READCLOUD LIMITED — Interim / Quarterly Report 2025

May 28, 2025

ReadCloud Limited Appendix 4D Half-year report

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1. Company details

Name of entity: ReadCloud Limited ABN: 44 136 815 891 Reporting period: For the half-year ended 31 March 2025 Previous period: For the half-year ended 31 March 2024

2. Results for announcement to the market

2. Results for announcement to the market
				$
Revenues from ordinary activities	Up	13%	To	9,155,730
Profit / (Loss) from ordinary activities after tax attributable to the Owners of	Up	214%	To	1,320,197
ReadCloud Limited
	Up	214%	To	1,320,197
Profit / (Loss) for the half-year attributable to the Owners of ReadCloud
Limited
Underlying EBITDA*	Up	73%	To	1,796,333

Dividends

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

Comments

The profit for the Group after providing for income tax amounted to $1,320,197 (31 March 2024: profit of $420,164). Underlying earnings before interest taxation, depreciation and amortisation (‘Underlying EBITDA’) was $1,796,333 (31 March 2024: $1,040,315). This is reconciled to the statutory result as follows:

Reported (statutory) net profit / (loss) after tax Add back: Depreciation and amortisation Share based payments Fair value movement contingent consideration Impairment of goodwill Net interest (revenue) / expense Income tax expense / (benefit) Underlying EBITDA*	Consolidated 31 March 2025 31 March 2024 $ $ 1,320,197 420,164 453,463 530,742 27,076 71,784 - (1,787,760) - 1,787,760 (4,403) 17,625 - - 1,796,333 1,040,315	Consolidated 31 March 2025 31 March 2024 $ $ 1,320,197 420,164 453,463 530,742 27,076 71,784 - (1,787,760) - 1,787,760 (4,403) 17,625 - - 1,796,333 1,040,315
		1,040,315

For further details on the results, refer to the Review of Operations within the Directors’ Report.

• EBITDA and Underlying EBITDA are non-statutory financial measures which are not prescribed by Australian Accounting Standards (AAS). They represent the profit under AAS adjusted for Interest, Tax, Depreciation and Amortisation and certain other specified items. The Directors consider that EBITDA and underlying EBITDA reflect core earnings of the entity consistent with internal reporting.

ReadCloud Limited Appendix 4D Half-year report

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3. Net tangible assets

Net tangible assets per ordinary security	Reporting period Previous period Cents Cents 1.21 0.80

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.

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.

ReadCloud Limited Appendix 4D Half-year report

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10. Audit qualification or review

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

The financial statements were subject to a review by the auditors and the review report is attached as part of the Half Year Report.

11. Attachments

Details of attachments (if any):

The Half Year Report of ReadCloud Limited for the half-year ended 31 March 2025 is attached.

12. Signed

Signed _________

Date: 28 May 2025

Cristiano Nicolli Chairman

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ReadCloud Limited

ABN 44 136 815 891

Half Year Report - 31 March 2025

ReadCloud Limited Contents 31 March 2025

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Corporate directory	2
Directors’ report	3
Auditor’s independence declaration	9
Consolidated statement of profit or loss and other comprehensive income	10
Consolidated statement of financial position	11
Consolidated statement of changes in equity	12
Consolidated statement of cash flows	13
Notes to the consolidated financial statements	14
Directors' declaration	22
Independent review report to the members of ReadCloud Limited	23

1

ReadCloud Limited Corporate Directory 31 March 2025

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Directors Mr Cristiano Nicolli (Non-Executive Chairman) Mr Jonathan Isaacs (Non-Executive Director) Mr Paul Collins (Non-Executive Director) Mr Lars Lindstrom (Executive Director) Company secretary Mr Luke Murphy Registered office Level 1, 126 Church Street Brighton VIC 3186 Phone: +61 3 9078 4833 Principal place of business Level 1, 126 Church Street Brighton VIC 3186 Phone: +61 3 9078 4833 Share register Boardroom Limited Level 8, 210 George Street Sydney NSW 2000 Phone: 1300 737 760; +61 2 9290 9600 Auditor PKF Melbourne Audit & Assurance Pty Ltd Level 15, 500 Bourke Street Melbourne VIC 3000 Phone: +61 9679 2361 Stock exchange listing ReadCloud Limited shares and options are listed on the Australian Securities Exchange (ASX code: RCL) Website www.readcloud.com

2

ReadCloud Limited Directors’ report 31 March 2025

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The Directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as 'ReadCloud' or the 'Group') consisting of ReadCloud Limited (referred to hereafter as the 'Company' or 'parent entity') and the entities it controlled at the end of, or during, the half-year ended 31 March 2025.

Directors

The following persons were Directors of ReadCloud Limited during the whole of the financial half-year and up to the date of this report, unless otherwise stated:

Mr Cristiano Nicolli	-	Non-Executive Chairman
Mr Jonathan Isaacs	-	Non-Executive Director
Mr Paul Collins	-	Non-Executive Director
Mr Lars Lindstrom	-	Executive Director
Mr Darren Hunter	-	Executive Director (until 12 February 2025) and Chief Information Officer

Principal activities

ReadCloud is a leading provider of eLearning software solutions and industry-based training, supporting schools and educational institutions in partnerships built on support and innovative, integrated resource platforms.

Through ReadCloud’s eReader platform, schools have access to dynamic, interactive digital content from leading publishers, right at their fingertips. Its extensive media-rich embedding options, cross-platform compatibility, enhanced annotations, and immersive reader transforms eBooks across all learning areas into powerful, collaborative experiences.

