| Robert Bazzani | 8,333 | 12/12/2022 | 12/12/2023 | 12/12/2027 | $0.610 | $0.320 |
| Robert Bazzani | 8,333 | 12/12/2022 | 12/12/2024 | 12/12/2027 | $0.610 | $0.320 |
| Robert Bazzani | 8,334 | 12/12/2022 | 12/12/2025 | 12/12/2027 | $0.610 | $0.320 |
| Dyan O'Herne | 16,667 | 10/09/2021 | 01/09/2022 | 31/08/2026 | $0.980 | $0.394 |
| Dyan O'Herne | 16,667 | 10/09/2021 | 01/09/2023 | 31/08/2026 | $0.980 | $0.394 |
| Dyan O'Herne | 16,666 | 10/09/2021 | 01/09/2024 | 31/08/2026 | $0.980 | $0.394 |
| Dyan O'Herne | 200,000 | 01/01/2023 | 01/07/2023 | 01/01/2028 | $0.570 | $0.335 |
| David Madaffri** | 116,667 | 10/09/2021 | 01/09/2022 | 31/08/2026 | $0.980 | $0.394 |
| David Madaffri** | 116,667 | 10/09/2021 | 01/09/2023 | 31/08/2026 | $0.980 | $0.394 |
| David Madaffri** | 116,666 | 10/09/2021 | 01/09/2024 | 31/08/2026 | $0.980 | $0.394 |
| David Madaffri | 66,667 | 01/07/2023 | 01/07/2026 | 01/07/2028 | $0.582 | $0.358 |
| David Madaffri | 66,667 | 01/07/2023 | 01/07/2025 | 01/07/2028 | $0.582 | $0.358 |
| David Madaffri | 66,666 | 01/07/2023 | 01/07/2024 | 01/07/2028 | $0.582 | $0.358 |
| Dyan O'Herne | 66,666 | 01/07/2023 | 01/07/2024 | 01/07/2028 | $0.582 | $0.358 |
| Dyan O'Herne | 66,667 | 01/07/2023 | 01/07/2025 | 01/07/2028 | $0.582 | $0.358 |
| Dyan O'Herne | 66,667 | 01/07/2023 | 01/07/2026 | 01/07/2028 | $0.582 | $0.358 |
| Rebecca Thompson | 75,000 | 16/11/2023 | 16/11/2024 | 16/11/2028 | $0.710 | $0.457 |
| Rebecca Thompson | 75,000 | 16/11/2023 | 16/11/2025 | 16/11/2028 | $0.710 | $0.457 |
| Rebecca Thompson | 75,000 | 16/11/2023 | 16/11/2026 | 16/11/2028 | $0.710 | $0.457 |
| Robert Bazzani | 8,334 | 01/12/2023 | 01/12/2026 | 01/12/2028 | $0.725 | $0.416 |
| Robert Bazzani | 8,333 | 01/12/2023 | 01/12/2024 | 01/12/2028 | $0.725 | $0.416 |
| Robert Bazzani | 8,333 | 01/12/2023 | 01/12/2025 | 01/12/2028 | $0.725 | $0.416 |
| Eliot Siegel | 8,333 | 01/12/2023 | 01/12/2024 | 01/12/2028 | $0.725 | $0.416 |
| Eliot Siegel | 8,333 | 01/12/2023 | 01/12/2025 | 01/12/2028 | $0.725 | $0.416 |
| Eliot Siegel | 8,334 | 01/12/2023 | 01/12/2026 | 01/12/2028 | $0.725 | $0.416 |
| David Madaffri | 50,000 | 18/12/2023 | 18/12/2025 | 18/12/2028 | $0.730 | $0.461 |
| David Madaffri | 50,000 | 18/12/2023 | 18/12/2026 | 18/12/2028 | $0.730 | $0.461 |
| David Madaffri | 50,000 | 18/12/2023 | 18/12/2024 | 18/12/2028 | $0.730 | $0.461 |
| Dyan O'Herne | 50,000 | 18/12/2023 | 18/12/2024 | 18/12/2028 | $0.730 | $0.461 |
| Dyan O'Herne | 50,000 | 18/12/2023 | 18/12/2025 | 18/12/2028 | $0.730 | $0.461 |
| Dyan O'Herne | 50,000 | 18/12/2023 | 18/12/2026 | 18/12/2028 | $0.730 | $0.461 |
| Dyan O'Herne | 108,334 | 18/11/2024 | 18/11/2025 | 18/11/2029 | $0.380 | $0.190 |
| Dyan O'Herne | 108,333 | 18/11/2024 | 18/11/2026 | 18/11/2029 | $0.380 | $0.190 |
| Dyan O'Herne | 108,333 | 18/11/2024 | 18/11/2027 | 18/11/2029 | $0.380 | $0.190 |
| David Madaffri | 91,666 | 18/11/2024 | 18/11/2025 | 18/11/2029 | $0.380 | $0.190 |
| David Madaffri | 91,667 | 18/11/2024 | 18/11/2026 | 18/11/2029 | $0.380 | $0.190 |
| David Madaffri | 91,667 | 18/11/2024 | 18/11/2027 | 18/11/2029 | $0.380 | $0.190 |
| Michael Lampron* | 723,000 | 17/11/2022 | 30/06/2025 | 30/09/2025 | - | $0.572 |
| Michael Lampron* | 93,333 | 16/11/2023 | 30/06/2026 | 30/09/2026 | - | $0.501 |
| Michael Lampron* | 70,000 | 16/11/2023 | 30/06/2026 | 30/09/2026 | - | $0.647 |
| Michael Lampron* | 233,334 | 16/11/2023 | 30/06/2026 | 30/09/2026 | - | $0.647 |
| Michael Lampron* | 70,000 | 16/11/2023 | 30/06/2026 | 30/09/2026 | - | $0.647 |
-
performance rights subject to performance hurdles.
-
** Mr David Madaffri held 350,000 options granted on 10 September 2021 at the time of his appointment as Chief Operating Officer effective 1 July 2023.
23
Mach7 Technologies Limited Directors' report 30 June 2025
Options granted carry no dividend or voting rights.
There were no options over ordinary shares granted to or vested by directors and other key management personnel in-lieu of their fees/salaries during the year ended 30 June 2025.
| Number of | Number of | Number of | Number of | Value of | Value of | Value of | |
|---|---|---|---|---|---|---|---|
| options | options | options | options | options | options | options | |
| granted | granted | vested | vested | granted | exercised | lapsed | |
| during year | during year | during year | during year |
during year | during year |
during year |
|
| 30 June | 30 June | 30 June | 30 June | 30 June | 30 June | 30 June | |
| 2025 | 2024 | 2025 | 2024 | 2025 | 2025 | 2025 | |
| Eliot Siegel | - | 25,000 | 25,000 | 25,000 | - | - | 9,173 |
| Robert Bazzani | - | 25,000 | 25,000 | 100,000 | - | - | 82,553 |
| Dyan O'Herne | 325,000 | 350,000 | 133,332 | 216,667 | 61,770 | - | 87,397 |
| Michael Lampron* | 800,000 | 700,000 | - | - | 235,357 | - | 849,461 |
| Rebecca Thompson | - | 225,000 | 75,000 | - | - | - | - |
| David Madaffri |
275,000 | 350,000 | 233,332 | 116,667 | 52,266 | - | - |
- performance rights subject to performance hurdles.
Additional information
The earnings of the consolidated entity for the five years to 30 June 2025 are summarised below:
| 2025 | 2024 | 2023 | 2022 | 2021 | |
|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | |
| Loss for the year | (6,201,404) | (7,970,324) | (1,048,112) | (4,167,850) | (9,357,196) |
Basic earnings per share (EPS) (Cent) |
(2.6) | (3.3) | (0.4) | (1.8) | (4.0) |
| Improvement in EPS | 0.7 | (3.0) | 1.4 | 2.2 | (4.1) |
Share price ($) |
0.330 | 0.640 | 0.620 | 0.490 | 1.065 |
% change in share price (%) |
(48%) | 3% | 27% | (54%) | 10% |
Additional disclosures relating to key management personnel
Shareholding
The number of shares in the company held during the financial year by each director and other members of key management personnel of the consolidated entity, including their personally related parties, is set out below:
| Ordinary shares Robert Bazzani Eliot Siegel Rebecca Thompson Michael Lampron Dyan O'Herne |
Balance at the start of the year 119,300 246,100 69,934 833,405 178,205 |
Received as part of remuneration - - - - - |
Additions* 135,428 112,012 400,000 46,000 30,000 |
Other movements - - - - - |
Balance at the end of the year 254,728 358,112 469,934 879,405 208,205 |
|---|---|---|---|---|---|
| 1,446,944 | - | 723,440 | - | 2,170,384 |
- Additions represent self-funded on-market purchases during the year.
24
Mach7 Technologies Limited Directors' report 30 June 2025
Options and performance rights holding
The number of options and performance rights over ordinary shares in the company held during the financial year by each director and other members of key management personnel of the consolidated entity, including their personally related parties, is set out below:
| Options over ordinary shares Robert Bazzani Eliot Siegel Rebecca Thompson Michael Lampron1 Dyan O'Herne2 David Madaffri3 |
Balance at the start of the year 325,000 125,000 225,000 2,575,185 740,000 700,000 |
Granted - - - 800,000 325,000 275,000 |
Exercised - - - - - - |
Expired/ forfeited/ other (225,000) (25,000) - (2,185,518) (140,000) - |
Balance at the end of the year 100,000 100,000 225,000 1,189,667 925,000 975,000 |
|---|---|---|---|---|---|
| 4,690,185 | 1,400,000 | - | (2,575,518) | 3,514,667 |
1 During the year 800,000 performance rights were granted to Mr Lampron. Mr Lampron stepped down as Managing Director and Chief Executive Officer effective close of business 30 June 2025. In accordance with the terms of the Separation Agreement, 1,033,333 unvested performance rights were forfeited (This includes 800,000 performance rights granted during the year). In addition to this, 402,185 performance rights and 750,000 options expired during the year. Mr Lampron's closing balance comprises 1,189,667 performance rights that will continue to vest under the Separation Agreement until their expiry. 723,000 performance rights will lapse 30 September 2025.
2 During the year 325,000 options were granted to Ms O'Herne. Upon Ms O’Herne’s departure from the Company on 30 September 2025, 491,667 unvested options will be forfeited.
3 During the year 275,000 options were granted to Mr. Madaffri. Upon Mr Madaffri’s departure from the Company on 25 July 2025, 441,667 unvested options were forfeited.
| Options over ordinary shares Robert Bazzani Eliot Siegel Rebecca Thompson Michael Lampron Dyan O'Herne David Madaffri |
Vested and exercisable 74,999 74,999 75,000 - 366,666 466,666 |
Unvested 25,001 25,001 150,000 1,189,667 558,334 508,334 |
Balance at the end of the year 100,000 100,000 225,000 1,189,667 925,000 975,000 |
|---|---|---|---|
| 1,058,330 | 2,456,337 | 3,514,667 |
Other transactions with key management personnel and their related parties There have been no other transactions with KMPs during the year.
This concludes the remuneration report, which has been audited.
25
Mach7 Technologies Limited Directors' report 30 June 2025
Shares under option
Unissued ordinary shares of Mach7 Technologies Limited under option at the date of this report are as follows:
| Exercise Grant date Expiry date price 1/12/2020 30/11/2025 $1.400 10/09/2021 31/08/2026 $0.980 10/09/2021 19/02/2026 $0.980 10/09/2021 28/02/2026 $0.980 11/11/2021 11/11/2026 $0.910 11/11/2021 31/12/2025 $1.380 20/01/2022 20/01/2027 $0.782 24/02/2022 24/02/2027 $0.731 12/12/2022 12/12/2027 $0.610 1/01/2023 1/01/2028 $0.570 1/05/2023 1/05/2028 $0.636 1/07/2023 1/07/2028 $0.582 14/08/2023 14/08/2028 $0.800 1/09/2023 1/09/2028 $0.760 16/11/2023 16/11/2028 $0.710 1/12/2023 1/12/2028 $0.725 18/12/2023 18/12/2028 $0.730 15/01/2024 15/01/2029 $0.732 1/03/2024 1/03/2029 $0.679 19/08/2024 19/08/2029 $0.591 16/09/2024 16/09/2029 $0.540 18/11/2024 18/11/2029 $0.380 |
Number under option 73,334 2,060,000 40,000 50,000 89,999 150,000 200,000 250,000 50,000 200,000 200,000 333,333 50,000 30,000 225,000 50,000 1,858,333 66,666 200,000 100,000 200,000 2,250,000 |
|---|---|
| 8,726,665 |
No person entitled to exercise the options had or has any right by virtue of the option to participate in any share issue of the company or of any other body corporate.
Shares issued on the exercise of options
There were no ordinary shares of Mach7 Technologies Limited issued on the exercise of options during the year ended 30 June 2025 and up to the date of this report.
Indemnity and insurance of officers
The company has indemnified the directors and executives of the company for costs incurred, in their capacity as a director or executive, for which they may be held personally liable, except where there is a lack of good faith.
During the financial year, the company paid a premium in respect of a contract to insure the directors and executives of the company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.
Proceedings on behalf of the company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the company, or to intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the company for all or part of those proceedings.
26
Mach7 Technologies Limited Directors' report 30 June 2025
This report is made in accordance with a resolution of Directors, pursuant to section 306(3)(a) of the Corporations Act 2001 (Cth).
