Annual report
Page 1
credit clear limited annual report 2026 1 AAppppeennddiixx 44EE SSUUMMMMAARRYY FFIINNAANNCCIIAALL RREEPPOORRTT FFOORR TTHHEE YYEEAARR EENNDDEEDD 3300 JJUUNNEE 22002266 CCrreeddiitt CClleeaarr ABN: 48 604 797 033 DDeettaaiillss ooff tthhee RReeppoorrttiinngg PPeerriioodd aanndd tthhee CCoorrrreessppoonnddiinngg RReeppoorrttiinngg PPeerriioodd Reporting period: Year ended 30 June 2026 Previous corresponding period: Year ended 30 June 2025 RReessuullttss ffoorr AAnnnnoouunncceemmeenntt ttoo tthhee MMaarrkkeett 2026 2025 Key Information $000 $000 % Change Revenue from ordinary activities 60,067 46,922 28% Profit after tax from ordinary activities attributable to owners 4,346 3,545 23% Net Profit attributable to owners 4,346 3,545 23% Net Tangible asset per share 4.54 cents 4.84 cents -6% DDiivviiddeennddss PPaaiidd aanndd PPrrooppoosseedd There were no dividends paid, proposed, or declared during the current or previous financial year. OOtthheerr Revenue for the year ending 30 June 2026 includes only 6 months of Arc Europe Ltd which was acquired on 1 January 2026 and 5 months of the DTS Group which was acquired on 30 January 2026. Additional Appendix 4E disclosure requirements and commentary on significant features of the operating performance, results of segments, business combination, trends in performance, foreign entities and other factors affecting the results for the period are contained in the 2026 Annual Report, including the Chairman’s Letter and CEO Report. This document should be read in conjunction with the 2026 Annual Report, including the Chairman’s Letter and CEO Report, and any public announcements made in the period by Credit Clear Limited in accordance with the continuous disclosure requirements of the Corporations Act 2001 (Cth) and the ASX Listing Rules. This report is based on consolidated financial statements which have been audited by PricewaterhouseCoopers and an unqualified opinion has been issued. J Joosshhuuaa RReeiidd Executive Director MMiicchhaaeell DDooeerryy Non-Executive Director
Page 2
credit clear limited annual report 2026 1
Page 3
2 CONTENTS FY26 Highlights 4 Chairman’s Letter 6 Managing Directors Report 8 Directors Report 12 Auditor’s Independence Declaration 25 Financial Statements 27
Page 4
credit clear limited annual report 2026 3 BUSINESS DIVISIONS An AI driven engagement platform deployed internally by ARMA Group and as a SaaS solution directly with clients. The platform and AI decision making process improves the customer experience for those who prefer not to speak with an agent, while lifting the overall engagement rate and time taken to collection. Credit Clear intelligence uses live data to create adaptable and current communications to maximise engagement with the platform. Using customer behavioural insights, sentiment analysis and propensity-to- pay modelling allowing Credit Clear to automatically tailor a strategy to suit customers. In February 2026 the Company’s digital offering was bolstered by the acquisition of Digital Tech Solutions (DTS), a Global SaaS provider of early- stage digital voice collection solutions. DTS delivers self-service, omnichannel communications and payment technology including Voice of the Customer (VoC), to improve customer engagement. A digitally led debt resolution provider that employs Credit Clear’s technology internally, supported by 100% Australian- based and highly trained customer service team. ARMA’s hybrid end-to- end hybrid approach has consistently outperformed other providers on collection panels. The Company’s hybrid offering expanded overseas with the January 2026 acquisition of ARC Europe Ltd (‘ARC’), a well-established, UK-based debt collection agency. ARC’s long- standing customer base in the UK, with access to European markets, provides a strong foundation for Credit Clear’s geographic expansion. Provides a seamless and fully integrated legal recovery services to the group. As personal property and insolvency law specialists, Oakbridge acts for both creditors and insolvency practitioners on the full spectrum of insolvency related matters. LegalHybridDigital credit clear limited annual report 2026 3
Page 5
4 FY26 Highlights Credit Clear’s strong performance in FY26 has been underscored by robust growth and operational efficiency, driven by organic growth alongside initial contributions from the ARC Europe (acquired January 2026) and DTS (acquired February 2026) acquisitions. Organic growth was evidenced by continued digital-first platform adoption across the core Australian collections business, growth in the client base, and an increased share of wallet.
