TEMPLE & WEBSTER GROUP LTD - Annual Report 2025

ABN 69 608 595 660

Appendix 4E Final report

==> picture [109 x 36] intentionally omitted <==

Financial year ended 30 June 2025

Results for announcement to the market

	2025	2024
Annual change	$’000	$’000	Change
Revenues from ordinary activities	600,719	497,841	20.7%
Proft before tax for the year attributable to the owners of Temple & Webster Group Ltd	14,839	6,358	133.4%
Proft from ordinary activities after tax attributable to the owners of Temple & Webster Group Ltd	11,302	1,786	532.8%
Proft after tax for the year attributable to the owners of Temple & Webster Group Ltd	11,302	1,786	532.8%

In FY25, the Group achieved revenue of $600.7 million and a profit before tax of $14.8 million (the Group recommends using profit before tax as opposed to profit after tax due to timing of how certain expenses are recognised for tax purposes).

The increase in FY25 profit before tax is driven by higher revenue and increased market share, disciplined cost management resulting in lower operating expenses as a percentage of revenue, and the absence of one-off costs that were incurred last year (a fair value adjustment of convertible notes and an impairment of the investment in an associate). FY25 EBITDA of $18.8 million was an increase of 43.2% on FY24, and represented an EBITDA margin of 3.1%.

Earnings before interest, tax, depreciation and amortisation (‘EBITDA’) is a non-IFRS measure and is the primary reporting measure used by the Chief Operating Decision-Making bodies, being the Chief Executive Officer and the Board of Directors, for the purpose of assessing the performance of the Group.

Appendix 4E continued

The below table presents a reconciliation of EBITDA to statutory profit before tax.

	Consolidated
	2025 $’000 2024 $’000
Proft before tax Adjustments Add: Depreciation and amortisation Add: Interest on lease liabilities Less: Interest income	14,839 6,358 8,360 5,830 1,266 1,207 (5,674) (4,964)
EBITDA One-of costs Add: Impairment of investment in associate1 Add: Convertible notes fair value adjustment1	18,791 8,431 – 1,665 – 3,024
EBITDA (pre-one-of costs)	18,791 13,120

One-off costs resulting from a write-down of the Group’s investment in Renovai, Inc.

Please see the Group’s FY25 results presentation lodged with the ASX on 14 August 2025 for more information.

There were no dividends paid, recommended or declared during the current financial year. The Group did not have a dividend reinvestment plan in place in the current financial year.

The net tangible assets per ordinary share amount is calculated based on 118,789,993 ordinary shares on issue as at 30 June 2025 and 118,570,156 on issue as at 30 June 2024 and is set out below:

	2025	2024
	Cents2	Cents2
Net tangible assets per ordinary security	98.28	64.96

Consistent with the Australian Securities & Investments Commission interpretation, the Right-of-use assets (AASB 16) and Right-of-return assets (AASB 15) are intangible assets, and therefore have been excluded from Net tangible assets.

The Group holds 33% of shares in an associate, Renovai, Inc which has been fully impaired.

For more detailed information please refer to the attached financial report.

The report has been audited and an unqualified opinion has been issued.

==> picture [159 x 53] intentionally omitted <==

Financial Report 2025

Temple & Webster Group Ltd ACN 608 595 660

Acknowledgement of Country

Temple & Webster Group acknowledges the Traditional Owners and Custodians of Country throughout Australia. We recognise their enduring connection to the lands, the waterways, and the skies.

We acknowledge the Gadigal and Wangal people, on whose lands our corporate head office is located, as well as all other First Nation Countries we operate across.

We pay our respects to Elders past, present and to all Aboriginal and Torres Strait Islander peoples.

==> picture [365 x 326] intentionally omitted <==

Contents
Directors’ report	2
Remuneration report	11
Auditor’s independence declaration	34
Consolidated statement of proft or loss and	35
other comprehensive income
Consolidated statement of fnancial position	36
Consolidated statement of changes in equity	37
Consolidated statement of cash fows	38
Notes to the consolidated fnancial statements	39
Consolidated entity disclosure statement	72
Directors’ declaration	73
Independent auditor’s report	74
Corporate directory	79

Annual Report 2025 1

Directors’ report

The directors present their report, together with the consolidated financial statements, on the consolidated entity (referred to hereafter as the ‘Group’) consisting of Temple & Webster Group Ltd (referred to hereafter as the ‘Company’ or ‘parent entity’) and the entities it controlled at the end of, or during, the year ended 30 June 2025.

Directors

The following persons were directors of Temple & Webster Group Ltd during the whole of the financial year and up to the date of this report, unless otherwise stated:

Stephen Heath

Conrad Yiu

Belinda Rowe Melinda Snowden Mark Coulter

Principal activities

Temple & Webster is Australia’s largest pure play online retailer of furniture and homewares.

The business runs an innovative drop-shipping model whereby products are sent directly to customers by suppliers, enabling faster delivery times and reducing the need to hold inventory, allowing for a larger product range.

The drop-ship range is complemented by a private label range which is sourced directly by Temple & Webster from overseas suppliers.

The Group also offers a huge range of home improvement products that customers need to renovate and redecorate their homes, and solutions to the Trade & Commercial market, which includes exclusive product ranges, procurement, styling, specialised delivery and installation services, and a dedicated support team.

Temple & Webster Group’s registered office and principal place of business is Building 2, 1-7 Unwins Bridge Road, St Peters, Sydney, Australia and is listed on the Australian Securities Exchange under the code TPW.

Dividends

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

2 Temple & Webster Group Ltd

Operating and financial review

Key operating and financial metrics for the year ended 30 June 2025 include:

Record FY25 revenue of $600.7 million, which was up 20.7% vs last year, supported by growth in both new and repeat customers, with all-time high active customers of 1.3 million, up 16% vs last year;
Gross margin % for FY25 decreased slightly from 33.4% in FY24 to 33.0% for FY25, reflecting slightly higher promotional cadence, offset by some savings in product and transport costs during FY25;
EBITDA of $18.8 million, representing an EBITDA margin of 3.1%, above the Group’s FY25 guidance range of 1–3% (reconciliation of EBITDA to statutory profit before tax on the following page);
Profit before tax was $14.8 million, up $8.5 million or 133.4% vs last year, primarily driven by disciplined cost management, resulting in a reduction in operating expenses as a % of revenue, as well as the absence of one-off costs incurred last year (a fair value adjustment of the convertible notes and an impairment of the investment in an associate); and
The Group’s asset light, negative working capital model drove positive free cash flow[1] of $37.9 million with a closing cash balance of $144.3 million. The Group remains debt free.

Strategic priority update

In August 2023, the Group outlined a strategy to target annual sales of $1 billion+ within 3-5 years, with a focus on five key strategic priorities, being:

Becoming the top-of-mind brand in the furniture and homewares category;
Generating the majority of revenue from exclusive products;
Developing market-leading capabilities around data, AI and technology;
Lowering our fixed costs % to obtain a price and margin advantage; and
Building scale through adjacent growth plays, including Home Improvement and Trade & Commercial.

The Group made good progress against each of its strategic priorities in FY25:

During FY24 and FY25, the Group spent $22 million on brand marketing to continue testing its impact, diversifying channel mix and optimising overall marketing investment. Results showed positive momentum, with the Group’s unprompted brand awareness position moving from #7 to #6 in the Australian market[2] ;
Revenue from exclusive products grew to 45% of total revenue during FY25, predominantly driven by exclusive drop-ship products. 79% of the Group’s top 500 selling products in FY25 were exclusive to the Group (up from 70% in FY24);
The Group continued to leverage Data and AI across the business, with a growing internal team and key partners delivering initiatives that drive revenue and reduce costs. In FY25, 80% of customer pre / post sales support interactions were partially or fully handled by AI and technology, resulting in an over 60% reduction in customer care costs as a % of revenue since FY23. The Group also experimented with personalised website experiences and targeted marketing, resulting in early conversion uplifts. The Group’s mobile app remained the fastest-growing and highest-converting platform;
Fixed costs as a % of revenue decreased since last year, as a result of disciplined cost management, and measured fixed cost investments being outpaced by revenue growth; and
Our home improvement category delivered revenue growth of 43% in FY25, with private label now making up ~19% of revenue, up 47% vs FY24. In addition, Trade & Commercial revenue grew by 9% in FY25, noting that forward order activity in Trade & Commercial improved during the second half of FY25, driven by large customer orders across the hospitality, living, and built-to-rent sectors.

The Group remains committed to achieving our mid-term goal of $1 billion+ in annual sales.

Free cash flow calculated as Cash from Operating Activities less Payments for Plant and Equipment, Intangible Assets and Lease Liabilities; excludes any cash flows associated with share buy-backs and shares issuance.

Zenith Insights, Temple & Webster Brand Tracker (June 2025); excludes multi-category department stores / discount retailers.

Financial Report 2025

Directors’ report continued

Reconciliation of EBITDA to statutory profit before tax

for the purpose of assessing the performance of the Group.
	Consolidated
	2025 $’000 2024 $’000
Proft before tax	14,839 6,358
Adjustments Add: Depreciation and amortisation Add: Interest on lease liabilities Less: Interest income	8,360 5,830 1,266 1,207 (5,674) (4,964)
EBITDA	18,791 8,431
One-of costs Add: Impairment of investment in an associate Add: Convertible notes fair value adjustment	– 1,665 – 3,024
EBITDA (pre-one-of costs)	18,791 13,120

Further commentary on operational and financial results can be found in the Group’s annual results presentation lodged with the ASX on 14 August 2025.

4 Temple & Webster Group Ltd

Key business risks

There are a number of market, financial and operational risks, both specific to the Group and externally, that could have an adverse effect on the Group’s future performance. The Group has a risk management framework in place with internal control systems to identify key business risks and mitigate them to an acceptable level. The material business risks are summarised below (not exhaustive nor in order of materiality).

==> picture [540 x 22] intentionally omitted <==

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

Key risk Description
----- End of picture text -----

Continued growth	While the B2C retail ecommerce market and the online market for furniture, homewares and
of retail ecommerce	home improvement have been growing, there is no guarantee this will continue into the future.
in general and	The Group is subject to factors outside of its current control, including the outlook for economic
growth in demand	growth in Australia, the cash rate and interest rate movements, taxation and related policy
may be afected by	changes, the unemployment rate, consumer sentiment levels, home building activity, as well as
economic factors	broader impacts to the global economy. One or more of these factors could cause a slowing or
	contraction in the forecasted growth in the market and industry.
Competitive, market	The Australian furniture, homewares and home improvement segment is highly fragmented.
or reputational	Competition can arise from a number of diferent sources including domestic and foreign
changes could	traditional ofine retailers, including multi-channel, mono-channel, multi-branded retailers,
adversely afect	and online-only ecommerce competitors. Existing online competitors may strengthen through
demand, prices	funding or industry consolidation, or through fnancial or operational advantages which allow
and decrease the	them to compete aggressively on pricing. The Group is also exposed to reputational and market
Group’s market	risks which may impact demand for our products, including (but not limited to) negative media
share	coverage or product reviews, product quality incidents or recalls, or negative investor sentiment
	or activist behaviour. Competition may also come from third-party suppliers establishing their
	own online presence as opposed to utilising the Group’s platform. As a result, this may increase
	the cost of customer acquisition, lower margins due to pricing pressure and reduce the Group’s
	market share.
Political, economic	The Group’s suppliers and service providers are also subject to various risks which could limit
or social instability	their ability to provide the Group with sufcient, or any, products or services. Some of these risks
	include raw material costs, infation, labour disputes, union activities, boycotts, fnancial liquidity,
	product merchantability, safety issues, natural disasters, disruption in exports, trade restrictions,
	currency fuctuations and general economic and political instability. The Group is also exposed to
	risks related to labour practices, environmental matters, disruptions to production and ability to
	supply, and other issues in the foreign jurisdictions where suppliers and service providers operate.
	This includes the risk of unethical conduct such as bribery and corruption, particularly in high-risk
	sourcing regions, which is closely linked to the Group’s ethical sourcing and modern slavery
	commitments. Any of these risks, individually or collectively, could materially adversely afect
	the Group’s fnancial and operational performance.
Supply chain might	There remains a risk that an unforeseen, rare and impactful event (including but not limited to
be disrupted	pandemics, military conficts and terrorist attacks) may cause a signifcant disruption in the
	Group’s supply chain. This could occur if the ability to transport products between countries or
	States of Australia is disrupted, the Group’s key suppliers are negatively afected, or the Group
	is otherwise unable to efciently distribute products to customers. In the event that the supply
	chain of the Group is disrupted, this may have a material adverse efect on the Group’s operating
	performance and earnings.

Financial Report 2025 5

Directors’ report continued

==> picture [540 x 22] intentionally omitted <==

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

Key risk Description
----- End of picture text -----

Performance,	The Group’s fnancial and operational performance could be adversely afected by a system
reliability and	failure that causes disruption to its websites, or to third party suppliers of its systems and
security of websites,	products, which may or may not be the result of a cybersecurity incident. This could directly
databases, operating	damage the reputation and brand of the relevant platform and could reduce visitors to the
systems	Group’s website and directly infuence sales to customers. The Group’s databases and systems
	are hosted on platforms provided by third-party providers. As a result, the Group is subject to
	its own disaster planning contingencies and those of its third parties to deal with events that are
	beyond the control of those parties such as natural disasters, infrastructure failures, terrorist and
	cyber-attacks. A material failure in the systems of a third-party provider is likely to have a material
	impact on the systems and operations of the Group’s platforms.
Unauthorised use of	Substantial parts of the Group’s online platforms, distribution software, applications, data
intellectual property	analytics and customer databases are seen as proprietary information. Unauthorised parties may
or independent	obtain or copy, or seek to imitate all or portions of this intellectual property, or independently
development of	develop technology that is similar and may be in breach of proprietary rights. In this instance,
technology	the Group may seek legal actions to remedy the breach of proprietary information. This may
	incur legal or other fees and, if unsuccessful, may have a materially adverse efect on the Group’s
	fnancial and operational performance in the future.
Laws and	The Group is subject to, and must comply with, a variety of laws and regulations in the ordinary
regulations	course of its business. These laws and regulations include those that relate to fair trading and
may change	consumer protection, product safety, employment, property, taxation (including goods and
	services taxes and stamp duty), accounting standards, customs and tarifs. This also includes
	emerging workplace safety obligations, such as psychosocial risk regulations and updates to
	workplace health and safety codes of practice. Failure to comply with, or changes to, laws and
	regulations may adversely afect the Group, including by increasing its costs either directly or
	indirectly (including by increasing the cost to the business of complying with legal requirements).
Key Management	The Group relies on the expertise, experience and strategic direction provided by its KMP. These
Personnel (‘KMP’)	individuals have extensive experience in, and knowledge of, the Group’s business. Additionally,
and employee	successful operation of the Group’s business depends on its ability to attract and retain quality
retention	employees. Competition could increase the demand for, and cost of hiring, quality employees. The
	Group’s ability to meet its labour needs while controlling costs associated with hiring and training
	employees is subject to external factors such as unemployment rates, prevailing wage legislation
	and changing demographics. There is also increasing stakeholder expectation for values-led
	leadership. The Group recognises this and continues to embed ethical conduct expectations at all
	levels.
Brand and	The Group is exposed to a range of brand and reputational risks that may negatively impact
reputational damage	customer trust, investor confdence or public perception. These include public complaint
	escalation, inappropriate or misjudged content on owned channels, infuencer or ambassador
	misconduct, and misalignment between the Group’s brand positioning and partnerships or
	campaigns. Increasing use of artifcial intelligence (‘AI’) tools also introduces the risk of inaccurate
	or inappropriate content being published without oversight. In addition, inappropriate public
	comments or behaviour by employees or executives may go viral and attract media or regulatory
	scrutiny. The Group manages these risks through strong brand governance, training, layered
	content reviews, monitoring of social and media sentiment, and clearly defned protocols for
	escalation and spokesperson conduct.

6 Temple & Webster Group Ltd

Significant changes in the state of affairs

On 17 June 2024, the Group initiated a $30 million (maximum value) on-market share buy-back program for a period of up to 12 months from initiation, concluding on 30 May 2025. The Group thereafter initiated a new on-market share buy-back program, which commenced on 20 June 2025. The Group considers the buy-back program to be an effective use of capital while retaining financial flexibility to fund accretive organic and inorganic opportunities as part of its growth strategy. During the current financial year, the Group purchased 88,341 ordinary shares (2024: 1,735,838) on issue at average price of $12.29 (2024: $7.22). All the shares bought-back were cancelled as at 30 June 2025.

Matters subsequent to the end of the financial year

No matters or circumstances have arisen since 30 June 2025 that 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.

Likely developments and expected results of operations

Other than the developments described in this report, the directors are of the opinion that no other matters or circumstances will significantly affect the operations and expected results of the Group.

Environmental regulation

The Group is not subject to any significant environmental regulation under Australian Commonwealth or State law.

Unissued shares

Share options

As at the date of this report and at the reporting date, there were 8,600,000 unissued ordinary shares under options. Refer to the remuneration report for further details of the options outstanding for Key Management Personnel (‘KMP’).

Performance rights

As at the date of this report and at the reporting date, there were 114,612 unissued shares under performance rights. Refer to the remuneration report for further details of the performance rights outstanding for KMP.

Restricted rights

As at the date of this report and at the reporting date, there were 49,273 unissued shares under restricted rights. Refer to the remuneration report for further details of the restricted rights outstanding for KMP.