On behalf of the Directors
==> picture [58 x 41] intentionally omitted <==
_________ Robert Bazzani Chairman
27 August 2025
27
==> picture [117 x 62] intentionally omitted <==
RSM Australia Partners
Level 27, 120 Collins Street Melbourne VIC 3000 PO Box 248 Collins Street West VIC 8007 T +61 (0) 3 9286 8000 F +61 (0) 3 9286 8199
www.rsm.com.au
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the financial report of Mach7 Technologies Limited and its controlled entities for the year ended 30 June 2025, I declare that, to the best of my knowledge and belief, there have been no contraventions of:
-
(i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
-
(ii) any applicable code of professional conduct in relation to the audit.
==> picture [95 x 44] intentionally omitted <==
RSM AUSTRALIA PARTNERS
==> picture [138 x 46] intentionally omitted <==
M PARAMESWARAN
Partner
Dated: 27 August 2025 Melbourne, Victoria
==> picture [35 x 54] intentionally omitted <==
Page | 28
Mach7 Technologies Limited THE POWER OF BEING UNDERSTOOD AUDIT | TAX | CONSULTING
RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction. RSM Australia Partners ABN 36 965 185 036
Liability limited by a scheme approved under Professional Standards Legislation
Mach7 Technologies Limited Statement of profit or loss and other comprehensive income For the year ended 30 June 2025
| Note Revenue from contracts with customers 5 Other income 6 Expenses Cost of sales Employment and related expenses 7 Depreciation and amortisation 7 Professional fees and corporate expenses General administration and office expense Marketing and investor relations expense Travel and related expense Share-based payments expense (non-cash) Right-of-use lease liability interest expense Net foreign exchange losses Other expenses 7 Loss before income tax benefit Income tax benefit 9 Loss after income tax benefit for the year attributable to the owners of Mach7 Technologies Limited Other comprehensive income/(loss) Items that may be reclassified subsequently to profit or loss Foreign currency translation Other comprehensive income/(loss) for the year, net of tax Total comprehensive loss for the year attributable to the owners of Mach7 Technologies Limited Basic and diluted earnings per share 8 |
Consolidated 30 June 2025 30 June 2024 $ $ 33,768,195 29,112,863 871,844 899,547 (1,996,824) (1,443,205) (25,180,114) (23,350,307) (7,243,034) (7,251,053) (2,045,753) (1,479,917) (2,657,729) (2,331,116) (852,684) (818,245) (1,104,425) (1,324,641) (1,109,685) (1,274,433) (117,960) (61,866) (173,723) (112,089) (116,966) (320,498) |
Consolidated 30 June 2025 30 June 2024 $ $ 33,768,195 29,112,863 871,844 899,547 (1,996,824) (1,443,205) (25,180,114) (23,350,307) (7,243,034) (7,251,053) (2,045,753) (1,479,917) (2,657,729) (2,331,116) (852,684) (818,245) (1,104,425) (1,324,641) (1,109,685) (1,274,433) (117,960) (61,866) (173,723) (112,089) (116,966) (320,498) |
|---|---|---|
| (7,958,858) 1,757,454 |
(9,754,960) 1,784,636 |
|
| (6,201,404) 1,059,523 |
(7,970,324) (1,118,380) |
|
| 1,059,523 | (1,118,380) | |
| (5,141,881) | (9,088,704) | |
| Cents (2.6) |
Cents (3.3) |
The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes
29
Mach7 Technologies Limited Statement of financial position As at 30 June 2025
| Note Assets Current assets Cash and cash equivalents 10 Trade and other receivables 11 Customer contract assets 12 Other assets 13 Total current assets Non-current assets Customer contract assets 12 Right-of-use assets 14 Property, plant and equipment 15 Intangibles 16 Deferred tax asset 20 Other assets 13 Total non-current assets Total assets Liabilities Current liabilities Trade and other payables 17 Customer contract liabilities 18 Lease liabilities 19 Total current liabilities Non-current liabilities Lease liabilities 19 Deferred tax liability 20 Total non-current liabilities Total liabilities Net assets Equity Issued capital 21 Reserves 22 Accumulated losses Total equity |
Consolidated 30 June 2025 30 June 2024 $ $ 23,069,049 26,175,405 3,932,508 3,552,783 1,539,499 2,621,409 1,738,693 1,559,318 |
Consolidated 30 June 2025 30 June 2024 $ $ 23,069,049 26,175,405 3,932,508 3,552,783 1,539,499 2,621,409 1,738,693 1,559,318 |
|---|---|---|
| 30,279,749 | 33,908,915 | |
| 4,176,001 985,217 1,152,941 22,616,191 4,195,202 803,838 |
4,549,814 1,204,648 711,630 27,781,577 4,087,764 786,991 |
|
| 33,929,390 | 39,122,424 | |
| 64,209,139 | 73,031,339 | |
| 2,356,789 11,834,231 218,478 |
3,280,712 11,632,669 181,259 |
|
| 14,409,498 | 15,094,640 | |
| 900,342 3,321,816 |
1,087,019 4,992,802 |
|
| 4,222,158 | 6,079,821 | |
| 18,631,656 | 21,174,461 | |
| 45,577,483 | 51,856,878 | |
| 113,997,327 6,594,344 (75,014,188) |
116,244,526 6,617,819 (71,005,467) |
|
| 45,577,483 | 51,856,878 |
The above statement of financial position should be read in conjunction with the accompanying notes
30
Mach7 Technologies Limited Statement of changes in equity For the year ended 30 June 2025
| Consolidated Balance at 1 July 2023 Loss after income tax benefit for the year Other comprehensive loss for the year, net of tax Total comprehensive loss for the year Share-based payments expense (note 35) Issue of shares upon option exercises Transfers upon lapse of options Transfers upon exercise of options/rights Shares issued as remuneration (note 35) Balance at 30 June 2024 Consolidated Balance at 1 July 2024 Loss after income tax benefit for the year Other comprehensive income for the year, net of tax Total comprehensive loss for the year Transactions with owners in their capacity as owners: Share-based payments expense (note 35) Transfers upon lapse of options On-market buyback of shares Transaction cost Balance at 30 June 2025 |
Issued capital $ 115,697,098 - - |
Share based payments reserves $ 3,923,857 - - |
Foreign currency translation reserve $ 3,388,466 - (1,118,380) |
Accumulated losses $ (63,525,755) (7,970,324) - |
Total equity $ 59,483,666 (7,970,324) (1,118,380) |
|---|---|---|---|---|---|
| - - 187,483 - 125,945 234,000 |
- 1,040,433 - (490,612) (125,945) - |
(1,118,380) - - - - - |
(7,970,324) - - 490,612 - - |
(9,088,704) 1,040,433 187,483 - - 234,000 |
|
| 116,244,526 | 4,347,733 | 2,270,086 | (71,005,467) | 51,856,878 | |
| Issued capital $ 116,244,526 - - |
Share based payments reserves $ 4,347,733 - - |
Foreign currency translation reserve $ 2,270,086 - 1,059,523 |
Accumulated losses $ (71,005,467) (6,201,404) - |
Total equity $ 51,856,878 (6,201,404) 1,059,523 |
|
| - - - (2,236,019) (11,180) |
- 1,109,685 (2,192,683) - - |
1,059,523 - - - - |
(6,201,404) - 2,192,683 - - |
(5,141,881) 1,109,685 - (2,236,019) (11,180) |
|
| 113,997,327 | 3,264,735 | 3,329,609 | (75,014,188) | 45,577,483 |
The above statement of changes in equity should be read in conjunction with the accompanying notes
31
Mach7 Technologies Limited Statement of cash flows For the year ended 30 June 2025
| Note Cash flows from operating activities Receipts from customers (including GST) Payments to suppliers and employees (including GST) Interest received Net cash from operating activities 25 Cash flows from investing activities Payments for property, plant and equipment Payments for intangibles 16 Net cash used in investing activities Cash flows from financing activities Proceeds from exercise of share options Payments for share buy-backs Repayment of lease liabilities Net cash used in financing activities Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Effects of exchange rate changes on cash and cash equivalents Cash and cash equivalents at the end of the financial year 10 |
Consolidated 30 June 2025 30 June 2024 $ $ 35,692,612 34,865,625 (35,325,272) (31,893,140) 501,250 477,863 |
Consolidated 30 June 2025 30 June 2024 $ $ 35,692,612 34,865,625 (35,325,272) (31,893,140) 501,250 477,863 |
|---|---|---|
| 868,590 | 3,450,348 | |
| (755,668) (942,554) |
(147,271) (244,041) |
|
| (1,698,222) | (391,312) | |
| - (2,243,939) (186,689) |
187,483 - (219,567) |
|
| (2,430,628) | (32,084) | |
| (3,260,260) 26,175,405 153,904 |
3,026,952 23,394,568 (246,115) |
|
| 23,069,049 | 26,175,405 |
The above statement of cash flows should be read in conjunction with the accompanying notes
32
Mach7 Technologies Limited Notes to the financial statements 30 June 2025
Note 1. Corporate information
The financial statements cover Mach7 Technologies Limited as a consolidated entity consisting of Mach7 Technologies Limited (the “Company” or the “Parent”) and the entities it controlled at the end of, or during, the year.
Mach7 Technologies Limited is a company limited by shares incorporated and domiciled in Australia whose shares are publicly traded on the Australian Securities Exchange (ASX:M7T). Its registered office and principal place of business are:
Registered office
Principal place of business
Suite 2, Level 11, 385 Bourke Street 120 Kimball Avenue, Suite 210 Melbourne VIC 3000 South Burlington, VT 05403, United States
The nature of the operations and principal activities of Mach7 Technologies Limited and its consolidated entities (the “Group” or "Consolidated entity") are described in the Directors’ Report.
The financial report of Mach7 Technologies Limited for the year ended 30 June 2025 was authorised for issue in accordance with a resolution of the Directors on 27 August 2025 .
Note 2. Material accounting policy information
The accounting policies that are material to the consolidated entity are set out below. The accounting policies adopted are consistent with those of the previous financial year, unless otherwise stated.
New or amended Accounting Standards and Interpretations adopted
The Company has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
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 ('AASB') and the Corporations Act 2001, as appropriate for for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board ('IASB').
Historical cost convention
The financial statements have been prepared under the historical cost convention, except for, where applicable, the revaluation of financial assets and liabilities at fair value through profit or loss, financial assets at fair value through other comprehensive income, investment properties, certain classes of property, plant and equipment and derivative financial instruments.
Critical accounting estimates
The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the consolidated entity'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 3.
Parent entity information
In accordance with the Corporations Act 2001, these financial statements present the results of the consolidated entity only. Supplementary information about the parent entity is disclosed in note 30.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Mach7 Technologies Limited ('company' or 'parent entity') as at 30 June 2025 and the results of all subsidiaries for the year then ended. Mach7 Technologies Limited and its subsidiaries together are referred to in these financial statements as the 'consolidated entity'.
33
Mach7 Technologies Limited Notes to the financial statements 30 June 2025
Note 2. Material accounting policy information (continued)
Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity controls an entity when the consolidated entity 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. Subsidiaries are fully consolidated from the date on which control is transferred to the consolidated entity. They are de-consolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated entity are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the consolidated entity.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable to the parent.
Where the consolidated entity loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and noncontrolling interest in the subsidiary together with any cumulative translation differences recognised in equity. The consolidated entity recognises the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in profit or loss.
Operating segments
An operating segment is a component of an entity that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity), whose operating results are regularly reviewed by the entity’s chief operating decision makers to make decisions about resources to be allocated to the segment and assess its performance and for which discrete financial information is available. This includes start-up operations which are yet to earn revenues. Management will also consider other factors in determining operating segments such as the existence of a line manager and the level of segment information presented to the board of directors. Operating segments have been identified based on the information provided to the chief operating decision makers – being the executive management team. The group aggregates two or more operating segments when they have similar economic characteristics, and the segments are similar in each of the following respects:
-
Nature of the products and services;
-
Nature of the production processes;
-
Type or class of customer for the products and services;
-
Methods used to distribute the products or provide the services; and if applicable
-
Nature of the regulatory environment.
Operating segments that meet the quantitative criteria as prescribed by AASB 8 are reported separately. However, an operating segment that does not meet the quantitative criteria is still reported separately where information about the segment would be useful to users of the financial statements. Information about other business activities and operating segments that are below the quantitative criteria are combined and disclosed in a separate category for “all other segments”.
Foreign currency translation
The financial statements are presented in Australian dollars, which is Mach7 Technologies Limited's presentation currency. The Group has multiple functional currencies including Australian dollar, US dollar, Canadian dollar and Singapore dollar.
Foreign currency transactions
Foreign currency transactions are translated into Australian dollars using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at financial year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
Foreign operations
The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates at the reporting date. The revenues and expenses of foreign operations are translated into Australian dollars using the average exchange rates, which approximate the rates at the dates of the transactions, for the period. All resulting foreign exchange differences are recognised in other comprehensive income through the foreign currency translation reserve in equity. The foreign currency translation reserve is recognised in profit or loss when the foreign operation or net investment is disposed of.
34
Mach7 Technologies Limited Notes to the financial statements 30 June 2025
Note 2. Material accounting policy information (continued)
Revenue recognition
The consolidated entity recognises revenue as follows:
Revenue from contracts with customers
Revenue is recognised at an amount that reflects the consideration to which the consolidated entity is expected to be entitled in exchange for transferring goods or services to a customer. For each contract with a customer, the consolidated entity: identifies the contract with a customer; identifies the performance obligations in the contract; determines the transaction price which takes into account estimates of variable consideration and the time value of money; allocates the transaction price to the separate performance obligations on the basis of the relative stand-alone selling price of each distinct good or service to be delivered; and recognises revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services promised.