Page 6
credit clear limited annual report 2026 5 $60.0m $10.5m UNDERLYING EBITDAREVENUE +41% ON PCP+28% ON PCP credit clear limited annual report 2026 5 1.4 CPS +45% ON PCP UNDERLYING EPS $6.7m +65% ON PCP UNDERLYING NPATA 17 .5% UNDERLYING EBITDA MARGIN 15.9% IN FY25 $8.3m +25% ON PCP UNDERLYING OPERATING CASH FLOW
Page 7
6 We continued to grow the business organically, evidenced by continued digital-first platform adoption across the core Australian collections business, growth in the client base and increased share of wallet. We are continuing to work hard on driving operating leverage and efficiencies, this is being is supported by the increasing digital collections and operational enhancements, using. AI based tools and selective off-shoring. We were also delighted to welcome the teams from ARC Europe and DTS in to the Credit Clear family. ARC Europe is a contingent debt collection agency business in the mould of our core Australian business. This gives us a wonderful medium term growth platform in the UK market, substantially larger than our home Australian market. DTS is a Saas based collections business whose technology is used by blue-chip corporate clients and embedded in their operations, making it highly recurring. Amongst other channels, it is a leader in voice technologies, which we see as an exciting opportunity for potential operating leverage across our wider operations. DTS operates in UK, Australia and NZ, with smaller operations in the USA. Despite these positive advancements, business is often not plain sailing, and we were served with legal proceedings brought against us by the ACCC. We are working through this, we are well represented and continue to deny the allegations of contraventions of the Australian Consumer Law and are defending the proceedings. The matter is following usual legal procedure, and we will provide material updates as and when required under our continuous disclosure obligations. I would like to pay special thanks to all our staff, who work hard every day to deliver exceptional results for our clients, in an often demanding environment. Their ability to deliver these results in an empathetic manner is a credit to you all. The Board and I are very optimistic about the performance and prospects of the Group, and we thank those loyal shareholders who continue to support our aspirations. The businesses are led by a dedicated, talented and deep group of executive and senior leaders, and on behalf of the Board we sincerely thank them for moving the Group forward in 2026. Paul Dwyer Non-Executive Chairman Credit Clear Limited Dear Fellow Shareholder, I am pleased to report that the 2026 financial year has been a success, the financial results met or exceeded our market guidance. Chairman’s Letter
Page 8
credit clear limited annual report 2026 7 “The Board and I are very optimistic about the performance and prospects of the Group.” credit clear limited annual report 2026 7
Page 9
8 KEY POINTS: • Revenue has grown 28% from $46.9m to $60.0m (+ $13.1m). This was driven by organic growth of $4.0m (9%) and the initial contributions from the ARC Europe (6 months) and DTS (5 months) acquisitions ($9.1m). • If we were to look at the last 12 months of the performance of ARC Europe and DTS, the FY26 pro- forma revenue would be $70.0m. • Key drivers of the organic revenue growth have been continued digital-first platform adoption across the core Australian collections business, growth in the Tier 1+2 client base and increased share of wallet (superior relative performance has seen increased allocations on key client panels). The financial highlights in 2026 were: Underlying revenue up 28% to $60.0m. Underlying EBITDA up 41% to $10.5m. Underlying NPATA up 65% to $6.7m Underlying EPS growth 45% to 1.4 cps. Reported NPAT growth of 23% to $4.4m 2026 has been another successful year, continuing to build an enduring and growing digitally and AI enabled end to end debt collection platform. As we reflect on the achievements of the business over the year, we re-iterate key attributes that underpin our progress and support our ongoing growth and evolution: • We are a key service provider