In Vocational Education and Training (‘VET’), ReadCloud operates in 2 categories. In VET-in-schools, ‘ReadCloudVET’ supports the delivery of over 50 qualifications to 15,000 learners across 3 specialist Registered Training Organisations (RTOs).

In industry training, Southern Solutions Training Services (‘Southern Solutions’) is an RTO that delivers flexible, blended training models in the workplace environment for 14 qualifications including in Early Childhood Education and Care, Business, Aged Care, Hospitality, Logistics and Real Estate.

Review of operations

Financial highlights for 1H25 include:

• 32% growth in VET-in-schools revenue to $3.84m

• 13% growth in consolidated Sales & Fee Revenue to $9.16m

• Gross margin maintained >90% in VET-in-schools

• Operating cost growth managed to 1% over pcp, unlocking operating leverage

• 214% increase in Statutory Profit to $1.32m

• 73% increase in underlying EBITDA to $1.80m

• $1.91m Operating Cashflow

• $3.54m cash as at 31 March 2025

Operating highlights for 1H25 include:

• 62 new school customers onboarded for the 2025 school year (up from 51 in 2024)

• Strong customer retention achieved by VET-in-schools (94%) and direct eBook Solutions (91%)

• Key metrics for VET-in-schools including school numbers and qualifications per school are trending upwards

• VET-in-schools on track to deliver FY25 gross margin >90%

• Strategic options for eBook Solutions business currently being evaluated to boost medium term growth

3

ReadCloud Limited Directors’ report 31 March 2025

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The Directors are pleased to report 13% organic growth in consolidated Sales & Fee Revenue to $9.16m (pcp $8.14m). Revenue growth has driven a 214% uplift in Statutory Profit and a 73% increase in underlying EBITDA to $1.80m (pcp $1.04m), highlighting the operating leverage in the business and favourable patterns in business mix. The Company remains debt free and is self-funded to pursue meaningful organic growth initiatives that leverage the ReadCloud technology platform in the education sector.

Vocational Education & Training segment

ReadCloudVET

VET-in-schools revenue grew 32% in 1H25 on pcp to $3.84m. Growth was entirely organic and multi-faceted, with contributing factors including:

• 94% School customer retention

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

• an increase in qualifications per retained School from 1.9 to 2.1

• 14% growth in qualifications (i.e. courses) delivered to 733

• ReadCloudVET’s premium offering translating to stronger price performance

• an increase in average customer value.

Industry Training

During FY24 Southern Solutions delivered 50% revenue growth. Southern Solutions consolidated a strong growth year in FY24 with 1H25 Sales and Fee revenue up 2% on pcp to $1.09m. Unlike the VET-in-schools business, Industry Training is directly impacted by the availability of State government funding which changes from year to year.

eBook Solutions

The Direct eBooks business grew Australian sales by 10% on pcp. 7 new school customers and 91% customer retention contributed to this growth. Average customer value also increased. The international channel contracted in 1H25, although the seasonality in international sales tends to favour the second half of the financial year ending on 30 September. The performance of the reseller channel was also subdued. The Company is assessing initiatives to rejuvenate the international and reseller channels with both capable of significant performance improvement. Overall eBook Solutions revenue grew 2% on pcp.

Outlook

Management remains focused on disciplined execution that unlocks operating leverage. A pattern of revenue growing meaningfully faster than costs has been established and is expected to continue. VET-in-schools growth has exceeded our expectations in 2025 and pre-sales for 2026 are encouraging.

ReadCloud is working closely with customers and a deeper engagement with the market is informing the Board’s analysis of how growth can be optimised. For example, the Company is investigating and comparing the potential impact of accelerating the eBooks business via:

• an additional distribution channel

• increasing sales efforts in the international market

• introducing sales efforts in the primary school sector

• expanding sales efforts in States beyond the traditionally strong Queensland market.

4

ReadCloud Limited Directors’ report 31 March 2025

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In summary, ReadCloud’s:

• School customers are resilient

• Lead indicators are positive

• Organic growth is anticipated to continue

• Retention Rates and Average Customer Value are strengthening

• Unit economics are strong

• Operating leverage is flowing through to the bottom line

Recent government policy changes in NSW and Victoria will negatively affect Southern Solutions’ 2H25 revenue and impact the Group’s ability to generate 15% organic revenue growth in FY25. ReadCloud’s VET-in-Schools and eBooks businesses (c88% of total revenue in 1H FY25) remain on track to deliver to ReadCloud’s stated baseline growth target of 15% in FY25 (with revenue typically weighted towards the first half of ReadCloud’s financial year).

The large addressable markets in school-based education continue to benefit from multiple tailwinds, including the migration to online education and broad-based recognition of skills shortages and the importance of vocational training. Engagement with market participants in the International Schools sector during May has highlighted significant opportunity for eBooks growth alongside the continuing momentum in VET-in-schools. ReadCloud is firmly positioned to capitalise on these opportunities with strong product-market fit, consistently positive operating cashflow and a strong balance sheet.

.

5

ReadCloud Limited Directors’ report 31 March 2025

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Reported result

The Group recorded a 1H25 consolidated Underlying EBITDA* of $1.80m versus $1.04m for the prior corresponding period (1H24) and a 1H25 consolidated statutory profit after tax of $1.32m (1H24: profit of $0.42m).