In determining the transaction price, the Group adjusts the promised amount of consideration for the effects of the time value of money if the timing of payments agreed to by the parties to the contract (either explicitly or implicitly) provides the customer or the Group with a significant benefit of financing the transfer of goods or services to the customer. In those circumstances, the contract contains a significant financing component. A significant financing component may exist regardless of whether the promise of financing is explicitly stated in the contract or implied by the payment terms agreed to by the parties to the contract.
Sale of software
Revenue from the sale of software licences is recognised at the point in time when the customer obtains control of the software, which is generally at the time of delivery. The provision of the software licence is a distinct performance obligation as the customer can derive substantial benefits from the licence on its own when the licence is delivered and installed. Therefore, revenue from the sale of software is recognised when the software is delivered to the customer.
Subscription of software licence
Subscription revenue from software licence subscription is recognised over the annual subscription period as the services are rendered.
Rendering of professional services
Revenue from a contract to provide professional services, such as implementation, training and annual support services, is recognised over time as the services are rendered. This is because the professional services price is based on either a fixed price or an hourly rate.
Interest
Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.
Other revenue
Other revenue is recognised when it is received or when the right to receive payment is established.
Deferred Expenses
Deferred expenses are costs incurred that relate to future periods and are recognised as assets on the balance sheet. These include costs to fulfil a contract and incremental costs of obtaining a contract. Deferred expenses are initially measured at cost and amortized over the period in which the related benefits are received. The carrying value is reviewed periodically for impairment, and any loss in future economic benefit is recognized immediately in the income statement.
Income tax
The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for:
35
Mach7 Technologies Limited Notes to the financial statements 30 June 2025
Note 2. Material accounting policy information (continued)
-
When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or
-
When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.
The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are future taxable profits available to recover the asset.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entities which intend to settle simultaneously.
Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non-current classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the consolidated entity's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current.
A liability is classified as current when: it is either expected to be settled in the consolidated entity's normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current.
Deferred tax assets and liabilities are always classified as non-current.
Financial instruments
Recognition, initial measurement and derecognition
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument and are measured initially at fair value adjusted by transactions costs, except for those carried at fair value through profit or loss, which are measured initially at fair value. Subsequent measurement of financial assets and financial liabilities are described below.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and all substantial risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.
Classification and subsequent measurement of financial assets
Except for those trade receivables that do not contain a significant financing component and are measured at the transaction price in accordance with AASB 15, all financial assets are initially measured at fair value adjusted for transaction costs (where applicable).
For the purpose of subsequent measurement, financial assets other than those designated and effective as hedging instruments are classified into the following categories upon initial recognition:
-
amortised cost
-
fair value through profit or loss
-
equity instruments at fair value through other comprehensive income
-
debt instruments at fair value through other comprehensive income
36
Mach7 Technologies Limited Notes to the financial statements 30 June 2025
Note 2. Material accounting policy information (continued)
All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs, finance income or other financial items, except for impairment of trade receivables which is presented within other expenses. Classifications are determined by both:
-
The entities business model for managing the financial asset
-
The contractual cash flow characteristics of the financial assets
All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs, finance income or other financial items, except for impairment of trade receivables, which is presented within other expenses.
Financial assets at amortised cost
A financial asset is measured at amortised cost only if both of the following conditions are met: (i) it is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and (ii) the contractual terms of the financial asset represent contractual cash flows that are solely payments of principal and interest.
After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Impairment of financial assets
AASB 9’s impairment requirements use more forward-looking information to recognise expected credit losses – the ‘expected credit losses (ECL) model’. Instruments within the scope of the new requirements included loans and other debt-type financial assets measured at amortised cost and FVOCI, trade receivables, contract assets recognised and measured under AASB 15 and loan commitments and some financial guarantee contracts (for the issuer) that are not measured at fair value through profit or loss.
The Group considers a broader range of information when assessing credit risk and measuring expected credit losses, including past events, current conditions, reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.
In applying this forward-looking approach, a distinction is made between:
-
financial instruments that have not deteriorated significantly in credit quality since initial recognition of that have low credit risk ('Stage 1') and
-
financial instruments that have deteriorated significantly in credit quality since initial recognition and whose credit risk is not low ('Stage 2').
Stage 3’ would cover financial assets that have objective evidence of impairment at the reporting date. ‘12-month expected credit losses’ are recognised for the first category while ‘lifetime expected credit losses’ are recognised for the second category.
Measurement of the expected credit losses is determined by a probability-weighted estimate of credit losses over the expected life of the financial instrument.
Cash and cash equivalents
Cash and cash equivalents includes cash on hand, deposits held on call with financial institutions, 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.
Trade and other receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any allowance for expected credit losses. Trade receivables are generally due for settlement within 3045 days.
The consolidated entity has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue.
37
Mach7 Technologies Limited Notes to the financial statements 30 June 2025
Note 2. Material accounting policy information (continued)
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
Contract assets
Contract assets are recognised when the consolidated entity has transferred goods or services to the customer but where the consolidated entity is yet to establish an unconditional right to consideration. Contract assets are treated as financial assets for impairment purposes.
Property, plant and equipment
Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items.
Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment (excluding land) over their expected useful lives as follows:
Computer hardware and software 2 - 5 years Furniture, fixtures & office equipment 5 - 7 years
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.
Leasehold improvements are depreciated over the unexpired period of the lease or the estimated useful life of the assets, whichever is shorter.
An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the consolidated entity. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss.
Right-of-use assets
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in the cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and restoring the site or asset.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of the asset, whichever is the shorter. Where the consolidated entity expects to obtain ownership of the leased asset at the end of the lease term, the depreciation is over its estimated useful life. Right-of use assets are subject to impairment or adjusted for any remeasurement of lease liabilities.
The consolidated entity has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss as incurred.
Intangible assets
Intangible assets acquired separately are initially measured at cost. Intangible asset acquired in a business combination are initially measured at their fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses.
The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets with finite lives are amortised over their useful life and tested for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life is reviewed at least at each financial year end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for prospectively by changing the amortisation period or method, as appropriate, which is a change in accounting estimate. The amortisation expense on intangible assets with finite lives is recognised in profit or loss in the expense category consistent with the function of the intangible asset.
The useful life of an intangible asset with an indefinite life is reviewed each reporting period to determine whether indefinite life assessment continues to be supportable. If not, the change in the useful life assessment from indefinite to finite is accounted for as a change in an accounting estimate and is thus accounted for on a prospective basis.
38
Mach7 Technologies Limited Notes to the financial statements 30 June 2025
Note 2. Material accounting policy information (continued)
Software development costs
Software development costs are expensed as incurred. An intangible asset arising from development expenditure on an internal project is recognised only when the group can demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale, its intention to complete and its ability to use or sell the asset, how the asset will generate future economic benefits, the availability of resources to complete the development and the ability to measure reliably the expenditure attributable to the intangible asset during its development. Following the initial recognition of the development expenditure, the cost model is applied requiring the asset to be carried at cost less any accumulated amortisation and accumulated impairment losses. Any expenditure so capitalised is amortised over the period of expected benefits from the related projects.
Goodwill
Goodwill arises on the acquisition of a business. Goodwill is not amortised. Instead, goodwill is tested annually for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses. Impairment losses on goodwill are taken to profit or loss and are not subsequently reversed.
Impairment of non-financial assets
Goodwill and other intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other nonfinancial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount.
Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit.
Trade and other payables
These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of the financial year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition.
Contract liabilities
Contract liabilities represent the consolidated entity's obligation to transfer goods or services to a customer and are recognised when a customer pays consideration, or when the consolidated entity recognises a receivable to reflect its unconditional right to consideration (whichever is earlier) before the consolidated entity has transferred the goods or services to the customer.
Lease liabilities
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the consolidated entity's incremental borrowing rate. Lease payments comprise of fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend on an index or a rate are expensed in the period in which they are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured if there is a change in the following: future lease payments arising from a change in an index or a rate used; residual guarantee; lease term; certainty of a purchase option and termination penalties. When a lease liability is remeasured, an adjustment is made to the corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use asset is fully written down.
Employee benefits
Employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave are measured as short-term employee benefits when expected to be settled wholly within 12 months of the reporting date or as long-term benefits when not expected to be settled within 12 months of the reporting date.
39
Mach7 Technologies Limited Notes to the financial statements 30 June 2025
Note 2. Material accounting policy information (continued)
Termination benefits
Termination benefits are recognised when a detailed plan of termination has been communicated to affected employees. They are measured as short-term employee benefits when expected to be settled wholly within 12 months of the reporting date or as long-term benefits when not expected to be settled within 12 months of the reporting date.
Defined contribution superannuation expense
Contributions to defined contribution superannuation plans are expensed in the period in which they are incurred.
Share-based payments
Equity-settled and cash-settled share-based compensation benefits are provided to employees.
Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of services. Cash-settled transactions are awards of cash for the exchange of services, where the amount of cash is determined by reference to the share price.
The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using either the Binomial or 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, together with non-vesting conditions that do not determine whether the consolidated entity receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions.
The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.
The cost of cash-settled transactions is initially, and at each reporting date until vested, determined by applying either the Binomial or Black-Scholes option pricing model, taking into consideration the terms and conditions on which the award was granted. The cumulative charge to profit or loss until settlement of the liability is calculated as follows:
-
during the vesting period, the liability at each reporting date is the fair value of the award at that date multiplied by the expired portion of the vesting period.
-
from the end of the vesting period until settlement of the award, the liability is the full fair value of the liability at the reporting date.
All changes in the liability are recognised in profit or loss. The ultimate cost of cash-settled transactions is the cash paid to settle the liability.
Market conditions are taken into consideration in determining fair value. Therefore any awards subject to market conditions are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are satisfied.
If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification.
If the non-vesting condition is within the control of the consolidated entity or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the consolidated entity or employee and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited.
If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as if they were a modification.
40
Mach7 Technologies Limited Notes to the financial statements 30 June 2025
Note 2. Material accounting policy information (continued)
Fair value measurement
When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market.
Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
Issued capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the owners of Mach7 Technologies Limited, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.
Goods and Services Tax ('GST') and other similar taxes
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.
41
Mach7 Technologies Limited Notes to the financial statements 30 June 2025
Note 3. Critical accounting judgements, estimates and assumptions
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below.
Share-based payment transactions
The consolidated entity 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 by using either the Binomial or BlackScholes model taking into account the terms and conditions upon which the instruments were granted. 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 profit or loss and equity.
Revenue from contracts with customers involving sale of goods
When recognising revenue in relation to the sale of goods to customers, the key performance obligation of the consolidated entity is considered to be the point of delivery of the goods to the customer, as this is deemed to be the time that the customer obtains control of the promised goods and therefore the benefits of unimpeded access.
Estimation of useful lives of assets
The consolidated entity determines the estimated useful lives and related depreciation and amortisation charges for its property, plant and equipment and finite life intangible assets. The useful lives could change significantly as a result of technical innovations or some other event. The depreciation and amortisation charge will increase where the useful lives are less than previously estimated lives, or technically obsolete or non-strategic assets that have been abandoned or sold will be written off or written down.
Goodwill and other indefinite life intangible assets
The consolidated entity tests annually, or more frequently if events or changes in circumstances indicate impairment, whether goodwill and other indefinite life intangible assets have suffered any impairment, in accordance with the accounting policy stated in note 2. The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations require the use of assumptions, including estimated discount rates based on the current cost of capital and growth rates of the estimated future cash flows.
Impairment of non-financial assets other than goodwill and other indefinite life intangible assets
The consolidated entity assesses impairment of non-financial assets other than goodwill and other indefinite life intangible assets at each reporting date by evaluating conditions specific to the consolidated entity and to the particular asset that may lead to impairment. If an impairment trigger exists, the recoverable amount of the asset is determined. This involves fair value less costs of disposal or value-in-use calculations, which incorporate a number of key estimates and assumptions.
Income tax
The consolidated entity is subject to income taxes in the jurisdictions in which it operates. Significant judgement is required in determining the provision for income tax. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The consolidated entity recognises liabilities for anticipated tax audit issues based on the consolidated entity's current understanding of the tax law. Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made.
Recovery of deferred tax assets
Deferred tax assets are recognised for deductible temporary differences only if the consolidated entity considers it is probable that future taxable amounts will be available to utilise those temporary differences and losses.
42
Mach7 Technologies Limited Notes to the financial statements 30 June 2025
Note 3. Critical accounting judgements, estimates and assumptions (continued)
Lease term
The lease term is a significant component in the measurement of both the right-of-use asset and lease liability. Judgement is exercised in determining whether there is reasonable certainty that an option to extend the lease or purchase the underlying asset will be exercised, or an option to terminate the lease will not be exercised, when ascertaining the periods to be included in the lease term. In determining the lease term, all facts and circumstances that create an economical incentive to exercise an extension option, or not to exercise a termination option, are considered at the lease commencement date. Factors considered may include the importance of the asset to the consolidated entity's operations; comparison of terms and conditions to prevailing market rates; incurrence of significant penalties; existence of significant leasehold improvements; and the costs and disruption to replace the asset. The consolidated entity reassesses whether it is reasonably certain to exercise an extension option, or not exercise a termination option, if there is a significant event or significant change in circumstances.
