Announcement PDF Annual Report For the year ended 30 June 2025 Change Financial partners with clients to provide simple, flexible, and fast to market payment solutions and services. Table of Contents 01 Chair & CEO’s Letter 03 Directors’ Report 19 Auditor’s Independence Declaration 20 Corporate Governance Statement 31 Financial Report 32 Consolidated Statement of Profit or Loss 33 Consolidated Statement of Comprehensive Income 34 Consolidated Statement of Financial Position 35 Consolidated Statement of Changes in Equity 36 Consolidated Statement of Cash Flows 37 Notes to the Consolidated Financial Statements 65 Group Disclosure Statement 66 Directors’ Declaration 67 Independent Auditor’s Report 71 ASX Additional Disclosure 73 Corporate Directory Change Financial Limited Suite 3E, Level 3, 340 Adelaide Street Brisbane QLD 4000, Australia Postal Address GPO Box 1322, Brisbane QLD 4001 Chair & CEO’s Letter Dear Shareholders, On behalf of Change Financial Limited (Change Financial or the Company), we are pleased to present our Annual Report for the year ended 30 June 2025. As we reflect on the 2025 financial year, we do so with great pride in what we have achieved, and excitement and optimism for the future of Change Financial. This financial year marked an important period for the Company as we continued to grow and scale the business. This inflection point is reflected in the financial performance for the year and the positive outlook for the year ahead. As the business continues to scale, we remain extremely focussed on driving revenue growth and increasing profitability. The foundational work we have completed on our operations and core products, Vertexon and PaySim has set Change Financial up to deliver growth now and in the future. The team continues to focus on executing our strategic plan as we chase our ambition of being a dominant player in the global payments space. Some of the notable achievements of the past year include: • Appointed two new strategic business development managers focused on outbound sales to drive growth and capitalise on the significant market opportunity for both products; • Increased sales and product focus on PaySim which delivered a material uplift in financial performance in the second half of the financial year; • Continued growth in the PaaS platform with Change Financial now the largest non‑bank issuer of debit cards in New Zealand, processing over NZ$1 billion annually; • Signed our first BIN sponsorship clients in Australia and New Zealand; and • Continued to release new product features and functionality with PaaS clients adopting Google and Apple Pay in New Zealand and Australia. These achievements contributed to the Company’s significantly improved financial performance for the year. Change Financial delivered revenue of US$15.1 million (A$23.3 million1) in financial year 2025, an increase of 42% on the prior year, exceeding our market guidance of ‘in excess of 30%’. Notably, 76% of revenue was derived from recurring sources, providing a solid base to deliver incremental future revenue growth. Pleasingly, Change Financial also delivered a maiden positive Underlying Earnings Before Interest Tax Depreciation and Amortisation (Underlying EBITDA) of US$0.2 million (A$0.3 million). Further, cash flows from operating activities were positive for the year. During the year we made the strategic decision to exit the US operations. The highly challenging regulatory environment in the US directly impacted Change Financial’s issuing bank partner (an independent third party) in the market. These challenges not only affected Change Financial but others in the US with peers also experiencing similar challenges. We believe the highly challenging regulatory environment in the US would likely continue to drag on the broader Change Financial business and as such, believe it would have taken a number of years to achieve profitability in the region. Exiting the loss‑making US operations has ultimately strengthened Change Financial’s financial position and enabled the business to focus on winning in markets where we are seeing attractive near‑term opportunities. Looking forward to financial year 2026, Change Financial is targeting revenue in the range of US$16.5 million (A$25.4 million) to US$18.0 million (A$27.7 million) and a significant increase in Underlying EBITDA, which we expect to be in the range of US$2.5 million (A$3.8 million) to US$3.5 million (A$5.4 million). We continue to see increased momentum in the growth of the sales pipeline and the speed at which clients are moving through the sales funnel. As the business continues to scale, we expect to see continued Underlying EBITDA margin improvement through incremental client wins. We also expect to be net cash flow positive for financial year 2026, marking a significant milestone in the Company’s lifecycle. We are extremely proud of the continued progress and execution of our strategy by the team and we are excited for the future as we chase our ambition to be a dominant player in the payments space. Our business continues to grow and strengthen as we drive operational efficiency and scale. 