Underlying EBITDA* is reconciled to the statutory profit as detailed below. This reconciliation adds back the effect of certain non-operating and non-recurring items which would not ordinarily relate to the Group’s underlying performance. For 1H25 the only add back is share based payments.

Sales & fee revenue Less publisher and bookseller fees Less trainer costs Margin after publisher and bookseller fees Add: Other income Less operating expenses: Advertising & marketing Computer software Employment expenses Legal & compliance Office expenses Professional services expenses Telephone, internet & data hosting Travel expenses Other expenses Finance costs Add net interest expense / (revenue) Underlying EBITDA Add: Fair value movement in contingent consideration Net interest revenue / (expense) Income tax benefit Less: Depreciation and amortisation Impairment of goodwill Share based payments Statutory net profit / (loss) after tax*	Consolidated 31 March 2025 31 March 2024 $ $ 9,155,730 8,136,447 (3,632,947) (3,503,220) (580,365) (517,243) 4,942,418 4,115,984 135,862 171,954 (73,010) (23,540) (85,352) (88,576) (2,537,169) (2,611,853) (56,459) (48,786) (26,048) (26,011) (215,407) (208,650) (47,268) (52,044) (52,342) (32,924) (182,276) (143,306) (3,275,331) (3,235,690) (2,213) (29,558) (4,403) 17,625 1,796,333 1,040,315 - 1,787,760 4,403 (17,625) - - (453,463) (530,742) - (1,787,760) (27,076) (71,784) 1,320,197 420,164	Consolidated 31 March 2025 31 March 2024 $ $ 9,155,730 8,136,447 (3,632,947) (3,503,220) (580,365) (517,243) 4,942,418 4,115,984 135,862 171,954 (73,010) (23,540) (85,352) (88,576) (2,537,169) (2,611,853) (56,459) (48,786) (26,048) (26,011) (215,407) (208,650) (47,268) (52,044) (52,342) (32,924) (182,276) (143,306) (3,275,331) (3,235,690) (2,213) (29,558) (4,403) 17,625 1,796,333 1,040,315 - 1,787,760 4,403 (17,625) - - (453,463) (530,742) - (1,787,760) (27,076) (71,784) 1,320,197 420,164
		4,115,984 171,954 (23,540) (88,576) (2,611,853) (48,786) (26,011) (208,650) (52,044) (32,924) (143,306)
		(3,235,690) (29,558) 17,625
		1,040,315 1,787,760 (17,625) - (530,742) (1,787,760) (71,784)
		420,164

* EBITDA and underlying EBITDA are non-statutory financial measures which are not prescribed by Australian Accounting Standards (AAS). They represent the profit under AAS adjusted for Interest, Tax, Depreciation and Amortisation and certain other specified items. The Directors consider that EBITDA and underlying EBITDA reflect core earnings of the entity consistent with internal reporting.

Material revenues and expenses included in the statutory net profit after tax for 1H25 are discussed below.

6

ReadCloud Limited Directors’ report 31 March 2025

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Revenue and gross margins

Revenue

ReadCloud achieved a 13% ($1.02m) increase in 1H25 consolidated Sales & fee revenue to $9.16m (pcp $8.14m), reflecting:

• 32% growth in sales & fee revenue for the VET-in-schools business to $3.84m (pcp $2.91m)

• 2% sales and fee revenue growth for the Southern Solutions business to $1.09m (pcp $1.07m)

• 24% growth in combined Vocational Education and Training (“VET”) segment revenue to $4.93m (pcp $3.98m)

• 10% growth in domestic Direct customer eBook Solutions sales and fee revenue to $3.88m (pcp $3.53m) driven by strong retention of existing customers and new schools wins for the 2025 school year. This was partially offset by declines in international eBook sales and lower margin Reseller channel revenue (overall eBook Solutions revenue grew 2% over pcp).

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Gross margins

ReadCloud achieved a 20% increase in consolidated gross profit for 1H25, rising by $0.83m to $4.94m (1H24: $4.12 million). This growth was primarily driven by a 34% increase in gross profit from its high-margin VET-inschools business, supported by 32% growth in sales and fee revenue in that business. Gross profit is calculated as sales and fee revenue less direct costs, which mainly include publisher and bookseller fees and trainer costs. 1H25 Gross profit performance in the eBook Solutions and industry training businesses was broadly consistent with pcp.

Operating expenses

Operating expenses are stable at $3.28m in 1H25, up just $0.04m on pcp, reflecting disciplined cost control. This stability consolidates the cost-out initiatives implemented in FY24, which delivered a 6% reduction in Operating expenses for that year.

Significant operating expenses are discussed below.

Advertising and marketing

Advertising and marketing expenses were $0.07m (pcp $0.02m) as the business gears up to act on its growing confidence in its product offerings and competitive positioning.

7

ReadCloud Limited Directors’ report 31 March 2025

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Employment expenses

Employment expenses decreased by 2.9% to $2.54m (1H24: $2.61m) largely reflecting restructuring measures that took effect in 2H24.

Professional services expenses

Professional services expenses were consistent with pcp (1H25 $0.22m versus pcp $0.21m) with the main components including:

• audit fees;

• company secretarial fees;

• contract administration costs;

• contractor costs incurred in the development of learning and assessment resources for the VET segment;

• • share registry costs;

• investor relations consultants; and

• tax consulting fees.

Other expenses

Other expenses were $0.18m (pcp $0.14m), with the main components including insurance, staff training & development and VET curriculum purchases.