Incremental borrowing rate
Where the interest rate implicit in a lease cannot be readily determined, an incremental borrowing rate is estimated to discount future lease payments to measure the present value of the lease liability at the lease commencement date. Such a rate is based on what the consolidated entity estimates it would have to pay a third party to borrow the funds necessary to obtain an asset of a similar value to the right-of-use asset, with similar terms, security and economic environment.
Note 4. Operating segments
Description of segments and principal activities
Mach7 Technologies is a global provider of enterprise imaging solutions for healthcare institutions, predominantly throughout the North America, Asia Pacific and the Middle East region. The Group’s performance is monitored and reported for one main segment, which is enterprise imaging. In addition, revenue is monitored at a regional and product/services level. This information is presented in Note 5.
Profit or Loss
The Group’s profit and loss is managed as a whole and is the same as what is presented in the statement of financial performance and other comprehensive income. In addition, management and the directors monitor Gross Margins, Earnings Before Interest, Tax and Depreciation (EBITDA), and EBITDA adjusted for non-cash items. This is presented below:
| Revenue from contracts with customers Cost of sales Operating expenditure Net foreign exchange loss (realised) Other income/(expenses) (net) EBITDA – before the following items Share-based payments expense (non-cash) Net foreign exchange loss (unrealised) EBITDA Depreciation and amortisation expense Right-of-use lease liability interest expense Interest income Income tax benefit Net loss after tax |
Consolidated 30 June 2025 30 June 2024 $ $ 33,768,195 29,112,863 (1,996,824) (1,443,205) (31,840,705) (29,304,226) (107,168) (21,518) (98,863) (307,315) |
Consolidated 30 June 2025 30 June 2024 $ $ 33,768,195 29,112,863 (1,996,824) (1,443,205) (31,840,705) (29,304,226) (107,168) (21,518) (98,863) (307,315) |
|---|---|---|
| (275,365) | (1,963,401) | |
| (1,109,685) (66,555) |
(1,274,433) (90,571) |
|
| (1,451,605) | (3,328,405) | |
| (7,243,034) (117,960) 853,741 1,757,454 |
(7,251,053) (61,866) 886,364 1,784,636 |
|
| (6,201,404) | (7,970,324) |
Segment assets and liabilities
The Group’s chief decision makers review and monitor assets and liabilities as a whole.
43
Mach7 Technologies Limited Notes to the financial statements 30 June 2025
Note 4. Operating segments (continued)
Geographical non-current assets
The total of non-current assets, other than intangible assets, broken down by location of the assets, is shown in the table below:
| North America Asia |
Consolidated 30 June 2025 30 June 2024 $ $ 10,919,057 10,947,241 447,600 440,100 |
Consolidated 30 June 2025 30 June 2024 $ $ 10,919,057 10,947,241 447,600 440,100 |
|---|---|---|
| 11,366,657 | 11,387,341 |
Note 5. Revenue from contracts with customers
Disaggregation of revenue from contracts with customers
Mach7 is a global provider of medical imaging software solutions. Every software sale, or provision of services, is subject to a software licence agreement, statement of work and/or an order form. The Group derives revenue from the transfer of goods and services over time and at a point in time in the following major product lines and geographical regions:
| Software Licence Revenue (major segment) Professional Services Revenue - implementation and training services - migration services Maintenance and Support (recurring revenue) Total segment Revenue Geographical segment revenues North America Asia Pacific Middle East Europe and other regions Timing of revenue recognition* Revenue recognised at a point in time Revenue recognised over time |
Consolidated 30 June 2025 30 June 2024 $ $ 17,108,124 13,170,550 2,874,131 3,734,024 777,597 339,928 13,008,343 11,868,361 |
Consolidated 30 June 2025 30 June 2024 $ $ 17,108,124 13,170,550 2,874,131 3,734,024 777,597 339,928 13,008,343 11,868,361 |
|---|---|---|
| 33,768,195 | 29,112,863 | |
| 29,443,189 3,153,224 854,695 317,087 |
24,249,369 3,320,017 857,017 686,460 |
|
| 33,768,195 | 29,112,863 | |
| 4,781,133 28,987,062 |
3,966,869 25,145,994 |
|
| 33,768,195 | 29,112,863 |
- Software Licence Revenue is comprised of Subscription Revenue (annual recurring revenue) and Capital Software Licence Revenue (recognised upfront upon delivery of software and is recurring at the end of each term, which is normally 5 years)
Revenues of approximately $3.6 million, 10.6% (FY24: $2.8m, 9.8%) are derived from a single external customer.
Assets and liabilities related to contracts with customers
Refer to note 12 and note 18 for current assets and current liabilities (respectively) related to contracts with customers.
44
Mach7 Technologies Limited Notes to the financial statements 30 June 2025
Note 5. Revenue from contracts with customers (continued)
Revenue recognised in relation to prior year contract liabilities
The following table shows revenue recognised in the current reporting period that relates to carried-forward contract liabilities:
| Revenue recognised that was included in the contract liability balance at the beginning of the period Maintenance and Support and Subscription Revenue Professional Services Revenue Software Licence Revenue |
Consolidated 30 June 2025 30 June 2024 $ $ 9,303,544 7,984,079 1,560,403 1,110,364 97,144 37,780 |
Consolidated 30 June 2025 30 June 2024 $ $ 9,303,544 7,984,079 1,560,403 1,110,364 97,144 37,780 |
|---|---|---|
| 10,961,091 | 9,132,223 |
Unsatisfied performance obligations
The following table shows unsatisfied performance obligations resulting from fixed-price professional services and annual maintenance and support and subscription contracts.
| Contracted Maintenance and Support and Subscription Revenue: (recurring) Contracted Professional Services Revenue: (non-recurring) Contracted Capital Software Licence Revenue: (non-recurring) Amounts expected to be recognised as revenues: Contracted Maintenance and Support and Subscription Revenue within one year Contracted Maintenance and Support and Subscription Revenue within two years Contracted Maintenance and Support and Subscription Revenue beyond two years Contracted Professional Services and Capital Software Licence Revenue within one year Contracted Professional Services and Capital Software Licence Revenue within two years |
Consolidated 30 June 2025 $ 30,231,370 3,429,021 52,840 |
Consolidated 30 June 2024 $ 27,937,856 3,043,876 183,471 |
|---|---|---|
| 33,713,231 | 31,165,203 | |
| 24,690,246 4,632,776 908,348 |
24,390,537 2,629,117 918,202 |
|
| 30,231,370 | 27,937,856 | |
| 3,034,253 447,608 |
3,045,458 181,889 |
|
| 3,481,861 | 3,227,347 |
Note 6. Other income
| Interest Income Other revenues Other income |
Consolidated 30 June 2025 30 June 2024 $ $ 853,741 886,364 18,103 13,183 |
Consolidated 30 June 2025 30 June 2024 $ $ 853,741 886,364 18,103 13,183 |
|---|---|---|
| 871,844 | 899,547 |
Interest income of $853,741 includes interest of approximately $0.6 million (FY24: $0.6 million) from term deposits and cash at banks and interest of approximately $0.3 million (FY24: $0.3 million) from customers.
45
Mach7 Technologies Limited Notes to the financial statements 30 June 2025
Note 7. Expenses
| Loss before income tax includes the following specific expenses: Depreciation and amortisation Amortisation of intangible asset Depreciation of right-to-use assets Depreciation of property, plant and equipment Employment and related expenses Salaries and wages Employee benefits Employer tax Contractors Other employment related expenses Bonuses Severance Defined contribution plan expense (superannuation) Annual leave provision movement Other expenses Losses (net of any gains during the year) on fixed asset disposals Other tax Doubtful debt (recovery)/expense Other miscellaneous |
Consolidated 30 June 2025 30 June 2024 $ $ 6,637,485 6,739,988 248,516 244,592 357,033 266,473 |
Consolidated 30 June 2025 30 June 2024 $ $ 6,637,485 6,739,988 248,516 244,592 357,033 266,473 |
|---|---|---|
| 7,243,034 | 7,251,053 | |
| 19,449,812 2,140,263 1,238,945 1,000,740 357,381 (28,579) 534,761 481,944 4,847 |
17,439,723 1,783,762 1,069,820 1,041,352 266,585 1,272,227 58,977 430,801 (12,940) |
|
| 25,180,114 | 23,350,307 | |
| 9,488 106,683 - 795 |
10,341 369,932 (71,847) 12,072 |
|
| 116,966 | 320,498 |
Note 8. Earnings per share
Basic earnings per share (“EPS”) is calculated by dividing the net loss for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year. The income and share data used in the calculations of basic and diluted EPS is as follows:
| Earnings per share for loss from continuing operations Loss after income tax attributable to the owners of Mach7 Technologies Limited Weighted average number of ordinary shares used in calculating basic and diluted earnings per share Basic and diluted earnings per share |
Consolidated 30 June 2025 30 June 2024 $ $ (6,201,404) (7,970,324) |
Consolidated 30 June 2025 30 June 2024 $ $ (6,201,404) (7,970,324) |
|---|---|---|
| Number 240,123,376 Cents (2.6) |
Number 240,894,930 Cents (3.3) |
Number of share options and performance rights not included in the diluted earnings per share calculation as they are antidilutive: 10,858,000 (FY24: 12,151,850)
46
Mach7 Technologies Limited Notes to the financial statements 30 June 2025
Note 9. Income tax benefit
(a) Unused tax losses
At 30 June 2025, the Group has gross tax losses of $48.8 million (FY24: $53.2 million) arising in Australia ($25.1 million), US ($12.4 million), Singapore ($1.5 million) and Canada ($9.8 million) that are likely to be available indefinitely for offset against future taxable profits of the companies in which the losses arose, subject to satisfying the relevant income tax loss carry forward rules. Refer to note 20.
(b) Deferred tax liabilities
The Group has recognised a deferred tax liability as a result of the acquisition of Mach7 Technologies Canada Inc. in accordance with AASB112 Income Taxes. Refer to note 20.
| (c) Income tax expense/(benefit) The major components of income tax expense are: Decrease in deferred tax liabilities Numerical reconciliation of income tax benefit and tax at the statutory rate Loss before income tax benefit Tax at the statutory tax rate of 25% Tax effect amounts which are not deductible/(taxable) in calculating taxable income: Share-based payments Unrealised foreign exchange (gains)/losses Other non-deductible expenses/non-assessable income Deferred tax liability not recognised for temporary differences Option exercises deductible for tax Tax losses not recognised Tax losses utilised Differences in local tax rates Income tax benefit |
Consolidated 30 June 2025 30 June 2024 $ $ (1,757,454) (1,784,636) |
Consolidated 30 June 2025 30 June 2024 $ $ (1,757,454) (1,784,636) |
|---|---|---|
| Consolidated 30 June 2025 30 June 2024 $ $ (7,958,858) (9,754,960) |
||
| (1,989,715) 67,610 63,979 587,002 |
(2,438,740) 31,120 84,713 149,260 |
|
| (1,271,124) (181,869) 207,324 378,905 (741,049) (149,641) |
(2,173,647) (261,417) 100,969 764,029 (149,833) (64,737) |
|
| (1,757,454) | (1,784,636) |
Note 10. Cash and cash equivalents
| Current assets Cash at bank Cash on deposit |
Consolidated 30 June 2025 30 June 2024 $ $ 17,254,828 18,863,998 5,814,221 7,311,407 |
Consolidated 30 June 2025 30 June 2024 $ $ 17,254,828 18,863,998 5,814,221 7,311,407 |
|---|---|---|
| 23,069,049 | 26,175,405 |
Cash and cash equivalents include cash on hand, deposits held on call with financial institutions, 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.
47
Mach7 Technologies Limited Notes to the financial statements 30 June 2025
Note 11. Trade and other receivables
| Current assets Trade receivables Interest receivable GST receivable Other receivables |
Consolidated 30 June 2025 30 June 2024 $ $ 3,836,871 3,410,057 |
Consolidated 30 June 2025 30 June 2024 $ $ 3,836,871 3,410,057 |
|---|---|---|
| 66,775 24,498 |
102,152 36,896 |
|
| 91,273 | 139,048 | |
| 4,364 | 3,678 | |
| 3,932,508 | 3,552,783 |
Trade receivables typically have 30-45 day payment terms.
The carrying amounts of trade and other receivables are assumed to approximate their fair values due to their short-term nature.
Allowance for expected credit losses
The consolidated entity has recognised no allowance (FY24: nil) in profit or loss in respect of expected credit losses net of recoveries for the year ended 30 June 2025.
The aging of the trade receivables and allowance for expected credit losses provided for above are as follows:
| Expected credit loss rate 30 June 2025 30 June 2024 Consolidated % % Not overdue - - 0 to 3 months overdue - - 3 to 6 months overdue - - Over 6 months overdue - - |
Carrying amount 30 June 2025 30 June 2024 $ $ 557,372 1,376,923 2,269,720 834,786 839,261 265,968 170,518 932,380 |
Carrying amount 30 June 2025 30 June 2024 $ $ 557,372 1,376,923 2,269,720 834,786 839,261 265,968 170,518 932,380 |
Allowance for expected credit losses 30 June 2025 30 June 2024 $ $ - - - - - - - - - - |
Allowance for expected credit losses 30 June 2025 30 June 2024 $ $ - - - - - - - - - - |
|---|---|---|---|---|
| 3,836,871 | 3,410,057 | - | - |
Movements in the allowance for expected credit losses are as follows:
| Opening balance Amounts recovered Closing balance |
Consolidated 30 June 2025 30 June 2024 $ $ - 74,366 - (74,366) |
Consolidated 30 June 2025 30 June 2024 $ $ - 74,366 - (74,366) |
|---|---|---|
| - | - |
48
Mach7 Technologies Limited Notes to the financial statements 30 June 2025
Note 12. Customer contract assets
| Current assets Contract assets Non-current assets Contract assets |
Consolidated 30 June 2025 30 June 2024 $ $ 1,539,499 2,621,409 |
Consolidated 30 June 2025 30 June 2024 $ $ 1,539,499 2,621,409 |
|---|---|---|
| 4,176,001 | 4,549,814 | |
| 5,715,500 | 7,171,223 |
Customer contract assets (or accrued revenue) represents fees which have been recognised as revenue which are yet to be invoiced to the customer. The customer is invoiced when certain contract milestones have been met. This can fluctuate from period to period, as these balances are impacted by the timing of when contracted sales occur, performance obligations are met and the payment milestones specified within each contract. The carrying values are assumed to approximate the fair values for these balances.
