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READCLOUD LIMITED AGM Information 2026

Feb 18, 2026

65670_rns_2026-02-18_8048c398-0219-41c0-ad93-99f1347de606.pdf

AGM Information

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ReadCloud Limited CEO Presentation – 2026 Annual General Meeting

FY25 Highlights

Solid earnings momentum driven by strength of Australian school businesses

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Up 26% Up 17% Up 109% Up 26% Up 34%
VET-in-Schools Sales & Direct eBooks sales to
Underlying EBITDA Operating Cashflow Year-end Cash
Fee Revenue Australian schools
$5.7m $4.6m $0.8m $0.5m $1.9m
Positive momentum in Increase in average Underlying earnings Strong cash conversion - Self-funded for BAU
key customer metrics customer value doubled year-on-year 121% of statutory EBITDA
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*Underlying EBITDA = earnings adjusted for Interest, Tax, Depreciation and Amortisation, share-based payments and one-off restructuring costs.

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Core revenue growth and cost discipline driving earnings momentum

Australian school sales and fee revenue growth

Operating expenses[1] % of Sales & fee revenue[2]

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$11 m
$10 m
$9 m
$8 m
$7 m
$6 m
$5 m
$4 m
$3 m
$2 m
FY21 FY22 FY23 FY24 FY25
Sales & fee revenue - VET in schools Sales & fee revenue - domestic Direct eBooks
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80%
75%
70%
65%
60%
55%
50%
45%
40%
35%
30%
FY21 FY22 FY23 FY24 FY25
Employment costs Non-employment costs
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Sales to Australian schools represented 82% of FY25 group sales and fee revenue and grew 22% over pcp (3-year CAGR 12%)

Operating expenses % of Sales reduced

1 Excluding Industry Training operating costs and abnormal items

2 Excluding Industry Training revenue

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FY25 Summary Profit and Loss

$’000 30-Sept-25 30-Sept-24 YOY
Sales and fee revenue 12,634 11,904 6%
Less direct costs (5,338) (5,340) 0%
Gross profit 7,295 6,564 11%
Gross profit % 58% 55%
Add: Other revenue 289 365 -21%
Less operating expenses:
Advertising and marketing (188) (122) 53%
Computer software (182) (187) -3%
Employment expenses (5,286) (5,263) 0%
Legal & compliance (114) (100) 14%
Office expenses (60) (58) 3%
Professional services expenses (509) (425) 20%
Telephone, internet & data hosting (96) (103) -7%
Travel expenses (140) (86) 62%
Other expenses (221) (187) 18%
Total operating expenses (6,796) (6,533) 4%
Less interest revenue (31) (33) -7%
Underlying EBITDA* 757 363 109%

Ongoing earnings improvement – FY25 uEBITDA* up 109%

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Underlying EBITDA
FY23 FY24 FY25
757
363
(786)
$'000
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  • 26% revenue growth for VET-in-Schools

  • 17% growth in Australian direct eBooks sales

  • 28% decline in industry training revenue

  • Group Sales and fee revenue up 6%

  • Gross profit up 11%

Operating expenses up 4%

  • Employment expenses stable

  • Increased investment in advertising & marketing and travel (conferences and school visits)

*Underlying EBITDA = earnings adjusted for Interest, Tax, Depreciation and Amortisation and one-off restructuring costs.

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FY25 Cashflow

$’000 30-Sept-25 30-Sept-24 YOY
Receipts from customers 12,558 12,042 4%
Payments to suppliers and employees (12,398) (12,006) 3%
Research and development tax incentive refund 332 333 0%
Interest income 31 33 -7%
Income tax - 12 -100%
Net cash from operating activities 523 414 26%
Payments for property, plant and equipment (27) (19) 40%
Payments for software development (414) (523) -21%
Purchase of intangible assets (34) (10) 230%
Net cash used in investing activities (475) (552) -14%
Repayment of lease liabilities (including interest) (143) (139) 2%
Proceeds from issue of shares (net of costs) 584 - -
Net cash from / (used in) financing activities 441 (139) +416%
Net increase/(decrease) in cash 489 (278) +276%
Cash at the beginning of the financial year 1,431 1,709 -16%
Cash at end of the financial year 1,920 1,431 34%

Notes

  • Cash generated from operating activities up 26%

  • Self funded for BAU

  • Effective Working Capital Management

  • 121% Statutory EBITDA to operating cashflow conversion

  • Directors, management and institutional shareholders exercised options at $0.10 each

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ReadCloudVET (VET-in-Schools)

Sales and fee revenue growth is accelerating

26% Sales and fee revenue growth, including 29% growth in VET-in-Schools partnering fees

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$6 m
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$5 m
$4 m
$3 m
$2 m
FY21 FY22 FY23 FY24 FY25
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  • 92% School customer retention

  • 11% growth in customer numbers: 55 Schools added (372 total)

  • 5% increase in courses per retained School from 1.9 to

  • 2.0

  • 14% growth in total courses delivered to 733

  • ReadCloudVET’s premium offering translating to stronger price performance

  • Gross margins continuing > 90% with growth

  • translating to stronger earnings

Sales & fee revenue - VET in schools

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ReadCloudVET (VET-in-Schools)

Key customer indicators showing sustained upward momentum

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Courses per school
2.0
1.9
1.7
1.6
FY22 FY23 FY24 FY25
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Average partnering fee revenue per school
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$14,408
$11,491
$10,450
$9,421
FY22 FY23 FY24 FY25
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eBooks