Significant changes in the state of affairs

There were no significant changes in the state of affairs of the consolidated entity during the financial half-year.

Matters subsequent to the end of the financial half-year

No matter or circumstance has arisen since 31 March 2025 that has significantly affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years.

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.

This report is made in accordance with a resolution of Directors, pursuant to section 306(3)(a) of the Corporations Act 2001.

On behalf of the Directors

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_________ Cristiano Nicolli Chairman

28 May 2025

8

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PKF Melbourne Audit & Assurance Pty Ltd ABN 75 600 749 184 Level 15, 500 Bourke Street Melbourne, Victoria 3000 T: +61 3 9679 2222 F: +61 3 9679 2288 info@pkf.com.au pkf.com.au

Auditor’s Independence Declaration to the Directors of ReadCloud Limited

In relation to our review of the financial report of ReadCloud Limited for the half-year ended 31 March 2025, I declare to the best of my knowledge and belief, there have been:

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

(b) no contraventions of any applicable code of professional conduct in relation to the review. This declaration is made in respect of ReadCloud Limited and the entities it controlled during the financial period.

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PKF Melbourne, 28 May 2025

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Kaitlynn Brady Partner

PKF Melbourne Audit & Assurance Pty Ltd is a member of PKF Global, the network of member firms of PKF International Limited, each of which is a separately owned legal entity and does not accept any responsibility or liability for the actions or inactions of any individual member or correspondent firm(s). Liability limited by a scheme approved under Professional Standards Legislation.

ReadCloud Limited

Consolidated statement of profit or loss and other comprehensive income For the half-year ended 31 March 2025

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Note Revenue and other income Sales & fee revenue 4 Other income 4 Total revenue and other income Expenses Advertising & marketing Computer software Depreciation and amortisation Employment expenses Fair value movement of contingent consideration Impairment of goodwill Legal & compliance Office expenses Professional services expenses Publisher and bookseller fees expense Share based payments Telephone, internet & data hosting Trainer costs Travel expenses Other expenses Finance costs Profit/(Loss) before income tax expense/(benefit) Income tax expense/(benefit) Profit/(Loss) after income tax expense/(benefit) for the half-year attributable to the Owners of ReadCloud Limited Other comprehensive income for the half-year, net of tax Total comprehensive profit/(loss) for the half-year attributable to the Owners of ReadCloud Limited Basic earnings / (loss) per share 12 Diluted earnings / (loss) per share 12	Consolidated 31 March 2025 $ 31 March 2024 $ 9,155,730 8,136,447 135,862 171,954 9,291,592 8,308,401 73,010 23,540 85,352 88,576 453,463 530,742 2,537,169 2,611,853 - (1,787,760) - 1,787,760 56,459 48,786 26,048 26,011 215,407 208,650 3,632,947 3,503,220 27,076 71,784 47,268 52,044 580,365 517,243 52,342 32,924 182,276 143,306 2,213 29,558 1,320,197 420,164 - - 1,320,197 420,164 - - 1,320,197 420,164 Cents Cents 0.89 0.29 0.89 0.29	Consolidated 31 March 2025 $ 31 March 2024 $ 9,155,730 8,136,447 135,862 171,954 9,291,592 8,308,401 73,010 23,540 85,352 88,576 453,463 530,742 2,537,169 2,611,853 - (1,787,760) - 1,787,760 56,459 48,786 26,048 26,011 215,407 208,650 3,632,947 3,503,220 27,076 71,784 47,268 52,044 580,365 517,243 52,342 32,924 182,276 143,306 2,213 29,558 1,320,197 420,164 - - 1,320,197 420,164 - - 1,320,197 420,164 Cents Cents 0.89 0.29 0.89 0.29
		8,308,401 23,540 88,576 530,742 2,611,853 (1,787,760) 1,787,760 48,786 26,011 208,650 3,503,220 71,784 52,044 517,243 32,924 143,306 29,558
		420,164 -
		420,164 - 420,164
		Cents 0.29 0.29

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

10

ReadCloud Limited Consolidated statement of financial position As at 31 March 2025

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Note Assets Current assets Cash and cash equivalents Trade and other receivables 5 Prepayments Total current assets Non-current assets Non-current deposits Property, plant & equipment Intangible assets 6 Right-of-use assets 7 Total non-current assets Total assets Liabilities Current liabilities Trade and other payables 8 Provision for employee entitlements 9 Contract liabilities 10 Lease liabilities 7 Total current liabilities Non-current liabilities Provision for employee entitlements 9 Lease liabilities 7 Deferred tax liability Total non-current liabilities Total liabilities Net assets Equity Contributed equity 11 Reserves Accumulated losses Total equity	Consolidated 31 March 2025 $ 30 September 2024 $ 3,538,540 1,431,178 3,975,609 977,406 140,920 115,280 7,655,069 2,523,864 36,300 - 41,686 39,929 8,525,038 8,700,202 236,008 69,452 8,839,032 8,809,583 16,494,101 11,333,447 3,583,637 1,119,228 288,258 309,923 1,610,540 823,126 134,333 91,767 5,616,768 2,344,044 135,369 194,362 114,355 - 14,663 14,663 264,387 209,025 5,881,155 2,553,069 10,612,946 8,780,378 20,240,240 19,754,944 451,544 424,468 (10,078,838) (11,399,034) 10,612,946 8,780,378	Consolidated 31 March 2025 $ 30 September 2024 $ 3,538,540 1,431,178 3,975,609 977,406 140,920 115,280 7,655,069 2,523,864 36,300 - 41,686 39,929 8,525,038 8,700,202 236,008 69,452 8,839,032 8,809,583 16,494,101 11,333,447 3,583,637 1,119,228 288,258 309,923 1,610,540 823,126 134,333 91,767 5,616,768 2,344,044 135,369 194,362 114,355 - 14,663 14,663 264,387 209,025 5,881,155 2,553,069 10,612,946 8,780,378 20,240,240 19,754,944 451,544 424,468 (10,078,838) (11,399,034) 10,612,946 8,780,378
		2,523,864
		- 39,929 8,700,202 69,452
		8,809,583
		11,333,447
		1,119,228 309,923 823,126 91,767
		2,344,044
		194,362 - 14,663
		209,025
		2,553,069
		8,780,378
		19,754,944 424,468 (11,399,034)
		8,780,378