Under the accounting standards, contracts in which payment by the customer and performance by the Group occur at significantly different times will need to be assessed to determine whether the contract contains a significant financing component. In the FY23 reporting period, the Group identified that its customer contract with Akumin contains a significant financing component due to the performance obligation in relation to the delivery of the capital licence being completed in December 2022 but payment for the capital software licence occurring over a 10-year period. In determining the promised amount of consideration adjusted for the significant financing component, the Group used a discount rate that would be reflected in a separate financing transaction between the Group and Akumin at contract inception which takes into account the credit characteristics of Akumin. The difference between the contract value and the capital software licence revenue recognised at contract inception will unwind over the 10-year contract term as interest income in the statement of profit or loss and other comprehensive income. The contract asset recognised in relation to the Akumin contract is split between current and non-current based on the invoicing schedule in the contract.
Note 13. Other assets
| Current assets Prepayments Deferred expenses Security deposits Non-current assets Contract deposits |
Consolidated 30 June 2025 30 June 2024 $ $ 466,709 876,335 1,218,526 636,489 53,458 46,494 |
Consolidated 30 June 2025 30 June 2024 $ $ 466,709 876,335 1,218,526 636,489 53,458 46,494 |
|---|---|---|
| 1,738,693 | 1,559,318 | |
| 803,838 | 786,991 | |
| 2,542,531 | 2,346,309 |
Contract deposit relates to a 5% contract deposit in cash to a customer, Hospital Authority of Hong Kong, as security for the due and faithful performance of Mach7’s services under the current and future contracts.
49
Mach7 Technologies Limited Notes to the financial statements 30 June 2025
Note 14. Right-of-use assets
| Non-current assets Land and buildings - right-of-use Less: Accumulated depreciation Net book value - opening balance Additions Depreciation Foreign exchange movements |
Consolidated 30 June 2025 30 June 2024 $ $ 1,490,955 1,455,978 (505,738) (251,330) |
Consolidated 30 June 2025 30 June 2024 $ $ 1,490,955 1,455,978 (505,738) (251,330) |
|---|---|---|
| 985,217 | 1,204,648 | |
| Consolidated 30 June 2025 $ 1,204,648 - (248,516) 29,085 |
Consolidated 30 June 2024 $ 1,181,128 283,234 (244,592) (15,122) |
|
| 985,217 | 1,204,648 |
The consolidated entity leases land and buildings for its offices in Vermont (USA), Waterloo (Canada) and Johor (Malaysia). The Vermont lease originally commenced 1 August 2014. It was renegotiated in May 2024 to rent additional office space. The seven-year lease term ends 31 July 2031. The Waterloo lease commenced 1 November 2019, for a term of 6 years ending 31 December 2026. This lease was renegotiated in April 2022 to reduce the size of the rented premises by approximately half. This lease has the option to renew for a further two additional periods of five years each. The Johor lease originally commenced 1 June 2019. It was renewed on 1 June 2024 for a term of two years through 31 May 2026, with an option to renew for a further two years.
Note 15. Property, plant and equipment
| Non-current assets Leasehold improvements - at cost Less: Accumulated depreciation Computer hardware & software - at cost Less: Accumulated depreciation Office equipment - at cost Less: Accumulated depreciation |
Consolidated 30 June 2025 30 June 2024 $ $ 559,641 355,202 (293,500) (226,469) |
Consolidated 30 June 2025 30 June 2024 $ $ 559,641 355,202 (293,500) (226,469) |
|---|---|---|
| 266,141 | 128,733 | |
| 1,399,957 (816,334) |
1,073,234 (685,535) |
|
| 583,623 | 387,699 | |
| 670,732 (367,555) |
484,923 (289,725) |
|
| 303,177 | 195,198 | |
| 1,152,941 | 711,630 |
50
Mach7 Technologies Limited Notes to the financial statements 30 June 2025
Note 15. Property, plant and equipment (continued)
Reconciliations
Reconciliations of the written down values at the beginning and end of the current financial year are set out below:
| Consolidated Balance at 1 July 2024 Additions Disposals Depreciation expense Foreign exchange revaluations Balance at 30 June 2025 |
Office Equipment $ 195,198 172,182 - (69,096) 4,893 |
Computer Hardware & Software $ 387,699 419,282 (9,452) (224,627) 10,721 |
Leasehold Improvements $ 128,733 197,713 - (63,310) 3,005 |
Total $ 711,630 789,177 (9,452) (357,033) 18,619 |
|---|---|---|---|---|
| 303,177 | 583,623 | 266,141 | 1,152,941 |
Note 16. Intangibles
| Non-current assets Goodwill - at cost Patents and trademarks - at cost Less: Accumulated amortisation Customer contracts - at cost Less: Accumulated amortisation Software - at cost Less: Accumulated amortisation Brand - at cost Less: Accumulated amortisation |
Consolidated 30 June 2025 30 June 2024 $ $ 4,277,146 4,187,982 |
Consolidated 30 June 2025 30 June 2024 $ $ 4,277,146 4,187,982 |
|---|---|---|
| 184,872 (114,495) |
399,322 (325,002) |
|
| 70,377 | 74,320 | |
| 11,606,512 (11,587,069) |
11,548,522 (10,984,733) |
|
| 19,443 | 563,789 | |
| 59,591,489 (45,875,104) |
57,496,457 (38,979,316) |
|
| 13,716,385 | 18,517,141 | |
| 6,090,814 (1,557,974) |
5,996,319 (1,557,974) |
|
| 4,532,840 | 4,438,345 | |
| 22,616,191 | 27,781,577 |
Reconciliations
Reconciliations of the written down values at the beginning and end of the current financial year are set out below:
| Consolidated Balance at 1 July 2024 Additions Amortisation expense Exchange differences Balance at 30 June 2025 |
Patents $ 74,320 - (5,581) 1,638 |
Customer contracts $ 563,789 - (550,143) 5,797 |
Brand Names $ 4,438,345 - - 94,495 |
Software $ 18,517,141 955,392 (6,081,761) 325,613 |
Goodwill $ 4,187,982 - - 89,164 |
Total $ 27,781,577 955,392 (6,637,485) 516,707 |
|---|---|---|---|---|---|---|
| 70,377 | 19,443 | 4,532,840 | 13,716,385 | 4,277,146 | 22,616,191 |
51
Mach7 Technologies Limited Notes to the financial statements 30 June 2025
Note 16. Intangibles (continued)
Amortisation methods and useful lives
The Group amortises intangible assets with a limited useful life using the straight-line method over the following periods:
-
Patents and software acquired – 7 years
-
Customer contracts – 5 years
-
Brand names – 7 years and indefinite
Customer contracts, software, brand names and patents
In FY25, the Group capitalised approximately $0.9 million (FY24: $0.2 million) development costs related to various Research & Development projects. The remaining software, customer contracts, brand names and patents were acquired as part of two business combinations. They are recognised at their fair value at the date of acquisition and are subsequently amortised on a straight-line based on the timing of projected cash flows of the contracts over their estimated useful lives.
Impairment tests for goodwill and indefinite useful life brand names
For impairment testing, the Group views that its past business combination giving rise to goodwill on acquisition relate to synergistic opportunities for its Enterprise Imaging Segment. Therefore, goodwill is allocated to the Group’s Enterprise Imaging Segment, being the only operating and reportable segment of the business. The recoverable amount of that segment (cash generating unit) was determined based on a value-in-use calculation using a discounted cash flow valuation which requires the use of assumptions. The valuation estimates future cash flows over a five-year period. Cash flows beyond the five-year forecast period are extrapolated using the estimated terminal growth rates.
Key assumptions are those to which the recoverable amount of an asset or cash-generating units is most sensitive. The following table sets out the key assumptions for the Enterprise Imaging cash-generating unit to which goodwill and indefinite life intangible have been allocated:
| Item | Key Assumption | Rationale |
|---|---|---|
| Revenue growth rates | First year = Budget | Year 2 to 5 growth rate is based on Group |
| Year 2 to 5 = 15% | results achieved and expected over the | |
| preceding 5 years. | ||
| Expenditure growth | First year = Budget | Year 2 to 5 growth rate is based on targeted |
| rates | Year 2 to 5 = Average 6% growth rate across all | expenditure growth. Management is focused on |
| expenditure | controlling expenses and increasing the EBITDA | |
| margins each year. | ||
| Discount Rate | 14.0% post-tax; 17.8% pre-tax | As per management’s estimate of the Group’s |
| weighted average cost of capital. | ||
| Terminal growth rate | 2.5% | Growth rate reverts back to long-term inflation |
| targets at Year 5. |
Results of impairment testing and sensitivity to changes in assumptions
Based on the discounted cash flow valuation using the assumptions above, the recoverable amount of goodwill and other intangible assets exceeded the carrying amount at 30 June 2025 and no impairment charge was recognised.
Sensitivity
Revenue growth rate for years 2 to 5 will need to decrease to 6.3% per annum for there to be no headroom available when comparing the calculation of the estimated recoverable amount of the cash-generating unit against its carrying value at 30 June 2025. Management believes that other reasonable changes in the key assumption on which the recoverable amount of the cash-generating unit is based would not cause its carrying amount to exceed its recoverable amount.
52
Mach7 Technologies Limited Notes to the financial statements 30 June 2025
Note 17. Trade and other payables
| Current liabilities Trade creditors Accrued expenses Employee entitlements and related costs Distributor/reseller fees payable |
Consolidated 30 June 2025 30 June 2024 $ $ 1,086,461 823,687 334,727 437,089 450,834 1,482,352 484,767 537,584 |
Consolidated 30 June 2025 30 June 2024 $ $ 1,086,461 823,687 334,727 437,089 450,834 1,482,352 484,767 537,584 |
|---|---|---|
| 2,356,789 | 3,280,712 |
Refer to note 24 for further information on financial instruments.
Trade creditors are non-interest bearing and are normally settled on 30-day terms. Accrued expenses comprise general operating expenses where costs are incurred but have not yet been invoiced. Employee entitlements includes sales commissions, redundancy provisions, withholding taxes, superannuation etc. Distributor/reseller fees will become payable at the time the customer pays their invoice, usually within 30-45 days.
Due to the short-term nature of trade and other payables, their carrying value is assumed to approximate their fair value.
Note 18. Customer contract liabilities
| Current liabilities Maintenance and Support Revenue received in advance Professional Services Revenue received in advance Subscription Revenue received in advance Capital Software Licence Revenue received in advance |
Consolidated 30 June 2025 30 June 2024 $ $ 6,484,847 6,499,073 1,825,857 2,018,610 3,424,739 3,017,842 98,788 97,144 |
Consolidated 30 June 2025 30 June 2024 $ $ 6,484,847 6,499,073 1,825,857 2,018,610 3,424,739 3,017,842 98,788 97,144 |
|---|---|---|
| 11,834,231 | 11,632,669 |
Customer contract liabilities (or deferred revenue) represents cash amounts that have been collected from customers that will be recognised as revenue in a future period. Revenue is recognised:
-
at a point in time when Capital Software Licences are delivered.
-
over a period of time when Professional Services are performed.
-
over a period of time when Maintenance and Support services are performed.
-
for Subscription over the subscription period upon the customer achieving First Productive Use.
The carrying values are assumed to approximate the fair values for these balances. Maintenance and Support revenue and Subscription revenue received in advance are expected to grow year on year as the Group signs new customer contracts, i.e. every new Maintenance and Support contract and Subscription contract signed going forward will add to this balance. Professional Services revenue received in advance is expected to fluctuate from year to year, as timing of sales orders, cash payment milestones and Professional Services performed will impact this balance.
53
Mach7 Technologies Limited Notes to the financial statements 30 June 2025
Note 19. Lease liabilities
| Current liabilities Lease liability Non-current liabilities Lease liability |
Consolidated 30 June 2025 30 June 2024 $ $ 218,478 181,259 |
Consolidated 30 June 2025 30 June 2024 $ $ 218,478 181,259 |
|---|---|---|
| 900,342 | 1,087,019 | |
| 1,118,820 | 1,268,278 |
Refer to note 24 for further information on financial instruments.
