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VISIONFLEX GROUP LIMITED — Interim / Quarterly Report 2026
Feb 25, 2026
65999_rns_2026-02-25_1809cb18-c4ad-446b-ab9e-ec9be33bed38.pdf
Interim / Quarterly Report
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Appendix 4D
FY26
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& Interim Financial Report
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VISIONFLEX GROUP LIMITED ABN 25 138 897 533
A C K N O W L E D G E M E N T O F C O U N T R Y
Visionflex Group acknowledges the many Traditional Owners of the lands on which we operate. We recognise their continuous relationship to the land and pay our respects to Elders past, present and emerging.
C O N T E N T S
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4 Appendix 4D
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18 Consolidated statement of cash flows
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6 Directors’ report
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13 Auditor’s independence declaration
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19 Notes to the consolidated financial statements
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35 Directors’ declaration
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14 Consolidated statement of profit or loss and other comprehensive income
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36 Independent auditor’s review report to the members of Visionflex Group Limited
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16 Consolidated statement of financial position
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17 Consolidated statement of changes in equity
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Visionflex Group empowers healthcare teams globally with cutting edge technologies.
Visionflex proprietary software and hardware connect a range of third-party medical devices to empower practitioners to deliver world class virtual care.
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P R O P R I E T A R Y P R O P R I E T A R Y H A R D W A R E S O F T W A R E
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T H I R D PA R T Y H A R D W A R E
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Appendix 4D
1 . C O M PA N Y D E T A I L S
Name of entity: Visionflex Group Limited ABN: 25 138 897 533 Reporting period: For the half-year ended 31 December 2025 Previous period: For the half-year ended 31 December 2024
2 . R E S U LT S F O R A N N O U N C E M E N T T O T H E M A R K E T
| 2 . R E S U LT S F O R A N N O U N C E M E N T T O T H E M A R K E T | ||||
|---|---|---|---|---|
| $ | ||||
| Revenues from ordinary activities (continuing operations) | down | 10% | to | 1,697,326 |
| Revenues from ordinary activities (continuing and discontinued operations) | down | 10% | to | 1,697,326 |
| Profit from ordinary activities after tax attributable to the owners of Visionflex Group Limited (continuing operations) |
improved | N/A* | to | 203,413 |
| Profit from ordinary activities after tax attributable to the owners of Visionflex Group Limited (continuing and discontinued operations) |
improved | N/A* | to | 203,413 |
| Profit for the half-year attributable to the owners of Visionflex Group Limited (continuing and discontinued operations) |
improved | N/A* | to | 203,413 |
- Moved from a loss to a profit during the period.
Dividends
There were no dividends paid, recommended or declared during the current financial period.
Comments
The profit for the Group after providing for income tax amounted to $203,413 (31 December 2024: $1,576,024 loss).
Refer to ‘Review of operations’ in the Directors’ report for further commentary.
3 . N E T T A N G I B L E A S S E T S
| R E P O R T I N G | P R E V I O U S | |
|---|---|---|
| P E R I O D | P E R I O D | |
| C E N T S | C E N T S | |
| Net tangible assets per ordinary security | 0.16 | (0.02) |
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4 . D I V I D E N D S
Current period
There were no dividends paid, recommended or declared during the current financial period.
Previous period
There were no dividends paid, recommended or declared during the previous financial period.
5 . A U D I T Q U A L I F I C A T I O N O R R E V I E W
Details of audit/review dispute or qualification (if any):
The financial statements were subject to a review by the auditors and the review report is attached as part of the Interim Report. The auditor’s review report contains a paragraph addressing material uncertainty related to going concern.
6 . A T T A C H M E N T S
Details of attachments (if any):
The Interim Report of Visionflex Group Limited for the half-year ended 31 December 2025 follows the Appendix 4D.
7. S I G N E D
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Brook Adcock Interim Chair
Date: 26 February 2026 Sydney
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I N T E R I M F I N A N C I A L R E P O R T - 3 1 D E C E M B E R 2 0 2 5
Directors’ Report
The Directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the ‘Group’) consisting of Visionflex Group Limited (referred to hereafter as the ‘Company’ or ‘parent entity’) and the entities it controlled at the end of, or during, the half-year ended 31 December 2025.
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D I R E C T O R S & C O M PA N Y S E C R E T A R Y
The following persons were Directors and the Company Secretary of Visionflex Group Limited during the whole of the financial year and up to the date of this report, unless otherwise stated:
Brook Adcock
Non-Executive Director and Interim Chair
Joshua Mundey
Managing Director and Chief Executive Officer
Michael Kafrouni
Executive Director and Chief Operating Officer
Maria Clemente
Company Secretary
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P R I N C I PA L A C T I V I T I E S
During the financial half-year, the principal continuing activities of the Group were the delivery of virtual care solutions, encompassing the sale and servicing of hardware and software, together with associated support and training services, across domestic and international markets.
D I V I D E N D S
There were no dividends paid, recommended or declared during the current or previous financial half-year.
R E V I E W O F O P E R A T I O N S
During the half year ended 31 December 2025, Visionflex continued to execute its strategy of transitioning toward higher quality, recurring revenue streams while maintaining disciplined cost control. The period was characterised by strong customer validation across core markets, continued growth in recurring software and support revenue, and a focus on positioning the business for sustainable, self sufficient growth.
During H1 FY26, the Group delivered tangible customer outcomes, including renewals and expansion activity with key enterprise customers and the successful progression of Amplar Health deployments across residential aged care facilities.
Operationally, the business has recently undertaken a comprehensive review of its cost base and organisational structure. These actions were aimed at aligning resources with near term priorities, strengthening accountability, and ensuring the Company is positioned to operate on a more financial sustainable basis. The benefits of these changes are expected to support improved operating leverage as revenue scales.
In parallel, the balance sheet has been strengthened through the conversion of legacy debt into equity, improving the capital structure of the Group and supporting the Company’s focus on near term financial sustainability.
Delivery performance and customer outcomes remained central to execution during H1 FY26. The Group has continued investment in product reliability, customer support and implementation capability have all been important in supporting customer retention and long-term value creation.
F I N A N C I A L P E R F O R M A N C E
The Group reported an after-tax profit of $0.2 million for H1 FY26, representing a $1.9 million improvement compared to the loss of $1.7 million generated in H1 FY25.
This was driven by a $1.6 million fair value gain recognised from the conversion of convertible notes at a premium to the underlying share price as well as a higher proportion of recurring subscription revenue in line with the Group’s strategic priority of focusing on longer term sustainable revenue streams.
The Group reported consolidated revenue from continuing operations of $1.7 million for H1 FY26 which reflects a decline of 10% from the $1.9 million of revenue in the comparative H1 FY25 period.
While hardware revenue was 22% lower than the corresponding prior comparative period and other revenue included a $0.2 million government grant recognised as revenue in the corresponding prior comparative period, the Group was able to grow its proprietary higher margin recurring software/support revenue by 29% as it successfully transitioned to more of a SaaS pricing model for new customer contracts.
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(cont.) Directors’ Report
F I N A N C I A L P E R F O R M A N C E (cont.)
The underlying normalised EBITDA loss for the half year period ended 31 December 2025 was $1.3 million (2024: $1.3 million loss) which has been determined as follows:
| C O N S O L I D A T E D 3 1 D E C 2 0 2 5 $ 3 1 D E C 2 0 2 4 $ |
|
|---|---|
| Loss before income tax benefit from continuing operations Add back: non cash expenses Depreciation and amortisation expense Share based payments expense Total non-cash expenses Exclude: Interest revenue Add back: Fair value gain on conversion of convertible notes Add back: Finance costs Add back: Legacy Stock Inventory write down Normalised underlying EBITDA loss for the half year period |
(72,753) (1,934,705) |
| 27,614 31,098 221,016 245,660 |
|
| 248,630 276,758 |
|
| - - (1,625,006) - 126,930 154,968 - 251,835 |
|
| (1,322,199) (1,251,144) |
Normalised underlying EBITDA is a financial measure which is not prescribed by the Australian Accounting Standards (AAS) and represents profit/loss under AAS adjusted for specific items. The table above summarises key items between the statutory loss after tax and normalised underlying EBITDA.