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

11

ReadCloud Limited

Consolidated statement of changes in equity For the half-year ended 31 March 2025

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Consolidated Balance at 1 October 2023 Profit after income tax expense/(benefit) for the half-year Other comprehensive income for the half-year, net of tax Total comprehensive income for the half-year Transactions with Owners in their capacity as Owners: Share-based payments Lapse of options Balance at 31 March 2024 Consolidated Balance at 1 October 2024 Profit after income tax expense/(benefit) for the half-year Other comprehensive income for the half-year, net of tax Total comprehensive income for the half-year Transactions with Owners in their capacity as Owners: Exercise of RCLAU unlisted options (net of transaction costs) Share-based payments Lapse of options Balance at 31 March 2025	Issued capital $ 19,754,944 - -	Share-based payment reserve $ 331,963 - -	Accumulated losses $ (10,415,985) 420,164 - 420,164 - 32,731 (9,963,090) Accumulated losses $ (11,399,034) 1,320,197 - 1,320,197 - - - (10,078,837)	Total equity $ 9,670,922 420,164 -
	- - -	- 71,784 (32,731)		420,164 71,784 -
	19,754,944	371,016		10,162,870
	Issued capital $ 19,754,944 - -	Share-based payment reserve $ 424,468 - -		Total equity $ 8,780,378 1,320,197 -
	- 485,296 - -	- - 27,076 -		1,320,197 485,296 27,076 -
	20,240,240	451,544		10,612,946

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

12

ReadCloud Limited Consolidated statement of cash flows For the half-year ended 31 March 2025

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Note Cash flows from operating activities Receipts from customers Payments to suppliers and employees Research and development tax incentive refund Interest income Income tax refund Net cash received from operating activities Cash flows from investing activities Payments for property, plant and equipment Payments for software development 6 Purchase of intellectual property materials 6 Net cash used in investing activities Cash flows from financing activities Repayment of lease liabilities 7 Interest paid on lease liabilities 7 Proceeds from issue of shares Share issue transaction costs Repayment of borrowings Net cash from / (used in) financing activities Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the financial half-year Cash and cash equivalents at the end of the financial half-year	Consolidated 31 March 2025 $ 31 March 2024 $ 6,863,145 7,166,721 (5,287,479) (5,784,445) 331,689 333,039 7,096 11,933 - 11,729 1,914,451 1,738,977 (16,044) (8,347) (204,955) (261,595) - (10,372) (220,999) (280,314) (68,881) (63,474) (2,505) (5,078) 496,629 - (11,333) - - - 413,910 (68,552) 2,107,362 1,390,111 1,431,178 1,709,430 3,538,540 3,099,541	Consolidated 31 March 2025 $ 31 March 2024 $ 6,863,145 7,166,721 (5,287,479) (5,784,445) 331,689 333,039 7,096 11,933 - 11,729 1,914,451 1,738,977 (16,044) (8,347) (204,955) (261,595) - (10,372) (220,999) (280,314) (68,881) (63,474) (2,505) (5,078) 496,629 - (11,333) - - - 413,910 (68,552) 2,107,362 1,390,111 1,431,178 1,709,430 3,538,540 3,099,541
		1,738,977 (8,347) (261,595) (10,372)
		(280,314)
		(63,474) (5,078) - - -
		(68,552)
		1,390,111 1,709,430
		3,099,541

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

13

ReadCloud Limited Notes to the consolidated financial statements For the half-year ended 31 March 2025

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Note 1. Basis of preparation and significant accounting policies

The financial statements cover ReadCloud Limited as a consolidated entity (‘the Group’) consisting of ReadCloud Limited and the entities it controlled at the end of, or during, the half-year. The financial statements are presented in Australian dollars, which is the Group’s functional and presentation currency. ReadCloud Limited is a listed public company limited by shares, incorporated and domiciled in Australia.

A description of the nature of the Group’s operations and its principal activities are included in the directors' report, which is not part of the financial statements.

The financial statements were authorised for issue, in accordance with a resolution of directors, on 28 May 2025.

These general-purpose financial statements for the half-year reporting period ended 31 March 2025 have been prepared in accordance with Australian Accounting Standard AASB 134 'Interim Financial Reporting' and the Corporations Act 2001, as appropriate for for-profit oriented entities. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 'Interim Financial Reporting'.

These financial statements do not include all the notes of the type normally included in annual financial statements. Accordingly, these financial statements are to be read in conjunction with the annual report for the year ended 30 September 2024 and any public announcements made by the Company during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.

The material accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, unless otherwise stated.