Information on directors

Name:	Stephen Heath
Title:	Independent Non-Executive Director
Qualifcations:	Graduate of the Australian Institute of Company Directors
Experience and expertise:	Stephen is a specialist in consumer goods brand management with over 25 years of
	manufacturing/wholesale distribution and retail experience. Stephen spent 16 years as CEO
	of some of Australia’s best-known consumer brands that include Rebel Sport and Fantastic
	Holdings with operations experience in Australia, New Zealand and Asia. His experience
	includes working for both ASX-listed and Private Equity owned companies.
Other current directorships:	Non-Executive Director of G8 Education Limited (ASX:GEM) (appointed on 3 June 2024).
Former directorships	Non-Executive Director of Best & Less Group Holdings Ltd (ASX:BST) (appointed on 24 June
(last 3 years):	2021 and resigned on 10 July 2023).
Special responsibilities:	Chair of the Board
Interests in shares:	11,026
Interests in options over shares:	Nil
Interests in restricted rights:	15,878

Financial Report 2025

Directors’ report continued

Name:	Melinda Snowden
Title:	Independent Non-Executive Director
Qualifcations:	Bachelor of Economics and Laws from the University of Sydney, Graduate Diploma in Applied
	Finance and Investment (SIA), Graduate of the Australian Institute of Company Directors
Experience and expertise:	Melinda joined the Group in June 2023. Melinda has extensive experience in legal and
	professional corporate advisory roles, as well as on listed Boards in technology, retailing,
	property and funds management. Melinda has over 30 years of experience in fnance and has
	been a professional Non-Executive Director since 2010 in a broad range of industries. Melinda
	is Chair of the Board and a Non-Executive Director of Megaport Limited (ASX:MP1) and a
	Non-Executive Director of WAM Leaders Limited (ASX:WLE).
	Melinda has held previous Non-Executive Director roles at Best & Less Group Holdings
	Ltd, Newmark Property REIT, MLC, Vita Group, Mercer Investments (Australia), Sandon
	Capital Investments, Our Ark Mutual, Newington College, Sane Australia and Kennards
	Self Storage. Prior to her non-executive career, Melinda held investment banking roles with
	Grant Samuel, Merrill Lynch and Goldman Sachs and was a solicitor in the corporate division
	of Herbert Smith Freehills.
Other current directorships:	Chair of Board and Non-Executive Director of Megaport Limited (appointed to Board on
	1 June 2021, appointed as Chair on 30 June 2024) and WAM Leaders Limited (appointed
	31 December 2024).
Former directorships	Non-Executive Director and Chair of the Audit and Risk Committee of Best & Less Group
(last 3 years):	Holdings Ltd (ASX:BST) (appointed on 18 May 2021 and resigned to 10 July 2023) and
	Newmark Property REIT (ASX:NPR) (appointed on 1 March 2021 and resigned 27 March 2024).
Special responsibilities:	Chair of the Audit and Risk Management Committee
Interests in shares:	1,500
Interests in options over shares:	Nil
Interests in restricted rights:	1,728
Name:	Conrad Yiu
Title:	Non-Executive Director
Qualifcations:	Bachelor of Commerce from the University of New South Wales, Chartered Accountant
	Australia and New Zealand, Master of Business Administration from the University of
	Cambridge, Member of the Australian Institute of Company Directors
Experience and expertise:	Conrad is a co-founder of Temple & Webster and joined the Board on its formation in July
	2011. Conrad was Chairperson of the Company until immediately prior to the IPO. Conrad has
	over 30 years’ commercial and advisory experience with a focus on investing in, acquiring
	and building high growth businesses in the consumer and technology sectors. Conrad was
	previously Director of Corporate Development with the digital division of Newscorp Australia
	(formerly News Digital Media), co-founder and Director of a London-based mobile technology
	company, a manager at Arthur Andersen and is a principal of ArdenPoint, an investment frm
	which he co-founded with Mark Coulter in 2011, the CEO of Temple & Webster Group Ltd.
	Conrad is a co-founder and current partner of AS1 Growth Partners, a private investment frm
	focused on growth and technology investments in public and private markets.
Other current directorships:	Nil
Former directorships	Non-Executive Director of FiscalNote (NYSE: NOTE) (appointed 25 October 2020 and retired
(last 3 years):	on 31 December 2024).
Special responsibilities:	Deputy Chair of the Board from 1 November 2022
Interests in shares:	2,008,959 ordinary shares*
Interests in options over shares:	Nil
Interests in restricted rights:	23,125

8 Temple & Webster Group Ltd

Name:	Belinda Rowe
Title:	Independent Non-Executive Director
Qualifcations:	Bachelor of Arts from Monash University, Graduate of the Australian Institute of Company
	Directors
Experience and expertise:	Belinda is an experienced business leader and successful marketing executive. Belinda’s
	extensive professional experience lies in marketing communications, content, media and digital
	marketing technologies. Belinda led media and marketing communications businesses for
	Zenith and Publicis Media globally based in the UK, and held many senior roles in the marketing
	industry, including as CEO of ZenithOptimedia for 10 years in Australia and as Director Brand &
	Marcoms for O2 Telefonica in the UK.
Other current directorships:	Independent Non-Executive Director of ARN Media Ltd (appointed on 5 February 2019), and
	Sky NZ (appointed on 1 March 2023).
Former directorships	Nominated Director Soprano Design (appointed on 22 September 2020 and resigned in
(last 3 years):	February 2023) and Non-Executive Director 3P Learning Limited (appointed on 20 September
	2021 and retired on 20 November 2024).
Special responsibilities:	Chair of the Nomination and Remuneration Committee
Interests in shares:	12,100
Interests in options over shares:	Nil
Interests in restricted rights:	8,542
Name:	Mark Coulter
Title:	Executive Director
Qualifcations:	Bachelor of Laws and Bachelor of Science (Biochemistry) from the University of Sydney and
	Graduate Diploma of Psychology from Monash University
Experience and expertise:	Mark is a co-founder of Temple & Webster, Australia’s largest online retailer for the home.
	Previously, Mark worked at News Limited where he was the Director of Strategy for the Digital
	Media properties and additionally managed a portfolio of digital businesses. Mark was also a
	solicitor at Gilbert + Tobin and management consultant at McKinsey & Company.
Other current directorships:	None
Former directorships	None
(last 3 years):
Special responsibilities:	Chief Executive Ofcer
Interests in shares:	758,537 ordinary shares*
Interests in options over shares:	8,600,000
Interests in restricted rights:	Nil

ArdenPoint Ecommerce Unit Trust (‘Trust’) is the registered holder of 1,427,828 Ordinary Shares of Temple & Webster Group Ltd. For the purpose of the above table, both Mr Coulter and Mr Yiu, the beneficiaries of the Trust, are considered to hold 50% of the shares held by the Trust. This is same as prior financial years.

‘Other current directorships’ quoted above are current directorships for listed entities only and exclude directorships of all other types of entities, unless otherwise stated.

‘Former directorships (last 3 years)’ quoted above are directorships held in the last three years for listed entities only and exclude directorships of all other types of entities, unless otherwise stated.

Financial Report 2025 9

Directors’ report continued

Company secretary

Lisa Jones is Company Secretary of Temple & Webster Group Ltd. Lisa is a corporate lawyer and corporate governance professional with more than 20 years’ experience in commercial law and corporate affairs, working with both publicly listed and private companies in Australia and in Europe after starting her career in the corporate practice of Allens.

Meetings of directors

The number of meetings of the Group’s Board of Directors (‘the Board’) held during the year ended 30 June 2025, and the number of meetings attended by each director were:

			Nomination and		Audit and Risk
	Full Board		Remuneration Committee		Management Committee
	Attended	Held	Attended	Held	Attended	Held
Stephen Heath	6	6	5	5	4	4
Conrad Yiu	6	6	5	5	4	4
Melinda Snowden	7	7	5	5	4	4
Belinda Rowe	7	7	5	5	4	4
Mark Coulter	7	7	–	–	–	–

Held: represents the number of meetings held during the time the director held office and which the director was eligible to attend.

Shares issued on the exercise of performance rights

During the financial year, employees and executives exercised performance rights to acquire Nil (2024: nil) fully paid ordinary shares in Temple & Webster Group Ltd (refer to note 21).

Shares issued on the exercise of options

During the financial year, options to acquire 362,052 (2024: nil) fully paid ordinary shares in Temple & Webster Group Ltd were exercised (refer to note 19).

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.

Indemnity and insurance of auditor

To the extent permitted by law, the Company has agreed to indemnify its auditor, Ernst & Young, as part of its audit engagement agreement against claims by third parties arising from the audit (for an unspecified amount), other than a loss arising from Ernst & Young’s negligent, wrongful or wilful acts or omissions. No payment has been made to indemnify Ernst & Young during the financial year and up to the date of this report.

10 Temple & Webster Group Ltd

Remuneration report

Dear shareholders,

On behalf of the Board, it gives me pleasure to present the FY25 remuneration report.

FY25 was another record year for Temple & Webster, with revenue of $600.7 million, up 20.7% year-on-year, and active customers reaching 1.3 million. We were able to achieve this growth in revenue and market share whilst also improving profitability, with EBITDA of $18.8 million for FY25, representing a margin of 3.1% (up from 2.6% in FY24, pre-one-off costs). This result was above the top-end of our guidance range. We finished the year with $144.3 million of cash on balance sheet and no debt, remaining well capitalised to execute on organic and inorganic opportunities going forward.

Importantly, our FY25 results and achievements demonstrate that we continue to execute well across our five strategic goals, and towards our mid-term strategy to achieve $1 billion+ in annual revenue (as first outlined in August 2023). We have improved our overall brand recognition following two years of brand investment, increased exclusive product penetration, and are seeing improvements in conversion rates and costs from our continued investment in AI, data and technology. We have also seen a reduction in our fixed costs as a percentage of revenue in FY25.

In FY25, we continued our focus on our people, prioritising wellbeing and the retention of top talent through the roll-out of a comprehensive people program encompassing diversity, equity, and inclusion initiatives, actionable engagement survey insights, targeted learning skill sprints, and the implementation of our capability framework.

The Board has established a remuneration framework that clearly links the Group’s performance to remuneration outcomes for senior management, and rewards the continued execution of the Group’s strategic goals.

The Board is confident that the outcomes described below are fair and reasonable. We believe that the outcomes strike the right balance between rewarding and motivating our key executives and meeting the expectations of our shareholders.

FY25 Remuneration Outcomes

The key remuneration outcomes for FY25 were:

Despite the continued strong performance of the Company, there was no change to the remuneration package for the CEO in FY25. This is in accordance with the terms of the CEO’s remuneration approved by shareholders at the 2022 AGM (see further section 5.2).
Mr Adam McWhinney, Chief Experience Officer (‘CXO’), received a 4.5% increase in fixed remuneration. He also had his target and stretch short-term and long-term incentive increased to 50% and 80% of fixed remuneration respectively, to align with the package agreed with Mr Cameron Barnsley, the new Chief Financial Officer (‘CFO’).
The FY25 short-term variable remuneration (‘STVR’) outcomes for the CFO and CXO were both 120% of target, respectively. Further details regarding the STVR outcomes are set out in section 4.2 of this report.
As the Temple & Webster share price at the end of the FY22-24 performance period (ended 30 June 2024) was below the share price at the start of the period, the positive total shareholder return (‘TSR’) gateway was not met and no portion of the FY22 long-term variable remuneration (‘LTVR’) award vested.

Financial Report 2025 11

Remuneration report continued

The CXO and CFO received LTVR awards in FY25. The awards have 50% of the award measured against a relative total shareholder return (‘RTSR‘) target, measuring the Group’s TSR over the measurement period with the constituents of the ASX 300 Industrials Index (a change from FY24 and earlier awards in which Temple & Webster’s TSR was measured against the Index itself). The remaining 50% of the award has an earnings per share growth (‘EPSG’) hurdle. As in FY23 and FY24, the structure of the LTVR awards prioritises and rewards RTSR growth, to give the executive team and the Board flexibility to adapt the Group’s strategy as the market evolves. The maximum reward will only be permitted under the awards where Temple & Webster has materially outperformed the market. Further details of these awards are set out in section 5.1 of this report.
No changes to Board fees in FY25. Three Non-Executive Directors sacrificed a portion of their fees to receive rights under the Temple & Webster Group Ltd NED Equity Plan (‘NED Equity Plan’) in FY25.

FY25 Executive KMP and Board changes

As noted in the FY24 Remuneration Report, effective 2 September 2024, Mr Barnsley joined Temple & Webster in the CFO role. Mr Barnsley replaced Mr Mark Tayler who moved to a new, non-KMP executive role within the Group.

There were no further changes to Executive KMP or the Board in FY25.

Looking forward to FY26

There will be no changes to the CEO’s remuneration in FY26. A focus for the year looking forward will be to explore the remuneration package of the CEO for FY27 and beyond.
Both the CFO and CXO will receive a 4% increase in fixed remuneration in FY26, consistent with salary increases across the broader organisation. Their target and stretch short and long term incentive opportunities, at 50% and 80% of fixed remuneration respectively, will remain unchanged.
The Board has determined that the structure of the STVR and LTVR programs will be the same as the programs run in FY25. The same overall metrics (revenue growth, EBITDA, net promoter score (‘NPS’) and employee engagement) and weighting will apply to the Group targets used for the STVR awards. The same RTSR and EPS Growth hurdles will be used for the LTVR awards.
The FY26 Board base and committee fees will increase by approximately 6% in FY26. This is the first increase in fees since FY24. This is broadly in line with CPI increases across the last two years.
Over the FY23-25 measurement period (ended 30 June 2025) for the FY23 LTVR awards, the Group’s TSR was 490% with an 80% CAGR, compared to TSR for the ASX 300 Industrials Total Return Index of 52% and a CAGR of 15%. Over this three-year period, the Group’s share price increased from $3.32 at 30 June 2022 to $21.32 at 30 June 2025. This result materially exceeded stretch performance for the iTSR hurdled awards. As the Group’s EPS Growth of this period was below the 8% threshold level, under the terms of the FY23 LTVR award (set out in the FY23 Remuneration Report) the stretch iTSR performance results in 100% of the iTSR hurdled rights and 100% of the EPSG hurdled rights vesting in August 2025. This iTSR ‘override’ was specifically put in place in line with the Group’s strategy that prioritises and rewards TSR growth, and only permits maximum reward under the LTVR award terms where the Group has materially outperformed the market. Further details on these results are set out in section 5.2 below.

I hope the information in this year’s Remuneration report helps shareholders to understand how the Group manages remuneration.

==> picture [90 x 30] intentionally omitted <==

Belinda Rowe

Chair, Nomination and Remuneration Committee

12 Temple & Webster Group Ltd

The Directors of Temple & Webster Group Ltd present the Remuneration report (‘the Report’) for the Group and its controlled entities for the year ended 30 June 2025. This Report forms part of the Directors’ Report and has been prepared in accordance with the Corporations Act 2001 (‘the Act’), Corporations Regulation 2M.3.03, in compliance with AASB 124 Related Party Disclosures , and audited as required by section 208(3C) of the Act.

The Report is divided into the following sections:

==> picture [540 x 22] intentionally omitted <==

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

Section Description
----- End of picture text -----

1. Persons covered by this Report	This section provides details of the directors and executives who are subject
	to the disclosure requirements of this report, together with the KMP, including
	roles and changes in roles.
2. Remuneration overview	This section provides an overview of performance and reward for FY25.
3. Remuneration framework, strategy	This section provides details of the elements of the remuneration framework,
and governance	including market positioning, changes to fxed remuneration, variable
	remuneration principles, and the terms of variable remuneration.
4. FY25 Executive Short-Term Variable	This section outlines the key terms of the FY25 STVR Plan, the key metrics that
Remuneration (‘STVR’) plan and	apply to Executive KMPs under the STVR Plan and their STVR outcomes.
outcomes
5. Executive Long-Term Variable	This section outlines the key terms of the FY25 LTVR Plan awards and key
Remuneration (‘LTVR’) plans and	prior year equity awards.
outcomes
6. Non-executive Director remuneration	This section outlines the Non-executive Director fee policy, aggregate Board
	fees, Board and Committee fees. It also sets out any prior years’ equity awards
	to Non-executive Directors.
7. Statutory tables and supporting	This section provides the statutory disclosures not addressed by preceding
disclosures	sections of the Report, including statutory remuneration tables, changes in
	equity, KMP service agreements, related party loans/transactions, and the
	engagement of external remuneration consultants.

Financial Report 2025 13

Remuneration report (audited) continued

1. Persons covered by this report

This report covers KMP which are defined as those who have the authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly, including any director (whether executive or otherwise) of the Group. The below table outlines the KMP of the Group:

==> picture [540 x 57] intentionally omitted <==

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

Committees [1]
Audit
Appointed/ Nomination and and Risk
Name Role (Retired) Remuneration Management
----- End of picture text -----

Non-Executive Directors	Non-Executive Directors
Stephen Heath	Independent Board Chair	15 March 2016	M	M
Conrad Yiu2	Deputy Chair, Non-executive Director	6 October 2015	M	M
Belinda Rowe	Independent Non-executive Director	26 February 2021	C	M
Melinda Snowden	Independent Non-executive Director	1 June 2023	M	C
Executive KMP
Mark Coulter2	Managing Director and Chief	22 April 2016	n/a	n/a
	Executive Ofcer (‘CEO’)
Adam McWhinney2	Chief Experience Ofcer (‘CXO’)	1 July 20173	n/a	n/a
Cameron Barnsley	Chief Financial Ofcer (‘CFO’)	2 September 20244	n/a	n/a
Former Executive KMP
Mark Tayler	Chief Financial Ofcer (‘CFO’)	(1 September 2024)5	n/a	n/a

M = Member, C = Chair.
These individuals are considered co-founders of the Group.
Mr McWhinney has been employed by the Group since 1 January 2012 and became a KMP of the Group on 1 July 2017.
All references to the CFO in this Report will be to Mr Barnsley unless explicitly stated otherwise.
From 1 September 2024 Mr Tayler moved to another non-KMP role within the Group. All references to the former CFO in this Report will be to Mr Tayler.

14 Temple & Webster Group Ltd

2. Remuneration overview

2.1 Executive remuneration structure at-a-glance

The following diagram outlines the Executive KMP remuneration cycle under the remuneration framework as applicable to FY25:

==> picture [540 x 314] intentionally omitted <==

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

Executive Remuneration Components
The timeline below outlines how remuneration is delivered.
Component Year 1 Year 2 Year 3 Year 4 Year 5 Year 6
Fixed • Salary and statutory
remuneration superannuation
STVR 1 year performance period ▲
FY25 • Y1 STVR performance • STVR performance
period commences tested
• STVR award delivered
in Q1, Y2 – 100%
cash unless Board
determines otherwise
LTVR ● ■
FY25–FY27 • Y1 LTVR performance • Y1–Y3 LTVR Two-year additional
period commences performance tested disposal restriction
• Performance rights for Y1
On vesting, rights automatically exercised and
LTVR granted in Q1, Y1
shares are allocated with the two-year disposal
• LTVR service tested in Y1
restriction
Performance rights granted Performance tested, Performance tested Shares released
and cash award paid
----- End of picture text -----

The structure outlined above applies to the CXO, CFO and non-KMP executives in the current financial year. The CEO does not participate in the STVR plan and received three tranches of premium-priced options in FY23 which are intended to cover the period to and including FY26. The terms of the CEO’s Options are discussed in section 5.2 of this Report and the terms of STVR and LTVR performance rights for other KMPs are discussed in sections 4.1 and 5.1 respectively. The FY25 STVR outcomes for participating Executive KMP are set out in section 4.2 and LTVR outcomes of performance rights due for vesting in FY25 for participating Executive KMP are set out in section 5.2.