Note 20. Deferred tax asset and liability
| a) Deferred tax liability Non-current liabilities Deferred tax liability Initial recognition value Accumulated amortisation Movements: Opening balance Amortisation credit for the period Foreign exchange differences Closing balance |
Consolidated 30 June 2025 30 June 2024 $ $ 3,321,816 4,992,802 |
Consolidated 30 June 2025 30 June 2024 $ $ 3,321,816 4,992,802 |
|---|---|---|
| 12,146,136 (8,824,320) |
11,892,928 (6,900,126) |
|
| 3,321,816 | 4,992,802 | |
| 4,992,802 (1,757,454) 86,468 |
7,000,453 (1,784,636) (223,015) |
|
| 3,321,816 | 4,992,802 | |
| b) Deferred tax asset Deferred tax asset comprises temporary differences attributable to: Unutilised tax losses Opening balance Exchange differences |
Consolidated 30 June 2025 30 June 2024 $ $ 4,195,202 4,087,764 |
|
| 4,087,764 107,438 |
4,153,583 (65,819) |
|
| 4,195,202 | 4,087,764 |
54
Mach7 Technologies Limited Notes to the financial statements 30 June 2025
Note 21. Issued capital
| Note 21. Issued capital | ||||
|---|---|---|---|---|
| Ordinary shares - fully paid Movements in ordinary share capital Details Balance Options exercised during the year Shares issued as remuneration Balance On-market share buyback during the year Transaction cost Balance |
30 June 2025 Shares 234,968,047 |
Consolidated 30 June 2024 30 June 2025 Shares $ 241,241,047 113,997,327 |
30 June 2024 $ 116,244,526 |
|
| 1 July 2023 30 June 2024 30 June 2025 |
Shares 240,009,381 906,666 325,000 241,241,047 (6,273,000) - 234,968,047 |
$ 115,697,098 313,428 234,000 |
||
| 116,244,526 (2,236,019) (11,180) |
||||
| 113,997,327 |
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the company does not have a limited amount of authorised capital. On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.
Share buy-back
On 30 January 2025, the company announced an on-market share buy-back program. The program commenced 3 March 2025 and the number of shares bought back will not exceed the “10/12” limit prescribed in the Corporations Act. The company reserves the right to suspend without notice or terminate the buy-back program at any time. Shares bought back are cancelled upon acquisition and the number of shares on issue reduce accordingly.
Options and performance rights outstanding
Options and performance rights do not entitle the holders to voting rights, to participate in dividends or the proceeds on winding up of the Company. Refer to note 35 for details on options and performance rights.
Capital risk management
The consolidated entity's objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost of capital.
Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated as total borrowings less cash and cash equivalents.
In order to maintain or adjust the capital structure, the consolidated entity may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
The consolidated entity would look to raise capital when an opportunity to invest in a business or company was seen as value adding relative to the current company's share price at the time of the investment. The consolidated entity is not actively pursuing additional investments in the short term as it continues to integrate and grow its existing businesses in order to maximise synergies. The consolidated entity is subject to certain financing arrangements covenants and meeting these is given priority in all capital risk management decisions. There have been no events of default on the financing arrangements during the financial year.
The capital risk management policy remains unchanged from the 2024 Annual Report.
55
Mach7 Technologies Limited Notes to the financial statements 30 June 2025
Note 22. Reserves
| Note 22. Reserves | ||
|---|---|---|
| Foreign currency translation reserve Options reserve |
Consolidated 30 June 2025 30 June 2024 $ $ 3,329,609 2,270,086 3,264,735 4,347,733 |
|
| 6,594,344 | 6,617,819 |
Foreign currency translation reserve
The reserve is used to recognise exchange differences arising from the translation of the financial statements of foreign operations to Australian dollars. It is also used to recognise gains and losses on hedges of the net investments in foreign operations.
Options reserve
The Company has a share-based payment option scheme under which options to subscribe for the Company’s shares have been granted to certain executives and other employees.
Movements in reserves
Movements in each class of reserve during the current and previous financial year are set out below:
| Consolidated Balance at 1 July 2023 Share-based payments (note 35) Transfer upon lapse of options Transfers upon exercise of options/rights Foreign exchange on translation of subsidiaries Balance at 30 June 2024 Share-based payments (note 35) Transfer upon lapse of options Foreign exchange on translation of subsidiaries Balance at 30 June 2025 |
Options reserve $ 3,923,857 1,040,433 (490,612) (125,945) - |
Foreign Exchange Translation Reserve $ 3,388,466 - - - (1,118,380) |
Total $ 7,312,323 1,040,433 (490,612) (125,945) (1,118,380) |
|---|---|---|---|
| 4,347,733 1,109,685 (2,192,683) - |
2,270,086 - - 1,059,523 |
6,617,819 1,109,685 (2,192,683) 1,059,523 |
|
| 3,264,735 | 3,329,609 | 6,594,344 |
Note 23. Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Note 24. Financial instruments
Financial risk management objectives
The Group’s principal financial instruments comprise receivables, payables, cash and short-term deposits.
The main risks arising from the Group’s financial instruments are interest rate risk, foreign currency risk, credit risk and liquidity risk. The Group uses different methods to measure and manage different types of risks to which it is exposed. These include monitoring levels of exposure to interest rate and foreign exchange risk and assessments of market forecasts for interest rate and foreign exchange. Aging analyses and monitoring of specific credit allowances are undertaken to manage credit risk. Liquidity risk is monitored through the development of future rolling cash flow forecasts.
The Board, through the Audit and Risk Management Committee, reviews and agrees policies for managing each of these risks as summarised below. This includes the setting of limits of concentration risks with any one financial institution, credit rate limits, and future cash flow forecast projections.
56
Mach7 Technologies Limited Notes to the financial statements 30 June 2025
Note 24. Financial instruments (continued)
Market risk
Foreign currency risk
The Group has transactional currency exposure. Such exposure arises from purchases by the Group in currencies other than the functional currency and through foreign currency receipts in the form of milestone, profit share or expense reimbursements under the Group’s various collaborations. Generally, the Group does not use financial instruments to hedge the foreign exchange exposure.
The Group’s exposure to foreign currency risk at the reporting date that are not designated in cash flow hedges was as follows (all amounts are in AUD):
Reconciliation of financial assets and liabilities denominated in foreign currency
| 30 June 2025 Financial assets Cash and cash equivalent Accounts receivables Customer contract assets Other assets Financial liabilities Trade and other payables Lease liabilities Financial assets Financial liabilities Net exposures 30 June 2024 Financial assets Cash and cash equivalent Accounts receivables Customer contract assets Other assets Financial liabilities Trade and other payables Lease liabilities Financial assets Financial liabilities Net exposures |
USD $ 17,993,579 3,810,600 5,692,524 - |
SGD $ 81,401 - - - |
CAD $ 152,063 - - - |
GBP $ - - - - |
HKD $ - 30,635 22,976 803,838 |
INR $ - - - - |
Total $ 18,227,043 3,841,235 5,715,500 803,838 |
|---|---|---|---|---|---|---|---|
| 27,496,703 | 81,401 | 152,063 | - | 857,449 | - | 28,587,616 | |
| (1,785,076) (912,876) |
(109,145) (48,022) |
(90,657) (157,922) |
(52,721) - |
- - |
(3,768) - |
(2,041,367) (1,118,820) |
|
| (2,697,952) | (157,167) | (248,579) | (52,721) | - | (3,768) | (3,160,187) | |
| 27,496,703 (2,697,952) |
81,401 (157,167) |
152,063 (248,579) |
- (52,721) |
857,449 - |
- (3,768) |
28,587,616 (3,160,187) |
|
| 24,798,751 | (75,766) | (96,516) | (52,721) | 857,449 | (3,768) | 25,427,429 | |
| USD $ 18,057,798 3,383,354 7,168,539 - |
SGD $ 42,979 - - - |
CAD $ 735,441 30,381 - - |
GBP $ - - - - |
HKD $ - - 2,685 786,991 |
INR $ - - - - |
Total $ 18,836,218 3,413,735 7,171,224 786,991 |
|
| 28,609,691 | 42,979 | 765,822 | - | 789,676 | - | 30,208,168 | |
| (2,399,457) (964,345) |
(134,242) (57,978) |
(474,004) (245,955) |
- - |
- - |
- - |
(3,007,703) (1,268,278) |
|
| (3,363,802) | (192,220) | (719,959) | - | - | - | (4,275,981) | |
| 28,609,691 (3,363,802) |
42,979 (192,220) |
765,822 (719,959) |
- - |
789,676 - |
- - |
30,208,168 (4,275,981) |
|
| 25,245,889 | (149,241) | 45,863 | - | 789,676 | - | 25,932,187 |
57
Mach7 Technologies Limited Notes to the financial statements 30 June 2025
Note 24. Financial instruments (continued)
Based on the financial instruments held at 30 June 2025, had the Australian dollar strengthened/weakened by 10% against the above currencies, with all other variables held constant, the Group’s post-tax loss for the year would have been (reduced)/increased by:
| (reduced)/increased by: | ||||
|---|---|---|---|---|
| Profitability | Profitability | Equity | Equity | |
| (post-tax) | (post-tax) | (excluding | (excluding | |
| higher/(lower | higher/(lower | accumulated | accumulated | |
| ) | ) | losses) | losses) | |
| Sensitivity | 2025 | 2024 | 2025 | 2024 |
| $ | $ | $ | $ | |
| AUD strengthens +10% (2024:+10%) | (2,311,585) | (2,357,472) | - | - |
| AUD weakens -10% (2024:-10%) | 2,825,270 | 2,881,355 | - | - |
Management believes the balance date risk exposures are representative of the risk exposure inherent in those financial instruments.
Significant assumptions used in the foreign currency exposure sensitivity analysis include:
-
Reasonably possible movements in foreign exchange rates were determined based on a review of the historical movements and economic forecaster's expectations;
-
The reasonably possible movement of 10% was calculated by taking the foreign currency spot rate as at balance date, moving this spot rate by 10% and the re-converting the foreign currency into AUD with the "new spot-rate"; and
-
● This methodology reflects the translation methodology undertaken by the Group.
Price risk
The consolidated entity does not consider it to have any material exposure to price risk
Interest rate risk
The Group’s exposure to the risk of changes in market interest rates relates primarily to the income earned on the Group’s cash and short-term deposits of various deposit terms.
At 30 June 2025, the Group’s cash and cash equivalents comprised of deposits on call and foreign currency accounts.
The Group’s policy to manage its interest rate risk, given its dependence on cash and cash equivalents is to keep maturities short generally using 30-90 day term deposit and savings facilities. The Group constantly analyses its interest rate exposure with respect to renewal of existing positions, alternative investment opportunities/facilities and whether to consider a mix of fixed and variable instruments.
At balance date, the Group had the following mix of financial assets and liabilities exposed to Australian and US variable interest rate risk that are not designated as cash flow hedges (other currencies or non-interest bearing accounts are not included):
| Consolidated AUD Term deposit (maturity date < 3 months) USD Deposits on call USD Term deposits (maturity date < 3 months) Net exposure to cash flow interest rate risk |
30 June 2025 Balance $ 3,515,000 6,410,312 2,299,221 |
30 June 2024 Balance $ 7,311,407 8,563,572 - |
|---|---|---|
| 12,224,533 | 15,874,979 |
The Group believes that the carrying amount approximates fair value because of their short term to maturity. Significant assumptions used in the interest rate sensitivity analysis include:
-
Reasonably possible movements in interest rates were determined based on economic forecaster's expectations
-
The net exposure at balance date is representative of what the Group was and is expecting to be exposed to in the next twelve months from the balance date.
58
Mach7 Technologies Limited Notes to the financial statements 30 June 2025
Note 24. Financial instruments (continued)
Credit risk
Credit risk arises from the financial assets of the Group, which comprise cash and cash equivalents, short term deposits, trade and other receivables and customer contract assets. The Group’s exposure to credit risk arises from potential default of the counter party, with a maximum exposure equal to the carrying amount of these instruments. Exposure at balance date is addressed in each applicable note. The Group does not hold any credit derivatives to offset its credit exposure.
The Group trades only with recognised, creditworthy third parties, and as such collateral is not requested nor is it the Group’s policy to securitise its trades and other receivables.
Term deposits are held with Westpac Banking Corporation and HSBC Bank.
Liquidity risk
The Group’s objective is to maintain a balance between continuity of product development utilising an optimal combination of equity funding, finance and operating lease commitments. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities.
The Group manages liquidity risk by maintaining adequate cash reserves and by continuously monitoring forecast and actual cash flows and matching maturity profiles in financial assets and liabilities.
Remaining contractual maturities
The following tables detail the consolidated entity's remaining contractual maturity for its financial instrument liabilities. The tables have 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.
| Weighted average interest rate Consolidated - 30 June 2025 % Non-derivatives Non-interest bearing Trade payables - Interest-bearing - fixed rate - Lease liability 9.88% Total non-derivatives Weighted average interest rate Consolidated - 30 June 2024 % Non-derivatives Non-interest bearing Trade and other payables - Interest-bearing - fixed rate Lease liability 9.71% Total non-derivatives |
1 year or less $ 2,356,789 - 317,546 |
Between 1 and 2 years $ - - 268,752 |
Between 2 and 5 years $ - - 637,024 |
Over 5 years $ - - 237,798 |
Remaining contractual maturities $ 2,356,789 - 1,461,120 |
|---|---|---|---|---|---|
| 2,674,335 | 268,752 | 637,024 | 237,798 | 3,817,909 | |
| 1 year or less $ 3,280,712 295,616 |
Between 1 and 2 years $ - 309,876 |
Between 2 and 5 years $ - 676,229 |
Over 5 years $ - 441,415 |
Remaining contractual maturities $ 3,280,712 1,723,136 |
|
| 3,576,328 | 309,876 | 676,229 | 441,415 | 5,003,848 |
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above.
Fair value of financial instruments
Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value.