1. AUD/USD = 0.65, all AUD amounts are converted for representation purposes to assist the reader. Annual Report 2025 changefinancial.com 01 Chair & CEO’s Letter (Continued) We would like to take this opportunity to thank all our valued clients, partners and employees and highlight how important they are to us and the successful future of our Company. To the Change Financial team, thank you for your ongoing dedication and commitment to continued execution excellence over this past year. The ongoing delivery of key milestones are critical to our future growth and success. We would also like to acknowledge the contribution of our former Chair, Mr. Eddie Grobler, who sadly passed away during the year. Eddie brought unwavering passion and commitment to everything he did for Change Financial and believed deeply in our vision, working tirelessly to help us succeed. Finally, we would like to thank our shareholders for their continued support and we look forward to keeping you informed of our key achievements throughout the upcoming year. Sincerely, Geoffrey Sam OAM Chair 02 Change Financial Limited Tony Sheehan Chief Executive Officer Suite 3E, Level 3, 340 Adelaide Street Brisbane QLD 4000, Australia Postal Address GPO Box 1322, Brisbane QLD 4001 Directors’ Report The Directors present their report together with the financial statements of Change Financial Limited (Change Financial or the Company) consisting of Change Financial Limited and the entities it controlled (Group) at the end of or during the year ended 30 June 2025. Directors The following persons were Directors of Change Financial during the whole of the financial year and up to the date of this report unless otherwise stated: • Geoffrey Sam (Chair) • Thomas Russell (Executive Director) • Ian Leijer (Non‑executive Director) • Michael Giles (Non‑executive Director – appointed 31 March 2025) • Edward Grobler (Non‑executive Chair – ceased on 8 April 2025 following his passing) • Alastair Wilkie (Non‑executive Director – retired 21 November 2024) Principal Activities The Group’s principal activity during the year continued to be the commercialisation and ongoing development of its payments management platform and payment testing solution. Change Financial is a global fintech developing innovative and scalable payments technology through two core products: • Vertexon: physical, digital and virtual card issuing and transaction processing; and • PaySim: payment testing solution. Review of Operations Highlights Change Financial’s strategy remains focussed on providing simple, flexible and fast to market technology solutions and services globally. The Group has completed substantial foundational work on the Vertexon and PaySim products and strengthened operational capabilities which has set Change up to deliver growth now and in the future. Key operational highlights for the year include: • Continued growth in card processing and issuing with more than 73,000 cards live and transacting on the Vertexon PaaS platform; • Completed detailed market assessments for Vertexon and PaySim which have refined the product, sales and marketing strategy; • Strengthened the commercial team with the appointment of new strategic sales executives focussed on outbound sales; • Signed the first BIN sponsorship clients in Australia and New Zealand; • Launched Apple and Google Pay in New Zealand and Australia for Vertexon PaaS clients; and • Exited the loss‑making US operations which has strengthened the Group’s financial position and enabled the business to focus on winning in markets where there are attractive near‑term opportunities. These achievements contributed to the Group’s significantly improved financial performance for the year. The Group delivered revenue of US$15.1 million in financial year 2025, an increase of 42% on the prior year. Notably, 76% of revenue was derived from recurring sources, providing a solid base to deliver incremental future revenue growth. Further, cash flows from operating activities were positive for the year. Annual Report 2025 changefinancial.com 03 Directors’ Report (Continued) Key risks The Group is exposed to a number of risks including regulatory, operational, financial, technological and broader market factors. These risks may impact on the Group’s ability to achieve financial and operational targets. The Group manages these risks through the senior leadership team with oversight from the Board. Key risk management policies are reviewed and approved by the Board of Directors (Board) and implemented by the senior leadership team. Some of the key risks include: • Product commercialisation – revenue