Financial Report 2025 15

Remuneration report (audited) continued

2.2 Executive remuneration mix at target

Total remuneration packages for the CEO and other Executive KMP are broken down into the following elements:

==> picture [524 x 77] intentionally omitted <==

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

CEO 14% 0% 86%
Other
Executive 50% 25% 25%
KMP
----- End of picture text -----

■ Fixed remuneration – Cash ■ STVR – Cash ■ LTVR – Options ■ LTVR – Rights

The CEO, Mark Coulter, does not receive an annual LTVR award as he received a single award of options in FY23 designed to be his equity awards over a four-year term (FY23 – FY26). Accordingly, in calculating his FY25 remuneration mix, Mark Coulter’s LTVR component value was determined by pro-rating the value of his FY23 option award (as determined by an independent valuer), so that one-quarter of the value was attributed to FY25 (refer to section 5.2 for more details).

2.3 Group’s performance at-a-glance

The following outlines the Group’s performance in FY25 in the context of the prior four years, which is intended to assist in demonstrating the link between performance, value creation for shareholders, and executive reward:

							Rolling
							3-year
				Change in		Change in	annualised
	Revenue	NPAT	Share price1	share price	Dividends2	shareholder	TSR4
FY end date	$000s	$000s	$	$	$	wealth3	%
30/06/2025	600,719	11,302	21.32	11.93	–	127%	86%
30/06/2024	497,841	1,786	9.39	3.51	–	60%	(5%)
30/06/2023	395,513	8,305	5.88	2.56	–	77%	(2%)
30/06/2022	426,335	11,968	3.32	(7.47)	–	(69%)	35%
30/06/2021	326,344	13,954	10.79	4.48	–	71%	142%

Share price at the end of the financial year.
Dividends paid during the financial year.
Share price change plus dividends on prior financial year.
Total shareholder return (‘TSR’) is the sum of share price appreciation and dividends (assumed to be reinvested in shares) during the Measurement period expressed as a growth %. While the Group is not paying the dividends, it’s equal to a rolling three-year annualised share price growth.

16 Temple & Webster Group Ltd

3. Remuneration framework, strategy and governance

3.1 Executive remuneration – fixed remuneration, total remuneration package and variable remuneration framework

Total remuneration package (‘TRP’) is intended to be composed of an appropriate mix of remuneration elements including fixed remuneration, short-term variable remuneration and long-term variable remuneration. This structure applies to all Executive KMP and senior management, other than the CEO.

==> picture [539 x 22] intentionally omitted <==

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

Fixed remuneration Short-term variable remuneration Long-term variable remuneration
----- End of picture text -----

Fixed remuneration	100% of the FY25 STVR will be paid in	Performance rights vesting after three years.
comprises of base salary, plus any other fxed elements such as superannuation, allowances, benefts, fxed equity and fringe benefts.	cash (unless determined otherwise by the Board). Performance is measured over the fnancial year with a combination of fnancial and non-fnancial goals for	The LTVR program aligns executives to shareholder interests through 50% of the award being tested against the RTSR targets measured over a three-year measurement period. The Company’s TSR
Fixed remuneration is	Executive KMP, both at a Group and	will be compared to that of the ASX 300
intended to be positioned	Individual scorecard level with threshold,	Industrials Index constituents (‘Comparator
competitively in the market	target and stretch levels.	Group’), established as at 1 July 2024. This
when assessed against suitable benchmarks but may	FY25 STVR goals were:	structure ensures that executives are only rewarded when shareholder returns at least
vary with decisions around	Group targets (80%)	match the median RTSR of the Comparator
the mix of cash, equity	• Group revenue growth (30%)	Group. The RTSR remains the primary
and performance-linked	• EBITDA margin (30%)	performance measure within the LTVR
remuneration as negotiated between the Board and each incumbent on a case-by-case and ft-for-purpose basis.	• Customer satisfaction, as measured by NPS (20%) • Employee engagement (20%)	scheme, with full vesting available only in cases of exceptional RTSR performance. There is also an EPS Growth (‘EPSG’) measure that applies to 50% of the award.
	Individual targets are linked to the CEO’s	In certain cases, where the EPSG measure is
	evaluation of performance against	below threshold, TSR result can override the
	the Company’s leadership values and	EPSG performance.
	the completion of special projects (weighted at 20%). Performance against these targets will be assessed using a score rating scale from 1 to 5,	Any shares allocated after vesting are subject to an additional disposal restriction of two years after the Measurement period.
	with 5 representing the highest level of	Refer to section 5.1 for more details.
	achievement.
	Refer to section 4.1 for more details.

Variable remuneration is not a ‘bonus’, but a blend of at-risk remuneration (below target) and incentives (above target and up to stretch). Metrics selected are intended to be linked to the primary drivers of value creation for stakeholders, and successful implementation of the long-term strategy over both the short and long term. Thresholds are intended to be a near-miss of expectations, while target is intended to be a challenging but realistically achievable objective with a probability of around 50% to 60%. Stretch, on the other hand, is designed to be exceptionally challenging with a probability of around 10% to 20%.

Financial Report 2025 17

Remuneration report (audited) continued

3.2 Benchmarking Approach

Executive KMP remuneration has been tested regularly by reference to appropriate independently sourced comparable benchmark data, and specific advice as may be appropriate from time to time. Previously, two peer groups were used to benchmark Executive KMP and senior executives of the Group. A primary peer group consisting of Consumer Discretionary and Information Technology focused companies, with 15 above and 15 below the Company’s market capitalisation. A secondary peer group based on market capitalisation (using ASX-listed companies within 50-200% of Temple & Webster’s 12-month market capitalisation). However, recent benchmarking has used a job-sizing approach, where each role is independently assessed based on its responsibilities, complexity, and required skills. This has been done using external, independent databases and standardised methodologies to ensure fair and market-aligned evaluations. Benchmarks may be adjusted upwards or downwards for variations in role design compared to market benchmark roles, and individual remuneration may vary to reflect individual factors such as experience, qualifications and performance.

The Board will continue to monitor market positioning to ensure that appropriate talent can be attracted, retained and aligned to the strategic needs of the business. More detail on the TRP is set out in section 7.1.

3.3 Remuneration governance framework

The Board takes an active role in the governance and oversight of the Group’s remuneration policies and practices. Approval of certain key remuneration practices reserved for the Board, including appointing the CEO, and monitoring their performance and other key senior executives. In addition, the Board has final approval of the Group’s remuneration framework, including approving remuneration of the CEO, the remuneration policy and succession plans for the CEO. However, the Nomination and Remuneration Committee assist the Board in fulfilling its corporate governance and oversight responsibilities in terms of the remuneration structures, processes and annual remuneration cycle of the Board and its senior executives, including all Executive KMPs, as well as Group culture and employee engagement.

The Nomination and Remuneration Committee has a formal Charter which outlines the roles and responsibilities of the Committee. This is available on the Group website (templeandwebstergroup.com.au). The Committee’s responsibilities include:

providing advice and recommendations to the Board with respect to the appointment and removal of directors and senior executives;
providing the Board with advice and recommendations regarding executive and senior executive remuneration policy;
reviewing and providing recommendations to the Board with respect to the remuneration packages of senior executives and executive directors;
providing advice to the Board with respect to Non-executive Directors’ remuneration;
reviewing and providing recommendations to the Board with respect to incentive schemes; and
reviewing and providing recommendations to the Board on the Group’s remuneration, recruitment, retention and termination policies.

The Group has a Securities Dealing Policy which outlines under what circumstances and when, trading in the Group’s securities by KMP and other nominated employees may be permitted or prohibited. This is available on the Group website.

The Group also has a Diversity, Equity and Inclusion Policy, which supports the Board and management in making sustainable and appropriate decisions around hiring, career development and remuneration. This is available on the Group website as well.

3.4 External remuneration consultants

External Remuneration Consultant Engagement Policy is intended to ensure the independence of any recommendation received regarding KMP remuneration. In addition to the requirements outlined in the Corporations Act, it requires the external remuneration consultant notify the Board if management contacts the external remuneration consultant on remuneration matters outside of interactions approved or supervised by the Board, such as the provision of factual information for benchmarking purposes.

During FY25 no external remuneration consultants were engaged by the Board to provide remuneration recommendations for any KMP. Executive remuneration data was provided by Mercer, which formed the basis of the Board’s decisions regarding executive remuneration increases during the year.

18 Temple & Webster Group Ltd

4. FY25 Executive STVR Plan and outcomes

4.1 FY25 STVR Plan

A description of the STVR structure applicable for FY25 is set out below.

==> picture [540 x 22] intentionally omitted <==

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

Term Detail
----- End of picture text -----

Purpose	To provide at-risk remuneration and incentives that reward executives for performance against
	annual objectives set by the Board at the beginning of the fnancial year. Objectives selected were
	designed to support long-term value creation for shareholders, and link to the long-term strategy
	on an annual basis.
Measurement	The fnancial year of the Group ending 30 June 2025.
period
Opportunity	The target value for Executive KMP participating in the STVR was 50% of fxed remuneration,
	with a maximum stretch target of 80% of fxed remuneration.
Outcome metrics	The STVR was dependent on meeting Group and individual performance objectives.
and weightings	For FY25, the metrics were as follows:
	Group targets – weighted at 80% of target opportunity. These Group Targets include:
	• revenue growth – 30% weighting;
	• EBITDA margin – 30% weighting;
	• customer satisfaction (NPS) – 20% weighting; and
	• employee engagement – 20% weighting.
	Individual targets – weighted at 20% of target opportunity.
	These metrics were selected because they are viewed by the Board as the primary drivers
	of value creation for the business in FY25.
Settlement	Awards are determined following release of the audited fnancial statements after the end of the
	fnancial year. The Board has discretion to determine whether the STVR award is settled in cash or
	in equity interests such as rights.
	The Board elected to settle the FY25 STVR in cash.
Malus and clawback	Should the Board determine that any portion of STVR is deferred, the deferral would be in the
	form of share rights and therefore subject to the malus and clawback clauses under the Group’s
	Rights plan (see further section 5.1).
Board discretions	The Board has discretion to modify the awards payable to participants regardless of any
	performance outcome or gate, to ensure that outcomes are appropriate to the circumstances
	that prevailed over the Measurement period.
Corporate actions	The Board has discretion to determine the treatment of unpaid STVR in the case of major
	corporate actions such as a change in control, delisting, major return of capital or demerger.

Financial Report 2025 19

Remuneration report (audited) continued

4.2 Executive KMP STVR plan – objectives and outcomes

All Executive KMP, aside from the CEO, participated in the STVR Plan in FY25.

==> picture [540 x 38] intentionally omitted <==

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

Metric/measure Performance/comment
Group targets (80% of total opportunity)
----- End of picture text -----

Revenue growth (30% weighting of Group target)

Revenue growth is a critical metric when assessing the performance of the business. For FY25, this measure compares TPW’s revenue to FY24, with threshold, target and stretch performance set at 20%, 25% and 30% growth respectively.

The Group delivered a very strong result with revenue of $600.7 million, an improvement of 20.7% on the prior year. However, due to the challenging nature of the STVR revenue metrics this result was judged at between threshold and target.

EBITDA margin (30% weighting of Group target)

This measure tracks EBITDA margin with a minimum 1.7% margin required at threshold, with target and stretch set at 2% and 3% respectively.

EBITDA of 3.1% of revenue was above the Group’s stated guidance range for the year and above the stretch target from the STVR point of view.

Customer satisfaction (20% weighting of Group target)

Customer experience and satisfaction are critical to the success of the Group. This measure tracks customer satisfaction using Net Promoter Score (‘NPS’) scoring, with threshold performance at 60%, target NPS set at 62.5% and stretch at 65%.

The Group has consistently set challenging NPS metrics, reflecting the importance the Group places on customer satisfaction. In FY25, the Group achieved a rating just above target of 62.9%.

Employee engagement (20% weighting of Group target)

The Group’s employees are one of its key assets and primary drivers of success. It is vitally important they are engaged as measured by Industry Employee Engagement Benchmarks as measured against the All Australia Benchmark. Threshold performance requires beating the Benchmark, target is a Top 25% performance and stretch being in the top 10% of the Benchmark.

The FY25 result was an engagement level between target and stretch, achieving a result in the top quartile of the All Australia comparator group. This is an excellent result and demonstrates the importance placed on employee engagement in the Group and reflects the high level of engagement across the employee base.

20 Temple & Webster Group Ltd

Metric/measure Performance/comment Individual targets (20% of total opportunity)

The individual targets are determined by the CEO based on performance against the Temple & Webster executive leader values and the execution of any special projects agreed between the CXO or CFO and the CEO during FY25.

The CXO’s personal targets were assessed against the Group’s leadership values framework. In FY25, the CXO was given an overall rating of ‘5’. This was based on sustained improvement across key performance areas, including a year-on-year uplift in conversion rates and consistent customer experience metrics (including improved NPS), supported by an ongoing program of experimentation and optimisation. Engagement scores for the CXO’s teams remained strong with one team achieving the highest engagement score in the Company. Strategic leadership was provided across initiatives in experimentation, personalisation, AI-enhanced customer experience, accessibility, and Reconciliation Action Plan delivery.

The CFO’s personal targets were assessed against the Group’s leadership values framework. In FY25, the CFO was given an overall rating of ‘5’. This rating was based on the pace at which he integrated into the business, implementation of new policies and procedures within the finance function, execution of specific initiatives to drive both revenue growth and margin improvement, and prioritising team well being and development opportunities. In particular, he led the implementation of new capital management and investment frameworks, the enhancement of the Group’s M&A assessment process, the implementation of new investor relations and corporate communications strategies, and the expansion of the Group’s risk management and compliance functions.

The table below sets out the actual STVR outcomes as a percentage of their maximum STVR opportunity for FY25 and FY24.

Executive KMP1	FY25	FY24
Adam McWhinney	75.2%	67.2%
Cameron Barnsley	75.2%	n/a

The CEO did not participate in the STVR Plan in either FY24 or FY25.

The Board considers the FY25 remuneration outcomes to be appropriately aligned with the Company’s remuneration framework and shareholder interests. This alignment is demonstrated by the Group’s and individual executives’ achievement of annual performance targets and significant progress towards strategic growth objectives, despite challenging economic conditions. The Board is satisfied that remuneration outcomes fairly reflect performance and support long-term value creation for shareholders.

Financial Report 2025 21

Remuneration report (audited) continued

5. Executive LTVR plans and outcomes

5.1 Executive KMP LTVR plan – Performance rights

A description of the LTVR awards granted in FY25 to Executive KMP, aside from the CEO, under the Temple & Webster Group Ltd Rights Plan (‘the Plan’) is set out below.

==> picture [540 x 22] intentionally omitted <==

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

Term Detail
----- End of picture text -----

Purpose	To provide at-risk remuneration and incentives that reward executives for performance against
	long-term value creation objectives set by the Board at the beginning of the fnancial year and
	to align the interests of executives with the interests of shareholders.
Measurement	3 years from 1 July 2024 to 30 June 2027.
period
Opportunity	The target value is 50% of fxed remuneration, with a maximum 80% of fxed remuneration.
Price	The price is nil because it forms part of the remuneration of the participant.
Exercise price	The exercise price is nil.
Allocation	The grant number is determined by dividing the stretch LTVR value by the 30-day volume weighted
method	average price (‘VWAP’) following the release of the fnancial results for FY24.
Performance	Performance rights granted in FY25 have two performance hurdles, each with a 50% weighting.
metrics and weightings	1. Performance rights with a relative total shareholder return (‘RTSR’) vesting condition.
	The vesting of such Performance rights will be determined by comparing the Group’s TSR over the
	Measurement period with the TSR of the constituents of the ASX 300 Industrials Index (‘Comparator
	Group’) according to the following vesting scale:

	TSR of the Group vs TSR of the	Vesting
Performance level	Comparator Group	%
Stretch	At or above the 75thpercentile	100%
Target	At the 62.5thpercentile	75%
Threshold	At the 50thpercentile	50%
Below threshold	Below the 50thpercentile	0%

Outcomes that fall between the specified levels of performance will result in a pro-rata calculation being applied.

TSR is the sum of share price appreciation and dividends (assumed to be reinvested in shares) during the Measurement period. It is annualised for the purposes of the above vesting scale. The TSR of the Group over the Measurement period will be calculated and converted to a Compound Annual Growth Rate (‘CAGR’) value for the purposes of assessment against this scale. During periods of nil dividends being declared, TSR is equal to change in share price.

22 Temple & Webster Group Ltd

==> picture [539 x 22] intentionally omitted <==

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

Term Detail
----- End of picture text -----

Performance	This metric was selected because it is the best measure of value creation for shareholders that adjusts
metrics and	for windfall gains and losses arising from broad market movements.
weightings (continued)	Equity grants are tested against the performance measures set. If the performance metric is not met
	at the vesting date, Performance rights lapse.
	2. Performance rights with an Earnings Per Share Growth (‘EPSG’) target vesting condition.
	EPSG is the CAGR in the Group’s basic earnings per share calculated by dividing the Group’s earnings
	by the weighted average number of ordinary shares outstanding during the fnancial year. The Rights
	will vest according to the following vesting scale.

		Vesting
Performance level	Earnings per Share growth	%
Stretch	15% CAGR	100%
Target	10% CAGR	50%
Threshold	8% CAGR	0%
Below threshold	Below 8% CAGR	0%

	For the purposes of calculating the EPSG during the Measurement period the relevant earnings to be
	used for:
	• the opening of the Measurement period will be as set out in the audited annual consolidated
	accounts for the year ending 30 June 2024; and
	• the closing of the Measurement period will be as set out in the audited annual consolidated
	accounts for the year ending 30 June 2027.
	In each case, the EPSG calculation is subject to the Board’s discretion to normalise earnings to ensure
	comparison is being made on a like for like basis and/or to exclude the efects of extraordinary events,
	material business acquisitions or divestments and for certain one-of costs.
	Note: The RTSR and EPSG vesting conditions will be assessed separately by the Board at the end of the Measurement period.
	However, where target EPSG performance has not been achieved, a portion of the EPSG Performance rights may still vest, depending
	on the level of performance achieved under the RTSR vesting condition. If 100% of the RTSR hurdled rights vest, then all of the EPSG
	rights are also eligible to vest (resulting in 100% of the entire award vesting). If RTSR performance is achieved such that 75% or more
	of RTSR rights vest (up to 100%), then a maximum of 50% of EPSG Rights can also vest. This RTSR ‘override’ prioritises and rewards RTSR growth, to give management and the Board fexibility to adapt the Group’s strategy as the market evolves, but only permitting
	maximum reward under the LTVR award where the Group has materially outperformed the market.
Gate	RTSR Performance rights are subject to a positive TSR gate to ensure the grant does not vest when
	shareholders are losing value. There are no such gate restrictions for EPSG.
Vesting Date	The vesting date of these awards will be the date advised in writing by the Board following
	consideration of the performance metrics after the Measurement period.
Retesting	No retesting of the performance metrics will apply.
Settlement	The rights are ‘indeterminate rights’ which may be settled in the form of a Company share (including
	a restricted share), or cash equivalent at the discretion of the Board, upon valid exercise.
Disposal	Shares that result from the exercise of rights will be subject to a disposal restriction such that they
restrictions	may not be disposed of or otherwise dealt with until the elapsing of two years following the end
	of the Measurement period. There are also additional disposal restrictions which may apply where
	the sale of shares acquired on exercise of vested rights may be prohibited due to the Group’s Share
	Trading Policy, and the Corporations Act.