to a large, growing and diverse blue-chip client base which drives recurring revenue. • We enhance the financial and customer outcomes for our clients, creating loyalty and leading to repeatable organic revenue growth. • We continue to strive for and drive operating leverage with earnings (EBITDA) growth continuing to be higher than revenue growth. This trend is supported by increasing digital collections and operational enhancements. AI based tools and selective off-shoring are a key driver of many of those enhancements. • A dedicated and talented executive and senior leadership team that are committed to driving the business forward. • We entered the UK market which we estimate to be 4 times the size of our home Australian market; providing a new medium term growth platform. • We continue to see good growth opportunities across digital and traditional channels in the Australian market, particularly in banking, insurance and utilities. • Operating cashflows have grown and a capital raising was completed during the period to assist with the UK acquisitions, leading to a strong balance sheet which will be an enabler for future expansion. Continued organic revenue and earnings growth and the successful integration of and initial contribution from the UK based ARC Europe and DTS businesses 8 Managing Directors Report 80,000 70,000 60,000 50,000 40,000 30,000 20,000 10,000 0 FINANCIAL PERFORMANCE A summary of financial performance is shown below: Revenue Bridge FY26 - Base Acq - PFFY26 Acq- Actual OrganicFY25
Page 10
credit clear limited annual report 2026 9 KEY POINTS: • EBITDA has grown 41% from $7.4m to $10.5m (+ $3.1m). This was driven by organic growth of $1.3m (17%) and the initial contributions from the ARC Europe (6 months) and DTS (5 months) acquisitions ($1.7m). • If we were to look at the last 12 months of the performance of ARC Europe and DTS, the FY26 pro- forma EBITDA would be $12.0m. • Continuing operating leverage is evident, with EBITDA margin increasing from 15.9% to 17.5%. Increasing higher margin digital collections and operational enhancements aid this trend. AI based tools will continue to be a key driver of many of those enhancements. • AI based tools are increasingly assisting our agents in their customer discussions and we have begun exploring voice-based technology to enhance KEY POINTS: • Underlying NPATA has grown 65% from $4.1m to $6.7m (+$2.6m). • This captures the financial impact of AASB16 leases, amortisation of capitalised software and deferred tax assets, meaning no tax was payable in the financial year. We anticipate no tax being payable until the 2028 financial year. • Earnings per share (EPS) has grown 45% to 1.4 cps. These calculations adjust for the dilutionary impact of the LTI Plan for key executives, as well as the capital raising and buy back activities during the period. • Statutory NPAT has increased 23% to $4.4m. The non- operational costs relating to the acquisitions and ACCC defence ($0.3m) were the main items excluded from underlying earnings. The non-cash fair value of the deferred consideration payable on the ARC Europe acquisition has reduced at balance date, given a reduction in the Credit Clear share price (the payment is payable in shares based on a price set at completion). This has resulted in non-operating “income” of $2.8m. “We entered the UK market which we estimate to be 4 times the size of our home Australian market; providing a new medium term growth platform.” EBITDA Bridge Underlying NPATA Bridge 14,000 12,000 10,000 8,000 6,000 4,000 2,000 0 FY25 Organic FY26 Acq - PF Acq- Actual FY26 - Base Deferred Consid- eration Adj Non Operating - Cash (Tax Adj) Underlying NPATA LTI CostsTaxNPAT Amortis- ation - IIA’s 10000 9000 8000 7000 6000 5000 4000 3000 2000 1000 0
Page 11