growth is dependent on the ability to commercialise new products. The Vertexon PaaS platform is now live and operational in Australia and New Zealand with over 73,000 active cards on the platform. Whilst the Group has commenced generating revenue from the Vertexon PaaS platform, continued future revenue growth is dependent on growing the client base and increasing volumes. The Group strengthened its commercial team during financial year 2025 to focus on securing new clients and driving growth. • Ability to scale – the ability to scale the business is key to driving profitable future growth. The Group is focused on growing in pre‑defined core target markets with the goal of achieving scale in these regions. • General financial – the Group is subject to financial risks including increased operational costs, reduced client pricing, and access to equity and debt sources. The Group manages its financial risk by regularly monitoring and forecasting financial performance, cashflows and capital requirements. • Competition – the Group operates in a competitive market with other companies providing similar services. The Group mitigates this risk through product and service differentiation and entering long‑term contracts with clients where possible. • Technology – the Group is subject to technology related risks which may impact on financial, operational and reputational value. Technology risks include cyber‑attacks which have the potential to impact the Group and its clients. The Group mitigates these risks by continuing to invest in IT systems, training and testing. • Operational – the Vertexon PaaS offering, particularly card issuing, requires different skill sets and business operations to ensure success. Card issuing also introduces new risks to the business particularly in relation to treasury, fraud and compliance. The Group has appointed experienced individuals with the requisite skills in these areas to mitigate risk associated with card issuing. • Regulatory – the Group operates in more than 40 countries and provides card issuing (which is a regulated activity) in New Zealand and Australia. The Group has a dedicated compliance function, assisted by specialist external advisors, which is responsible for ensuring the Group complies with existing regulations and any future changes. The Group closely monitors regulatory requirements to ensure current and future compliance and to enable the Group to respond to upcoming changes as and when required. Significant changes in the state of affairs No significant changes in the state of affairs other than as set out in the Review of Operations above. Matters subsequent to the end of the financial year Nil. Likely developments and expected results of operations Refer to the Review of Operations for further details. 04 Change Financial Limited Suite 3E, Level 3, 340 Adelaide Street Brisbane QLD 4000, Australia Postal Address GPO Box 1322, Brisbane QLD 4001 Directors’ Report (Continued) Information on Directors Geoffrey Sam, OAM (Non‑executive Chair) Experience and expertise Geoffrey is a highly experienced company director and currently serves as Chair of Earlypay Limited (ASX:EPY). Prior to his appointments to ASX listed companies, Geoffrey undertook numerous Chief Executive positions at Adelaide based hospitals. He is currently the Co‑Founder and Director of HealtheCare Australia Pty Ltd, a privately owned health care company comprising a portfolio of 18 hospitals. Geoffrey holds a Bachelor of Commerce (Accounting and Finance) and a Master of Health Administration from the University of New South Wales, a Master of Arts (Economics and Social Studies) from the University of Manchester UK and is a Fellow of the Australian Institute of Company Directors. Other current ASX directorships Earlypay Limited (ASX:EPY) (appointed 10 March 2015) IDT Australia Limited (ASX:IDT) (appointed 10 October 2022) Former ASX directorships in last three years Paragon Care Limited (ASX:PGC) (appointed 3 June 2016, resigned 4 June 2024) Current Change Financial shareholding Ordinary shares – 4,219,066 Performance rights – Nil Options – Nil Thomas Russell (Executive Director) Experience and expertise Thomas has more than 15 years’ experience as an investor, corporate advisor, director and executive working across a range of industries with a focus on growth companies in the technology, finance, industrial, energy and resource sectors. Working with both listed and unlisted emerging companies, Thomas is highly experienced in raising capital, setting business strategy, executing M&A and takeover transactions, managing operations, as well as launching technology platforms. Thomas holds a Bachelor of Commerce (Finance) and a Bachelor of Economics (Quantitative Methods) from the University of Queensland, Australia. Other current ASX directorships None Former ASX directorships in last three years None