Financial Report 2025 23

Remuneration report (audited) continued

==> picture [540 x 22] intentionally omitted <==

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

Term Detail
----- End of picture text -----

Process on	Rights will be automatically exercised, depending to the extent the Vesting Conditions have been met,
vesting	otherwise they will lapse.
Service	In addition to the performance conditions, continued service during the full frst year of the
condition	Measurement period is a requirement for any rights to become eligible to vest.
Termination of	In the case of a termination of employment in the frst year of the Measurement period, unvested
employment	Performance rights will be forfeited at termination, unless otherwise determined by the Board.
	All other unvested Performance rights will be forfeited pro-rata based on the remaining portion of
	the Measurement period, with any remainder retained for possible vesting based on performance
	during the Measurement period.
	In the case of termination due to dismissal for cause or otherwise as determined by the Board,
	all unvested Performance rights will be forfeited and lapse.
Malus and	The rights plan includes malus and clawback clauses which will result in forfeiture of unvested
clawback	rights in a range of circumstances, including material misstatements resulting in overpayment, or
	the participant joining a competitor or being involved in actions that are deemed to have harmed
	other stakeholders.
Board	The Board has discretion to modify vesting to participants regardless of any performance outcome
discretions	or gate, to ensure that outcomes are appropriate to the circumstances that prevailed over the
	Measurement period.
Corporate	In the case of a change in control, the modifcations are subject to the Board’s discretion.
actions	In the case of a delisting of the Group’s shares, the automatic vesting will occur based on the increase
	in the share price since the start of the Measurement period, with Board discretion regarding the
	lapsing or vesting of any remainder.
	In the case of a major return of capital or demerger, the Board has discretion to bring forward
	vesting or to alter the number of rights or the exercise price or to alter vesting conditions to ensure
	that the outcome is fair to participants. This is because, following such an event, the share price is
	likely to be materially diferent from the basis of the grant, and performance conditions set may be
	unable to be met.

5.2 Prior years equity awards

FY22 LTVR awards

In FY22, LTVR awards were granted to the CXO, the former CFO and non-KMP executives. The FY22 LTVR awards were Performance rights with a Measurement period of three years from 1 July 2021 to 30 June 2024. The awards were issued at no cost to all executives, including the CXO and the former CFO, and had a nil exercise price.

For the FY22 LTVR awards, an indexed TSR (‘iTSR’) hurdle applies to the entire award, and it has a positive TSR gateway. This iTSR hurdle requires the TSR of the Group to be above the TSR of the ASX 300 Industrials Total Return Index to meet threshold and for any portion of the award to vest. Target and Stretch vesting results in 50% and 100% of the award vesting and requires Index TSR +5% TSR p.a. and Index TSR +10% TSR p.a. respectively. Pro-rata vesting occurs between these points.

For the three-year period ended 30 June 2024, Temple & Webster’s share price at the end of the performance period was lower than its share price at the commencement of the period. Accordingly, the positive TSR gate was not met and no portion of the award vested.

24 Temple & Webster Group Ltd

FY23 and FY24 LTVR awards

The FY23 and FY24 LTVR awards are structured so that fifty percent (50%) of the awards have an iTSR hurdle with the same vesting schedule as the iTSR vesting schedule set out above for the FY22 awards. The remaining fifty percent (50%) have an EPSG hurdle, with the same vesting schedule as set out above for the FY25 award. The FY23 and FY24 LTVR awards have three-year Measurement periods, 1 July 2022 to 30 June 2025 and 1 July 2023 to 30 June 2026 respectively.

On completion of the Measurement period, the awards will vest or lapse in FY26 and FY27 respectively once the Board has determined the extent to which the performance hurdle has been met. The iTSR and EPSG vesting conditions will be assessed separately by the Board at the end of the Measurement period. However, where target EPSG performance has not been achieved, a portion of the EPSG Performance rights may still vest, depending on the level of performance achieved under the iTSR vesting condition.

Other key terms of the FY23 and FY24 awards are as noted above for the FY25 awards (except that the FY23 and FY24 awards are not auto-exercised and may be exercised within 15 years of grant, otherwise they lapse).

The FY23 LTVR iTSR performance saw the Group’s TSR for the measurement period reach 490%, measured against the TSR of the ASX 300 Industrials Total Return Index of 52% for the same period (over 900% better than the Index of this three-year period). This exceptional Group TSR result materially exceeded the stretch iTSR hurdle of ‘Index TSR +10% p.a.’ by a significant margin. The EPSG hurdle was not met, with performance below threshold as the FY25 EPS result of 9.52 cps, was below the FY22 EPS of 9.93 cps and below the 8% CAGR threshold required over the period.

However, as set out in the FY23 Remuneration Report and the terms of the FY23 LTVR awards, because a stretch iTSR result has been achieved, with EPSG performance below target, then both 100% of the iTSR hurdled rights and 100% of the EPSG hurdled rights will vest in August 2025. This iTSR ‘override’ was specifically put in place in line with the Group’s strategy that prioritises and rewards TSR growth. This was (and is) intended to provide management and the Board with the flexibility to adapt the Group’s strategy as market conditions evolve. Maximum reward under the LTVR award terms is only available where the Group has materially outperformed the market. This was demonstrated over the three-year FY23 LTVR measurement period, during which the share price increased from $3.32 to $21.32.

FY23 CEO Option awards

In FY23, the CEO was awarded 3,600,000 Options which vest on the date the FY26 annual accounts are approved, in August 2026. The options are intended to be the CEO’s only variable incentive over the four-year period (FY23-FY26). No additional long-term variable awards will be made to the CEO over this period. The options awarded to the CEO are set at a significant premium to the Group’s share price at the date of grant in November 2022 (which was $5.27). The options are split into three equal tranches of 1,200,000 options, with an exercise price of $7.06, $9.53 and $12.86 respectively. No value will arise for the CEO unless there is a significant increase in the value of the Group’s shares over the vesting period.

The CEO must remain continuously employed by the Group from the date of grant to the date the FY26 annual accounts are approved, and all three tranches can be exercised once the service condition is met. Where the CEO ceases employment with the Group, all unvested options lapse. However, where employment ceases due to a Special circumstance, which includes total and permanent disability, death or redundancy, the Board has a discretion to allow accelerated vesting. The options will lapse on the earlier of 15 years or any earlier lapsing event occurring (such as early vesting or cancellation). Further detail regarding these awards was set out in the FY23 Remuneration Report.

Financial Report 2025 25

Remuneration report (audited) continued

6. Non-executive Director remuneration

6.1 Non-executive Directors’ fee policy

The principles that the Group applies to governing the Non-executive Directors’ remuneration are outlined below.

Principles

Fees for Non-executive Directors are based on the nature of the directors’ work and their responsibilities, taking into account the nature and complexity of the Group and the skills and experience of the directors.
Non-executive Directors’ fees are recommended by the Nomination and Remuneration Committee and determined by the Board.
External consultants are used to source the relevant data and commentary and to obtain independent recommendations given the potential for a conflict of interest in the Board setting its own fees.
Fees are intended to be positioned around the 50[th] percentile of the tailored market benchmarks.

Fees structured to preserve independence

To preserve independence and impartiality, Non-executive Directors are not entitled to any form of variable remuneration payments and the level of their fees is not set with reference to measures of the Group’s performance.

Aggregate Board Fees approved by shareholders

The total amount of fees paid to Non-executive Directors in FY25 is within the aggregate amount approved at a general meeting of the Group on 18 October 2021 of $1,100,000 a year. Grants of equity approved by shareholders are excluded from counting towards the aggregate Board Fees, in accordance with the ASX Listing Rules.

Board and Committee fees

The following outlines the Board Fees applicable as at the end of FY25 which were subject to independent review by external remuneration consultants on a periodic basis:

			Nomination
		Audit and Risk	and
		Management	Remuneration
Role/function	Main Board	Committee	Committee
Chair	$223,388	$21,000	$21,000
Deputy Chair	$141,750	n/a	n/a
Member	$120,750	$10,500	$10,500

Fees are expressed as inclusive of superannuation. Any increases to superannuation contributions are absorbed within the applicable Board fees. The Board Chair does not receive Committee fees. Non-executive Directors are also reimbursed for out-of-pocket expenses that are directly related to the Group’s business. There is an option to sacrifice part of the fee in exchange for equity or other benefits (i.e., the values are inclusive of any equity). In FY25, three Non-executive Directors elected to have part of their directors’ fees paid in Restricted rights.

26 Temple & Webster Group Ltd

6.2 NED Equity Plan

The terms of the NED Equity Plan are set out below.

==> picture [540 x 21] intentionally omitted <==

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

Term Detail
----- End of picture text -----

Purpose	To provide long-term alignment with shareholders through the grant of rights over the
	Company’s shares.
Instrument	Restricted rights over ordinary shares in the Company.
Eligibility	All Non-executive Directors of the Company are entitled to participate in the NED Equity Plan.
Price	Rights are granted for nil consideration.
Exercise price	There is no exercise price for Rights issued under this Plan.
Allocation method	The number of Rights granted under the NED Equity Plan in FY25 is determined by the value
	of Board fees sacrifced, divided by the 10-trading day VWAP of an ordinary Company share
	following the date of release of the prior fnancial year’s fnancial results.
Vesting Conditions	There are no vesting conditions.
Exercise	Restricted rights may be exercised at any time following the end of the exercise restrictions.
restrictions	This means Restricted rights are exercisable 90 days from the date of grant, until the end of
and disposal	the Term.
restrictions	Disposal restrictions apply that prevent the sale of Restricted shares resulting from the exercise
	of Restricted rights, until the earlier to occur of:
	• the elapsing of 15 years from the Grant Date; or
	• the participant ceasing to hold the ofce of Non-executive Director and employment with
	the Company.
Settlement	The Restricted rights may only be settled in shares.
Term	Restricted rights have a term of 15 years from the date of grant, after which time they lapse.
Cessation of	If a participant is neither a Non-executive Director nor holds employment with the Group, and
Directorship	their Restricted rights remain subject to an Exercise Restriction or have not been exercised, all the
	Restricted rights will lapse and they will not be allocated any Shares. The Participant will receive
	a cash payment in respect of Board fees that have already been sacrifced from the start of the
	relevant Participation Period up until the date of cessation.
	As noted, any Restricted shares awarded upon exercise of Restricted rights will have any disposal
	restrictions removed on cessation of directorship (provided they do not remain employed with
	the Group).

Financial Report 2025 27

Remuneration report (audited) continued

7. Statutory tables and supporting disclosures

7.1 Executive KMP statutory remuneration

The following table outlines the statutory remuneration of Executive KMP:

Name FY	Fixed remuneration Variable remuneration Total for year Other statutory items
	Salary $ Super $ Total fixed remuneration Cash STVR1 LTVR2 Statutory Total Remuneration Package (‘TRP’) $ Change in accrued leave3 $
	Amount $ % of TRP Amount $ % of TRP Amount $ % of TRP
Mark Coulter 2025 2024	470,608 29,932 500,000 13% – 0% 3,484,800 87% 3,984,8004 5,262
	472,601 27,399 500,000 13% – 0% 3,484,800 87% 3,984,8004 (31,174)
Adam McWhinney 2025 2024
	328,776 29,932 358,708 49% 216,634 29% 164,561 22% 739,904 (8,439)
	316,246 27,399 343,645 61% 115,768 20% 106,884 19% 566,297 (12,789)
Cameron Barnsley5 2025
	361,307 26,604 387,911 53% 233,430 32% 107,977 15% 729,318 14,451

Former Executive KMP
Mark Tayler6 2025 68,926 7,483 76,409 81% – 0% 18,100 19% 94,509 (1,400) 2024 399,753 27,399 427,151 60% 146,488 20% 143,859 20% 717,498 (12,300)

This is the value of the total STVR award calculated following the end of the financial year. In both FY25 and FY24 the Board determined that it would be settled in cash only, to be paid in following the close of the respective FY.
Note that the LTVR value reported in this table is the amortised accounting charge of all grants that have not lapsed or vested as at the start of the reporting period.
Not included in TRP.
TRP values for CEO are mainly due to valuation of options awarded and LTVR expense applied in FY24 and FY25. See further section 5.2 on details of options awarded including details of premium exercise prices which must be met for options to be exercised.
Remuneration for Mr Barnsley is shown from 2 September 2024, the date from which Mr Barnsley was appointed CFO and became an Executive.
Mr Barnsley’s full-year fixed remuneration package (including superannuation) is $463,500.
Remuneration of Mr Tayler for FY25 is for the period 1 July to 1 September 2024 (inclusive), after which time Mr Tayler ceased to be an Executive KMP. This includes the LTVR expense relating to prior years awards which were retained as he remained an employee of the Group for FY25. Mr Tayler did not receive an LTVR award in FY25.

28 Temple & Webster Group Ltd

7.2 Non-executive Director KMP statutory remuneration

The following table outlines the statutory remuneration of the Non-executive Director KMP:

						Equity
			Committee		Other	grant	Termination
		Board Fees	Fees	Superannuation	Benefits	Expense	Benefits	Total
Name	FY	$	$	$	$	$	$	$
Non-Executive Directors
Stephen	2025	182,410	–	20,977	–	22,723	–	226,111
Heath1	2024	201,250	–	22,138	–	–	–	223,388
Conrad Yiu2	2025 2024	141,750 141,750	21,000 21,000	– –	– –	– –	– –	162,750 162,750
Belinda Rowe1	2025 2024	85,874 108,784	28,251 28,378	13,124 15,088	– –	28,404 –	– –	155,654 152,250
Melinda	2025	90,359	28,251	13,640	–	22,723	–	154,973
Snowden1	2024	108,784	28,378	15,088	–	–	–	152,250

In FY25, the nominated Non-executive Directors elected to have part of their directors’ fees paid in Restricted rights under the ‘NED Equity Plan’ which reduced the Cash Board fees (refer to section 6.1 and 6.2 above for further details). As there was no fee sacrifice into Restricted rights in FY24, the Board fees (paid in cash), were higher in FY24 than in FY25. As per the Group’s accounting policy, the FY25 Restricted rights were accounted for at fair value at the grant date which is shown under the ‘Equity Grant Expense’ column above. As a result, there is a difference between the total fees paid to the Non-executive Directors per the above table and what would have been the total fees paid to them in cash.
Conrad Yiu elected not to receive superannuation from the Group.

Financial Report 2025

Remuneration report (audited) continued

7.3 KMP equity interests and changes during FY25

Movements in rights and options held by Executive KMP and Non-executive Directors, during FY25, are set out below:

		Balance
		at the		Granted as
		start of	remuneration
		the year	during FY25		Vested	Exercised	Lapsed	Balance 30 June		2025
										Vested
									Vested	and not
			Date						and exer-	exer-
Name	Instrument	Number	granted	Number	Number	Number	Number	Number	cisable	cisable
Executive KMP
Mark Coulter	Options	8,600,000	–	–	–	–	–	8,600,000	5,000,000	–
Adam McWhinney	Rights	70,690	29/11/24	25,022	–	–	(13,316)	82,396	–	–
Cameron Barnsley	Rights	–	29/11/24	32,216	–	–	–	32,216	–	–
Former Executive KMP
Mark Tayler	Rights	95,150	–	–	–	–	(17,928)	77,222	–	–
Non-Executive Directors
Stephen	Rights	14,150	9/12/24	1,728	1,728	–	–	15,878	15,878	–
Heath	Options1	181,026	–	–	–	(181,026)	–	–	–	–
Conrad	Rights	23,125	–	–	–	–	–	23,125	23,125	–
Yiu	Options1	181,026	–	–	–	(181,026)	–	–	–	–
Belinda Rowe	Rights	6,382	9/12/24	2,160	2,160	–	–	8,542	8,542	–
Melinda Snowden	Rights	–	9/12/24	1,728	1,728	–	–	1,728	1,728	–

These options vested in the previous financial years and had to be exercised by 30 June 2025, or the awards lapsed.

30 Temple & Webster Group Ltd

Share movements held by Executive KMP and Non-executive Directors during the reporting period, including their related parties, are set out below:

	Balance at	Received on
	the start of	exercise of			Balance at the
Name	the year	Right or Option	Purchased	Sold	end of the year
Executive KMP
Mark Coulter1	1,008,537	–	–	(250,000)	758,537
Adam McWhinney	2,309,855	–	–	(1,800,000)	509,855
Cameron Barnsley	–	–	–	–	–
Former Executive KMP
Mark Tayler	75,086	–	–	(44,167)	30,9192
Non-Executive Directors
Stephen Heath	–	181,026	–	(170,000)	11,026
Conrad Yiu1	2,077,933	181,026	–	(250,000)	2,008,959
Belinda Rowe	12,100	–	–	–	12,100
Melinda Snowden	–	–	1,500	–	1,500

ArdenPoint Ecommerce Unit Trust (‘Trust’) is the registered holder of 1,427,828 Ordinary Shares of Temple & Webster Group Ltd. For the purpose of the above table, both Mr Coulter and Mr Yiu, the beneficiaries of the Trust, are considered to hold 50% of the shares held by the Trust. This is the same as in prior financial years.
Closing balance of shares shown in the table for Mr Tayler is as at 1 September 2024, after which time Mr Tayler ceased to be an Executive KMP. Subsequently, Mr Tayler sold all his shares after moving to a non-KMP role and the number of shares held by Mr Tayler as at 30 June 2025 is nil.

The following table outlines the accounting values and potential future costs of equity remuneration granted during FY25 for executive KMP:

									Max Value
									to be
					Exercise	Fair Value	Total Fair	Value	Expensed
		Vesting			Price at	at Grant	Value at	Expensed	in Future
Name	Award	Conditions	Grant Date	Number	Vesting	Date	Grant	in FY25	Years
Adam McWhinney	PRs1	RTSR EPSG	29/11/2024 29/11/2024	12,511 12,511	– –	8.30 11.81	103,841 147,755	34,614 49,252	69,228 98,503
Cameron Barnsley	PRs1	RTSR EPSG	29/11/2024 29/11/2024	16,108 16,108	– –	8.30 11.81	133,696 190,235	44,565 63,412	89,131 126,824
Non-Executive Directors2
Stephen Heath	Rights	n/a	9/12/24	1,728	–	13.15	22,723	22,723	–
Belinda Rowe	Rights	n/a	9/12/24	2,160	–	13.15	28,404	28,404	–
Melinda Snowden	Rights	n/a	9/12/24	1,728	–	13.15	22,723	22,723	–

PRs means Performance rights.
Mr Yiu did not elect to sacrifice any fees for rights in FY25.