17% Growth in Australian direct eBooks sales

Growth driven by:

  • 91% customer retention

  • 7 new school customers

  • 15% increase in average customer value

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Australian eBooks strengthening
$5 m
$4 m
$3 m
$2 m
FY21 FY22 FY23 FY24 FY25
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  • Overall eBooks sales and fee revenue growth 6% over pcp

Sales & fee revenue - domestic Direct eBooks

  • International channel contracted in FY25 and performance of Reseller channel was subdued

  • eBooks team has been restructured and leadership of international sales transitioned for FY26

Average revenue per Direct school

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$82,257
$70,384 $70,988 $71,473
FY22 FY23 FY24 FY25
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Southern Solutions Training Services (Industry Training)

  • Southern Solutions has commitments to ~250 enrolled students and childcare providers which it will fulfil

  • The unpredictability of state funded training revenue has reduced the attractiveness of industry training relative to ReadCloud’s school facing businesses

  • Southern Solutions is not commencing new students as it considers an orderly exit of the sector

  • $0.45m of cost-out has been implemented in FY26

  • 1Q26 cash receipts down 66% on pcp

  • ReadCloud expects a negative uEBITDA contribution from Industry Training in FY26 of $400k - $600k

  • The Board does not anticipate a negative earnings contribution from Industry Training beyond FY26

Southern Solutions relative to other private training
providers based on the 2025 NCVER Survey - snapshot
Students across all private
training providers
Students at Southern
Solutions
Outperformance
Improved employment status after training 64.9% 84.1% +19.2%
Employed after training 78.0% 86.5% +8.5%
Likely to recommend the training provider 85.3% 94.6% +9.3%

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Outlook – Focus on Schools

ReadCloud’s school-based businesses are expected to:

  1. Grow revenue at 10-20%pa

  2. Control operating cost increases to less than 7%

  3. Add 60+ new school customers each year

  4. Retain 90% of school customers

  5. Generate $1m+ of uEBITDA in FY26

ReadCloud has scalable technology platforms for schools with controlled cost structures. By concentrating resources on core competencies in school-based learning, ReadCloud can deliver stronger, more predictable returns.

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Corporate Snapshot

Corporate Snapshot Corporate Snapshot
ASX Code: RCL
Share Price (18 February 2026) $0.082
Market capitalisation (@ 8.2 cents) $12.6m
Shares on issue 153.6m
Options on issue (unlisted) 6.1m
Current cash (18 February 2026) $1.9m
Board & Management Board & Management
Cristiano Nicolli Non-Executive Chairman
Paul Collins Non-Executive Director
Jonathan Isaacs Non-Executive Director
Lars Lindstrom Non-Executive Director (Founder)
Andrew Skelton Chief Executive Officer
Darren Hunter Chief Information Officer
Luke Murphy Chief Financial Officer & Co Sec
Substantial Shareholders Substantial Shareholders
Board and management shareholdings* 22.7%
ThorneyGroup* 12.2%
Microequities Asset Management 8.7%
Hunmar Holdings/Darren Hunter* 4.9%
Lars Lindstrom 4.8%
Cyan Investment Management 4.0%
Top20 65.2%
*Includes indirect holdings

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Disclaimer

This presentation has been prepared by ReadCloud Limited (“ReadCloud”), based on information available as at the date of this presentation. The information in this presentation is provided in summary form and does not contain all information necessary to make an investment decision.

This presentation does not constitute an offer, invitation, solicitation or recommendation with respect to the purchase or sale of any security in ReadCloud, nor does it constitute financial product advice or take into account any individual’s investment objectives, taxation situation, financial situation or needs. An investor must not act on the basis of any matter contained in this presentation but should make its own assessment of ReadCloud as part of its own investigations. Before making an investment decision, investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs, and seek legal, taxation and financial advice appropriate to their jurisdiction and circumstances. ReadCloud is not licensed to provide financial product advice in respect of ReadCloud securities or any other financial products.

Although reasonable care has been taken to ensure that the facts stated in this presentation are accurate and that the opinions expressed are fair and reasonable, no representation or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of the information, opinions and conclusions contained in this presentation. To the maximum extent permitted by law, neither ReadCloud, nor any of its officers, directors, employees and agents, nor any other person, accepts any responsibility and liability for the content of this presentation including, without limitation, any liability arising from fault or negligence, for any loss arising from the use of or reliance on any of the information contained in this presentation or otherwise arising in connection with it.

The information presented in this presentation is subject to change without notice and ReadCloud does not have any responsibility or obligation to inform you of any matter arising or coming to their notice, after the date of this presentation, which may affect any matter referred to in this presentation. Images are illustrative only.

The distribution of this presentation may be restricted by law and you should observe any such restrictions.

Forward looking statements

This presentation contains certain forward looking statements that are based on ReadCloud’s beliefs, assumptions and expectations and on information currently available to ReadCloud’s management. Such forward looking statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results or performance of ReadCloud to be materially different from the results or performance expressed or implied by such forward looking statements. Such forward looking statements are based on numerous assumptions regarding present and future business strategies and the political and economic environment in which they operate in the future, which are subject to change without notice. Past performance is not necessarily a guide to future performance and no representation or warranty is made as to the likelihood of achievement or reasonableness of any forward looking statements or other forecast. To the full extent permitted by law, ReadCloud and its directors, officers, employees, advisers, agents and intermediaries disclaim any obligation or undertaking to release any updates or revisions to information to reflect any change in any of the information contained in this presentation (including, but not limited to, any assumptions or expectations set out in the presentation).

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