Special responsibilities None Current Change Financial shareholding Ordinary shares – 2,500,000 Performance rights – 5,400,000 Options – Nil Annual Report 2025 changefinancial.com 05 Directors’ Report (Continued) Ian Leijer (Non‑executive Director) Experience and expertise Ian has been closely involved with Change Financial since its inception. Ian is a Chartered Accountant with over 25 years’ experience in financial analysis, corporate transactions, business strategy and business management. He was CFO and Company Secretary for over 10 years of former ASX listed company Avatar Industries Limited which operated globally in a number of diverse industries including mining services, electronics distribution, fabrication of building products and printing. Ian started his career with Price Waterhouse specialising in corporate transactions and valuations before joining a boutique investment bank. Ian currently works with a number of entities on business analysis, capital raising (debt & equity) and general management. Ian also holds a Bachelor of Economics from the University of Sydney, Australia. Other current ASX directorships None Former ASX directorships in last three years None Special responsibilities None Current Change Financial shareholding Ordinary shares – 7,286,976 Performance rights – Nil Options – Nil Michael H. Giles (Non‑executive Director) Experience and expertise Michael is a veteran fintech entrepreneur and financial services executive with more than 20 years of experience founding, scaling, and leading innovative brokerage and clearing businesses. He is currently the Founder & CEO of Interchange Financial Technologies Inc., a vertically integrated financial technology company. Michael has launched and exited several pioneering fintech ventures, starting in Melbourne, Australia in 2004. Michael holds a Master’s degree in Entrepreneurship & Innovation from Swinburne University of Technology, completed graduate studies in Entrepreneurship & Innovation at the RPI Lally School of Management, and earned a Diploma in Financial Planning (Financial Services) from FINSIA. Other current ASX directorships None Former ASX directorships in last three years None Special responsibilities None Current Change Financial shareholding Ordinary shares – 137,000,000 Performance rights – Nil Options – Nil 06 Change Financial Limited Suite 3E, Level 3, 340 Adelaide Street Brisbane QLD 4000, Australia Postal Address GPO Box 1322, Brisbane QLD 4001 Directors’ Report (Continued) Company Secretary The Company Secretary is Mr. Adam Gallagher. Experience and expertise Adam is a highly experienced company secretary, director and executive with a broad corporate skill-set and provides governance services to listed companies through his firm Applied Corporate Governance Partners. Adam holds a Bachelor of Economics, Master in Commerce, Graduate Diploma in Information Systems and Graduate Diploma in Applied Corporate Governance and is a Fellow of the Governance Institute of Australia. Meetings of Directors The numbers of meetings of the Board and of each Board Committee held during the year ended 30 June 2025, and the numbers of meetings attended by each Director were: Full meetings of Directors Geoffrey Sam Audit & Risk Committee meetings Nomination & Remuneration Committee meetings Number attended Number eligible to attend Number attended Number eligible to attend Number attended Number eligible to attend 15 15 – – – – Thomas Russell 15 15 4 4 1 1 Ian Leijer 15 15 4 4 1 1 Michael Giles 4 4 – – – – Edward Grobler 9 11 2 3 1 1 Alastair Wilkie 4 5 – – – – On 28 May 2025, the Board resolved to dissolve the Audit & Risk Committee (ARC) with the responsibilities outlined in the Audit & Risk Management Charter now undertaken by the full Board. Mr. Leijer was Chair of the ARC. On 28 May 2025, the Board resolved to dissolve the Nomination & Remuneration Committee (NRC) with the responsibilities outlined in the Nomination and Remuneration Charter now undertaken by the full Board. Mr. Russell was the Chair of the NRC. Annual Report 2025 changefinancial.com 07 Directors’ Report (Continued) Remuneration report (audited) The Directors are pleased to present Change Financial’s 2025 remuneration report which sets out remuneration information for Change Financial’s Non‑executive Directors, Executive Directors and the Group’s other key management personnel. Non‑executive director remuneration policy The shareholders of Change Financial on 11 August 2015 approved, for the purposes of the ASX Listing Rules and the Group’s Constitution, an increase in the maximum aggregate annual Non‑executive Directors’ fees to A$500,000, with such fees to be allocated to the Non‑executive Directors as the Board may determine. Executive remuneration policy and framework The objective of the Group’s executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with achievement