Financial Report 2025 31

Remuneration report (audited) continued

7.4 KMP service agreements

Executive KMP service agreements

The following outlines current executive KMP service agreements:

Name Employing company Duration of contract	Period of notice
	From Company From KMP
Mark Coulter TPW Group Services Pty Ltd No fxed term Adam McWhinney TPW Group Services Pty Ltd No fxed term Cameron Barnsley TPW Group Services Pty Ltd No fxed term	3 months 3 months 2 months 2 months 3 months 3 months

Non-executive Directors service agreements

The appointment of Non-executive Directors is subject to a letter of engagement. Under this approach, NEDs are not eligible for any termination benefits following termination of their office, nor any payments other than those required under law such as in respect of superannuation. There are no notice periods applicable to either party under this approach.

7.5 Other statutory disclosures

Loans to KMP and their related parties

During FY25 and to the date of this report, the Group made no loans to directors and other KMP and none were outstanding as at 30 June 2025.

Other transactions with KMP

During FY25 there were no other reportable transactions between the Group and its directors, KMP, or their personally related entities (‘Related Parties’).

This concludes the Remuneration report, which has been audited.

32 Temple & Webster Group Ltd

Directors’ report continued

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.

Non-audit services

The amount paid or payable to the auditor for non-audit services during the financial year was $50,480 (2024: $201,750). This is outlined in note 26 to the consolidated financial statements.

The directors are of the opinion that the services as disclosed in note 26 to the consolidated 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.

Officers of the Company who are former partners of Ernst & Young

There are no officers of the Company who are former partners of Ernst & Young.

Rounding of amounts

Amounts in this report have been rounded off to the nearest thousand dollars, or in certain cases, the nearest dollar, under the option available to the Company under ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191. The Company is an entity to which this legislative instrument applies.

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 on the following page.

Auditor

Ernst & Young continues in office in accordance with section 327 of the Corporations Act 2001.

This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act 2001.

On behalf of the Directors.

==> picture [72 x 43] intentionally omitted <==

Stephen Heath Chair

14 August 2025

Financial Report 2025

Auditor’s independence declaration

==> picture [72 x 75] intentionally omitted <==

Ernst & Young Tel: +61 2 9248 5555 200 George Street Fax: +61 2 9248 5959 Sydney NSW 2000 Australia ey.com/au GPO Box 2646 Sydney NSW 2001

Auditor’s independence declaration to the directors of Temple & Webster Group Ltd

As lead auditor for the audit of the financial report of Temple & Webster Group Ltd for the financial year ended 30 June 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 audit;
b. No contraventions of any applicable code of professional conduct in relation to the audit; and
c. No non-audit services provided that contravene any applicable code of professional conduct in relation to the audit.

This declaration is in respect of Temple & Webster Group Ltd and the entities it controlled during the financial year.

==> picture [103 x 23] intentionally omitted <==

Ernst & Young

==> picture [88 x 31] intentionally omitted <==

Rachel Rudman Partner 14 August 2025

A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation

34 Temple & Webster Group Ltd

Consolidated statement of profit or loss and other comprehensive income

For the year ended 30 June 2025

Note	Consolidated
	2025 $’000 2024 $’000
Revenue Revenue from contracts with customers 4 Cost of goods sold	600,719 497,841 (402,598) (331,779)
Gross margin Interest income Expenses Marketing Employee benefts 5 Warehouse Depreciation and amortisation 5 Merchant fees Finance costs 5 Other expenses 5 Share of loss of an associate	198,121 166,062 5,674 4,964 (98,045) (77,864) (50,785) (44,931) (7,588) (8,638) (8,360) (5,830) (6,605) (5,412) (1,266) (1,207) (16,307) (18,361) – (2,425)
Proft before tax Income tax expense 6	14,839 6,358 (3,537) (4,572)
Proft after tax for the year attributable to the owners of Temple & Webster Group Ltd Other comprehensive income	11,302 1,786
Other comprehensive income for the year, net of tax	– –
Total comprehensive income for the year attributable to the owners of Temple & Webster Group Ltd	11,302 1,786
	Cents Cents
Basic earnings per share 34 Diluted earnings per share 34	9.52 1.50 9.02 1.43

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

Financial Report 2025 35

Consolidated statement of financial position

As at 30 June 2025

Note	Consolidated
	2025 $’000 2024 $’000
Assets Current assets Cash and cash equivalents1 7 Trade and other receivables 8 Inventories 9 Other current assets 10 Other fnancial assets – current	144,346 107,152 11,602 10,542 29,034 26,466 5,307 4,063 – 202
Total current assets	190,289 148,425
Non-current assets Right-of-use assets 11 Property, plant and equipment 12 Intangibles 13 Deferred tax assets 6 Other non-current assets	22,120 21,068 5,459 5,993 8,731 8,204 50,877 22,774 34 20
Total non-current assets	87,221 58,059
Total assets	277,510 206,484
Liabilities Current liabilities Trade and other payables 14 Lease liabilities 5 Income tax payable Employee benefts 15 Provisions 16 Deferred revenue 17 Other fnancial liabilities – current 18	66,199 47,475 8,918 4,286 2,428 825 3,191 2,611 2,862 3,460 27,768 21,156 1,252 –
Total current liabilities	112,618 79,813
Non-current liabilities Employee benefts Lease liabilities 5 Make good provision 16	609 776 14,802 18,037 1,404 1,335
Total non-current liabilities	16,815 20,148
Total liabilities	129,433 99,961
Net assets	148,077 106,523
Equity Contributed capital 19 Reserves 20 Accumulated losses	105,375 101,944 45,483 18,662 (2,781) (14,083)
Total equity	148,077 106,523

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

Cash and cash equivalents as at 30/06/2024 included cash-in-transit of $9,201,000 which has now been reclassified to trade and other receivables. This was a change in presentation during the year ended 30 June 2025, and the comparative prior year balances were also updated in line with this change in presentation. Refer to note 35 in notes to the consolidated financial statements.

36 Temple & Webster Group Ltd

Consolidated statement of changes in equity

For the year ended 30 June 2025

	Contributed	Treasury		Accumulated	Total
	capital	shares	Reserves	losses	equity
Consolidated	$’000	$’000	$’000	$’000	$’000
Balance at 1 July 2023	114,472	–	9,128	(15,869)	107,731
Proft after tax for the year	–	–	–	1,786	1,786
Other comprehensive income for the year,	–	–	–	–	–
net of tax
Total comprehensive income for the year	–	–	–	1,786	1,786
Exercise of options	–	–	–	–	–
Share-based payments (note 20)	–	–	3,854	–	3,854
Tax impact on share-based payments (note 20)	–	–	5,680	–	5,680
Share buy-back (note 19)	(12,528)	–	–	–	(12,528)
Transaction costs	–	–	–	–	–
Issue of shares to Employee Share Trust	–	–	–	–	–
(note 19)
Shares transferred to employees under	–	–	–	–	–
LTVR scheme (note 19)
Balance at 30 June 2024	101,944	–	18,662	(14,083)	106,523

	Contributed	Treasury		Accumulated	Total
	capital	shares	Reserves	losses	equity
Consolidated	$’000	$’000	$’000	$’000	$’000
Balance at 1 July 2024	101,944	–	18,662	(14,083)	106,523
Proft after tax for the year	–	–	–	11,302	11,302
Other comprehensive income for the year,	–	–	–	–	–
net of tax
Total comprehensive income for the year	–	–	–	11,302	11,302
Exercise of options	361	–	–	–	361
Share-based payments (note 20)	–	–	4,880	–	4,880
Tax impact on share-based payments (note 20)	–	–	26,117	–	26,117
Share buy-back (note 19)	(1,086)	–	–	–	(1,086)
Transaction costs	–	–	(20)	–	(20)
Issue of shares to Employee Share Trust (note 19)	4,156	(4,156)	–	–	–
Shares transferred to employees under LTVR scheme (note 19)	–	4,156	(4,156)	–	–
Balance at 30 June 2025	105,375	–	45,483	(2,781)	148,077

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

Financial Report 2025 37

Consolidated statement of cash flows

For the year ended 30 June 2025

Note	Consolidated
	2025 $’000 2024 $’000
Cash fows from operating activities Receipts from customers (inclusive of GST) Payments to suppliers and employees (inclusive of GST) Interest received Interest and other fnance costs paid Income tax paid	665,846 548,559 (620,458) (525,827) 5,674 4,964 (1,197) (1,142) (3,920) (2,285)
Net cash from operating activities 33	45,945 24,269
Cash fows from investing activities Payment for other non-current fnancial assets Payments for property, plant and equipment 12 Proceeds from sale of property, plant and equipment 12 Payments for intangibles 13	– (2,428) (399) (61) 3 – (812) (491)
Net cash used in investing activities	(1,208) (2,980)
Cash fows from fnancing activities Proceeds from exercise of share options 19 Payments for share buy-back 19 Transaction costs of issue of shares Payment of principal portion of lease liabilities 5	361 – (1,086) (12,092) (20) – (6,798) (3,709)
Net cash used in fnancing activities	(7,543) (15,801)
Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the fnancial year1	37,194 5,488 107,152 101,664
Cash and cash equivalents at the end of the fnancial year1 7	144,346 107,152

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

Cash and cash equivalents as at 30/06/2024 included cash-in-transit of $9,201,000 which has now been reclassified to trade and other receivables. This was a change in presentation during the year ended 30 June 2025, and the comparative prior year balances were also updated in line with this change in presentation. Refer to note 35 in notes to the consolidated financial statements.

38 Temple & Webster Group Ltd

Notes to the consolidated financial statements 30 June 2025

Note 1. Corporate information

The consolidated financial statements cover Temple & Webster Group Ltd (referred to as ‘Company’ or ‘parent entity’) as a Group consisting of Temple & Webster Group Ltd and the entities it controlled at the end of, or during, the year (collectively referred to in these consolidated financial statements as the ‘Group’). The consolidated financial statements are presented in Australian dollars, which is Temple & Webster Group Ltd’s functional and presentation currency.

Temple & Webster Group Ltd is a for profit company incorporated and domiciled in Australia whose shares are publicly traded on the Australian Stock Exchange. The Group’s principal place of business is:

Building 2/1-7 Unwins Bridge Road St Peters, NSW 2044

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

The consolidated financial statements were authorised for issue, in accordance with a resolution of Directors, on 14 August 2025. The Directors have the power to amend and reissue the consolidated financial statements.

Note 2. Critical accounting judgements, estimates and assumptions

The preparation of the consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the consolidated 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.

Goodwill and other indefinite life intangible assets

The Group 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 stated accounting policy. The recoverable amount of the cash-generating unit has been determined based on a value-in-use calculation. This calculation requires the use of assumptions, including estimated discount rates based on the current cost of capital and growth rates of the estimated future cash flows.

Share-based payment transactions

The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value of long-term variable remuneration (‘LTVR’) performance rights is determined by using either the Trinomial, Monte Carlo or Black-Scholes models, as appropriate, taking into account the terms and conditions upon which the instruments were granted. Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group’s judgement on the number of equity instruments that will ultimately vest. The fair value of short-term variable remuneration (‘STVR’) performance rights is based on the market value of Temple & Webster Group Ltd shares less dividend yield at the date each performance right is accepted by the participant, or a fixed percentage of remuneration as determined by the Performance Rights Plan. 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.

Financial Report 2025 39

Notes to the consolidated financial statements continued

Refunds provision

In determining the level of the provision, the Group has made judgements in respect of the expected return of products, number of customers who will actually return the products and how often, and the costs of fulfilling the return.

Historical experience and current knowledge of the performance of the products have been used in determining this provision. Refer to note 16 for further details.

Deferred tax assets

Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits, together with future tax planning strategies. Refer to note 6 for further details.

Determining the lease term of contracts with renewal options

The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised. The Group applies judgement in evaluating whether it is reasonably certain to exercise the option to renew, i.e. it considers all relevant factors that create an economic incentive for it to exercise the renewal. After the commencement date, the Group reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise (or not to exercise) the option to renew (e.g. a change in business strategy). For the building lease, the Group has not included the renewal period as part of the lease term.

Note 3. Operating segments

Identification of reportable operating segments

The Group operates in one segment being the sale of furniture, homewares and home improvement products through its online platform. This operating segment is based on the internal reports that are reviewed and used by the Board of Directors, who are identified as the Chief Operating Decision Makers (‘CODM’) in assessing performance and in determining the allocation of resources. There is no aggregation of operating segments.

The operating segment information is the same information as provided throughout the consolidated financial statements and therefore not duplicated. The information reported to the CODM is on at least a monthly basis.

Note 4. Revenue from contracts with customers

Set out below is the disaggregation of the Group’s revenue from contracts with customers:

Note 4. Revenue from contracts with customers Set out below is the disaggregation of the Group’s revenue from contracts with customers:
	Consolidated
	2025 $’000 2024 $’000
Sale of goods Purchase protection	599,210 496,670 1,509 1,171
	600,719 497,841

40 Temple & Webster Group Ltd

Accounting policy for revenue

Revenue recognition

AASB 15 establishes a five-step model to account for revenue arising from contracts with customers. Under the standard, revenue is recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. AASB 15 requires entities to exercise judgement, taking into consideration all of the relevant facts and circumstances when applying each step of the model to contracts with their customers. The standard also specifies the accounting for the incremental costs of obtaining a contract and the costs directly related to fulfilling a contract.

Contracts with customers and performance obligations

The Group sells furniture and homewares online to both end consumers and commercial customers. Each sale represents a separate identified contract with a customer for which generally two performance obligations are expected: sales of goods and purchase protection revenue. For sales of goods, the revenue is recognised at a point in time when control of the asset is transferred to the customer, generally on delivery of the goods, whilst purchase protection is recognised over time.

Transaction price and variable consideration

In accordance with the standard, when a performance obligation is satisfied, the Group recognises revenue to the extent of the transaction price allocated to that performance obligation taking into account the impact of constraints arising from variable consideration. If the consideration in a contract includes a variable amount, the Group estimates the amount of consideration to which it will be entitled in exchange for transferring the goods to the customer. The variable consideration is estimated at inception and constrained until it is highly probable that a significant revenue reversal in the amount of cumulative revenue recognised will not occur when the associated uncertainty with the variable consideration is subsequently resolved. Some contracts provide customers with a right of return and/or trade discounts. Such provisions might give rise to variable consideration.

Right-of-return

When a contract with a customer provides a right to return the goods within a specified period, a provision for the amount of revenue related to the expected returns is recognised in the consolidated statement of financial position, and an asset for the right to recover products from customers on settling the refund liability.

Deferred revenue – gift cards/store credits

When a customer purchases a gift card, it is pre-paying for goods or services to be delivered in the future. The Group has an obligation to transfer, or stand ready to transfer, the goods or services in the future – creating a performance obligation. The Group recognises a contract liability for the prepayment and derecognises the liability (and recognises revenue) when it fulfils the performance obligation. As a result, revenue from the sale of a gift card is recognised when the Group supplies the goods upon exercise of the gift card. Store credits are treated in a similar way with the difference that no cash was received from customers when they are issued. Breakage (i.e. the customer’s unexercised right) is to be estimated and recognised as revenue in proportion to the pattern of rights exercised by the customer.

Deferred revenue – other

Generally, the Group receives only short-term advances from its customers. The Group does not receive material long-term advances. The Group has decided to use the practical expedient provided under the standard to not adjust the promised amount of consideration for the effects of a significant financing component in the contracts, where the Group expects, at contract inception, that the period between the Group transfer of a promised good or service to a customer and when the customer pays for that good or service will be one year or less. The Group concludes this does not have a material impact on the Group’s consolidated financial statements.

Presentation and disclosure requirements

As required for the consolidated financial statements, the Group disaggregated revenue recognised from contracts with customers into categories that depict the nature and amount. Refer above for the disclosure on disaggregated revenue.

Financial Report 2025 41

Notes to the consolidated financial statements continued

Note 5. Expenses

Note 5. Expenses
	Consolidated
	2025 $’000 2024 $’000
Proft before income tax includes the following specifc expenses: Depreciation Right-of-use assets – buildings Plant and equipment Leasehold improvements	7,144 4,527 223 363 709 682
Total depreciation	8,076 5,572
Amortisation Software and websites	284 258
Total amortisation	284 258
Total depreciation and amortisation	8,360 5,830
Finance costs Interest on lease liabilities	1,266 1,207
Total fnance costs	1,266 1,207
Other expenses Hosting and other IT Consulting services Change in fair value of other non-current fnancial assets Fees and services Rent, occupancy and property insurance Travelling expenses Other	9,302 6,637 2,910 4,271 – 3,024 1,439 1,741 1,022 884 576 527 1,058 1,277
Total other expenses	16,307 18,361
Employee benefts expense Employee benefts expense excluding superannuation Equity-settled share-based payment expense (refer to note 20) Cash-settled share-based payment expense (refer to note 21) Superannuation contribution expense	41,270 37,311 4,880 3,854 1,368 1,000 3,267 2,766
Total employee benefts expense	50,785 44,931

42 Temple & Webster Group Ltd

Accounting policy for leases

Set out below are the accounting policies of the Group in relation to AASB 16 Leases .

Group as a lessee

The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.

Right-of-use assets

The Group recognises right-of-use assets at the commencement date of the lease (i.e. the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Unless the Group is reasonably certain to obtain ownership of the leased asset at the end of the lease term, the recognised right-of-use assets are depreciated on a straight-line basis over the shorter of their estimated useful life and the lease term. Right-of-use assets are subject to impairment, consistent with the Group’s property, plant and equipment.

Lease liabilities

At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating a lease, if the lease term reflects the Group exercising the option to terminate. The variable lease payments that do not depend on an index or a rate are recognised as expenses in the period in which the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset.

Short-term leases and leases of low-value assets

The Group applies the short-term lease recognition exemption to its short-term leases (i.e. those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of equipment that are considered of low value. Lease payments on short-term leases and leases of low-value assets are recognised as an expense on a straight-line basis over the lease term.

Presentation and disclosure requirements

As required for the consolidated financial statements, the Group has recognised the relevant Right-of-use assets and Lease liabilities in relation to the leases the Group currently holds.