59
Mach7 Technologies Limited Notes to the financial statements 30 June 2025
Note 25. Reconciliation of loss after income tax to net cash from operating activities
| Loss after income tax benefit for the year Adjustments for: Depreciation and amortisation Lease interest expense Net loss on disposal of property, plant and equipment Share-based payments Foreign exchange differences Income tax benefits Change in operating assets and liabilities: Decrease in trade and other receivables (Increase)/decrease in customer contract deposits Increase in other current assets Decrease in trade and other payables Increase in customer contract liabilities Net cash from operating activities |
Consolidated 30 June 2025 30 June 2024 $ $ (6,201,404) (7,970,324) 7,243,034 7,251,053 117,960 61,866 9,488 10,341 1,109,685 1,274,433 320,202 97,369 (1,757,454) (1,784,636) 1,076,684 3,134,453 (16,847) 1,732,337 (180,061) (648,711) (1,054,259) (116,967) 201,562 409,134 |
Consolidated 30 June 2025 30 June 2024 $ $ (6,201,404) (7,970,324) 7,243,034 7,251,053 117,960 61,866 9,488 10,341 1,109,685 1,274,433 320,202 97,369 (1,757,454) (1,784,636) 1,076,684 3,134,453 (16,847) 1,732,337 (180,061) (648,711) (1,054,259) (116,967) 201,562 409,134 |
|---|---|---|
| 868,590 | 3,450,348 |
Note 26. Key management personnel disclosures
Directors
The following persons were directors of Mach7 Technologies Limited during the financial year:
Mr Robert Bazzani - Chairman
Mr Eliot Siegel, MD - Independent Non-Executive Director
Ms Rebecca Thompson - Independent Non-Executive Director
Mr Michael Lampron - Managing Director and Chief Executive Officer (Stepped down effective close of business 30 June 2025)
Other key management personnel
The following persons also had the authority and responsibility for planning, directing and controlling the major activities of the consolidated entity, directly or indirectly, during the financial year:
Ms Dyan O'Herne – Chief Financial Officer (Will step down effective close of business 30 September 2025) Mr David Madaffri – Chief Operating Officer (Stepped down effective close of business 25 July 2025)
Compensation
The aggregate compensation made to directors and other members of key management personnel of the consolidated entity is set out below:
| Short-term employee benefits Post-employment benefits Termination benefits Share-based payments |
Consolidated 30 June 2025 30 June 2024 $ $ 2,406,069 2,650,391 22,691 21,712 339,751 - 435,877 747,054 |
Consolidated 30 June 2025 30 June 2024 $ $ 2,406,069 2,650,391 22,691 21,712 339,751 - 435,877 747,054 |
|---|---|---|
| 3,204,388 | 3,419,157 |
60
Mach7 Technologies Limited Notes to the financial statements 30 June 2025
Note 27. Remuneration of auditors
During the financial year the following fees were paid or payable for services provided by RSM Australia Partners, the auditor of the company:
| Audit services - RSM Australia Partners Audit or review of the financial statements Other services - RSM Australia Partners Preparation of the tax return |
Consolidated 30 June 2025 30 June 2024 $ $ 179,000 173,000 |
Consolidated 30 June 2025 30 June 2024 $ $ 179,000 173,000 |
|---|---|---|
| 11,700 | 10,250 | |
| 190,700 | 183,250 |
Note 28. Commitments
There are no expenditure commitments as at 30 June 2025 (FY24: nil).
Note 29. Related party transactions
Parent entity
Mach7 Technologies Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 31.
Key management personnel
Disclosures relating to key management personnel are set out in note 26.
Transactions with related parties
There were no transactions with related parties during the current and previous financial year.
Receivable from and payable to related parties
There were no trade receivables from or trade payables to related parties at the current and previous reporting date.
Loans to/from related parties
There were no loans to or from related parties at the current and previous reporting date.
61
Mach7 Technologies Limited Notes to the financial statements 30 June 2025
Note 30. Parent entity information
Set out below is the supplementary information about the parent entity.
Statement of profit or loss and other comprehensive income
| Loss after income tax Total comprehensive income Statement of financial position Total current assets Total assets Total current liabilities Total liabilities Equity Issued capital Options reserve Accumulated losses Total equity |
Parent 30 June 2025 30 June 2024 $ $ (1,169,031) (1,017,444) |
Parent 30 June 2025 30 June 2024 $ $ (1,169,031) (1,017,444) |
|---|---|---|
| (1,169,031) | (1,017,444) | |
| Parent 30 June 2025 30 June 2024 $ $ 10,330,586 13,201,888 |
||
| 80,583,317 | 84,252,552 | |
| 1,104,211 | 444,163 | |
| 1,104,211 | 444,163 | |
| 113,997,328 3,264,734 (37,782,956) |
116,244,526 4,347,733 (36,783,870) |
|
| 79,479,106 | 83,808,389 |
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
The parent entity had no guarantees in relation to the debts of its subsidiaries as at 30 June 2025 and 30 June 2024.
Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2025 and 30 June 2024.
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2025 and 30 June 2024.
Material accounting policy information
The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in note 2, except for the following:
- Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
62
Mach7 Technologies Limited Notes to the financial statements 30 June 2025
Note 31. Interests in subsidiaries
Mach7 Technologies Limited is the ultimate parent of the Group. The consolidated financial statements include the financial statements of Mach7 Technologies Limited and its direct/indirect subsidiaries listed below:
| Ownership | interest | ||
|---|---|---|---|
| Principal place of business / | 30 June 2025 30 June 2024 | ||
| Name | Country of incorporation | % | % |
| Direct subsidiary | - | - | |
| Mach7 Technologies International Pty Ltd | Australia | 100% | 100% |
| Indirect subsidiaries | - | - | |
| Mach7 Technologies UK Ltd | UK | 100% | 100% |
| Mach7 Technologies Pte Ltd | Singapore | 100% | 100% |
| Mach7 Technologies, Inc. | U.S.A | 100% | 100% |
| Mach7 Technologies Canada Inc. | Canada | 100% | 100% |
Note 32. Contingent assets
The Group has no contingent assets at 30 June 2025 (FY24: none).
Note 33. Contingent liabilities
The Group has no contingent liabilities at 30 June 2025 (FY24: none)
Note 34. Events after the reporting period
No matter or circumstance has arisen since 30 June 2025 that has significantly affected, or may significantly affect the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial years.
Note 35. Share-based payments
A share option plan has been established by the entity, whereby the entity may grant options and performance rights over ordinary shares in the company to certain key management personnel, employees and consultants of the entity. The options are issued for nil consideration.
Share-based payments expense during the year is $1,109,685 (FY24: 1,274,433). This relates to vesting charge on options and performance rights issued to Directors, KMP and employees of the company.
Types of share-based payment plans
Employee Share Option Plan, ‘ESOP’
A Long-Term Incentive Plan has been established and approved by shareholders where Mach7 Technologies Limited may, at the discretion of the Board, grant options over the ordinary shares of Mach7 Technologies Limited to Directors, Executives, contractors and employees of the consolidated entity. Upon vesting, the options, issued for nil consideration, are exercisable any time two to three years after the grant date and expire four to five years after the grant date.
The exercise of the options is not subject to any performance conditions other than the employee remaining in the employ of the Company at the date of exercise. The options cannot be transferred and will not be quoted on the ASX.
63
Mach7 Technologies Limited Notes to the financial statements 30 June 2025
Note 35. Share-based payments (continued)
Set out below are summaries of options granted under the plan:
| Weighted | Weighted | |||
|---|---|---|---|---|
| average | average | |||
| Number of | exercise | Number of | exercise | |
| options | price | options | price | |
| **30 June 2025 ** | **30 June 2025 ** | **30 June 2024 ** | 30 June 2024 | |
| Outstanding at the beginning of the financial year | 10,326,665 | $0.908 | 8,356,665 | $0.924 |
| Granted | 3,200,000 | $0.397 | 3,590,000 | $0.711 |
| Exercised | - | $0.000 | (906,666) | $0.207 |
| Expired/Forfeited | (3,858,332) | $1.044 | (713,334) | $0.985 |
| Outstanding at the end of the financial year | 9,668,333 | $0.685 | 10,326,665 | $0.908 |
| Exercisable at the end of the financial year | 4,289,979 | $0.878 | 5,756,657 | $1.031 |
30 June 2025 |
| Outstanding at the beginning of the financial year Granted Exercised Expired/Forfeited Outstanding at the end of the financial year Exercisable at the end of the financial year 30 June 2025 |
Outstanding at the beginning of the financial year Granted Exercised Expired/Forfeited Outstanding at the end of the financial year Exercisable at the end of the financial year 30 June 2025 |
Number of options Weighted average exercise price 30 June 2025 30 June 2025 10,326,665 $0.908 3,200,000 $0.397 - $0.000 (3,858,332) $1.044 9,668,333 $0.685 4,289,979 $0.878 |
Number of options Weighted average exercise price 30 June 2025 30 June 2025 10,326,665 $0.908 3,200,000 $0.397 - $0.000 (3,858,332) $1.044 9,668,333 $0.685 4,289,979 $0.878 |
Number of options Weighted average exercise price 30 June 2024 30 June 2024 8,356,665 $0.924 3,590,000 $0.711 (906,666) $0.207 (713,334) $0.985 10,326,665 $0.908 5,756,657 $1.031 |
Number of options Weighted average exercise price 30 June 2024 30 June 2024 8,356,665 $0.924 3,590,000 $0.711 (906,666) $0.207 (713,334) $0.985 10,326,665 $0.908 5,756,657 $1.031 |
|---|---|---|---|---|---|
| Exercise Grant date Expiry date price 11/10/2019 11/10/2024 $0.680 18/11/2019 18/11/2024 $0.820 18/11/2019 18/11/2024 $0.800 18/11/2019 18/11/2024 $0.950 18/11/2019 18/11/2024 $1.100 01/12/2020 30/11/2025 $1.400 03/02/2021 30/06/2025 $1.480 10/09/2021 21/07/2024 $0.980 10/09/2021 31/08/2026 $0.980 11/11/2021 11/11/2026 $0.910 11/11/2021 31/12/2025 $1.380 20/01/2022 20/01/2027 $0.782 24/02/2022 24/02/2027 $0.731 12/12/2022 12/12/2027 $0.610 01/01/2023 01/01/2028 $0.570 01/05/2023 01/05/2028 $0.636 01/07/2023 01/07/2028 $0.582 14/08/2023 14/08/2028 $0.800 01/09/2023 01/09/2028 $0.760 16/11/2023 16/11/2028 $0.710 01/12/2023 01/12/2028 $0.725 18/12/2023 18/12/2028 $0.730 15/01/2024 15/01/2029 $0.732 01/03/2024 01/03/2029 $0.679 19/08/2024 19/08/2029 $0.591 16/09/2024 16/09/2029 $0.540 18/11/2024 18/11/2029 $0.380 Weighted average exercise price |
Balance at the start of the year 881,666 285,000 250,000 250,000 250,000 73,334 1,440,000 26,666 2,240,000 89,999 150,000 200,000 250,000 50,000 200,000 200,000 400,000 50,000 30,000 225,000 50,000 2,335,000 200,000 200,000 - - - |
Granted - - - - - - - - - - - - - - - - - - - - - - - - 100,000 200,000 2,900,000 |
Exercised - - - - - - - - - - - - - - - - - - - - - - - - - - - |
Expired/ forfeited/ other (881,666) (285,000) (250,000) (250,000) (250,000) - (1,440,000) (26,666) (90,000) - - - - - - - - - - - - (260,000) - - - - (125,000) |
Balance at the end of the year - - - - - 73,334 - - 2,150,000 89,999 150,000 200,000 250,000 50,000 200,000 200,000 400,000 50,000 30,000 225,000 50,000 2,075,000 200,000 200,000 100,000 200,000 2,775,000 |
| 10,326,665 | 3,200,000 | - | (3,858,332) | 9,668,333 | |
| $0.908 | $0.397 | $0.000 | $1.044 | $0.685 |
64
Mach7 Technologies Limited Notes to the financial statements 30 June 2025
Note 35. Share-based payments (continued)
30 June 2024
| Exercise Grant date Expiry date price 17/10/2018 17/10/2023 $0.185 12/11/2018 12/11/2023 $0.244 02/05/2019 02/05/2024 $0.265 11/10/2019 11/10/2024 $0.680 10/09/2021 21/07/2024 $0.980 01/07/2023 01/07/2028 $0.582 18/11/2019 18/11/2024 $0.820 18/11/2019 18/11/2024 $0.800 18/11/2019 18/11/2024 $0.950 18/11/2019 18/11/2024 $1.100 14/08/2023 14/08/2028 $0.800 01/12/2020 30/11/2025 $1.400 03/02/2021 30/06/2025 $1.480 10/09/2021 31/08/2026 $0.980 11/11/2021 11/11/2026 $0.910 11/11/2021 31/12/2025 $1.380 20/01/2022 20/01/2027 $0.782 24/02/2022 24/02/2027 $0.731 12/12/2022 12/12/2027 $0.610 01/01/2023 01/01/2028 $0.570 01/05/2023 01/05/2028 $0.636 01/09/2023 01/09/2028 $0.760 16/11/2023 16/11/2028 $0.710 01/12/2023 01/12/2028 $0.725 18/12/2023 18/12/2028 $0.730 15/01/2024 15/01/2029 $0.732 01/03/2024 01/03/2029 $0.679 Weighted average exercise price |
Balance at the start of the year 646,666 225,000 50,000 959,999 26,666 - 285,000 250,000 250,000 250,000 - 85,000 1,550,000 2,483,334 110,000 225,000 200,000 250,000 110,000 200,000 200,000 - - - - - - |
Granted - - - - - 400,000 - - - - 50,000 - - - - - - - - - - 30,000 225,000 50,000 2,435,000 200,000 200,000 |
Exercised (626,666) (225,000) (50,000) (5,000) - - - - - - - - - - - - - - - - - - - - - - - |
Expired/ forfeited/ other (20,000) - - (73,333) - - - - - - - (11,666) (110,000) (243,334) (20,001) (75,000) - - (60,000) - - - - - (100,000) - - |
Balance at the end of the year - - - 881,666 26,666 400,000 285,000 250,000 250,000 250,000 50,000 73,334 1,440,000 2,240,000 89,999 150,000 200,000 250,000 50,000 200,000 200,000 30,000 225,000 50,000 2,335,000 200,000 200,000 |
|---|---|---|---|---|---|
| 8,356,665 | 3,590,000 | (906,666) | (713,334) | 10,326,665 | |
| $0.924 | $0.711 | $0.207 | $0.985 | $0.908 |
The weighted average remaining contractual life of options outstanding at the end of the financial year was 3 years (FY24: 2 years 6 months).