10 ACQUISITIONS • ARC Europe is a UK-based debt collection agency established in 2001. The acquisition completed 1st January 2026 with $10.4m estimated consideration (cash + scrip) and represents Credit Clear’s entry into UK/ European collections markets. We see the acquisition as replicating the ARMA acquisition (2022) of overlaying Credit Clear’s digital platform and capability onto a more traditional collections business. • DTS (Illion Digital Tech Solutions) completed 1st February 2026. DTS is a global SaaS digital collections and voice technology provider (UK, Australia, NZ, USA, Canada) acquired from Experian NZ for $7.9m cash. It has a blue- chip Tier 1 client base and lifts digital collections’ share of annualised revenue from 5% to 18%. We see that this voice technology could have wider benefits across the wider Group. • Together the acquisitions establish a UK/European growth platform and diversify Credit Clear’s channel mix (voice, SaaS, later-stage collections) alongside the core Australian digital-first model. The initial performance of both ARC Europe and DTS have been pleasing, with increased revenue and strong margin growth, up on forecasts. A summary is shown below: ARC Europe $m Announced 2026 Annualised 6 months Revenue 8.8 9.6 EBITDA 1.2 1.6 Margin 13.6% 16.7 DTS $m Announced 2026 Annualised 5 months Revenue 10.0 9.5 EBITDA 1.2 1.7 Margin 12.0% 17.9% Combined $m Announced 2026 Annualised Growth Revenue 18.8 19.1 1.6% EBITDA 2.4 3.3 37.5% Margin 12.8% 17.3% ACCC INVESTIGATION Further to our note of 24 th June 2026, the ACCC has commenced proceedings against ARMA Group Holdings Pty Ltd (ARMA) and Force Legal Pty Ltd (Force Legal), wholly owned subsidiaries of Credit Clear. The proceedings allege contraventions of the Australian Consumer Law in relation to debt collection communications from February 2022 to September 2025, sent to certain consumers, by ARMA and Force Legal. It is also alleged that for that period, ARMA was knowingly concerned in, or aided and abetted Force Legal’s contraventions of the Australian Consumer Law. Credit Clear, ARMA and Force Legal continue to deny the allegations of contraventions of the Australian Consumer Law and intend to defend the proceedings. Given the ongoing legal proceedings, subject to our continuous disclosure obligations, we are not able to provide an ongoing commentary. That said, we are able to confirm that an initial Federal Court case management hearing occurred on 31st July. Various procedural orders were made as follows: • ACCC to provide further and better particulars and make any necessary amendments to the Concise Statement by 14th August. • ARMA and Force Legal to file and serve their Concise Statements in response by 18th September. • Further case management hearing on 16th October 2026. BALANCE SHEET & CAPITAL MANAGEMENT The balance sheet position at year-end remains strong, noting the following highlights during the financial period: • The acquisitions were funded via a $20.75m institutional placement (October 2025) with notable support from Chair Paul Dwyer. • Underlying Operating cashflow of the business increasing 25% to $8.3m. Net cash balances at the end of the period were $16.9m. • The group arranged a new bank debt facility with ANZ Bank over the period. As the group considers new M&A based growth this enables the group to have a balanced funding mix with prudent levels of gearing. • Over the course of the second half of the financial period the group enacted a share buy-back program as an interim use of excess cash holdings, purchasing $7.7m in shares. There is a further allowance of up to $13m for the stated initial buyback amount of 10% of issued shares. 10
Page 12
credit clear limited annual report 2026 11 OUTLOOK We remain confident in the future prospects of the Group, with an expectation of continued organic revenue and earnings growth, across core operations in both Australia and UK. At present, the ACCC proceedings have not materially impacted financial results, nor has it materially impacted the support of our key clients. We guide as follows: • Underlying revenue is expected in a range between $73.0m-77.0m. • Underlying EBITDA is expected in a range between $12.0- $14.0m. • In line with prior periods, we expect a moderate seasonality of both revenue and earnings, weighted toward the second half. • This assumes no material operational impact from the ACCC proceeding. Your sincerely, Andrew Smith Chief Executive Officer Credit Clear Limited credit clear limited annual report 2026 11 Joshua Reid Managing Director (Designate) Credit Clear Limited