Financial Report 2025 43

Notes to the consolidated financial statements continued

The changes in lease liabilities from financing activities are set out below:

The changes in lease liabilities from fnancing activities are set out below:
	$’000
Consolidated	Total
Balance at 1 July 2023	25,033
Accretion of interest	1,138
Payments – principal and interest	(4,847)
Re-measurement	999
Balance at 30 June 2024	22,323
Current	4,286
Non-current	18,037
Balance at 1 July 2024	22,323
Accretion of interest	1,198
Payments – principal and interest	(7,996)
New Leases	7,687
Re-measurement	508
Balance at 30 June 2025	23,720
Current	8,918
Non-current	14,802

The Group classifies interest paid as cash flows from operating activities. The undiscounted potential future rental payments pertaining to lease extension options not reflected in the lease liabilities total to $33,043,000 (2024: $26,868,000).

During the year ended 30 June 2025, the Group entered into a warehouse lease contract that contains variable payments based on the number of pallets stored in the warehouse. The variable lease payment for storing pallets in this warehouse is included in warehouse expenses in the consolidated statement of profit or loss. The following provides information on the Group’s variable lease payments, including the magnitude in relation to fixed payments:

	Fixed	Variable
	payments	payment	Total
	$’000	$’000	$’000
Fixed rent	7,996	–	7,996
Variable rent	–	1,240	1,240
Total payments	7,996	1,240	9,236

A 5% increase in number of pallets stored at the warehouse would increase total lease payments by 1%.

Note 6. Income tax expense

The major components of income tax expense in the consolidated statement of profit or loss are:

	Consolidated
	2025 $’000 2024 $’000
Current income tax expense Deferred income tax expense/(beneft)	6,705 3,439 (3,168) 1,133
	3,537 4,572

44 Temple & Webster Group Ltd

Reconciliation of tax expense and the accounting profit multiplied by the Group’s statutory tax rate for the current and the previous financial year:

Reconciliation of tax expense and the accounting proft multiplied by the Group’s statutory previous fnancial year:	tax rate for the current and the
	Consolidated
	2025 $’000 2024 $’000
Accounting proft before income tax expense	14,839 6,358
Income tax expense at the statutory tax rate of 30% Adjustments in respect of current income tax of previous years (Deductible)/non-deductible expenses for tax purposes – share-based payments Tax on proceeds from exercise of equity options Non-deductible expenses for tax purposes – share of loss of an associate Non-deductible expenses for tax purposes – change in fair value of other non-current fnancial assets Non-deductible expenses for tax purposes – others	4,452 1,907 12 (38) (1,050) 1,065 108 – – 727 – 907 15 4
Income tax expense reported in the consolidated statement of proft or loss	3,537 4,572

Deferred tax

Deferred tax asset recognised comprises temporary differences attributable to:

Deferred tax Deferred tax asset recognised comprises temporary diferences attributable to:
	Consolidated
	2025 $’000 2024 $’000
Share-based payments Lease liabilities Deferred revenue Carry-forward tax losses Provisions for returns, refunds, inventory and bad debtors Employee benefts Property, plant and equipment Deductible capital raising costs Right-of-use assets Accrued expenses Intangibles Foreign exchange Prepayments and others	42,663 15,279 7,116 6,697 4,689 3,179 2,434 2,711 1,491 1,860 1,224 1,086 385 167 59 105 (6,636) (6,320) (2,151) (1,146) (789) (795) 399 (47) (7) (2)
	50,877 22,774

Deferred tax assets have been recognised to the extent the Group has estimated it will be probable that future taxable amounts will be available to utilise those temporary differences. The deferred tax asset on unrecognised tax losses amounting to $2,434,000 (2024: $2,711,000) was recognised for the year ended 30 June 2025. The carry-forward tax losses have been recognised to the extent that it is probable that future taxable amounts with be able to be utilised in the foreseeable future. These tax losses can only be utilised in the future if the continuity of ownership test is passed, or failing that, the same business test is passed.

Financial Report 2025 45

Notes to the consolidated financial statements continued

Accounting for tax

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 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:

i. 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
ii. 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.

Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current 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.

Tax consolidated group

Temple & Webster Group Ltd (the ‘head entity’) and its wholly-owned Australian subsidiaries formed an income tax consolidated group (‘tax group’) under the tax consolidation regime with effect from 4 December 2015. Each entity in the tax group continues to account for their own current and deferred tax amounts. The tax group has applied the ‘group allocation’ approach in determining the appropriate amount of taxes to allocate to group members. In addition to its own tax amounts, the head entity also recognises the tax arising from unused tax losses and tax credits assumed from each subsidiary in the tax group.

Assets or liabilities arising under tax funding agreements are recognised as amounts receivable from or payable to other entities in the tax group. The tax funding arrangement ensures that the intercompany charge equals the current tax liability or benefit of each tax group member, resulting in neither a contribution by the head entity to the subsidiaries nor a distribution by the subsidiaries to the head entity.

Franking credits

The franking credits available as at 30 June 2025 is $14,272,000 (2024: $10,351,000) from the payment of income tax.

Note 7. Current assets – cash and cash equivalents

Note 7. Current assets – cash and cash equivalents
	Consolidated
	2025 $’000 2024 $’000
Cash at bank1 Cash on deposit	71,312 37,192 73,034 69,960
	144,346 107,152

Cash on deposit includes $2,669,000 (2024: $3,075,000) restricted cash balance subject to contractual restrictions and this is not available for use by the Group.

The comparative information has been reclassified. Refer to note 35 in notes to the consolidated financial statements for further details.

46 Temple & Webster Group Ltd

Accounting policy for cash and cash equivalents

Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, and 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. For cash flow purposes, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.

Note 8. Current assets – trade and other receivables

	Consolidated
	2025 $’000 2024 $’000
Trade receivables Other receivables1	325 1,341 11,277 9,201
	11,602 10,542

Other receivable includes $11,249,000 (2024: $9,201,000) cash-in-transit balance. This was a change in presentation during the year ended 30 June 2025.

Note 9. Current assets – inventories

Note 9. Current assets – inventories
	Consolidated
	2025 $’000 2024 $’000
Stock in transit Stock on hand Less: Provision for impairment	8,857 8,852 21,195 19,026 (1,018) (1,412)
Stock on hand (net)	20,177 17,614
	29,034 26,466

Inventory that was recognised as an expense in the statement of profit or loss amounted to $310,926,000 (2024: 256,794,000) for the year ended 30 June 2025 and was recognised in Cost of goods sold.

Cost of goods sold also includes the shipping costs incurred on delivery of products to customers of $91,672,000 (2024: $74,985,000).

Accounting policy for inventories

Stock in transit and stock on hand are stated at the lower of cost and net realisable value. The costs of purchase of inventories comprise the purchase price, import duties and other taxes (other than those subsequently recoverable by the entity from the taxing authorities), and transport, handling and other costs directly attributable to the acquisition of finished goods, materials and services. Trade discounts, rebates and other similar items are deducted in determining the costs of purchase.

Both stock in transit and stock on hand are finished goods for which net realisable value is the estimated selling price in the ordinary course of business less the estimated selling costs necessary to make the sale.

The comparative information has been reclassified. Refer to note 35 in notes to the consolidated financial statements for further details.

Financial Report 2025

Notes to the consolidated financial statements continued

Note 10. Current assets – other

Note 10. Current assets – other
	Consolidated
	2025 $’000 2024 $’000
Prepayments Right-of-return assets Security deposits	4,690 3,829 479 224 138 10
	5,307 4,063

Note 11. Non-current assets – right-of-use assets

Note 11. Non-current assets – right-of-use assets
		Consolidated
	2025	2024
	$’000	$’000
Buildings (at cost) – Balance at 1 July	30,808	29,809
Additions	7,687	–
Re-measurement	509	999
	39,004	30,808
Less: Accumulated depreciation	(16,884)	(9,740)
Balance at 30 June	22,120	21,068

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

	Buildings	Total
Consolidated	$’000	$’000
Balance at 1 July 2023	24,596	24,596
Re-measurement	999	999
Depreciation expense	(4,527)	(4,527)
Balance at 30 June 2024	21,068	21,068
Balance at 1 July 2024	21,068	21,068
Additions	7,687	7,687
Re-measurement	509	509
Depreciation expense	(7,144)	(7,144)
Balance at 30 June 2025	22,120	22,120

Refer to note 5 for the accounting policies on right-of-use assets.

48 Temple & Webster Group Ltd

Note 12. Non-current assets – property, plant and equipment

Note 12. Non-current assets – property, plant and equipment
	Consolidated
	2025 $’000 2024 $’000
Leasehold improvements – at cost Less: Accumulated depreciation on leasehold improvements	7,149 6,904 (1,943) (1,235)
	5,206 5,669
Construction in progress	– 24
Plant and equipment – at cost Less: Accumulated depreciation	2,540 2,363 (2,287) (2,063)
	253 300
	5,459 5,993

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

	Leasehold	Construction	Plant and
	improvements	in progress	equipment	Total
Consolidated	$’000	$’000	$’000	$’000
Balance at 1 July 2023	6,344	–	633	6,977
Additions	7	24	30	61
Depreciation expense	(682)	–	(363)	(1,045)
Balance at 30 June 2024	5,669	24	300	5,993
Balance at 1 July 2024	5,669	24	300	5,993
Additions	–	221	182	403
Disposals	–	–	(5)	(5)
Transfers	245	(245)	–	–
Depreciation expense	(708)	–	(224)	(932)
Balance at 30 June 2025	5,206	–	253	5,459

Accounting policy for property, plant and equipment

Plant and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes the cost of replacing part of the plant and equipment, if the recognition criteria are met. When significant parts of plant and equipment are required to be replaced at intervals, the Group depreciates them separately based on their specific useful lives.

Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognised in profit or loss as incurred. The present value of the expected cost for the decommissioning of an asset after its use is included in the cost of the respective asset if the recognition criteria for a provision are met.

Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, as follows:

Plant, machinery and equipment 2 to 20 years Leasehold improvements 2 to 10 years

Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

Financial Report 2025 49

Notes to the consolidated financial statements continued

Note 13. Non-current assets – intangibles

Note 13. Non-current assets – intangibles
	Consolidated
	2025 $’000 2024 $’000
Goodwill – at cost Less: Accumulated impairment	22,434 22,434 (17,902) (17,902)
	4,532 4,532
Brands – at cost	2,781 2,781
Software and websites – at cost Less: Accumulated amortisation Less: Accumulated impairment	4,652 3,632 (1,853) (1,568) (1,474) (1,474)
	1,325 590
Development costs	49 257
Other	44 44
	8,731 8,204

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

			Software and	Development
	Goodwill	Brands	websites	costs	Other	Total
Consolidated	$’000	$’000	$’000	$’000	$’000	$’000
Balance at 1 July 2023	4,532	2,781	614	–	44	7,971
Additions	–	–	–	491	–	491
Transfer of software upon completion	–	–	234	(234)	–	–
Amortisation expense	–	–	(258)	–	–	(258)
Balance at 30 June 2024	4,532	2,781	590	257	44	8,204
Balance at 1 July 2024	4,532	2,781	590	257	44	8,204
Additions	–	–	–	812	–	812
Transfer of software upon completion	–	–	1,020	(1,020)	–	–
Amortisation expense	–	–	(285)	–	–	(285)
Balance at 30 June 2025	4,532	2,781	1,325	49	44	8,731

50 Temple & Webster Group Ltd

Impairment testing

For impairment testing, goodwill and brands acquired through business combinations are allocated to the Temple & Webster CGU (‘TPW’) and amounted to $7,313,000 in the current and previous financial year. The Group performed its annual impairment test in June 2025 and June 2024. The recoverable amount of the TPW CGU was assessed based on a value-in-use calculation, using a discounted cash flow model, based on a five-year projection period including the budget approved by the Board for the financial year ended 30 June 2026. The key assumptions used to determine the value-in-use of the TPW CGU are based on the Directors’ current expectations which were considered to be reasonably achievable. However, significant changes in any of these key estimates, assumptions or regulatory environments may result in the TPW CGU carrying value exceeding its recoverable value, requiring an impairment charge to be recognised. Any reasonable possible change in any of the assumptions used did not result in an impairment charge at 30 June 2025. The key assumptions are those to which the recoverable amount of an asset or CGU is most sensitive.

The following key assumptions were used in the value-in-use calculation for the TPW CGU:

a. 13.5% pre-tax discount rate (14.5% in the previous financial year),
b. revenue growth in year 1 as per the next financial year budget approved by the Board (consistent approach with the previous financial year),
c. revenue growth in years 2 to 5 calculated based on the combination of the historical growth rates over the past four years as well as external industry data (consistent approach with the previous financial year),
d. 3% terminal growth rate in the current and the previous financial year.

In accordance with AASB 136 ‘Impairment of assets’, forecasts did not include estimated future cash inflows or outflows that were expected to arise from improving or enhancing the CGU’s performance.

Based on the above assumptions, the calculated recoverable amount was higher than the carrying value of the TPW CGU and therefore no impairment charge was expensed to profit or loss for the year ended 30 June 2025.

No changes to the CGU structure were made in the current financial year. No reasonable possible change in assumptions would result in impairment to the CGU.

Accounting policy for 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 non-financial 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 with a cash-generating unit.

Accounting policy for intangible assets

Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their fair value at the date of the acquisition. Intangible assets acquired separately are initially recognised at cost. Indefinite life intangible assets are not amortised and are subsequently measured at cost less any impairment. Finite life intangible assets are subsequently measured at cost less amortisation and any impairment. The gains or losses recognised in profit or loss arising from the derecognition of intangible assets are measured as the difference between net disposal proceeds and the carrying amount of the intangible asset. The method and useful lives of finite life intangible assets are reviewed annually. Changes in the expected pattern of consumption or useful life are accounted for prospectively by changing the amortisation method or period.

Financial Report 2025 51

Notes to the consolidated financial statements continued

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.

Brands

Brand costs acquired are capitalised as an asset. These costs are not subsequently amortised as they have an indefinite useful life; instead they are tested annually for impairment.

Software and websites

Significant costs associated with software are deferred and amortised on a straight-line basis over the period of their expected benefit, being their finite useful lives of between two to seven years.

Research and development

Research costs are expensed in the period in which they are incurred. Development costs are capitalised when it is probable that the project will be a success considering its commercial and technical feasibility, the Group is able to use or sell the asset, the Group has sufficient resources and intent to complete the development and its costs can be measured reliably.

Capitalised development costs are amortised on a straight-line basis over the period of their expected benefit, being their finite useful life of three years.

Customer relationships

Customer contracts acquired in a business combination are amortised on a straight-line basis over the period of their expected benefit, being their finite useful life of four years.

Note 14. Current liabilities – trade and other payables

	Consolidated
	2025 $’000 2024 $’000
Trade payables Accrued payables Employee related payables Cash-settled share-based payments (refer to note 21) On-costs on share-based payments Other payables	48,340 36,295 13,197 6,880 1,214 1,189 1,368 1,000 81 59 1,999 2,052
	66,199 47,475

Accounting policy for trade and other payables

These amounts represent liabilities for wages, salaries and goods and services provided to the Group prior to the end of the reporting period 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. Gains and losses are recognised in profit or loss when the liabilities are derecognised.

Defined contribution superannuation expense

Contributions to defined contribution superannuation plans are expensed in the period in which they are incurred.

52 Temple & Webster Group Ltd

Note 15. Current liabilities – employee benefits

	Consolidated
	2025 $’000 2024 $’000
Annual leave Long service leave	2,143 2,083 1,048 528
	3,191 2,611

Accounting policy for employee benefits

Employee benefits

Short-term employee benefits

Liabilities recognised for salaries and wages, annual leave and any other short-term employee benefits that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are measured at the amounts expected to be paid when the liabilities are settled in respect of services provided by employees up to the reporting date.

Long-term employee benefits

The Group’s net obligation in respect of long-term service benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods. The obligation is calculated using the expected future increases in wage and salary rates including related on-costs and expected settlement dates, and is discounted using rates attached to bonds with sufficiently long maturities at the balance sheet date, which have maturity dates approximating to the terms of the Group’s obligations.

Note 16. Provisions

	Consolidated
	2025 $’000 2024 $’000
Current provisions Refunds and replacements	2,862 3,460
	2,862 3,460
Non-current provisions Make good obligation	1,404 1,335
	1,404 1,335

Financial Report 2025 53

Notes to the consolidated financial statements continued

Movements in provisions

Movements in each class of provision during the current financial year are set out below:

	Make good	Refunds and
	obligation	replacements	Total
Consolidated	$’000	$’000	$’000
Carrying amount at 1 July 2023	1,270	3,570	4,840
Additional provisions recognised	65	27,757	27,822
Amounts used	–	(24,506)	(24,506)
Unused amounts reversed	–	(3,361)	(3,361)
Carrying amount at 30 June 2024	1,335	3,460	4,795
Additional provisions recognised	69	35,193	35,262
Amounts used	–	(33,623)	(33,623)
Unused amounts reversed	–	(2,168)	(2,168)
Carrying amount at 30 June 2025	1,404	2,862	4,266

Accounting policy for provisions

Lease make good

The provision represents the present value of the estimated costs to make good the premises leased by the Group at the end of the respective lease terms.

Refunds and replacements

The refunds provision represents the value of goods expected to be returned by customers as a result of ‘change of mind’ or defective and damaged goods receipted by customers. The replacement provision represents the value of goods expected to be replaced by the Group as a result of defective and damaged goods receipted by customers. The provisions are estimated based on historical data using the percentage of actual refunds and replacements against sales revenue and cost of goods sold.

Provisions are recognised when the Group has a present (legal or constructive) obligation as a result of a past event, it is probable the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. If the time value of money is material, provisions are discounted using a current pre-tax rate specific to the liability. The increase in the provision resulting from the passage of time is recognised as a finance cost in profit or loss.

54 Temple & Webster Group Ltd

Note 17. Current liabilities – deferred revenue

Note 17. Current liabilities – deferred revenue
	Consolidated
	2025 $’000 2024 $’000
Deferred revenue	27,768 21,156
Movements in deferred revenue during the current fnancial year are set out below:	Deferred revenue $’000
Carrying amount at 1 July 2023 Additional revenue deferred Revenue recognised	13,665 505,332 (497,841)
Carrying amount at 30 June 2024 Additional revenue deferred Revenue recognised	21,156 607,331 (600,719)
Carrying amount at 30 June 2025	27,768

Refer to note 4 for the accounting policies on deferred revenue.

Note 18. Other financial liabilities – current

Note 18. Other financial liabilities – current
Current	Consolidated
	2025 $’000 2024 $’000
Foreign exchange forward contract	1,252 –
	1,252 –

Refer to note 23 for the accounting policies on financial liabilities.