New or amended Accounting Standards and Interpretations adopted

The Group 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. This has not resulted in any material impacts to the financial statements.

Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. This is not anticipated to result in any material impacts to the financial statements.

Note 2. 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. The key judgements and estimates used by Management in applying the Group’s policies for the period have been updated to reflect the latest information available. Those judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities are discussed below.

Capitalised software development costs

The Group capitalises software development costs associated with the ReadCloud platform, based on management’s judgement that technological and economic feasibility is confirmed. In determining the amounts to be capitalised, management makes assumptions regarding the expected future cash generation of the project and the expected period of benefits.

Impairment of non-financial assets

The Group tests goodwill annually for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired. Other non-financial assets are assessed at each reporting date by evaluating conditions specific to the Group and to the particular asset that may indicate an impairment trigger. Resultant testing requires the recoverable amount of the asset or cash-generating unit, as relevant, to be 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

Judgement is required in determining amounts impacting the provision for income tax, such as in relation to entitlements to access R&D offset as of the interim reporting date. Liabilities are determined on the Group's current understanding of the tax law.

14

ReadCloud Limited Notes to the consolidated financial statements For the half-year ended 31 March 2025

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Note 2. Critical accounting judgements, estimates and assumptions (continued)

Share-based payments

The grant date fair value of share-based payments is recognised as an expense with a corresponding increase in equity, over the period that the recipients unconditionally become entitled to the awards. The Group follows the guidelines of AASB 2 Share-based payment and takes into account all performance conditions in estimating the probability and expected timing of achieving these performance conditions. Accordingly, the expense recognized over the vesting period may vary based upon information available and estimates made at each reporting period, until the expiry of the vesting period.

Estimation of useful lives of assets

The Group 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.

Note 3. Operating segments

Segment information is based on the information that management uses to make decisions about operating matters and allows users to review operations through the eyes of management. Operating segments represent the information reported to the chief operating decision makers (CODM), being the executive management team, for the purposes of resource allocation and assessment of segment performance. The Group’s reportable segments under AASB 8 are as follows:

• the provision of eBook solutions to schools; and

• the provision of Vocational Education and Training courses and services.

Cyclical nature of the Group’s business

Each segment has a different revenue profile. For the eBook solutions segment revenue from eBook sales is recognised at the time of eBook purchases by schools, with the majority of eBook sales occurring in the months of December through February (just prior to and immediately following the commencement of the Australian school year).

For the Vocational Education and Training business, the Group receives:

• auspicing fees for the provision of services to secondary schools that enables these schools to offer their students nationally accredited VET courses under the auspices of one of the Group’s Registered Training Organisation (“RTO”) licences; and

• training fees for the delivery of nationally accredited post-secondary school training.

Revenue is earned in line with the provision of services provided.

The trade receivables and payables profiles are impacted by the cyclical nature of the Group’s business, when viewed from the half-year and year-end perspectives.

Consistent with information presented for internal management reporting purposes, segment performance is measured by underlying EBITDA contribution, where underlying EBITDA (a non-statutory financial measure not prescribed by Australian Accounting Standards – “AAS”) represents the profit under AAS adjusted for Interest, Tax, Depreciation and Amortisation and certain other specified items.

15

ReadCloud Limited Notes to the consolidated financial statements For the half-year ended 31 March 2025

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Note 3. Operating segments (continued)

Consolidated – 31 March 2024

Consolidated – 31 March 2024
	eBook solutions	Vocational	Unallocated
		Education and	public company
		Training	costs	Total
	$	$	$	$
Sales & fee revenue	4,159,783	3,976,664	-	8,136,447
Other income	171,215	739	-	171,954
Total revenue	4,330,998	3,977,403	-	8,308,401
Underlying EBITDA	133,421	1,113,809	(206,915)	1,040,315
Depreciation and amortisation	(399,724)	(131,018)	-	(530,742)
Share based payments	(38,228)	(33,556)	-	(71,784)
Fair value movement of contingent	-	1,787,760	-	1,787,760
consideration
Impairment of goodwill	-	(1,787,760)	-	(1,787,760)
Net interest revenue / (expense)	(18,364)	739	-	(17,625)
Reported (statutory) net profit after tax	(322,895)	949,974	(206,915)	420,164
Total segment assets	5,314,958	9,586,849	-	14,901,807
Total segment liabilities	(2,781,945)	(1,956,992)	-	(4,738,937)

Consolidated – 31 March 2025

	eBook solutions	Vocational	Unallocated
		Education and	public company
		Training	costs	Total
	$	$	$	$
Sales & fee revenue	4,226,626	4,929,104	-	9,155,730
Other income	135,119	743	-	135,862
Total revenue	4,361,745	4,929,847	-	9,291,592
Underlying EBITDA	173,916	1,850,474	(228,057)	1,796,333
Depreciation and amortisation	(412,201)	(41,262)	-	(453,463)
Share based payments	(12,700)	(14,376)	-	(27,076)
Net interest revenue / (expense)	3,660	743	-	4,403
Reported (statutory) net profit after tax	(247,325)	1,795,579	(228,057)	1,320,197
Total segment assets	6,432,648	10,061,453	-	16,494,101
Total segment liabilities	(3,599,514)	(2,281,641)	-	(5,881,155)

16

ReadCloud Limited Notes to the consolidated financial statements For the half-year ended 31 March 2025

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Note 4. Revenue and other income