Normalised underlying EBITDA has not been subject to any specific review procedures by our auditor however it has been extracted from the accompanying audited reviewed financial report.
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F I N A N C I A L P O S I T I O N
The Group had a closing 31 December 2025 cash balance of $1.1 million, a decrease of $0.8 million (43%) since 30 June 2025. The total receipts from customers for H1 FY26 was $2.0 million, an increase of $0.4 million (25%) from the H1 FY25 period. The Group’s operating cash outflows for H1 FY26 was $1.3 million, which compares to the $2.1 million outflow in H1 FY25, a 40% improvement.
The Group was in a net asset position of $0.2 million as at 31 December 2025 ($1.8 million net liability position as at 30 June 2025), with assets held of $2.1 million (30 June 2025: $3.4 million) and liabilities owed of $1.9 million (30 June 2025: $5.2 million). During H1 FY26, the Group converted convertible notes from key shareholders to equity at a 100% premium to then share price.
Included in the liabilities balance as at 31 December 2025 is $1.0 million of contract liabilities which once performance obligations are met will be recognised as revenue.
The Group had a working capital surplus position as at 31 December 2025 of $0.1 million ($0.4 million deficit as at 30 June 2025), with current assets of $1.9 million (30 June 2025: $3.3 million) and current liabilities $1.8 million (30 June 2025: $3.7 million). The movement in the working capital position over the six month period ended 31 December 2025 was primarily the result of the successful efforts in recapitalising the Group.
R I S K M A N A G E M E N T
The Group acknowledges the importance of proactively managing risks and opportunities related to both its dayto-day operations and long-term strategic objectives. To this end, a comprehensive risk management policy has been established.
The Board is tasked with establishing, overseeing, and approving the Group’s risk management strategy, as well as ensuring internal compliance and controls. Additionally, the Board defines the Group’s “risk appetite” to ensure alignment between its strategic direction and risk management policy.
The Group has the following risk management controls embedded in the Group’s management and reporting system:
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A comprehensive annual insurance program. This program is run by the Chief Financial Officer with the assistance of a leading qualified external broker;
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The employment of a compliance manager;
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Annual Strategic and operational business plans; and
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Annual budgeting and forecasting, along with monthly forecasting and system evaluation, facilitate the monitoring of performance against expected targets and the assessment of trends.
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(cont.) Directors’ Report
R I S K M A N A G E M E N T (cont.)
During the year, ongoing monitoring, mitigation and reporting on material risks was conducted by the Executive Management Team and the Board and took place in accordance with the process disclosed above. The key risks specific to the Group’s business identified through the risk management assessment were as follows:
Commercialisation: The Group depends on its partners’ capacity to use its products and services to generate revenue.
Sufficiency of funding: The Group is currently not profitable and does not expect to become profitable until after achieving successful further commercialisation and sale of its products and services to allow sufficient sales revenue to fund on-going company operations.
Products: The Group’s products and services may encounter design and manufacturing defects, whether real or perceived, which could have adverse effects on its business and damage its reputation.
Material customer contracts: The Group has entered into various material contracts for its products and the accompanying software and support for each cart for each product. A breach, termination, or non-renewal of these material customer contracts or loss of business may have a material adverse effect on the Group’s future financial position, brand and reputation and financial performance and therefore the value of its securities.
Cybersecurity: The Group develops its products and services which depend on network communications. It faces risks such as cybersecurity attacks, disruptions or delays in telecom systems, or data service losses, which could affect product and service delivery.
Intellectual property and Software development: The Group relies on its ability to further develop and
commercialise its intellectual property to generate sales. The value of the Group’s products and brand is closely tied to its intellectual property, much of which is not capable of formal protection.
Supply chain risk: Any significant interruption or negative change in the availability or economics of the Group’s supply chain for key inputs could materially impact its business, its financial position, financial performance and/or prospects.
Foreign exchange: As the Group looks to grow in the future internationally, changes in exchange rates can impact the value of revenue, expenses, assets, liabilities when those components are denominated in foreign currencies through either transaction or translation risk.
Regulatory and compliance: The Group is the regulatory sponsor, manufacturer and distributor of various products and components which are medical devices registered with the Therapeutic Goods Administration (TGA), and in some cases other regulators such as the United States with the Food and Drug Administration (FDA).
Reliance on key personnel: The Group’s ability to be productive, profitable and competitive and to implement planned growth initiatives depends on the continued employment and performance of a relatively small number of senior executives and other key members of management. The performance of the Group also depends on its ability to attract and retain skilled workers with relevant industry and technical experience.
Dependence on key suppliers: The Group currently has strategic business relationships with suppliers that it relies upon for key parts of its business activities. Some of these relationships are in countries which may be subject geopolitical risks, such as China and Taiwan.
Strategic: Strategic risk relates to possible challenges and uncertainties associated with the strategic decisions, initiatives, and direction of a business.
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Competition: The Group competes with other domestic and international businesses in its industry. The Group is potentially much smaller and less well resourced than some of these competitors. The Group may face more competition from new or existing market players who offer similar products and services to the Group’s current or potential clients at a lower price.
S I G N I F I C A N T C H A N G E S I N T H E S T A T E O F A F F A I R S
1. Conversion of Convertible Notes
In November 2025, following approval by shareholders at the Company’s Annual General Meeting, the Company converted $3.25 million of convertible notes and accrued interest held with cornerstone shareholder investors, John Plummer and Adcock Private Equity into 812,503,033 ordinary shares at a 100% premium, in accordance with the contractual terms of the relevant debt facility agreements.
On conversion, the carrying value of the convertible notes and accrued interest extinguished exceeded the fair value of the equity instruments issued. In accordance with AASB 9 Financial Instruments, the difference has been recognised as a gain on extinguishment of financial liabilities in profit or loss for the period.
The conversion terms, including the conversion price (represented a 100% premium to the prevailing market price), was applied consistently across both participating DFA holders. These DFA holders included both related and non-related parties.
One of the converting DFA holders was a director of the Company and is therefore a related party. The director’s conversion occurred under the same contractual terms and conditions as those applicable to other DFA holder and was not renegotiated or varied as part of the conversion process. Accordingly, the director is considered to have acted in their capacity as a creditor rather than as an owner.
Based on the above, the conversion of the convertible notes has been accounted for as an extinguishment of financial liabilities, with the resulting gain recognised in profit or loss rather than directly in equity.
The fair value of the equity instruments issued was determined by reference to the Company’s share price at the conversion date, adjusted for the specific conversion terms of the convertible notes.
The following amounts were recognised in respect of the conversion of convertible notes during the period:
| Carrying value of convertible notes and accrued interest extinguished | 3,250,012 |
|---|---|
| Fair value of equity instruments issued | 1,625,006 |
| Gain on extinguishment recognised in profit or loss | 1,625,006 |
Further details of related party transactions are disclosed in Note 11.
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(cont.) Directors’ Report
S I G N I F I C A N T C H A N G E S I N T H E S T A T E O F A F F A I R S (cont.)
2. Share Consolidation
Subsequent to approval by shareholders at the Company’s 2025 Annual General Meeting, the Company implemented a share consolidation on the basis of one (1) ordinary share for every fifty (50) ordinary shares held. Options and performance rights were consolidated on the same basis. The share consolidation was effective from 25 November 2025.