Financial Report 2025 55

Notes to the consolidated financial statements continued

Note 19. Equity – contributed capital and treasury shares

	Consolidated
	2025 Shares 2024 Shares 2025 $’000 2024 $’000
Ordinary shares – fully paid	118,789,993 118,570,156 105,375 101,944
Movements in ordinary share capital Details Date Shares Issue price $’000
Balance 1 July 2023 120,253,448 114,472
Shares bought back and cancelled see ‘Ordinary shares’ note below (1,683,292) (12,528)
Balance 1 July 2024 118,570,156 101,944 Exercise of options – 361 Issue of shares to Employee Share Trust 26 August 2024 181,026 $11.42 2,069 Issue of shares to Employee Share Trust 27 November 2024 181,026 $11.53 2,087 Shares bought back and cancelled see ‘Ordinary shares’ note below (142,215) (1,086)
Balance 30 June 2025 118,789,993 105,375
Movements in treasury shares Details Date Shares Issue price $’000
Balance 1 July 2024 – –
Shares purchased under LTVR scheme (362,052) 11.48 (4,156) Shares transferred to employees under LTVR scheme 362,052 11.48 4,156
Balance 30 June 2025 – –

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.

The on-market share buy-back program that was initiated by the Group on 17 June 2024 was concluded on 30 May 2025. Subsequently, on 2 June 2025, the Group announced a new ‘on-market’ share buy-back program for a 12 month period ending 19 June 2026.

During the year ended 30 June 2025, the Group purchased 88,341 ordinary shares (2024: 1,735,838) on issue at average price of $12.29 (2024: $7.22) under the on-market share buy-back programs. All the shares bought-back were cancelled as at 30 June 2025.

Treasury shares

Treasury shares represent own equity instruments which are issued or acquired for later payment as part of employee share-based payment arrangements and deducted from equity. These shares are held in trust by the trustee of the Temple & Webster Group Ltd Employee Share Trust and vest in accordance with the conditions attached to the granting of the shares. The accounting policy applied in respect of share-based payments is disclosed in note 21. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Group’s own equity instruments.

56 Temple & Webster Group Ltd

Capital risk management

The Group’s objective 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 consolidated statement of financial position, plus net debt. Net debt is calculated as total borrowings and trade and other payables, less cash and cash equivalents.

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders or issue new shares. The Group would look to raise capital when an opportunity to invest in a business or company is seen as value adding relative to the current Company’s share price at the time of the investment. No changes were made in the objectives, policies or processes for managing capital during the years ended 30 June 2025 and 30 June 2024. The Group used the cash and assets in a form readily convertible to cash that it had at the time of admission in a way consistent with its business objectives in the financial years ended 30 June 2025 and 30 June 2024.

Accounting policy for contributed 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.

Note 20. Equity – reserves

		Consolidated
	2025	2024
	$’000	$’000
Share-based payments reserve	45,483	18,662
	45,483	18,662

Accounting policy for reserves

Share-based payments reserve

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

Shares issued to employees by the Temple & Webster Employee Share Trust are recognised against the reserve.

Movements in reserves

Movements in each class of reserve during the current and previous financial year are set out below:

	Share-based
	payments
Consolidated	$’000
Balance at 1 July 2023	9,128
Transaction Cost	–
Shares issued to employees under LTVR scheme	–
Share-based payments	3,854
Tax impact on share-based payments	5,680
Balance at 30 June 2024	18,662
Transaction Cost	(20)
Shares issued to employees under LTVR scheme	(4,156)
Share-based payments	4,880
Tax impact on share-based payments	26,117
Balance at 30 June 2025	45,483

Financial Report 2025

Notes to the consolidated financial statements continued

Note 21. Share-based payments

Long-Term Variable Remuneration (‘LTVR’) plans were established by the Group and approved by the Board, whereby the Group may, at the discretion of the Nomination and Remuneration Committee, grant performance rights, options or restricted rights over ordinary shares in the Company to employees and directors of the Group. The performance rights are issued for nil consideration and are granted in accordance with performance guidelines established by the Nomination and Remuneration Committee. The options are issued at a pre-determined consideration amount and are granted in accordance with performance guidelines established by the Nomination and Remuneration Committee. The restricted rights are issued based on participants sacrificing a portion of their salary in return for a grant of restricted rights. The LTVR performance targets are based on share price hurdles, total shareholder returns or earnings per share which are set at the beginning of the performance period and are aligned to business level strategic priorities. Each participant is required to meet a service condition for performance rights to vest.

Set out below are summaries of performance rights granted under the LTVR plans as at 30 June 2025:

			Balance at	Vested	Expired/	Balance at
		Exercise	the start of	but not	forfeited/	the end of
Grant date	Vesting date	price	the year	Granted exercised	Exercised replaced	the year
21/12/2021	30/06/2024	$0.00	104,083	– –	– (104,083)	–
11/05/2023	30/06/2025	$0.00	272,728	– –	– –	272,728
13/11/2023	30/06/2026	$0.00	195,144	– –	– –	195,144
1/12/2023	31/08/2025	$0.00	18,509	– –	– –	18,509
1/12/2023	31/08/2026	$0.00	18,509	– –	– –	18,509
1/04/2024	31/08/2025	$0.00	3,022	– –	– –	3,022
1/04/2024	31/08/2026	$0.00	3,022	– –	– –	3,022
29/11/2024	30/06/2027	$0.00	–	144,518 –	– –	144,518
1/12/2024	28/02/2026	$0.00	–	4,344 –	– –	4,344
1/12/2024	31/08/2027	$0.00	–	4,344 –	– –	4,344
			615,017	153,206 –	– (104,083)	664,140

The weighted average remaining contractual life of performance rights outstanding at the end of the 2025 financial year was 0.79 years.

Set out below are summaries of performance rights granted under the LTVR plans as at 30 June 2024:

			Balance at		Vested		Expired/	Balance at
		Exercise	the start of		but not		forfeited/	the end of
Grant date	Vesting date	price	the year	Granted	exercised	Exercised	replaced	the year
28/06/2021	30/06/2023	$0.00	109,705	–	–	–	(109,705)	–
21/12/2021	30/06/2024	$0.00	104,083	–	–	–	–	104,083
30/06/2022	30/06/2026	$0.00	538,756	–	–	–	(538,756)	–
11/05/2023	30/06/2025	$0.00	272,728	–	–	–	–	272,728
13/11/2023	30/06/2026	$0.00	–	195,144	–	–	–	195,144
1/12/2023	31/08/2025	$0.00	–	18,509	–	–	–	18,509
1/12/2023	31/08/2026	$0.00	–	18,509	–	–	–	18,509
1/04/2024	31/08/2025	$0.00	–	3,022	–	–	–	3,022
1/04/2024	31/08/2026	$0.00	–	3,022	–	–	–	3,022
			1,025,272	238,206	–	–	(648,461)	615,017

58 Temple & Webster Group Ltd

The weighted average remaining contractual life of performance rights outstanding at the end of the 2024 financial year was 1.19 years.

The Group issued Long-Term Variable Remuneration (‘LTVR’) Performance Rights and Retention Rights to the executive and management team during the current financial year. Of the total LTVR performance rights granted during the current financial year on 29 November 2024, 50% of the LTVR have market vesting condition based on Group’s Total Shareholder Return (‘TSR’) as compared to TSR of the constituents of the S&P/ASX 300 Industrials Index over the performance period and the remaining 50% of the LTVR have non-market vesting condition based on the achievement of a certain Earnings Per Share Growth (‘EPSG’) target.

For the LTVR performance rights granted during the current financial year to the executive and management team with a TSR target, the valuation model inputs used to determine the fair value at the grant dated, are as follows:

		Share price	Exercise	Expected	Dividend	Risk-free	Fair value
Grant date	Vesting date	at grant date	price	volatility	yield	interest rate	at grant date
29/11/2024	30/06/2027	$11.81	$0.00	53.00%	–	3.92%	$8.30

For the LTVR performance rights granted to the executive and management team with an EPSG target, the share price on the grant date is determined to be the fair value at the grant date of $11.81.

For the LTVR performance rights granted during the previous financial years, 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	Vesting date	at grant date	price	volatility	yield	interest rate	at grant date
21/12/2021	30/06/2024	$10.09	$0.00	63.12%	–	0.76%	$5.90
11/05/2023	30/06/2025	$3.77	$0.00	67.76%	–	3.03%	$2.36
13/11/2023	30/06/2026	$6.61	$0.00	57.00%	–	4.31%	$4.61

Nil dividend yield was used in the valuation of the share-based payments granted in the current financial year.

Set out below are summaries of options granted under the LTVR and salary sacrifice plans as at 30 June 2025:

			Balance at		Vested		Expired/	Balance at
		Exercise	the start of		but not		forfeited/	the end of
Grant date	Vesting date	price	the year	Granted	exercised	Exercised	replaced	the year
1/07/2018	31/08/2022	$0.74	5,000,000	–	5,000,000	–	–	5,000,000
27/11/2018	30/06/2021	$0.99	362,052	–		(362,052)	–	–
30/11/2022	31/08/2026	$7.06	1,200,000	–	–	–	–	1,200,000
30/11/2022	31/08/2026	$9.53	1,200,000	–	–	–	–	1,200,000
30/11/2022	31/08/2026	$12.86	1,200,000	–	–	–	–	1,200,000
			8,962,052	–	5,000,000	(362,052)	–	8,600,000

For the LTVR and salary sacrifice options granted during the previous financial years to the CEO and Non-executive Directors (‘NED’), and still outstanding as at 30 June 2025, 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	Vesting date	at grant date	price	volatility	yield	interest rate	at grant date
1/07/2018	31/08/2022	$0.76	$0.74	58.00%	–	2.19%	$0.352
30/11/2022	31/08/2026	$5.27	$7.06	71.54%	–	3.51%	$3.860
30/11/2022	31/08/2026	$5.27	$9.53	71.54%	–	3.51%	$3.630
30/11/2022	31/08/2026	$5.27	$12.86	71.54%	–	3.51%	$3.400

Financial Report 2025 59

Notes to the consolidated financial statements continued

Set out below are summaries of restricted rights granted under the LTVR plans as at 30 June 2025 and fair value:

		Share price	Balance at		Vested		Expired/	Balance at
		at grant	the start of		but not		forfeited/	the end of
Grant date	Vesting date	date	the year	Granted	exercised	Exercised	replaced	the year
12/11/2021	12/11/2021	$10.86	9,729	–	9,729	–	–	9,729
11/05/2023	11/05/2023	$3.77	33,928	–	33,928	–	–	33,928
9/12/2024	9/12/2024	$13.15	–	5,616	5,616	–	–	5,616
			43,657	5,616	49,273	–	–	49,273

Cash-settled share-based payments of $1,368,000 were granted under the STVR Plan on 1 July 2024 and vested on 30 June 2025 (2024: $1,000,000). The STVR is dependent on meeting Group and individual performance objectives and each participant is also required to meet a service condition.

Accounting policy for share-based payments

Equity-settled transactions

Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of services. The cost of equity-settled transactions is measured at fair value on grant date. For the LTVR performance rights or options, fair value is independently determined using either the Trinomial, Monte Carlo or BlackScholes 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 and hurdles that do not determine whether the Group receives the services that entitle the employees to receive payment. For the STVR performance rights the valuation model used to determine the fair value at the issue date is based on the market value of Temple & Webster Group Ltd shares less dividend yield at the date each performance right was accepted by the participant, or a fixed percentage of remuneration as determined by the Performance Rights Plan.

The cost of equity-settled transactions is 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.

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 Group or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the Group 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 are treated as if they were a modification.

Cash-settled transactions

A liability is recognised for the fair value of cash-settled transactions. The fair value is measured initially and at each reporting date up to and including the settlement date, with changes in fair value recognised in employee benefits expense (refer to note 5). The fair value is expensed over the period until the vesting date with recognition of a corresponding liability and is determined as a percentage of the fixed remuneration.

60 Temple & Webster Group Ltd

Note 22. Equity – dividends

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

Note 23. Financial instruments

Financial risk management objectives

The Group’s activities expose it to a variety of financial risks: market risk (including foreign currency risk) and liquidity risk. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group.

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

Market risk

Foreign currency risk

The Group undertakes certain transactions denominated in foreign currency and is exposed to foreign currency risk through foreign exchange rate fluctuations.

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

The Group uses foreign exchange forward contracts to manage some of its transaction exposures resulting from purchases in USD. The foreign exchange forward contracts are not designated as cash flow hedges and are entered into for periods consistent with foreign currency exposure of the underlying transactions, generally from one to six months. The foreign exchange forward contract balances vary with the level of expected foreign currency purchases and changes in foreign exchange forward rates. The foreign exchange forward contracts are measured at fair value through profit or loss.

The carrying amounts of the Group’s foreign currency denominated financial assets and financial liabilities at the reporting date were as follows:

Consolidated	Assets Liabilities
	2025 $’000 2024 $’000 2025 $’000 2024 $’000
Trade and other payables Foreign exchange forward contracts	– – 1,399 902 – 202 1,252 –
	– 202 2,651 902

Based on this position, the Group is not exposed to any significant foreign currency sensitivity from its existing assets or liabilities.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group is not materially exposed to any significant interest rate risk.

Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group is not materially exposed to any significant credit risk. All cash and cash equivalents are held by wellestablished banks, hence the expected default rate for these institutions is highly unlikely. All receivables are neither past due nor impaired.

Financial Report 2025

Notes to the consolidated financial statements continued

Liquidity risk

Vigilant liquidity risk management requires the Group to maintain sufficient liquid assets (mainly cash and cash equivalents) to be able to pay debts as and when they become due and payable. The Group manages liquidity risk by maintaining adequate cash reserves by continuously monitoring actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities.

Remaining contractual maturities

The following tables detail the Group’s remaining contractual maturities 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 amounts in the consolidated statement of financial position.

	Weighted					Remaining
	average		Between	Between		contractual
	interest rate	1 year or less	1 and 2 years	2 and 5 years	Over 5 years	maturities
Consolidated – 2025	%	$’000	$’000	$’000	$’000	$’000
Non-derivatives
Trade payables	–	48,340	–	–	–	48,340
Other payables	–	1,999	–	–	–	1,999
Interest bearing lease liabilities	5.2	9,897	2,573	8,234	8,478	29,182
Total non-derivative fnancial liabilities		60,236	2,573	8,234	8,478	79,521
Derivatives
Foreign exchange forward contract		1,252	–	–	–	1,252
Total derivative fnancial liabilities		1,252	–	–	–	1,252

	Weighted					Remaining
	average		Between	Between		contractual
	interest rate	1 year or less	1 and 2 years	2 and 5 years	Over 5 years	maturities
Consolidated – 2024	%	$’000	$’000	$’000	$’000	$’000
Non-derivatives
Trade payables	–	36,295	–	–	–	36,295
Other payables	–	2,052	–	–	–	2,052
Interest bearing lease liabilities	4.8	5,255	4,468	7,811	10,980	28,514
Total non-derivative fnancial liabilities		43,602	4,468	7,811	10,980	66,861
Total derivative
fnancial liabilities		–	–	–	–	–

The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above.

62 Temple & Webster Group Ltd

Accounting policy for financial instruments

AASB 9 Financial Instruments

A financial asset shall be measured at amortised cost, if it is held within a business model whose objective is to hold assets in order to collect contractual cash flows, which arise on specified dates and are solely principal and interest. All other financial assets are to be classified and measured at fair value through profit or loss unless the entity makes an irrevocable election on initial recognition to present gains and losses on equity instruments (that are not held-for-trading) in Other Comprehensive Income (‘OCI’).

Impairment requirements use an Expected Credit Loss (‘ECL’) model to recognise an allowance. Impairment is measured under a 12-month ECL method unless the credit risk on a financial instrument has increased significantly since initial recognition in which case the lifetime ECL method is adopted.

Financial assets – classification and measurement

The Group classifies its financial assets into the following categories: those to be measured subsequently at fair value (either through OCI, or profit or loss) and those to be held at amortised cost. Classification depends on the business model for managing the financial assets and the contractual terms of the cash flows.

At initial recognition, the Group measures its current financial assets at amortised cost at fair value plus transaction costs unless otherwise stated. These financial assets are subsequently measured using the Effective Interest Rate (‘EIR’) method and are subject to impairment.

For Trade and other receivables, the Group has applied the standard’s simplified approach and has calculated ECLs based on lifetime expected credit losses. The Group has established a provision matrix that is based on the Group’s historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.

Other current financial assets and other non-current financial assets are initially and subsequently measured at fair value through profit or loss, whilst all transaction costs are expensed immediately at initial recognition. Gains and losses are recognised in the profit or loss.

Financial liabilities

Financial liabilities are classified, at initial recognition, as payables at amortised cost or as derivatives at fair value through profit or loss. The Group’s financial liabilities include Trade and other payables and Derivative financial instruments.

The Trade and other payables are recognised initially at fair value plus transaction costs. These financial liabilities are subsequently measured at amortised cost using the EIR method.

Derivatives

The Group uses derivative financial instruments to hedge its risks associated with foreign currency fluctuations arising from operating activities. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.

Financial Report 2025 63

Notes to the consolidated financial statements continued

Note 24. Fair value measurement

The carrying amounts of trade and other receivables, trade and other payables and other financial liabilities approximate their fair values due to their short-term nature. The carrying amounts of current financial assets and derivatives are initially recognised at fair value on the date on which the transaction occurs or the contract is entered into and are subsequently remeasured at fair value.

Accounting policy for 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.

Assets and liabilities measured at fair value are classified into three levels using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. Derivatives held by the Group are considered to be Level 2. Classifications are reviewed at each reporting date and transfers between levels are determined based on a reassessment of the lowest level of input that is significant to the fair value measurement.

For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is either not available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where applicable, with external sources of data.

Note 25. Key management personnel disclosures

Compensation

The aggregate compensation made to directors and other members of KMP of the Group is set out below:

	Consolidated
	2025 $ 2024 $
Short-term employee benefts Post-employment benefts Variable short-term employee benefts Share-based payment	1,806,972 1,826,924 141,693 134,510 450,064 262,256 3,849,288 3,735,543
	6,248,017 5,959,233

64 Temple & Webster Group Ltd

Note 26. Remuneration of auditors

During the financial year the following fees were paid or payable for services provided by Ernst & Young Australia, the auditor of the Group:

	Consolidated
	2025 $ 2024 $
Audit services – Ernst & Young Australia Audit or review of the fnancial report	325,800 304,882
Other services – Ernst & Young Australia Due diligence Other tax services Tax compliance Other	– 95,000 – 64,000 41,630 39,250 8,850 3,500
	376,280 506,632

Note 27. Contingent liabilities

The Group had no contingent liabilities at 30 June 2025 and 30 June 2024.

Note 28. Commitments

The Group had no capital commitments at 30 June 2025.