	Consolidated	Consolidated
	31 March	31 March
	2025	2024
	$	$
Sales & fee revenue
eBook sales	3,981,345	3,863,261
Software licence fees	254,236	312,911
Auspicing fees	3,566,000	2,774,890
Training fees	1,288,009	1,140,970
Sales & fees - other	66,140	44,415
	9,155,730	8,136,447
Other income
Government grants – R&D tax incentive	129,246	160,021
Interest	6,616	11,933
Other revenue	-	-
	135,862	171,954
Revenue and other income	9,291,592	8,308,401
The Group’s total sales revenue is recognised according to the following timing:
	Consolidated
	31 March	31 March
	2025	2024
	$	$
Goods transferred at a point in time	4,047,485	3,907,676
Services transferred over time	5,108,245	4,228,771
	9,155,730	8,136,447
Note 5. Current assets - trade and other receivables
	Consolidated
	31 March	30 September
	2025	2024
	$	$
Trade receivables	2,433,090	638,181
Less provision for doubtful debts	-	(28,764)
	2,433,090	609,417
Accrued revenue	1,413,273	-
R&D tax incentive receivable	129,246	331,689
Deposits	-	36,300
	3,975,609	977,406

The Group’s total sales revenue is recognised according to the following timing:

Note 5. Current assets - trade and other receivables

17

ReadCloud Limited Notes to the consolidated financial statements For the half-year ended 31 March 2025

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Note 6. Non-current assets – intangible assets

			Consolidated	Consolidated	Consolidated
			31 March 30	September
			2025		2024
			$		$
Goodwill			8,449,045		8,449,045
Less: Impairment			(1,787,760)	(1,787,760)
			6,661,285		6,661,285
Software			6,159,085		5,954,130
Less: Accumulated amortisation			(4,346,600)	(4,031,535)
			1,812,485		1,922,595
Registered Training Organisation Licence			200,000		200,000
Less: Accumulated amortisation			(185,897)		(173,139)
			14,103		26,861
Intellectual property in Vocational Education & Training		course materials	779,593		779,593
Less: Accumulated amortisation			(742,428)		(690,132)
			37,165		89,461
Total			8,525,038		8,700,202
Reconciliation
			Registered Intellectual
			Training property
	Software at	Organisation in course
	cost	Goodwill	licence materials		Total
Consolidated	$	$	$ $		$
Balance at 1 October 2024	1,922,595	6,661,285	26,861 89,461		8,700,202
Additions	204,955	-	-	-	204,955
Amortisation expense	(315,065)	-	(12,758) (52,296)		(380,119)
Balance at 31 March 2025	1,812,485	6,661,285	14,103 37,165		8,525,038

18

ReadCloud Limited Notes to the consolidated financial statements For the half-year ended 31 March 2025

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Note 7. Leases

A. Expenses

Expenses from transactions not recognised as leases:

Rental expense relating to leases of low-value assets

• B. Cash flows

Total cash outflow for leases

Consolidated 31 March 30 March 2025 2024 $ $ - - Consolidated 31 March 31 March 2025 2024 $ $ 71,386 68,552

• C. Right-of-use assets

Right-of-use assets – at cost Less: Accumulated depreciation

Reconciliation

Opening balance at 1 October 2024 Adjustment - Lease Extended Depreciation charge

Balance at 31 March 2025

Consolidated 31 March 30 September 2025 2024 $ $ 582,791 357,179 (346,783) (287,727) 236,008 69,452 69,452 225,612 (59,056) 236,008

• D. Lease liabilities

Current Non-current

Consolidated 31 March 30 September 2025 2024 $ $ 134,333 91,767 114,355 - 248,688 91,767

19

ReadCloud Limited Notes to the consolidated financial statements For the half-year ended 31 March 2025

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Note 7. Leases (continued)

Additional information

As at 31 March 2025 the Company had only one property lease in place, being for its Head Office located at Level 1, 126 Church Street Brighton VIC 3186. A new lease agreement was signed prior to this date, extending the original lease term by an additional 24 months, from 30 April 2025 to 30 April 2027. As a result, the right-of-use asset and corresponding lease liabilities have been remeasured.

For the purpose of calculating unavoidable future lease payments only the current term of this property lease has been considered on the basis that there is no installed critical infrastructure at this location and therefore the property is viewed as readily replaceable.

Weighted average lease term

The average unavoidable property lease term, weighted by the outstanding lease liability as 31 March 2025 is 3.08 years (30 September 2024: 0.58 years).

Note 8. Current liabilities - trade and other payables

Trade payables Accrued expenses GST payable / (receivable) Other payables	Consolidated 31 March 2025 30 September 2024 $ $ 2,047,772 278,439 1,213,592 696,085 95,827 (43,661) 226,446 188,365 3,583,637 1,119,228

Note 9. Employee entitlements

Annual leave (current) Long service leave (current) Long service leave (non-current) Note 10. Current liabilities – Contract liabilities Unearned revenue - software Unearned revenue - distribution agreement Unearned revenue – auspicing fees	Consolidated 31 March 2025 30 September 2024 $ $ 194,807 291,268 93,451 18,655 288,258 309,923 135,369 194,362 Consolidated 31 March 2025 30 September 2024 $ $ 8,485 21,120 - 100,000 1,602,055 702,006 1,610,540 823,126

Note 10. Current liabilities – Contract liabilities

20

ReadCloud Limited Notes to the consolidated financial statements For the half-year ended 31 March 2025

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Note 11. Equity - contributed equity