3. Conversion of Performance Rights
In September 2025, 11,287,466 performance rights which vested were converted to ordinary shares. In October 2025, 134,662,534 performance rights which vested were converted to ordinary shares.
4. Issuance of Performance Rights
In November 2025, 63,000,000 of performance rights and 40,500,000 of service rights were issued while 1,000,000 performance rights were cancelled.
5. Cancellation of Performance Rights
In September 2025, 1,000,000 performance rights were cancelled.
There were no other significant changes in the state of affairs of the Group during the financial half-year.
M A T T E R S S U B S E Q U E N T T O T H E E N D O F T H E F I N A N C I A L Y E A R
Subsequent to 31 December 2025, the Group has undertaken a business workforce restructuring initiative focused on back-office functions and administrative cost rationalisation. The restructuring is expected to reduce ongoing monthly operating costs by approximately 20%.
Other than this matter, no other circumstance has arisen since 31 December 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.
A U D I T O R ’ S I N D E P E N D E N C E D E C L A R A T I O N
A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this Directors’ report.
This report is made in accordance with a resolution of Directors’, pursuant to section 306(3)(a) of the Corporations Act 2001 .
On behalf of the Directors
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Brook Adcock Interim Chair
Date: 26 February 2026 Sydney
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PKF(NS) Audit & Assurance Limited Partnership
ABN 91 850 861 839
755 Hunter Street, Newcastle West NSW 2302
Level 8, 1 O’Connell Street, Sydney NSW 2000
Newcastle T: +61 2 4962 2688 F: +61 2 4962 3245 Sydney T: +61 2 8346 6000 F: +61 2 8346 6099 [email protected] www.pkf.com.au
Auditors’ Independence Declaration under Section 307C of the Corporations Act 2001 to the Directors of Visionflex Group Limited
I declare that, to the best of my knowledge and belief, during the half-year ended 31 December 2025, there have been:
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(i) no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the review; and
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(ii) no contraventions of any applicable code of professional conduct in relation to the review.
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PKF
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KYM REILLY PARTNER 26 FEBRUARY 2026 SYDNEY, NSW
PKF(NS) Audit & Assurance Limited Partnership is a member of PKF Global, the network of member firms of PKF
International Limited, each of which is a separately owned legal entity and does not accept any responsibility or
liability for the actions or inactions of any individual member or correspondent firm(s). Liability limited by a
scheme approved under Professional Standards Legislation.
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Consolidated statement of profit or loss and other comprehensive income
other comprehensive income |
|
|---|---|
| F O R T H E H A L F - Y E A R E N D E D 3 1 D E C E M B E R 2 0 2 5 N O T E |
C O N S O L I D A T E D 3 1 D E C 2 0 2 5 $ 3 1 D E C 2 0 2 4 $ |
| Revenue from continuing operations 4 Interest revenue calculated using the effective interest method Expenses Changes in inventories Raw materials and consumables used Advertising and marketing expenses Professional and consulting fees Operations and administration expenses Employee benefits expense Depreciation and amortisation expense Finance costs Fair value gain on conversion of convertible notes Loss before income tax benefit from continuing operations Income tax benefit Profit/(loss) after income tax benefit from continuing operations Profit/(loss) after income tax expense from discontinued operations Profit/(loss) after income tax benefit for the half-year attributable to the own- ers of Visionflex Group Limited Other comprehensive income Items that may be reclassified subsequently to profit or loss Foreign currency translation Other comprehensive income for the half-year, net of tax Total comprehensive income for the half-year attributable to the owners of Visionflex Group Limited Total comprehensive income for the half-year is attributable to: Continuing operations Discontinued operations |
1,697,326 1,893,575 - - 74,003 (54,393) (319,119) (560,799) (52,316) (101,400) (150,943) (159,976) (457,184) (415,919) (2,334,982) (2,349,727) (27,614) (31,098) (126,930) (154,968) 1,625,006 - |
| (72,753) (1,934,705) 276,166 246,380 |
|
| 203,413 (1,688,325) - 112,301 |
|
| 203,413 (1,576,024) 1,180 (4,311) |
|
| 1,180 (4,311) |
|
| 204,593 (1,580,335) |
|
| 204,593 (1,692,636) - 112,301 |
|
| 204,593 (1,580,335) |
The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes
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Consolidated statement of profit or loss and (cont.) other comprehensive income
| 2 0 2 5 | 2 0 2 4 | ||
|---|---|---|---|
| F O R T H E H A L F - Y E A R E N D E D 3 1 D E C E M B E R 2 0 2 5 | N O T E | C E N T S | C E N T S |
| Profit/(loss) per share for loss from continuing operations attributable to the | |||
| owners of Visionflex Group Limited | |||
| Basic earnings per share | 13 | 0.28 | (0.06) |
| Diluted earnings per share | 13 | 0.27 | (0.06) |
| Earnings per share for profit/(loss) from discontinued operations attributable to | |||
| the owners of Visionflex Group Limited | |||
| Basic earnings per share | 13 | 0.00 | 0.00 |
| Diluted earnings per share | 13 | 0.00 | 0.00 |
| Profit/(loss) per share for loss attributable to the owners of Visionflex Group | |||
| Limited | |||
| Basic earnings per share | 13 | 0.28 | (0.06) |
| Diluted earnings per share | 13 | 0.27 | (0.06) |
The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes
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Consolidated statement of financial position
F O R T H E H A L F - Y E A R E N D E D 3 1 D E C E M B E R 2 0 2 5
| F O R T H E H A L F - Y E A R E N D E D 3 1 D E C E M B E R 2 0 2 5 | |
|---|---|
| N O T E | C O N S O L I D A T E D 3 1 D E C 2 0 2 5 $ 3 0 J U N 2 0 2 5 $ |
| A S S E T S Current assets Cash and cash equivalents Trade and other receivables Contract assets Inventories 5 Income tax receivable Prepayments Total current assets Non-current assets Property, plant and equipment Intangibles Total non-current assets Total assets L I A B I L I T I E S Current liabilities Trade and other payables 6 Contract liabilities 7 Borrowings 8 Employee benefits Total current liabilities Non-current liabilities Contract liabilities 7 Borrowings 8 Employee benefits Total non-current liabilities Total liabilities Net assets/(liabilities) Equity Issued capital 9 Reserves Accumulated losses Total deficiency in equity |
1,080,328 1,889,579 46,079 366,287 - 10,836 336,620 262,618 303,194 596,262 167,349 131,247 |
| 1,933,570 3,256,829 |
|
| 120,442 132,584 9,707 4,674 |
|
| 130,149 137,258 |
|
| 2,063,719 3,394,087 |
|
| 708,729 1,410,168 888,867 1,126,425 83,967 974,144 140,623 171,442 |
|
| 1,822,186 3,682,179 |
|
| 70,449 19,966 - 1,500,000 19,512 15,307 |
|
| 89,961 1,535,273 |
|
| 1,912,147 5,217,452 |
|
| 151,572 (1,823,365) |
|
| 51,166,770 48,977,210 3,443,551 3,859,408 (54,458,749) (54,659,983) |
|
| 151,572 (1,823,365) |
The above statement of financial position should be read in conjunction with the accompanying notes
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Consolidated statement of changes in equity
F O R T H E H A L F - Y E A R E N D E D 3 1 D E C E M B E R 2 0 2 5
| C O N S O L I D A T E D | I S S U E D C A P I T A L $ R E S E R V E S $ A C C U M U L A T E D L O S S E S $ T O T A L D E F I C I E N C Y I N E Q U I T Y $ |
|---|---|
| Balance at 1 July 2024 Loss after income tax benefit for the half-year Other comprehensive income for the half-year, net of tax Total comprehensive income for the half-year Transactions with owners in their capacity as owners: Contributions of equity, net of transaction costs Performance rights converted into issued capital Share-based payments Balance at 31 December 2024 |
40,104,015 3,355,605 (51,566,502) (8,106,882) - - (1,576,024) (1,576,024) 835 (5,705) 559 (4,311) |
| 835 (5,705) (1,575,465) (1,580,335) 8,744,459 - - 8,744,459 133,693 (133,693) - - - 245,660 - 245,660 |
|
| 48,983,002 3,461,867 (53,141,967) (697,098) |
| C O N S O L I D A T E D | I S S U E D C A P I T A L $ R E S E R V E S $ A C C U M U L A T E D L O S S E S $ T O T A L D E F I C I E N C Y I N E Q U I T Y $ |