Note 29. Related party transactions

Parent entity

Temple & Webster Group Ltd 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 25 and the Remuneration report included in the Directors’ report.

Transactions with related parties

No transactions with related parties other than key management personnel occurred in the current and previous financial year.

Receivable from and payable to related parties

There were no outstanding balances in relation to transactions with related parties at the current and previous reporting dates.

Loans to/from related parties

There were no loans to or from related parties at the current and previous reporting dates.

Financial Report 2025 65

Notes to the consolidated financial statements continued

Note 30. Parent entity information

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

Consolidated statement of profit or loss and other comprehensive income

Consolidated statement of proft or loss and other comprehensive income
	2025	2024
	$’000	$’000
Loss after income tax	(5,845)	(4,584)
Total comprehensive loss	(5,845)	(4,584)

Consolidated statement of financial position

	2025	2024
	$’000	$’000
Total current assets	104,393	77,915
Total assets	110,434	83,956
Total current liabilities	40,639	38,568
Total liabilities	40,639	38,568
Net assets	69,795	45,388
Equity
Contributed capital	123,279	119,868
Reserves	40,726	13,885
Accumulated losses	(94,210)	(88,365)
Total equity	69,795	45,388

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 policies

The accounting policies of the parent entity are consistent with those of the Group except for the following:

Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
Dividends received from subsidiaries are recognised as other income by the parent entity and their receipt may be an indicator of an impairment of the investment.

Deed of cross guarantee

The parent entity is a party to a deed of cross guarantee (refer to note 32).

66 Temple & Webster Group Ltd

Note 31. Interests in subsidiaries

The consolidated financial statements of the Group include the following subsidiaries:

Name
Principal place of
business/Country
of incorporation
Country of
tax residency

Ownership interest

2025
%
2024
%

Temple & Webster Pty Ltd
Australia
Australia
Temple & Webster Services Pty Ltd
Australia
Australia
TPW Group Services Pty Ltd
Australia
Australia
Milan Direct Group Investments Pty Ltd
Australia
Australia
Milan Direct Pty Ltd
Australia
Australia
Milan Direct UK Pty Ltd
Australia
Australia
Temple & Webster NZ Ltd
New Zealand
New Zealand
Temple & Webster Group Ltd Employee
Share Trust
Australia
Australia

100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%

The principal continuing activities of the Group consisted of the sale of furniture, homewares and home improvements products.

Note 32. Deed of cross guarantee

The following entities are party to a deed of cross guarantee under which each company guarantees the debts of the others:

Temple & Webster Group Ltd (Holding entity)
Temple & Webster Pty Ltd
Temple & Webster Services Pty Ltd
TPW Group Services Pty Ltd
Milan Direct Group Investments Pty Ltd
Milan Direct Pty Ltd
Milan Direct UK Pty Ltd

By entering into the deed, the wholly-owned Australian entities have been relieved from the requirement to prepare financial statements and directors’ reports under ASIC Corporations (‘Wholly-owned Companies’) Instrument 2016/785 issued by the Australian Securities and Investments Commission (‘ASIC’).

The above companies represent a ‘Closed Group’ for the purposes of the ASIC Instrument, and as there are no other parties to the deed of cross guarantee that are controlled by Temple & Webster Group Ltd, they also represent the ‘Extended Closed Group’.

The consolidated statement of profit or loss and other comprehensive income and consolidated statement of financial position are the same as the Group and therefore have not been separately disclosed.

Financial Report 2025 67

Notes to the consolidated financial statements continued

Note 33. Reconciliation of profit after tax to net cash used in operating activities

	Consolidated
	2025 $’000 2024 $’000
Proft after tax for the year Adjustments for: Share-based payment expense Depreciation and amortisation Loss on disposal of fxed assets Deferred income tax (beneft)/expense Change in fair value of other non-current assets Share of loss of an associate Interest on make-good Change in operating assets and liabilities: (Increase)/decrease in trade and other receivables (Increase)/decrease in inventories (Increase)/decrease in tax receivables (Increase)/decrease in other assets (Increase)/decrease in other current fnancial assets Increase/(decrease) in trade and other payables Increase/(decrease) in employee benefts Increase/(decrease) in other provisions Increase/(decrease) in deferred revenue Increase/(decrease) in other current fnancial liabilities Increase/(decrease) in income tax payable	11,302 1,786 4,880 3,854 8,360 5,830 2 – (1,990) 1,133 – 3,024 – 2,425 69 65 (1,060) (6,499) (2,568) (8,372) – 329 (1,258) 474 202 1,101 18,724 10,315 413 598 (598) (110) 6,612 7,491 1,252 – 1,603 825
Net cash from operating activities	45,945 24,269

Note 34. Earnings per share

Note 34. Earnings per share
	Consolidated
	2025 $’000 2024 $’000
Proft after income tax attributable to the owners of Temple & Webster Group Ltd	11,302 1,786
	Number Number
Weighted average number of ordinary shares used in calculating basic earnings per share	118,732,568 119,175,160
Efects of dilution from share-based payments	6,543,092 5,778,688
Weighted average number of ordinary shares used in calculating diluted earnings per share	125,275,660 124,953,848
	Cents Cents
Basic earnings per share Diluted earnings per share	9.52 1.50 9.02 1.43

68 Temple & Webster Group Ltd

Accounting policy for earnings per share

Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to the owners of Temple & Webster Group Ltd, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued 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.

Note 35. Material accounting policies

The principal accounting policies adopted in the preparation of the consolidated financial statements are set out either in the respective notes or below. These policies have been consistently applied to all the years presented, unless otherwise stated.

New, revised or amending Accounting Standards and Interpretations adopted

The accounting policies adopted in the preparation of the Group’s annual consolidated financial statements are consistent with those followed in the preparation of the Group’s annual consolidated financial statements for the year ended 30 June 2025. Several amendments and interpretations apply for the first time in the current financial year, but do not have an impact on the annual consolidated financial statements of the Group. The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.

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 consolidated financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board (‘IASB’).

The consolidated financial statements provide comparative information in respect of the previous period with the exception of new accounting standards adopted in the period.

Historical cost convention

The consolidated financial statements have been prepared under the historical cost convention except for financial instruments, which are measured at fair value.

Critical accounting estimates

The preparation of the consolidated 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 consolidated financial statements, are disclosed in note 2.

Changes in presentation

During the year ended 30 June 2025, there were certain changes in presentation to provide a clear, relevant, and comparable view of the Company’s financial performance, facilitating informed decision making by the users of these financial statements.

Financial Report 2025 69

Notes to the consolidated financial statements continued

Cash-in-transit

Cash equivalents are defined as short-term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value. Typically, these investments have a short maturity period of three months or less from the date of acquisition. Instruments such as treasury bills, commercial paper and money market funds often qualify as cash equivalents under these criteria. However, in the context of non-banking institutions, cash in transit or other similar items often fail to meet the requirements for classification as cash and cash equivalents.

As a result, during the current financial year, cash in transit has been reclassified from cash and cash equivalents to trade and other receivables in the statement of financial position.

The comparative information has been updated in line with the above change in presentation during the year ended 30 June 2025.

Parent entity information

In accordance with the Corporations Act 2001, these consolidated financial statements present the results of the Group 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 Temple & Webster Group Ltd as at 30 June 2025 and the results of all subsidiaries for the year then ended.

Subsidiaries are all those entities over which the Group has control. The Group controls an entity when the Group 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 Group. They are de-consolidated from the date that control ceases.

Intercompany transactions, balances and unrealised gains on transactions between entities in the Group 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 Group.

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 Group loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-controlling interest in the subsidiary together with any cumulative translation differences recognised in equity. The Group 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.

Foreign currency translation

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 reserve in equity.

The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is disposed of.

70 Temple & Webster Group Ltd

Current and non-current classification

Assets and liabilities are presented in the consolidated 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 Group’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 Group’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.

Investments and other financial assets

Investments and other financial assets are initially measured at fair value. Transaction costs are included as part of the initial measurement, except for financial assets at fair value through profit or loss. They are subsequently measured at either amortised cost or fair value depending on their classification. Classification is determined based on the purpose of the acquisition and subsequent reclassification to other categories is restricted.

Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.

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 consolidated 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.

Rounding of amounts

The Group is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and Investments Commission, relating to ‘rounding-off’. Amounts in this report have been rounded off in accordance with that Corporations Instrument to the nearest thousand dollars, or, in certain cases, the nearest dollar.

Note 36. New Accounting Standards and Interpretations not yet mandatory or early adopted

Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the Group for the annual reporting period ended 30 June 2025. Management is currently assessing the impact of these standards on the Group’s financial statements in the year of initial application.

Note 37. Events after the reporting period

There has been no matter or circumstance that has arisen since 30 June 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.

Financial Report 2025 71

Consolidated entity disclosure statement

Body corporate % of ownership interest

Body corporate
% of ownership interest

Name
Entity Type
Body corporate
country of
Incorporation
Country of
tax residence

2025
%
2024
%

Temple & Webster Pty Ltd
Body corporate
Australia
Australia
Temple & Webster Services
Pty Ltd
Body corporate
Australia
Australia
TPW Group Services Pty Ltd
Body corporate
Australia
Australia
Milan Direct Group
Investments Pty Ltd
Body corporate
Australia
Australia
Milan Direct Pty Ltd
Body corporate
Australia
Australia
Milan Direct UK Pty Ltd
Body corporate
Australia
Australia
Temple & Webster NZ Ltd
Body corporate
New Zealand
New Zealand
Temple & Webster Group
Ltd Employee Share Trust
Body corporate
Australia
Australia

100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%

72 Temple & Webster Group Ltd

Directors’ declaration

In the Directors’ opinion:

the attached consolidated financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements;
the attached consolidated financial statements and notes comply with International Financial Reporting Standards as issued by the International Accounting Standards Board as described in note 35 to the consolidated financial statements;
the attached consolidated financial statements and notes give a true and fair view of the Group’s financial position as at 30 June 2025 and of its performance for the financial year ended on that date;
the consolidated entity disclosure statement required by section 295(3A) of the Corporations Act is true and correct;
there are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due and payable; and
at the date of this declaration, there are reasonable grounds to believe that the members of the Extended Closed Group will be able to meet any obligations or liabilities to which they are, or may become, subject by virtue of the deed of cross guarantee described in note 32 to the consolidated financial statements.

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

==> picture [72 x 44] intentionally omitted <==

Stephen Heath Chair

14 August 2025 Sydney

Financial Report 2025 73

Independent auditor’s report

==> picture [72 x 75] intentionally omitted <==

Ernst & Young 200 George Street Sydney NSW 2000 Australia GPO Box 2646 Sydney NSW 2001

Tel: +61 2 9248 5555 Fax: +61 2 9248 5959 ey.com/au

Independent auditor’s report to the members of Temple & Webster Group Ltd

Report on the audit of the financial report

Opinion

We have audited the financial report of Temple & Webster Group Ltd (the Company) and its subsidiaries (collectively 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, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, 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:

a. Giving a true and fair view of the consolidated financial position of the Group as at 30 June 2025 and of its consolidated financial performance for the year ended on that date; and
b. 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 (including Independence Standards) (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 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 judgment, were of most significance in our audit of the financial report of the current year. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, but we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the financial report section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial report. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying financial report.

A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation

74 Temple & Webster Group Ltd

==> picture [71 x 75] intentionally omitted <==

Why significant

How our audit addressed the key audit matter

As disclosed in note 4 to the financial report,
revenue is recognised at an amount that reflects
the consideration to which an entity expects to
be entitled in exchange for transferring goods or
services to a customer.
The majority of the Group’s revenue
transactions are completed through the “drop-
ship” model, whereby suppliers deliver goods
directly to the Group’s customers. The Group is
the principal in these transactions; therefore,
revenue is recognised as the gross selling price
net of rebates and discounts.
Revenue is only recognised when delivery of
goods is made to the customer. Judgement is
required in determining the date of delivery in
instances where an order has been shipped, but
delivery status remains unknown at the year end
date.
Due to the judgement involved in this
assessment, the volume of online retail
transactions processed on a daily basis, and the
arrangements in place with suppliers, the timing
of when revenue and deferred revenue is
recognised is considered to be a key audit
matter.

Our audit procedures included the following:
-
Assessed the design of relevant controls in
place relating to the recognition and
measurement of revenue transactions.
-
Used data analytical procedures to
corroborate expected correlations between
revenue, cash and deferred revenue.
-
Selected a sample of revenue transactions
during the financial year and subsequent to
30 June 2025 and tested whether revenue
was recognised in the correct period. This
included testing whether revenue
transactions were recognised as deferred
revenue at balance date where applicable.
-
Selected a sample of customer returns and
credit notes issued post 30 June 2025
relating to sales recognised in the 2025
financial year and tested whether revenue
was recognised in the correct period.
-
Assessed whether the Group’s revenue
recognition accounting policy applied to the
terms and conditions of sale was in
accordance with the requirements of
Australian Accounting Standards.
-
Assessed the adequacy of the financial
report disclosures relating to revenue
contained in note 4.

Information other than the financial report and auditor’s report thereon

The directors are responsible for the other information. The other information comprises the information included in the Group’s 2025 annual report other than the financial report and our auditor’s report thereon. We obtained the directors’ report and Remuneration report that are to be included in the annual report, prior to the date of this auditor’s report, and we expect to obtain the remaining sections of the annual report after the date of this auditor’s report.

Our opinion on the financial report does not cover the other information and we do not and will not express any form of assurance conclusion thereon, with the exception of the Remuneration Report and our related assurance opinion.

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.

A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation

Financial Report 2025 75

Independent auditor’s report continued

==> picture [72 x 75] intentionally omitted <==

If, based on the work we have performed on the other information obtained prior to the date of this auditor’s report, 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:

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
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:

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
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 Group’s ability to continue as a going concern, disclosing, as applicable, matters relating 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.

As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation

76 Temple & Webster Group Ltd

==> picture [71 x 75] intentionally omitted <==

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation.
Plan and perform the Group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Group as a basis for forming an opinion on the Group financial report. We are responsible for the direction, supervision and review of the audit work performed for the purposes of the Group audit. We remain solely responsible for our audit opinion.

We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated to the directors, we determine those matters that were of most significance in the audit of the financial report of the current year and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on the audit of the Remuneration Report

Opinion on the Remuneration Report

We have audited the Remuneration Report included in pages 13 to 32 of the directors’ report for the year ended 30 June 2025.

In our opinion, the Remuneration Report of Temple & Webster Group Ltd for the year ended 30 June 2025, complies with section 300A of the Corporations Act 2001 .

A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation

Financial Report 2025 77

Independent auditor’s report continued

==> picture [72 x 75] intentionally omitted <==

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.

==> picture [94 x 22] intentionally omitted <==

Ernst & Young

==> picture [85 x 29] intentionally omitted <==

Rachel Rudman Partner Sydney 14 August 2025

A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation

78 Temple & Webster Group Ltd

Corporate directory

Directors	Stephen Heath, Chair and Independent Non-Executive Director
	Conrad Yiu, Deputy Chair and Non-Executive Director
	Belinda Rowe, Independent Non-Executive Director
	Melinda Snowden, Independent Non-Executive Director
	Mark Coulter, Chief Executive Ofcer and Managing Director
Company Secretary	Lisa Jones
Registered ofce/	Building 2/1-7 Unwins Bridge Road
principal place of business	St Peters, NSW 2044
Share registry	MUFG Corporate Markets
	A division of MUFG Pension & Market Services
	161 Castlereagh Street
	Sydney, NSW 2000
	Share registry telephone: 1300 554 474
Auditor	Ernst & Young
	200 George Street
	Sydney NSW 2000
Stock exchange listing	Temple & Webster Group Ltd shares are listed on the Australian Securities Exchange
	(ASX code: TPW)
Website	www.templeandwebstergroup.com.au
Corporate Governance	Refer to the Group’s website for all corporate governance information:
Statement	www.templeandwebstergroup.com.au/Home/?page=corporate-governance

Financial Report 2025 79

==> picture [159 x 53] intentionally omitted <==

AI assistant

TEMPLE & WEBSTER GROUP LTD — Annual Report 2025

65945_rns_2025-08-13_93593b29-9c90-41f1-98e5-985c29fed64c.pdf

Appendix 4E Final report

Results for announcement to the market

Acknowledgement of Country

Contents

Directors’ report

Directors

Principal activities

Dividends

Operating and financial review

Strategic priority update

Reconciliation of EBITDA to statutory profit before tax

Key business risks

Significant changes in the state of affairs

Matters subsequent to the end of the financial year

Likely developments and expected results of operations

Environmental regulation

Unissued shares

Share options

Performance rights

Restricted rights

Information on directors

Company secretary

Meetings of directors

Shares issued on the exercise of performance rights

Shares issued on the exercise of options

Indemnity and insurance of officers

Indemnity and insurance of auditor

Remuneration report

Dear shareholders,

FY25 Remuneration Outcomes

FY25 Executive KMP and Board changes

Looking forward to FY26

Belinda Rowe

1. Persons covered by this report

2. Remuneration overview

2.1 Executive remuneration structure at-a-glance

2.2 Executive remuneration mix at target

2.3 Group’s performance at-a-glance

3. Remuneration framework, strategy and governance

3.1 Executive remuneration – fixed remuneration, total remuneration package and variable remuneration framework

3.2 Benchmarking Approach

3.3 Remuneration governance framework

3.4 External remuneration consultants

4. FY25 Executive STVR Plan and outcomes

4.1 FY25 STVR Plan

4.2 Executive KMP STVR plan – objectives and outcomes

Revenue growth (30% weighting of Group target)

EBITDA margin (30% weighting of Group target)

Customer satisfaction (20% weighting of Group target)

Employee engagement (20% weighting of Group target)

Metric/measure Performance/comment Individual targets (20% of total opportunity)

5. Executive LTVR plans and outcomes

5.1 Executive KMP LTVR plan – Performance rights

5.2 Prior years equity awards

FY22 LTVR awards

FY23 and FY24 LTVR awards

FY23 CEO Option awards

6. Non-executive Director remuneration

6.1 Non-executive Directors’ fee policy

Principles

Fees structured to preserve independence

Aggregate Board Fees approved by shareholders

Board and Committee fees

6.2 NED Equity Plan

7. Statutory tables and supporting disclosures

7.1 Executive KMP statutory remuneration

7.2 Non-executive Director KMP statutory remuneration

7.3 KMP equity interests and changes during FY25

7.4 KMP service agreements

Executive KMP service agreements

Non-executive Directors service agreements

7.5 Other statutory disclosures

Loans to KMP and their related parties

Other transactions with KMP

Proceedings on behalf of the Company

Non-audit services

Officers of the Company who are former partners of Ernst & Young

TEMPLE & WEBSTER GROUP LTD Annual Report 2025