Consolidated 31 March 2025 30 September 2024 31 March 2025 30 September 2024 Shares Shares $ $ Ordinary shares - fully paid 152,599,355 146,204,505 20,240,240 19,754,944 Movements in ordinary share capital Details Date Shares Issue price $ Balance 30 September 2024 146,204,505 19,754,944 Movements Conversion of share rights 15 November 2024 1,428,571 $0.00 - Exercise of 1,111,129 RCLAU unlisted options 19 February 2025 1,111,129 $0.10 111,113 Exercise of 685,067 RCLAU unlisted options 27 February 2025 685,067 $0.10 68,508 Exercise of 3,169,056 RCLAU unlisted options 3 March 2025 3,169,056 $0.10 316,906 Exercise of 1,027 RCLAU unlisted options 4 March 2025 1,027 $0.10 103 Share issue transaction costs (11,334) Balance 31 March 2025 152,599,355 20,240,240 Share buy-back There is no current on-market share buy-back.	31 March 2025 Shares 152,599,355	Consolidated 30 September 2024 31 March 2025 30 September 2024 Shares $ $ 146,204,505 20,240,240 19,754,944	Consolidated 30 September 2024 31 March 2025 30 September 2024 Shares $ $ 146,204,505 20,240,240 19,754,944	Consolidated 30 September 2024 31 March 2025 30 September 2024 Shares $ $ 146,204,505 20,240,240 19,754,944
			Shares Issue price 146,204,505 1,428,571 $0.00 1,111,129 $0.10 685,067 $0.10 3,169,056 $0.10 1,027 $0.10 152,599,355	$ 19,754,944 - 111,113 68,508 316,906 103 (11,334) 20,240,240

Note 12. Earnings per share

Profit/(Loss) after income tax attributable to the Owners of ReadCloud Limited Weighted average number of ordinary shares used in calculating basic earnings per share Weighted average number of ordinary shares used in calculating diluted earnings per share Basic earnings / (loss) per share Diluted earnings / (loss) per share	Consolidated 31 March 2025 31 March 2024 $ $ 1,320,197 420,164 Number Number 148,134,971 146,204,505 148,134,971 146,204,505 Cents Cents 0.89 0.29 0.89 0.29	Consolidated 31 March 2025 31 March 2024 $ $ 1,320,197 420,164 Number Number 148,134,971 146,204,505 148,134,971 146,204,505 Cents Cents 0.89 0.29 0.89 0.29
	Number 148,134,971 148,134,971 Cents 0.89 0.89
		146,204,505
		Cents 0.29 0.29

Note 13. Events after the reporting period

No matter or circumstance has arisen since 31 March 2025 that has significantly affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years.

21

ReadCloud Limited Directors’ declaration 31 March 2025

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In the Directors' opinion:

• the attached financial statements and notes comply with the Corporations Act 2001, Australian Accounting Standard AASB 134 'Interim Financial Reporting', the Corporations Regulations 2001 and other mandatory professional reporting requirements;

• the attached financial statements and notes give a true and fair view of the Group's financial position as at 31 March 2025 and of its performance for the financial half-year ended on that date; and

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

Signed in accordance with a resolution of Directors made pursuant to section 303(5)(a) of the Corporations Act 2001.

On behalf of the Directors

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_________ Cristiano Nicolli Chairman

28 May 2025

22

PKF Melbourne Audit & Assurance Pty Ltd ABN 75 600 749 184 Level 15, 500 Bourke Street Melbourne, Victoria 3000 T: +61 3 9679 2222 F: +61 3 9679 2288 info@pkf.com.au pkf.com.au

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INDEPENDENT AUDITOR’S REVIEW REPORT TO THE MEMBERS OF READCLOUD LIMITED

Report on the Half-Year Financial Report

Conclusion

We have reviewed the half-year financial report of ReadCloud Limited (the Company) and its subsidiaries (collectively the Group), which comprises the consolidated statement of financial position as at 31 March 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 half-year ended on that date, a statement of accounting policies, other selected explanatory notes, and the directors’ declaration.

Based on our review, which is not an audit, nothing has come to our attention that causes us to believe that the accompanying half-year financial report of ReadCloud Limited is not in accordance with the Corporations Act 2001 including:

• (a) giving a true and fair view of the Group’s financial position as at 31 March 2025 and of its performance for the half-year ended on that date; and

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

Basis for conclusion

We conducted our review in accordance with ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity (ASRE 2410). Our responsibilities are further described in the Auditor’s responsibilities for the review of the half-year 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 (including Independence Standards) (the Code) that are relevant to our audit of the annual financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

Responsibilities of the Directors for the half-year financial report

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

PKF Melbourne Audit & Assurance Pty Ltd is a member of PKF Global, the network of member firms of PKF International Limited, each of which is a separately owned legal entity and does not accept any responsibility or liability for the actions or inactions of any individual member or correspondent firm(s). Liability limited by a scheme approved under Professional Standards Legislation.

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Auditor’s Responsibility for the review of the half-Year financial report

Our responsibility is to express a conclusion on the half-year financial report based on our review. ASRE 2410 requires us to conclude whether we have become aware of any matter that causes us to believe that the half-year financial report is not in accordance with the Corporations Act 2001 including giving a true and fair view of the Group’s financial position as at 31 March 2025 and its performance for the half-year ended on that date, and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001.

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

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PKF Melbourne, 28 May 2025

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Kaitlynn Brady Partner