|---|---|
| Balance at 1 July 2025 Profit after income tax benefit for the half-year Other comprehensive income for the half-year, net of tax Total comprehensive income for the half-year Transactions with owners in their capacity as owners: Contributions of equity, net of transaction costs Performance rights converted into issued capital Share-based payments Balance at 31 December 2025 |
48,977,210 3,859,408 (54,659,983) (1,823,365) - - 203,413 203,413 - 3,359 (2,179) 1,180 |
| - 3,359 201,234 204,593 1,549,329 - - 1,549,329 640,231 (640,231) - - - 221,015 - 221,015 |
|
| 51,166,770 3,443,551 (54,458,749) 151,572 |
The above statement of changes in equity should be read in conjunction with the accompanying notes
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Consolidated statement of cash flows
F O R T H E H A L F - Y E A R E N D E D 3 1 D E C E M B E R 2 0 2 5
| N O T E | C O N S O L I D A T E D 3 1 D E C 2 0 2 5 $ 3 1 D E C 2 0 2 4 $ |
|---|---|
| Cash flows from operating activities Receipts from customers (inclusive of GST) Payments to suppliers and employees (inclusive of GST) Interest and other finance costs paid Research and development tax credit Net cash used in operating activities Cash flows from investing activities Payments for property, plant and equipment Net cash used in investing activities Cash flows from financing activities (Payments for)/proceeds from issue of shares, net of transaction costs Proceeds from convertible notes facility Net cash from financing activities Effect of movements in foreign exchange rates on cash and cash equivalents Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at the beginning of the financial half-year Cash and cash equivalents at the end of the financial half-year |
1,979,316 1,589,046 (3,836,335) (4,171,281) (778) (30,765) 569,234 479,858 |
| (1,288,563) (2,133,142) |
|
| (4,475) (23,430) |
|
| (4,475) (23,430) |
|
| (50,671) 2,424,001 540,000 1,000,000 |
|
| 489,329 3,424,001 |
|
| (5,542) - (809,251) 1,267,429 1,889,579 1,160,936 |
|
| 1,080,328 2,428,365 |
The above statement of cash flows should be read in conjunction with the accompanying notes
18
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==> picture [288 x 752] intentionally omitted <==
Notes to the consolidated financial statements
3 1 D E C E M B E R 2 0 2 5
N O T E 1
G E N E R A L I N F O R M A T I O N
The financial statements cover Visionflex Group Limited as a Group consisting of Visionflex Group Limited and the entities it controlled at the end of, or during, the half-year. The financial statements are presented in Australian dollars, which is Visionflex Group Limited’s functional and presentation currency.
Visionflex Group Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business are:
Registered office
C/o Automic Group Level 5, 126 Phillip Street Sydney, NSW 2000
Principal place of business
Unit 1/8 Prosperity Parade Warriewood, NSW 2102
A description of the nature of the Group’s operations and its principal activities are included in the Directors’ report, which is not part of the financial statements.
The financial statements were authorised for issue, in accordance with a resolution of Directors, on 26 February 2026.
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A P P E N D I X 4 D & I N T E R I M F I N A N C I A L R E P O R T
Notes to the consolidated financial statements (cont.)
3 1 D E C E M B E R 2 0 2 5
N OT E 2
M A T E R I A L A C C O U N T I N G P O L I C Y I N F O R M A T I O N
Interpretations that are not yet mandatory have not been early adopted.
G O I N G C O N C E R N
These general purpose financial statements for the interim half-year reporting period ended 31 December 2025 have been prepared in accordance with Australian Accounting Standard AASB 134 ‘Interim Financial Reporting’ and the Corporations Act 2001 , as appropriate for for-profit oriented entities. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 ‘Interim Financial Reporting’.
These general purpose financial statements do not include all the notes of the type normally included in annual financial statements. Accordingly, these financial statements are to be read in conjunction with the annual report for the year ended 30 June 2025 and any public announcements made by the Company during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001 .
The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, unless otherwise stated.
For the financial half-year ended 31 December 2025, the Group generated a loss before tax of $72,753 (31 December 2024: loss before tax of $1,934,705), which if the fair value gain from the conversion of convertible notes was excluded would have been $1,697,759. The Group also had net operating cash outflows of $1,288,563 (31 December 2024: net operating cash outflows of $2,133,142). While the Group’s financial results have improved they still give rise to an uncertainty which may cast doubt over the Group’s ability to continue as a going concern.
The Directors have reviewed the Group’s profit and loss and cash flow forecast including various scenarios for the 12 month ending 28 February 2027.
AASB 101 Presentation of Financial Statements requires Directors to determine the Group’s ability to continue as a going concern for the purposes of preparing the consolidated financial statements. As such these profit and loss forecasts have been prepared to assist the Directors determine the Group’s ability to continue as a going concern as follows.
Forecast methodology
N E W O R A M E N D E D A C C O U N T I N G S T A N D A R D S A N D I N T E R P R E T A T I O N S A D O P T E D
There were no new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (‘AASB’) that are mandatory for the current reporting period.
Any new or amended Accounting Standards or
Three financial scenarios were prepared for the primary purpose of assessing the Group’s ability to continue as a going concern in the preparation of the consolidated financial statements. The scenarios modelled were as follows:
1) A rolling growth forecast that assumes a strong level of revenue growth, together with a corresponding increase in operating costs to support business expansion;
20
A P P E N D I X 4 D & I N T E R I M F I N A N C I A L R E P O R T
N OT E 2 (cont.)
M A T E R I A L A C C O U N T I N G P O L I C Y I N F O R M A T I O N
2) A steady state cost reduction forecast that assumes no revenue growth, with cash receipts consistent with the calendar year ended 31 December 2025, combined with a planned reduction in back office operating and administrative costs;
3) A downside receipts (maintenance mode) forecast
that assumes a 25% reduction in cash receipts compared to the calendar year ended 31 December 2025, with significant reductions in operating and administrative costs implemented across the Group.
Under the scenarios, revenue has been assessed based on the business and type of revenue as well as a comparison to the prior year result:
1) Hardware sales have been assessed based on the existing pipeline of potential orders with assumptions made in respect of the proportion of hardware v recurring revenue included in the initial sale. In addition follow on purchases (upsells or expansion revenue) by existing customers have been forecast;
2) Licensing and Support sales have been assessed for both new customers as well as renewal income as customer initial purchase anniversary dates are reached with assumptions made in respect of client retention rates and changes in price on the SaaS licenses and support.
Cost of sales for the Visionflex business has been estimated based on recent gross margins achieved.
Operating costs were forecast in accordance with each scenario as follows:
1) The rolling growth forecast: operating costs have been modelled to increase in line with the forecast growth in sales activity, primarily across sales, marketing, customer success and production functions;
2) The steady state cost reduction forecast: assumes no revenue growth, with an overall reduction of
approximately 20% in administrative and development costs, reflecting the removal of identified roles and reductions in other administrative expenditure;
3) The downside receipts (maintenance mode) forecast: assumes a reduction in operating costs of approximately 40%, reflecting further workforce reductions, predominantly within the sales function, together with a material reduction in external marketing expenditure.