of strategic objectives and the creation of value for shareholders and conforms with market practice for delivery of reward. The Board ensures that executive reward satisfies the following key criteria for good reward governance practices: • competitive and reasonable, enabling the Group to attract and retain key talent; • aligned to the Group’s strategic and business objectives and the creation of shareholder value; • performance linkage/alignment of executive compensation; • transparent; • acceptable to shareholders; • alignment to shareholders’ interests; • attracts and retains high calibre executives; • alignment to program participants’ interests; • rewards capability and experience; and • provides recognition for contribution. The executive remuneration and reward framework has three components: • base pay and benefits, including superannuation; • short‑term incentives; and • long‑term incentives. (a) Elements of remuneration base pay and benefits Executives are offered a competitive base pay that comprises the fixed component of pay and rewards. Base pay for executives is reviewed annually to ensure the executive’s pay is competitive with the market. An executive’s pay is also reviewed on promotion. There are no guaranteed base pay increases included in any executives’ contracts. (b) Details of remuneration Details of the remuneration of the Directors and the key management personnel of the Group (as defined in AASB 124 Related Party Disclosures) are set out in the following tables. 08 Change Financial Limited Suite 3E, Level 3, 340 Adelaide Street Brisbane QLD 4000, Australia Postal Address GPO Box 1322, Brisbane QLD 4001 Directors’ Report (Continued) The key management personnel of Change Financial Limited includes the Directors as listed below: • Geoffrey Sam (Chair) • Thomas Russell (Executive Director) • Ian Leijer (Non‑executive Director) • Michael Giles (Non‑executive Director – appointed 31 March 2025) • Edward Grobler (Non‑executive Chair – ceased on 8 April 2025 following his passing) • Alastair Wilkie (Non‑executive Director – retired 21 November 2024) In addition to the Directors, the following executives that report directly to the Board or Chief Executive Officer (CEO) are Key Management Personnel: • Tony Sheehan (Chief Executive Officer) – appointed Chief Financial Officer 19 July 2021 and subsequently appointed Chief Executive Officer effective 3 July 2023 • Arnold Lee (Chief Technology Officer) – appointed 1 September 2021 • Jennifer Mateer (Chief Commercial Officer) – appointed 2 April 2024 The following table shows details of the remuneration expense recognised for the Group’s executive key management personnel for the current and previous financial year measured in accordance with the requirements of the accounting standards. 2025 Short‑Term Benefits Post‑ Employment Benefits Long-Term Benefits Share-Based Payments Total Proportion of Remuneration Performance Based Cash salary and fees US$ Non‑ monetary benefits US$ US$ US$ US$ US$ % Geoffrey Sam 32,355 – – – – 32,355 – Ian Leijer 32,355 – – – – 32,355 – Michael Giles1 8,084 – – – – 8,084 – Edward Grobler2 24,271 – – – – 24,271 – Alastair Wilkie 13,878 – – – – 13,878 – 110,943 – – – – 110,943 – Thomas Russell 227,410 – – – 66,570 293,980 22.6 Subtotal 227,410 – – – 66,570 293,980 22.6 Tony Sheehan 265,475 – 19,436 3,753 60,368 349,032 29.1 Name Non‑executive Directors Subtotal Executive Directors Other Key Management Personnel Arnold Lee 179,685 – 4,991 – 30,183 214,859 20.2 Jennifer Mateer 173,103 – 17,122 2,492 8,359 201,076 15.1 Subtotal 618,263 – 41,549 6,245 98,910 764,967 22.9 Total 956,616 – 41,549 6,245 165,480 1,169,890 20.7 1. Mr. Giles was appointed 31 March 2025. 2. Mr. Grobler passed on 8 April 2025. Annual Report 2025 changefinancial.com 09 Directors’ Report (Continued) 2024 Name Short‑Term Benefits Cash salary and fees US$ Non‑ monetary benefits US$ Post‑ Employment Benefits US$ Long-Term Benefits Share Based Payments Total Proportion of Remuneration Performance Based US$ US$ US$ % Non‑executive Directors Edward Grobler 32,780 – – – – 32,780 – Ian Leijer 32,863 – – – – 32,863 – Alastair Wilkie1 37,187 – – – – 37,187 – Geoffrey Sam 32,862 – – – – 32,862 – 135,692 – – – – 135,692 – Thomas Russell 133,816 – – – – 133,816 – Subtotal 133,816 – – – – 133,816 – Subtotal Executive Directors Other Key Management Personnel Tony Sheehan 221,502 – 24,086 3,644 13,603 262,835 5.2 Arnold Lee 151,438 – 4,561 – 7,891 163,890 4.8 Jennifer Mateer2 4,116 615 – 45,030 – 40,299 – Vinnie D’Alessandro3 141,633 – 14,987 – – 156,620 – Subtotal 554,872 – 47,750 4,259 21,494 628,375 3.4 Total 824,380 – 47,750 4,259 21,494 897,883 2.4 1. Mr. Wilkie retired as Chief Executive Officer and Managing Director effective 7 July 2023 from which he continued as a Non‑executive Director until he retired from the Board effective 21 November 2024. 