Option pricing model
Equity-settled transactions
The fair value of the equity-settled share options granted under the ESOP is estimated as at the date of grant using a BlackScholes option pricing model taking into account the terms and conditions upon which the option was granted. The model takes into account the share price volatilities and co-variances of the Company and excludes the impact of any estimated forfeitures related to the service-based vesting conditions on the basis that management has assessed the forfeiture rate to be zero.
For the options granted during the current financial year, the valuation model inputs used to determine the fair value at the grant date, are as follows:
| Share price | Exercise | Expected | Dividend | Risk-free | Fair value | ||
|---|---|---|---|---|---|---|---|
| Grant date | Expiry date | at grant date | price | volatility | yield | interest rate | at grant date |
| 19/08/2024 | 19/08/2029 | $0.595 | $0.591 | 59.00% | - | 3.60% | $0.318 |
| 16/09/2024 | 16/09/2029 | $0.535 | $0.540 | 58.00% | - | 3.45% | $0.281 |
| 18/11/2024 |
18/11/2029 | $0.365 | $0.380 | 57.00% | - | 4.22% | $0.190 |
65
Mach7 Technologies Limited Notes to the financial statements 30 June 2025
Note 35. Share-based payments (continued)
Performance rights
The Company has on issue 1,189,667 (FY24: 1,825,185) performance rights of which 723,000 expire on 30 September 2025 and 466,667 expire on 30 September 2026.
Summaries of performances rights is as below:
| Outstanding at the beginning of the financial year Granted Expired/Forfeited Outstanding at the end of the financial year |
30 June 2025 1,825,185 800,000 (1,435,518) |
30 June 2024 1,503,299 700,000 (378,114) |
|---|---|---|
| 1,189,667 | 1,825,185 |
During the period, the consolidated entity issued 800,000 performance rights to Mr Michael Lampron with various vesting conditions relating to service period and performance hurdles. The fair value of the performance rights was determined using the Monte Carlo Simulation using the following inputs:
| Tranche 1 | Tranche 2 | Tranche 3 | Tranche 4 | |
|---|---|---|---|---|
| Number of performance rights granted | 200,000 | 200,000 | 200,000 | 200,000 |
| Grant date | 28/11/2024 | 28/11/2024 | 28/11/2024 | 28/11/2024 |
| Expiry date | 30/09/2027 | 30/09/2027 | 30/09/2027 | 30/09/2027 |
| Weighted average share price at date of grant ($) |
0.38 | 0.38 | 0.38 | 0.38 |
| Weighted average exercise price ($) | - | - | - | - |
| Weighted average volatility |
53.95% | 53.95% | 53.95% | 53.95% |
| Weighted average risk-free rate | 3.972% | 3.972% | 3.972% | 3.972% |
| Vesting conditions with 30 June 2026 target | Note 1 | Note 1 | Note 1 | Note 1 |
| date | ||||
| Fair value per performance right ($) | 0.1469 | 0.3436 | 0.3436 | 0.3436 |
| Fair value of performance right ($) | 29,371 | 68,722 | 68,722 | 68,722 |
Note 1- Vesting Conditions:
Tranche Vesting condition
Tranche 1 Market-based vesting condition linked to Total Shareholder Return. Tranche 2 Company performance vesting condition linked to KLAS Ranking. Tranche 3 Company performance vesting condition linked to Annual Recurring Revenue. Tranche 4 Company performance vesting condition linked to EBITDA Margin.
Upon Mr Michael Lampron's stepping down effective close of business 30 June 2025, these unvested performance rights were forfeited on 30 June 2025.
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Mach7 Technologies Limited Consolidated entity disclosure statement As at 30 June 2025
| Place formed /Country | Ownership | Tax | |||
|---|---|---|---|---|---|
| Entity | name | Entity type | of incorporation | interest % | residency |
| Mach7 | Technologies International Pty Ltd Body Corporate | Australia | 100.00% | Australia | |
| Mach7 | Technologies UK Ltd | Body Corporate | UK | 100.00% | UK |
| Mach7 | Technologies Pte Ltd | Body Corporate | Singapore | 100.00% | Singapore |
| Mach7 | Technologies, Inc. | Body Corporate | U.S.A | 100.00% | U.S.A |
| Mach7 | Technologies Canada Inc. | Body Corporate | Canada | 100.00% | Canada |
Basis of preparation
This Consolidated entity disclosure statement (CEDS) has been prepared in accordance with the Corporations Act 2001 and includes information for each entity that was part of the Group as at the end of the financial year in accordance with AASB 10 Consolidated Financial Statements.
Determination of tax residency
Section 295 (3A)(vi) of the Corporation Act 2001 defines tax residency as having the meaning in the Income Tax Assessment Act 1997. The determination of tax residency involves judgement as there are different interpretations that could be adopted, and which could give rise to a different conclusion on residency.
In determining tax residency, the consolidated entity has applied the following interpretations:
Australian tax residency
The consolidated entity has applied current legislation and judicial precedent, including having regard to the Tax Commissioner's public guidance in Tax Ruling TR 2018/5.
Partnerships and Trusts
None of the entities noted above were trustees of trusts within the consolidated entity, partners in a partnership within the consolidated entity or participants in a joint venture within the Group.
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Mach7 Technologies Limited Directors' declaration 30 June 2025
In the directors' opinion:
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the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements;
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the attached financial statements and notes comply with International Financial Reporting Standards as issued by the International Accounting Standards Board as described in note 2 to the financial statements;
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the attached financial statements and notes give a true and fair view of the consolidated entity's financial position as at 30 June 2025 and of its performance for the financial year ended on that date; and
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there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
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the information disclosed in the attached consolidated entity disclosure statement is true and correct.
The directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the Directors
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_________ Robert Bazzani Chairman 27 August 2025
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RSM Australia Partners
INDEPENDENT AUDITOR’S REPORT To the Members of Mach7 Technologies Limited
Level 27, 120 Collins Street Melbourne VIC 3000 PO Box 248 Collins Street West VIC 8007 T +61 (0) 3 9286 8000 F +61 (0) 3 9286 8199
www.rsm.com.au
REPORT ON THE AUDIT OF THE FINANCIAL REPORT
Opinion
We have audited the financial report of Mach7 Technologies Limited (the Company) and its controlled entities (“the Group”), which comprises the consolidated statement of financial position as at 30 June 2025, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including material accounting policy information, the consolidated entity disclosure statement and the directors' declaration.
In our opinion the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including:
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(i) giving a true and fair view of the Group's financial position as at 30 June 2025 and of its financial performance for the year then ended; and
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(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001 .
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board's APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor's report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Mach7 Technologies Limited
THE POWER OF BEING UNDERSTOOD AUDIT | TAX | CONSULTING
RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction. RSM Australia Partners ABN 36 965 185 036
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Liability limited by a scheme approved under Professional Standards Legislation
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Key Audit Matters (Continued)
Key Audit Matter |
How our audit addressed this matter |
|---|---|
| Recognition of Revenue Refer to Note 5 in the financial statements |
|
| Revenue recognition was considered a key audit matter, as it involves significant management estimates and judgement. The Group’s revenue is derived from the sale of software licenses and subscription services, and provision of professional services including implementation and training, migration, and support and maintenance. Revenue in respect of some of the service contracts is based on percentage of completion, which involves management’s estimates and judgements. |
Our audit procedures in relation to the recognition of revenue included: • Assessing whether the Group’s revenue recognition policies was in compliance with_AASB 15_ Revenue from Contracts with Customers(“AASB 15”) • For a sample of revenue transactions that were recognised at a point in time (i.e. sale of software license), substantiating transactions by agreeing to supporting documentation, including contracts with customers and proof of delivery to assess whether performance obligation has been satisfied and whether transaction price has been allocated onto each performance obligation correctly; • For a sample of revenue transactions that were recognised on over time, our testing included: - Agreeing the contract price and the value of services to customer contracts; and - Assessing the reasonableness of management’s determination of percentage of completion and resultant revenues recognised for the year and deferred revenues as at 30 June 2025. • Assessing long-term contracts and the group’s listing of unbilled receivables to identify arrangements with potential embedded financing components, and evaluating the related accounting treatment in accordance with AASB 15; • Reviewing sales transactions before and after year-end to ensure that revenue was recognised in the correct period; and • Reviewing adequacy of disclosures against the requirements of AASB 15. |
| Impairment Assessment of Goodwill and Intangibles Refer to Note 16 in the financial statements |
|
| At 30 June 2025, the Group had intangible assets and goodwill (collectively known as intangibles) with carrying values of $18.3m and $4.3m respectively. |
Our audit procedures, which involved the assistance of our Corporate Finance team, included: • Assessing whether there is a change in assumptions supporting management's determination that the |
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Mach7 Technologies Limited
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| Key Audit Matter | How our audit addressed this matter |
|---|---|
| We determine this to be a Key Audit Matter due to the materiality of the intangibles’ balances. In addition, the directors’ assessment of the recoverable amount of the cash generating unit (“CGU”) to which these intangibles relate to involves significant judgments and estimates, including future underlying cashflows of the CGU, estimated growth rates for the CGU, and judgments of an appropriate discount rate to apply to the estimated cashflows. Management also performed sensitivity analysis over the calculations, by varying the assumptions used in the revenue growth rate to assess the impact on the valuations. |
intangible assets should be allocated to a single CGU, based on the nature of the Group’s operating business; • Assessing the valuation methodology used to determine the recoverable amount of the intangible assets and CGU to which the goodwill has been allocated to; • Verifying the mathematical accuracy of the impairment assessment calculations; • Evaluating the reasonableness of the key assumptions built into the model which includes the future revenue growth rates, cost of sales growth rates, overhead growth rates, discount rate, terminal value, and working capital; • Performing sensitivity analysis on growth rates and discount rates applied to cash flows, to determine the extent of headroom for the intangibles; and • Reviewing the adequacy of disclosures against the requirements of_AASB 136 Impairment of Assets_. |
| Share-Based Payments Refer to Note 35 in the financial statements |
|
| During the year, the Group issued new share options and performance rights to key management personnel and employees, and had cancellation of options during the year (including lapses and forfeitures). Management have accounted for the above in accordance with_AASB 2_ Share-based Payment (“AASB 2”). . We consider this to be a key audit matter because of the complexity of the accounting required to value the instruments and the judgemental nature of inputs into the valuation models. |
Our audit procedures, which involved the assistance of our Corporate Finance team, included: • Reviewing the terms and conditions of the instruments issued; • Reviewing the valuation methodology to ensure it is in compliance with_AASB 2 Share-based Payments_; • Verifying the mathematical accuracy of the underlying model; • Critically evaluating the key assumptions used including considering the grant date share price, expected volatility, vesting period and number of instruments expected to vest; • Recalculating the value and accounting treatment of the share-based payment expense to be recognised and the reserve balance for accuracy, factoring in any cancellations due to expiry, forfeiture of other reasons; and |
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Mach7 Technologies Limited
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| Key Audit Matter | How our audit addressed this matter |
|---|---|
| • Reviewing the adequacy of the relevant disclosures against the requirements ofAASB 2. |
Other Information
The directors are responsible for the other information. The other information comprises the information included in the Group's annual report for the year ended 30 June 2025, but does not include the financial report and the auditor's report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of:
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a. the financial report (other than the consolidated entity disclosure statement) that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001; and
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b. the consolidated entity disclosure statement that is true and correct in accordance with the Corporations Act 2001 , and
for such internal control as the directors determine is necessary to enable the preparation of:
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i. the financial report (other than the consolidated entity disclosure statement) that gives a true and fair view and is free from material misstatement, whether due to fraud or error; and
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ii. the consolidated entity disclosure statement that is true and correct and is free of misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
Auditor's Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.
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Mach7 Technologies Limited
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Auditor's Responsibilities for the Audit of the Financial Report (continued)
A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website at: https://auasb.gov.au/media/bwvjcgre/ar1_2024.pdf This description forms part of our auditor's report.
REPORT ON THE REMUNERATION REPORT
Opinion on the Remuneration Report
We have audited the Remuneration Report included in the directors' report for the year ended 30 June 2025.
In our opinion, the Remuneration Report of Mach7 Technologies Limited, for the year ended 30 June 2025, complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
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RSM AUSTRALIA PARTNERS
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M PARAMESWARAN Partner
Dated: 27 August 2025 Melbourne, Victoria
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Mach7 Technologies Limited