The cashflows have been modelled based on the relationship to operating profit, based on the history of receipts compared to revenue and the history of payments compared to outflows in recent years plus an assessment of the timing of receipts and payments for components related to hardware sales.
Assessment
Based on an assessment of the financial scenarios prepared by management, the Directors have concluded that the Group will be able to pay its debts as and when they fall due.
In forming this view, the Directors have considered the steady state cost reduction forecast and are satisfied that the cost and role reductions identified by management would not adversely affect the Group’s ability to achieve the forecast level of cash receipts, noting the additional sales and marketing capacity implemented since the prior reporting period and retained within the forecast.
The Directors have also assessed the downside receipts (maintenance mode) forecast and consider that the further cost and role reductions assumed in this scenario are achievable and within management’s control.
During the half-year ended 31 December 2025, the Group materially strengthened its balance sheet, including the extinguishment of all interest bearing debt. As at 31 December 2025, the Group was debt free and had net assets of $151,572 (30 June 2025: net liabilities of $1,823,365), representing a significant improvement compared to the prior comparative period. The Directors consider this strengthened financial position to provide increased balance sheet resilience and improved capacity to manage forecast
21
A P P E N D I X 4 D & I N T E R I M F I N A N C I A L R E P O R T
cash flows and operating requirements over the going concern assessment period.
N O T E 3
O P E R A T I N G S E G M E N T S
The Directors are confident in the Group’s ability to achieve the forecasts or cover any shortfall to them and have, therefore, concluded that it is appropriate to adopt, and have adopted, the going concern basis in preparing the consolidated financial statements. The Directors are of the view that the Group will be able to pay its debts as and when they become due from net cash from operating activities and from existing funds on hand.
Operating segments are presented using the ‘management approach’, where the information presented is on the same basis as the internal reports provided to the Chief Operating Decision Makers (‘CODM’). The CODM is responsible for the allocation of resources to operating segments and assessing their performance.
Identification of reportable operating segments
In the Directors’ opinion, based on the results of the forecasts prepared, the ability of the Group to continue as a going concern under both the steady state cost reduction forecast and downside receipts (maintenance mode) forecast does rely upon the credit facility with Adcock Private Equity. As at 26 February 2026, the available funds to draw down under the facility is $1,000,000. The note holder has in writing confirmed that that the undrawn portion of their facility will be available for a minimum period of 12 months from 28 February 2026.
In the Directors’ opinion, based on the outcomes of the steady state forecast, if no further cost reduction measures are implemented, additional funding beyond the existing $1,000,000 Adcock Private Equity facility would be required for the Group to continue as a going concern.
However, in the event that the Group is unable to achieve the outcomes in relation to the aforementioned, such circumstances would indicate that uncertainty exists that may cast significant doubt as to whether the Group will continue as a going concern and, therefore, whether it will realise its assets and discharge its liabilities in the normal course of business and at the amounts stated in the consolidated financial statements.
The consolidated financial statements do not include adjustments relating to the recoverability and classification of recorded asset amounts nor to the amounts and classification of liabilities that might be necessary should the Group not be able to continue as a going concern.
The Group was organised into two reportable operating segments during H1 FY26:
-
Visionflex
-
Corporate head office
All operating segments are located in Australia. These operating segments are based on the internal reports that are reviewed and used by the Board of Directors and Executive Management Team (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 CODM reviews Adjusted EBITDA (earnings before interest, tax, depreciation, amortisation adjusted for the effects of significant items of income and expenditure which may have an impact on the quality of earnings such as the gain on the disposal of discontinued operation and impairments where the impairment is the result of an isolated event). The accounting policies adopted for internal reporting to the CODM are consistent with those adopted in the financial statements.
The information reported to the CODM is on a monthly basis and discussed as part of each Board meeting, with eight Board Meetings planned to be held in 2026.
Types of products and services
The principal products and services of the Visionflex business unit is virtual healthcare solutions and peripheral medical devices that integrate into
22
A P P E N D I X 4 D & I N T E R I M F I N A N C I A L R E P O R T
Notes to the consolidated financial statements (cont.)
3 1 D E C E M B E R 2 0 2 5
N OT E 3 (cont.)
O P E R A T I N G S E G M E N T S
proprietary developed software for remote diagnostics and patient care.
Major customers
During H1 FY26 and H1 FY25 no single customer contributed 10% or more to the Group’s external revenue.
O P E R A T I N G S E G M E N T I N F O R M A T I O N
| C O N S O L I D A T E D - 3 1 D E C 2 0 2 5 | V I S I O N F L E X $ C O R P O R A T E H E A D O F F I C E $ T O T A L $ |
|---|---|
| Revenue Costs of goods sold Gross profit Staff costs Other operating costs Adjusted EBITDA Depreciation and amortisation Share based payments expense Fair value gain on conversion of convertible notes Finance costs Profit/(Loss) before income tax benefit Income tax benefit Profit/(loss) after income tax benefit Segment assets Segment liabilities |
1,697,326 - 1,697,326 (246,998) - (246,998) |
| 1,450,328 - 1,450,328 |
|
| (1,521,324) (589,288) (2,110,612) (336,138) (325,777) (661,915) |
|
| (407,134) (915,065) (1,322,199) |
|
| (25,357) (2,257) (27,614) - (221,016) (221,016) - 1,625,006 1,625,006 (2,561) (124,369) (126,930) |
|
| (435,052) 362,299 (72,753) |
|
| 276,166 - 276,166 |
|
| (158,886) 362,299 203,413 |
|
| 1,866,527 197,193 2,063,720 1,316,471 595,676 1,912,147 |
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A P P E N D I X 4 D & I N T E R I M F I N A N C I A L R E P O R T
Notes to the consolidated financial statements (cont.)
3 1 D E C E M B E R 2 0 2 5
| C O N S O L I D A T E D - 3 1 D E C 2 0 2 4 | V I S I O N F L E X $ L E G A C Y 1 S T G R O U P B U S I N E S S E S $ C O R P O R A T E H E A D O F F I C E $ T O T A L $ |
|---|---|
| Revenue Costs of goods sold Gross profit Staff costs Other operating costs Adjusted EBITDA Depreciation and amortisation Net fair value gain on contingent consideration Share based payments expense Legacy Stock Inventory write down Finance costs Profit/(Loss) before income tax benefit Income tax benefit Profit/(Loss) after income tax benefit Segment assets Segment liabilities |
1,893,575 - - 1,893,575 (363,357) - - (363,357) |
| 1,530,218 - - 1,530,218 |
|
| (1,526,383) (9,102) (577,441) (2,112,926) (345,632) 22,710 (331,906) (654,828) |
|
| (341,797) 13,608 (909,347) (1,237,536) |
|
| (30,119) - (979) (31,098) - 98,693 - 98,693 - - (245,660) (245,660) (251,835) - - (251,835) (1,004) - (153,964) (154,968) |
|
| (624,755) 112,301 (1,309,950) (1,822,404) |
|
| 246,380 - - 246,380 |
|
| (378,375) 112,301 (1,309,950) (1,576,024) |
|
| 3,435,630 - 240,208 3,675,838 1,390,156 - 2,982,780 4,372,936 |
N O T E 4
R E V E N U E
| R E V E N U E | |
|---|---|
| F R O M C O N T I N U I N G O P E R A T I O N S | C O N S O L I D A T E D 3 1 D E C 2 0 2 5 $ 3 1 D E C 2 0 2 4 $ |
| Revenue from contracts with customers Medical hardware revenue Software and support revenue Service revenue Other revenue Revenue from continuing operations |
771,224 991,488 881,754 681,935 28,760 - 15,588 220,152 |
| 1,697,326 1,893,575 |
24
A P P E N D I X 4 D & I N T E R I M F I N A N C I A L R E P O R T
N OT E 4 (cont.)