2. Ms. Mateer was appointed 2 April 2024. 3. Mr. D’Alessandro resigned effective 12 April 2024. The value of options and/or performance rights issued to Directors and employees as remuneration is expensed over the vesting period which may be a number of years. Therefore, the amount for share‑based payments is not a cash expense and represents the expense recognised in that financial year for options and/or performance rights granted as remuneration in that year and prior years. Negative amounts are the options forfeited but not yet vested at the time of forfeiture. In the current year, a portion of remuneration for the Key Management Personnel are performance related. Performance related remuneration is based on achieving certain financial and operational targets that are aligned to the success of the Group. The Group undertakes a formal process to assess actual results achieved relative to the targets set to determine an individual’s eligibility for performance related remuneration. 10 Change Financial Limited Suite 3E, Level 3, 340 Adelaide Street Brisbane QLD 4000, Australia Postal Address GPO Box 1322, Brisbane QLD 4001 Directors’ Report (Continued) (c) Service agreements Thomas Russell (Executive Director) • Term of agreement – no fixed term; • Annual fee of A$50,000 payable monthly on pro rata basis; • Reimbursement of specified expenses incurred in providing the services; • Can participate under the Group ESOP (refer details in subsection (d) below); and • Payment for services outside the normal scope of the ordinary duties of the Director at a rate of A$1,600 per day. Tony Sheehan (Chief Executive Officer) • Term of agreement – no fixed term; • Base salary of A$342,475 per annum (plus statutory superannuation contributions) which is reviewed annually; • An annual incentive bonus of 25% of base salary, payable subject to satisfactory achievement of KPIs; • Can participate under the Group ESOP (refer details in subsection (d) below); and • Termination – six months’ notice by either party except for serious misconduct where the Group can terminate immediately. Arnold Lee (Chief Technology Officer) • Term of agreement – no fixed term; • Base salary of NZ$290,000 per annum (plus statutory KiwiSaver contributions) which is reviewed annually; • An annual incentive bonus of NZ$30,000, payable subject to satisfactory achievement of KPIs; • Can participate under the Group ESOP (refer details in subsection (d) below); and • Termination – three months’ notice by either party except for serious misconduct where the Group can terminate immediately. Jennifer Mateer (Chief Commercial Officer) • Term of agreement – no fixed term; • Base salary of A$230,000 per annum (plus statutory superannuation contributions) which is reviewed annually; • An annual incentive bonus of 20% of base salary from 1 July 2024, payable subject to satisfactory achievement of KPIs; • Can participate under the Group ESOP (refer details in subsection (d) below); and • Termination – three months’ notice by either party except for serious misconduct where the Group can terminate immediately. (d) Equity instrument disclosures relating to key management personnel (i) Options issued to key management personnel as remuneration There were no options issued to key management personnel during the year ended 30 June 2025. Annual Report 2025 changefinancial.com 11 Directors’ Report (Continued) (ii) Option Holdings The numbers of options in the Company held during the financial year by each Director of Change Financial and Key Management Personnel of the Group, including their personally related parties, are set out below. 2025 Name Balance at the start of the period Granted during the year Cancelled during the year Lapsed & forfeited during the year Exercised during the year Balance at the end of the period Total vested and exercisable at 30 June 25 Unexercisable at 30 June 25 Directors Geoffrey Sam – – – – – – – – Thomas Russell – – – – – – – – Ian Leijer – – – – – – – – Michael Giles – – – – – – – – Edward Grobler – – – – – – – – Alastair Wilkie – – – – – – – – Other Key Management Personnel Tony Sheehan 1,500,000 – – (1,500,000) – – – – Arnold Lee 1,500,000 – – (1,500,000) – – – – – – – – – – – Jennifer Mateer – No option holder (Key Management Personnel or otherwise) has any right under the options to participate in new issues of securities in the Company made by the Company to its shareholders generally. In the event of a reconstruction of the capital of the Company or an issue of bonus shares, the option strike price and/or the number of options will be adjusted such that no benefit is gained or lost by option holders as a result of that reconstruction or bonus share issue. 12 Change Financial Limited Suite 3E, Level 3, 340 Adelaide Street Brisbane QLD 4000, Australia Postal Address GPO Box 1322, Brisbane QLD 4001 Directors’ Report (Continued) (iii) Performance Rights