D I S A G G R E G A T I O N O F R E V E N U E
The disaggregation of revenue from contracts with customers is as follows:
| The disaggregation of revenue from contracts with customers is as follows: | |
|---|---|
| C O N S O L I D A T E D 3 1 D E C 2 0 2 5 $ 3 1 D E C 2 0 2 4 $ |
|
| Timing of revenue recognition Goods transferred at a point in time Services transferred over time |
815,573 1,010,480 881,753 883,095 |
| 1,697,326 1,893,575 |
The majority of revenue from contracts with customers is generated in Australia.
N O T E 5
C U R R E N T A S S E T S - I N V E N T O R I E S
| C U R R E N T A S S E T S - I N V E N T O R I E S | |
|---|---|
| C O N S O L I D A T E D 3 1 D E C 2 0 2 5 $ 3 0 J U N E 2 0 2 5 $ |
|
| Raw materials and finished goods Less: Provision for impairment |
643,274 562,218 (306,654) (299,600) |
| 336,620 262,618 |
N OT E 6
C U R R E N T L I A B I L I T I E S - T R A D E A N D O T H E R PAYA B L E S
| C U R R E N T L I A B I L I T I E S - T R A D E A N D O T H E R PAYA B L E S | |
|---|---|
| C O N S O L I D A T E D 3 1 D E C 2 0 2 5 $ 3 0 J U N E 2 0 2 5 $ |
|
| Trade payables Accrued expenses Amounts owing to the ATO Other payables |
243,881 227,922 210,354 872,009 80,814 168,856 173,680 141,381 |
| 708,729 1,410,168 |
25
A P P E N D I X 4 D & I N T E R I M F I N A N C I A L R E P O R T
Notes to the consolidated financial statements (cont.)
3 1 D E C E M B E R 2 0 2 5
N OT E 7
C U R R E N T & N O N - C U R R E N T L I A B I L I T I E S - C O N T R A C T L I A B I L I T I E S
| C O N S O L I D A T E D 3 1 D E C 2 0 2 5 $ 3 0 J U N E 2 0 2 5 $ |
|
|---|---|
| Current liability Non-current liability |
888,867 1,126,425 70,449 19,966 |
| 959,316 1,146,391 |
N OT E 8
C U R R E N T & N O N - C U R R E N T L I A B I L I T I E S - B O R R O W I N G S
| C U R R E N T & N O N - C U R R E N T L I A B I L I T I E S - B O R R O W I N G S | |
|---|---|
| C O N S O L I D A T E D 3 1 D E C 2 0 2 5 $ 3 0 J U N E 2 0 2 5 $ |
|
| Current liability - short term finance Current liability - converting notes payable Non-current liability - convertible notes payable |
83,967 14,144 - 960,000 - 1,500,000 |
| 83,967 2,474,144 |
The Group maintained convertible note facilities with two investors during the period. At the reporting date, one facility remained in place.
-
John Plummer: A $2,500,00 convertible note facility with a cornerstone shareholder investor, John Plummer, of which the remaining $540,000 available under the facility was drawn down in September 2025. At the Company’s Annual General Meeting held on 18 November 2025, shareholders approved a transaction to convert all amounts drawn down and accrued interest under the facility. That conversion of debt into equity occurred on 19 November 2025. On completion of the debt conversion, the $2,500,000 facility with John Plummer was terminated;
-
Adcock Private Equity: A $1,500,000 convertible note facility with Adcock Private Equity. In November 2025, the $500,000 that had been drawn down under the facility in earlier periods and accrued interest, was converted
26
A P P E N D I X 4 D & I N T E R I M F I N A N C I A L R E P O R T
to equity after approval by shareholders at the Company’s AGM. As at 31 December 2025, $1,000,000 was available to draw down under this facility.
The key terms of the facility with Adcock Private Equity are:
-
The convertible note is repayable 24 months from the date of each drawdown. Repayments of amounts drawn prior to July 2024 have been extended until at least 28 February 2027;
-
Line fee of 1% per annum;
-
Interest rate of the Reserve Bank of Australia cash rate (3.60%) as at 31 December 2025 plus 7.50% per annum, therefore 11.10% per annum as at 31 December 2025, payable quarterly in arrears unless otherwise agreed in writing between the Company and each investor;
-
The facility agreement includes a provision to renegotiate interest rate further downwards subject to the Group delivering three consecutive cash flow positive quarters;
-
Usual covenants for a facility of this nature and scope including: unsecured obligation, no debt subordination without consent, anti-dilution provisions;
-
The Facility can be repaid in part or in full or reduced at any time at the election of the Group;
-
The facilities constitute unsecured debt obligations of the Company; and
-
Provisions allowing for conversion into shares of a portion of the existing debt..
F I N A N C I N G A R R A N G E M E N T S
Unrestricted access was available at the reporting date to the following lines of credit:
| C O N S O L I D A T E D 3 1 D E C 2 0 2 5 $ 3 0 J U N E 2 0 2 5 $ |
|
|---|---|
| Total facilities Convertible notes payable Used at the reporting date Convertible notes payable Unused at the reporting date Convertible notes payable |
1,000,000 4,000,000 |
| - 2,460,000 |
|
| 1,000,000 1,540,000 |
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A P P E N D I X 4 D & I N T E R I M F I N A N C I A L R E P O R T
Notes to the consolidated financial statements (cont.)
3 1 D E C E M B E R 2 0 2 5
N O T E 9
| N O T E 9 | ||
|---|---|---|
| E Q U I T Y - I S S U E D C A P I T A L | C O N S O L I D A T E D | |
| 3 1 D E C 2 0 2 5 3 0 J U N 2 0 2 5 3 1 D E C 2 0 2 5 |
3 0 J U N 2 0 2 5 | |
| S H A R E S S H A R E S $ |
$ | |
| Ordinary shares - fully paid | 86,526,270 3,367,860,469 51,166,770 |
48,977,210 |
M O V E M E N T S I N O R D I N A R Y S H A R E C A P I T A L
| D E T A I L S | D A T E S H A R E S I S S U E P R I C E $ |
|---|---|
| Balance | 30 June 2025 3,367,860,469 48,977,210 |
| Issue of shares | 29 September 2025 11,287,466 $0.004 42,686 |
| Issue of shares | 30 October 2025 134,662,534 $0.004 597,545 |
| Issue of shares | 19 November 2025 812,503,033 $0.004 1,625,006 |
| Transaction costs arising on share issues | (75,677) |
| Consolidation of shares | 25 November 2025 (4,239,787,232) - |
| Balance | 31 December 2025 86,526,270 51,166,770 |
Ordinary shares
Ordinary shares are classified as equity. Ordinary shares entitle the holder to participate in any dividends declared and any proceeds attributable to shareholders should the Company be wound up in proportions that consider both the number of shares held and the extent to which those shares are paid up. The fully paid ordinary shares have no par value and the Company does not have a limited amount of authorised capital.
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.
N OT E 1 0
E Q U I T Y - D I V I D E N D S
There were no dividends paid, recommended or declared during the current or previous financial half-year.
28
A P P E N D I X 4 D & I N T E R I M F I N A N C I A L R E P O R T
N OT E 1 1
R E L A T E D PA R T Y T R A N S A C T I O N S
Parent entity
Visionflex Group Limited is the parent entity of the Group.
Key management personnel
There have been no material changes to related party transactions or key management personnel remuneration since the 30 June 2025 annual financial report.
Transactions with related parties
The following transactions occurred with related parties:
| The following transactions occurred with related parties: | C O N S O L I D A T E D | |
| 3 1 D E C 2 0 2 5 | 3 1 D E C 2 0 2 4 | |
| $ | $ | |
| Interest paid to key management personal and their related parties during the period* | - | 28,324 |
| Converted to Equity as part of the July 2024 capital raise* ** | - | 118,258 |
| Converted to Equity as part of the November 2025 debt conversion* *** (i) | 59,324 | - |
| Interest payable to key management personnel and their related parties from the period* | 1,168 | 36,648 |
- Interest owing on the converting notes facility that has been provided by Adcock Private Equity, an entity controlled by Non-Executive Director, Mr Brook Adcock.
**The carrying value of convertible notes interest to Adcock Private Equity was converted to equity as part of the July 2024 debt conversion.
*** The carrying value of convertible notes interest to Adcock Private Equity was converted to equity as part of the November 2025 debt conversion. Refer to (i) below.
29
A P P E N D I X 4 D & I N T E R I M F I N A N C I A L R E P O R T
Notes to the consolidated financial statements (cont.)
3 1 D E C E M B E R 2 0 2 5
N O T E 1 1 (cont.)
R E L A T E D PA R T Y T R A N S A C T I O N S
Loans to/from related parties
The following balances are outstanding at the reporting date in relation to loans with related parties:
| The following balances are outstanding at the reporting date in relation to loans with related parties: |
The following balances are outstanding at the reporting date in relation to loans with related parties: |
|---|---|
| C O N S O L I D A T E D | |
| 3 1 D E C 2 0 2 5 | 3 0 J U N E 2 0 2 5 |
| $ | $ |
| Non-current borrowings: Convertible note payable from key management personnel* - |
500,000 |
- The converting notes facility has been provided by Adcock Private Equity, an entity controlled by Non-Executive Director, Mr Brook Adcock. The balance owing from 30 June 2025 was converted to equity as part of the November 2025 debt conversion Refer to (i) below for further details.
(i) Debt conversion
In November 2025, following approval by shareholders at the Company’s Annual General Meeting, the Company converted $500,000 of convertible notes and $59,326 of accrued interest owed to Adcock Private Equity into 139,831,500 ordinary shares at a 100% premium, in accordance with the contractual terms of the relevant debt facility agreements. A gain of $279,663 from the shares issued to Adcock Private Equity was recognised in the period.
Terms and conditions
All transactions were made on normal commercial terms and conditions and at market rates.
N O T E 1 2
S H A R E - B A S E D PAY M E N T S
Performance rights granted during the half-year ended 31 December 2025
Performance rights granted to employees
In November 2025, after approval by shareholders at the Company’s Annual General Meeting, 103,500,000 of performance rights for no cash consideration were issued under the Company’s Omnibus Incentive Plan. The
30
A P P E N D I X 4 D & I N T E R I M F I N A N C I A L R E P O R T
Performance rights issued can be exercised based on the achievement of a continuing service period of 12 months. The performance rights have an exercise price of $nil. The performance rights are not subject to any other vesting conditions besides the holder remaining in continuous service to the Company. The performance rights expire 5 years and 1 day from the grant date
Set out below are summaries of performance rights granted under the plan:
| 3 1 D E C 2 0 2 5 G R A N T D A T E E X P I R Y D A T E E X E R C I S E P R I C E |
B A L A N C E A T T H E S T A R T O F T H E H A L F - Y E A R G R A N T E D E X E R C I S E D E X P I R E D / F O R F E I T E D / O T H E R B A L A N C E A T T H E E N D O F T H E H A L F - Y E A R* |
|---|---|
| 19/11/2025 24/11/2030 $0.000 |
- 63,000,000 - (61,740,000) 1,260,000 |
| - 63,000,000 - (61,740,000) 1,260,000 |
- Reduced to reflect the impact of the 50:1 share consolidation.
For the performance rights granted during the current financial half-year, the valuation model inputs used to determine the fair value at the grant date, are as follows:
| S H A R E P R I C E | R I S K- F R E E | F A I R V A L U E | |||||
|---|---|---|---|---|---|---|---|
| A T G R A N T | E X E R C I S E | E X P E C T E D | D I V I D E N D | I N T E R E S T | A T G R A N T | ||
| G R A N T D A T E | E X P I R Y D A T E | D A T E | P R I C E | V O L A T I L I T Y | Y I E L D | R A T E | D A T E |
| 19/11/2025 | 24/11/2030 | $0.002 | $0.000 | 112.5% | - | 3.646% | $0.002 |
Service rights granted to employees
In November 2025, after approval by shareholders at the Company’s Annual General Meeting, 40,500,000 of service rights for no cash consideration were issued to key management personal under ASX Listing Rule 10.11.
Set out below are summaries of service rights granted under the plan:
| 3 1 D E C 2 0 2 5 | |||||||
|---|---|---|---|---|---|---|---|
| B A L A N C E A T | B A L A N C E A T | ||||||
| T H E S T A R T O F | E X P I R E D / | T H E E N D O F | |||||
| E X E R C I S E | T H E H A L F - | F O R F E I T E D / | T H E H A L F - | ||||
| G R A N T D A T E | E X P I R Y D A T E | P R I C E | Y E A R | G R A N T E D | E X E R C I S E D | O T H E R ( * ) | Y E A R |
| 19/11/2025 | 24/11/2030 | $0.000 | - | 40,500,000 | - | (39,690,000) | 810,000 |
| - | 40,500,000 | - | (39,690,000) | 810,000 |
- Reduced to reflect the impact of the 50:1 share consolidation.
For the performance rights granted during the current financial half-year, the valuation model inputs used to determine the fair value at the grant date, are as follows:
| S H A R E P R I C E | R I S K- F R E E | F A I R V A L U E | |||||
|---|---|---|---|---|---|---|---|
| A T G R A N T | E X E R C I S E | E X P E C T E D | D I V I D E N D | I N T E R E S T | A T G R A N T | ||
| G R A N T D A T E | E X P I R Y D A T E | D A T E | P R I C E | V O L A T I L I T Y | Y I E L D | R A T E | D A T E |
| 19/11/2025 | 24/11/2030 | $0.002 | $0.000 | 112.5% | - | 3.646% | $0.002 |
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Notes to the consolidated financial statements (cont.)
3 1 D E C E M B E R 2 0 2 5
N OT E 1 2 (cont.)
S H A R E - B A S E D PAY M E N T S
Performance rights granted during the half-year ended 31 December 2024
Performance rights granted to employees
In September 2024, the remuneration committee granted certain employees 104,354,752 performance rights for no cash consideration under the Company’s Omnibus Incentive Plan. In October 2024, after approval at the 2024 Annual General Meeting to increase the capacity of securities that can be issued under the Company’s Omnibus Incentive Plan, the remuneration committee granted certain employees 58,895,248 performance rights for no cash consideration.
Performance rights issued to staff excluding key management personnel in September 2024, totalled 25,000,000 and were issued in 2 equal tranches and can be exercised based on the achievement of a continuing service period. The performance rights have an exercise price of $nil. 50% of rights can be exercised on achieving the first 12 months continued service period (12 months from grant date). The remaining 50% of rights can be exercised on achieving the second 12 months continued service period (24 months from grant date). The performance rights are not subject to any other vesting conditions besides the holder remaining in continuous service to the Company. The performance rights expire 5 years and 1 day from the grant date.
Performance rights issued to key management personnel in September 2024, totalled 79,354,752 and can be exercised based on the achievement of a continuing service period. The performance rights have an exercise price of $nil. The rights can be exercised on achieving 12 months of continued service period (12 months from grant date). The performance rights are not subject to any other vesting conditions besides the holder remaining in continuous service to the Company. The performance rights expire 5 years and 1 day from the grant date.
Performance rights issued to key management personnel in October 2024, totalled 58,895,248 and can be exercised based on the achievement of a continuing service period. The performance rights have an exercise price of $nil. The rights can be exercised on achieving 12 months of continued service period (12 months from grant date). The performance rights are not subject to any other vesting conditions besides the holder remaining in continuous service to the Company. The performance rights expire 5 years and 1 day from the grant date.
Set out below are summaries of performance rights granted under the plan during the half-year ended 31 December 2024, including the balance and activity level as at 31 December 2025:
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| 3 1 D E C 2 0 2 5 E X P I R Y D A T E E X E R C I S E P R I C E G R A N T D A T E |
B A L A N C E A T T H E S T A R T O F T H E H A L F - Y E A R G R A N T E D E X E R C I S E D E X P I R E D / F O R F E I T E D / O T H E R B A L A N C E A T T H E E N D O F T H E H A L F - Y E A R* |
|---|---|
| 04/09/2024 05/09/2029 $0.000 04/09/2024 05/09/2029 $0.000 04/09/2024 05/09/2029 $0.000 24/10/2024 24/10/2029 $0.000 |
11,500,000 - (7,700,000) (3,724,000) 76,000 11,500,000 - - (11,290,000) 210,000 79,354,752 - (79,354,752) - - 58,895,248 - (58,895,248) - - |
| 161,250,000 - (145,950,000) (15,014,000) 286,000 |
- Reduced to reflect the impact of the 50:1 share consolidation.
During the 6 months ending 31 December 2025, 145,950,000 performance rights (valued at $642,695) were exercised under the plan when the performance condition associated with the performance rights was met.
During the 6 months ending 31 December 2025, 1,000,000 performance rights (valued at $4,000) were forfeited under the plan when the performance condition associated with the performance rights was unable to be met.
N OT E 1 3
E A R N I N G S P E R S H A R E
| E A R N I N G S P E R S H A R E | ||
|---|---|---|
| C O N S O L I D A T E D | ||
| 3 1 D E C 2 0 2 5 3 1 D E C 2 0 2 4 |
||
| $ | $ | |
| Profit/(loss) per share from continuing operations | ||
| Profit/(loss) after income tax attributable to the owners of Visionflex Group Limited | 203,413 (1,688,325) |
|
| C E N T S | C E N T S | |
| Basic earnings per share | 0.28 | (0.06) |
| Diluted earnings per share | 0.27 | (0.06) |
| C O N S O L I D A T E D | ||
| 3 1 D E C 2 0 2 5 3 1 D E C 2 0 2 4 |
||
| $ | $ | |
| Profit/(loss) per share from discontinued operations | ||
| Profit/(loss) after income tax attributable to the owners of Visionflex Group Limited | - | 112,301 |
| C E N T S | C E N T S | |
| Basic earnings per share | 0.00 | 0.00 |
| Diluted earnings per share | 0.00 | 0.00 |
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Notes to the consolidated financial statements (cont.)
3 1 D E C E M B E R 2 0 2 5
N O T E 1 3 (cont.)
| N O T E 1 3(cont.) | ||
|---|---|---|
| E A R N I N G S P E R S H A R E | C O N S O L I D A T E D | |
| 3 1 D E C 2 0 2 5 | 3 1 D E C 2 0 2 4 | |
| $ | $ | |
| Profit/(loss) per share Profit/(Loss) after income tax attributable to the owners of Visionflex Group Limited |
203,413 | (1,576,024) |
| C E N T S | **C E N T S *** | |
| Basic earnings per share | 0.28 | (0.06) |
| Diluted earnings per share | 0.27 | (0.06) |
*Options and performance rights have been excluded from the diluted earnings per share calculation as their inclusion would be anti-dilutive.
| 2 0 2 5 N U M B E R 2 0 2 4 N U M B E R |
|
|---|---|
| Weighted average number of ordinary shares Weighted average number of ordinary shares used in calculating basic earnings per share Weighted average number of ordinary shares used in calculating diluted earnings per share |
72,088,072 2,819,914,147 |
| 76,246,460 2,819,914,147 |
N OT E 1 4
E V E N T S A F T E R T H E R E P O R T I N G P E R I O D
In early February, the Group undertook a cost reduction and workforce restructuring initiative, including workforce redundancies. The initiative is expected to result in an ongoing reduction in operating costs of approximately 20%.
As the restructuring decision was made at the January 2026 Board meeting, no adjustment has been made to the financial statements for the period ended 31 December 2025. The Directors have considered this initiative as part of their assessment of the Group’s ability to continue as a going concern.
No other matter or circumstance has arisen since 31 December 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.
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Directors’ declaration
3 1 D E C E M B E R 2 0 2 5
In the Directors’ opinion:
-
the attached financial statements and notes comply with the Corporations Act 2001 , Australian Accounting Standard AASB 134 ‘Interim Financial Reporting’, the Corporations Regulations 2001 and other mandatory professional reporting requirements;
-
the attached financial statements and notes give a true and fair view of the Group’s financial position as at 31 December 2025 and of its performance for the financial half-year ended on that date; and
-
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
Signed in accordance with a resolution of Directors’ made pursuant to section 303(5)(a) of the Corporations Act 2001 .
On behalf of the Directors
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Brook Adcock Interim Chair
26 February 2026
Sydney
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PKF(NS) Audit & Assurance Limited Partnership
ABN 91 850 861 839
755 Hunter Street, Newcastle West NSW 2302
Level 8, 1 O’Connell Street, Sydney NSW 2000
Newcastle T: +61 2 4962 2688 F: +61 2 4962 3245 Sydney T: +61 2 8346 6000 F: +61 2 8346 6099 [email protected] www.pkf.com.au
INDEPENDENT AUDITOR’S REVIEW REPORT
TO THE MEMBERS OF VISIONFLEX GROUP LIMITED
Report on the Half-Year Financial Report
Conclusion
We have reviewed the accompanying half-year financial report of Visionflex Group Limited (the Company), which comprises the consolidated statement of financial position as at 31 December 2025, and 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 half-year ended on that date, a statement of accounting policies, other selected explanatory notes, and the directors’ declaration of the company and the consolidated entity comprising the Company and the entities it controlled at the year’s end or from time to time during the financial year.
Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Visionflex Group Limited is not in accordance with the Corporations Act 2001 including:
-
(a) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2025, and of its financial performance for the half-year ended on that date; and
-
(b) complying with the Australian Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001.
Material Uncertainty Regarding Going Concern
We draw attention to Note 2 in the half year financial report, which describes management’s assessment of the consolidated entity’s ability to continue as a going concern. The matters described in Note 2 indicate a material uncertainty that may cast significant doubt on the consolidated entity’s ability to continue as a going concern. Our conclusion is not modified in respect of this matter.
Independence
In conducting our review, we have complied with the independence requirements of the Corporations Act 2001. In accordance with the Corporations Act 2001, we have given the directors of the Company a written Auditor’s Independence Declaration.
Directors’ Responsibility for the Half-Year Financial Report
The directors of the Company are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with the Australian Accounting Standards and the Corporations Regulations 2001 and for such internal control as the directors determine is necessary to enable the preparation of the half-year financial report that is free from material misstatement, whether due to fraud or error.
PKF(NS) Audit & Assurance Limited Partnership is a member of PKF Global, the network of member firms of PKF International Limited, each of which is a separately owned legal entity and does not accept any responsibility or ��� liability for the actions or inactions of any individual member or correspondent firm(s). Liability limited by a scheme approved under Professional Standards Legislation.
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Auditor’s Responsibility for the Review of the Half-Year Financial Report
Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity , in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the consolidated entity’s financial position as at 31 December 2025 and its performance for the half year ended on that date, and complying with Australian Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001. As the auditor of Visionflex Group Limited, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.
A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
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PKF
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KYM REILLY PARTNER 26 FEBRUARY 2026 SYDNEY, NSW
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