Page 13
12 DDiirreeccttoorrss’’ RReeppoorrtt Y our directors present their report on the Consolidated Entity (referred to herein as the Group) consisting of Credit Clear Limited and its controlled entities for the financial year ended 30 June 202 6. The information in the preceding operating and financial review forms part of this directors’ report for the financial year ended 30 June 202 6 and is to be read in conjunction with the following information: GGeenneerraall IInnffoorrmmaattiioonn DDiirreeccttoorrss The following persons were directors of Credit Clear Limited for the duration of the financial year unless otherwise stated: Hugh Robertson Andrew Smith Michael Doery Paul Dwyer Jodie Bedoya Avee Waislitz appointed 16 March 2026 Joshua Reid commenced as an executive director on 20 July 2026. IInnffoorrmmaattiioonn RReellaattiinngg ttoo DDiirreeccttoorrss aanndd CCoommppaannyy SSeeccrreettaarryy Hugh Robertson Non-executive Director – appointed 22 September 2021 EExxppeerriieennccee Hugh is an Investment Adviser at Morgans Financial Limited with over 40 years of experience in the stockbroking industry. His career has included senior roles with Bell Potter, Falkiners Stockbroking, Investor First and Wilson HTM, and he has developed extensive expertise in advising on small-cap industrial companies. IInntteerreesstt iinn SShhaarreess aanndd OOppttiioonnss 9,055,616 ordinary shares in Credit Clear Limited 2,000,000 options to acquire ordinary shares, exercisable at $0.40 per option, expiring 30 November 2027 OOtthheerr ccuurrrreenntt ddiirreeccttoorrsshhiippss Nil. DDiirreeccttoorrsshhiippss hheelldd iinn pprreevviioouuss 33 yyeeaarrss Envirosuite Limited Maggie Beer Holdings Limited Andrew Smith Managing Director – appointed 9 February 2022 QQuuaalliiffiiccaattiioonnss Andrew holds a Bachelor of Business, majoring in Economics and Management from the University of Newcastle. EExxppeerriieennccee Andrew has more than 20 years of experience in the credit and collections industry and has founded three companies, most recently ARMA Group Holdings, which was acquired by Credit Clear in February 2022. Following the acquisition, he was appointed Chief Ex ecutive Officer and Managing Director of Credit Clear Limited, positions he continues to hold. Andrew is widely recognised for his extensive industry network, deep expertise in collections, and technology-driven approach, establishing him as a leading figu re in Australia's collections sector. IInntteerreesstt iinn SShhaarreess aanndd OOppttiioonnss 19,477,130 ordinary shares in Credit Clear Limited 2,000,000 options to acquire ordinary shares, exercisable at $0.40 per option, expiring 30 November 2027
Page 14
credit clear limited annual report 2026 13 Michael Doery Independent Director - Appointed 6 May 2022 QQuuaalliiffiiccaattiioonnss University of New England – Bachelor of Finance & Administration Fellow Australian Institute of Company Directors Fellow Chartered Accountants EExxppeerriieennccee Michael has over 16 years' experience as both an Executive and Non-Executive Director across the public and private sectors. He has held senior leadership positions including Partner at KPMG, as well as Chief Financial Officer, Chief Operating Officer and Chief Executive Officer roles with ASX-listed and private companies. His extensive board experience includes serving as Chairman and Chair of Remuneration and Audit & Risk Committees. IInntteerreesstt iinn SShhaarreess aanndd OOppttiioonnss 1,179,391 ordinary shares in Credit Clear Limited 2,000,000 options to acquire ordinary shares, exercisable at $0.40 per option, expiring 30 November 2027 SSppeecciiaall RReessppoonnssiibbiilliittiieess Michael is Chair of both the Risk & Audit Committee and the Nomination & Remuneration Committee Paul Dwyer Chairman – appointed 9 September 2022 EExxppeerriieennccee Appointed Director of Credit Clear Limited on 9 September 2022 and appointed Chairman on 1 March 2023. Paul Dwyer founded ASX -listed PSC Insurance Group (ASX: PSI) and served as its Chairman until its acquisition by Ardonagh Group Limited in 2024 for $2.3 billion. With extensive expertise in the insurance sector, he has a distinguished track record of drivi ng business acquisitions, fostering growth and scaling operations internationally. Paul continues to hold directorships across a range of public and private enterprises, reflecting his diverse business interests, philanthropic activities and sporting interests. IInntteerreesstt iinn SShhaarreess aanndd OOppttiioonnss 41,744,024 ordinary shares in Credit Clear Limited 2,000,000 options to acquire ordinary shares, exercisable at $0.40 per option, expiring 30 November 2027 SSppeecciiaall RReessppoonnssiibbiilliittiieess Member of both the Risk & Audit Committee and the Nomination & Remuneration Committee OOtthheerr ccuurrrreenntt ddiirreeccttoorrsshhiippss Mirrabooka Investments Limited Envest Group Pty Ltd Eldin Risk Partners Limited Jodie Bedoya Independent Director – appointed 1 September 2024 EExxppeerriieennccee Appointed Director of Credit Clear Limited on 1 September 2024. Jodie is a recognised leader in debt resolution with over 26 years' experience and is the founder and director of Melbourne -based eMatrix. Formerly Chief Executive Officer of Recoveries Corporation Limited, she specialises in enhancing organisational capability across collections, hardship and vulnerability. Jodie has partnered with major banks, energy retailers, government agencies and commercial organisations, and is a sought -after speaker at leading industry conferences and events across Australia. IInntteerreesstt iinn SShhaarreess aanndd OOppttiioonnss 169,099 ordinary shares in Credit Clear Limited 2,000,000 options to acquire ordinary shares, exercisable at $0.40 per option, expiring 30 November 2027 SSppeecciiaall RReessppoonnssiibbiilliittiieess Member of both the Risk & Audit Committee and the Nomination & Remuneration Committee
Page 15
14 Avee Waislitz Independent Director – appointed 16 March 2026 EExxppeerriieennccee Appointed Director of Credit Clear Limited on 16 March 2026. Avee joined the Credit Clear Board in March 2026, bringing over 30 years' experience in investment management, capital markets and corporate governance across listed and private companies. He has been an Investment Manager with Thorney Investment Group since 1994, where he has been responsible for managing diversified domestic and international investment portfolios, undertaking financial analysis and modelling, and engaging with company management teams, advisers and boards. In recent years, Avee has expanded his focus beyond Thorney, serving as a director of a number of public and private companies. His extensive experience in investment strategy, capital allocation and governance provides valuable commercial and strategic insight to the Board. IInntteerreesstt iinn SShhaarreess aanndd OOppttiioonnss 3,303,928 ordinary shares in Credit Clear Limited Joshua Reid Executive Director – appointed 20 July 2026 EExxppeerriieennccee Joshua has more than 30 years of executive leadership experience across banking, finance, capital markets and insurance. He held senior client -facing and corporate roles with Macquarie’s Business Bank before serving as Chief Financial Officer of PSC Insurance Group Limited from 2015. At PSC, he played a leading role in its ASX listing and the completion of more than 80 acquisitions, including complex cross -border transactions and its sale to The Ardonagh Group in 2024. He subsequently served as Chief Commer cial Officer of The Envest Group, Ardonagh’s Australian operations. IInntteerreesstt iinn SShhaarreess aanndd OOppttiioonnss 45,000 ordinary shares in Credit Clear Limited No options held. OOtthheerr ccuurrrreenntt ddiirreeccttoorrsshhiippss Nil. DDiirreeccttoorrsshhiippss hheelldd iinn pprreevviioouuss 33 yyeeaarrss Nil. Adam Gallagher Company Secretary – appointed 1 March 2022 QQuuaalliiffiiccaattiioonnss Masters in Commerce and a Bachelor of Economics Graduate Diplomas in Applied Corporate Governance and Information Systems EExxppeerriieennccee Adam is an experienced Company Secretary with over 21 years' experience in debt and equity capital markets and a broad corporate skill set. He has held executive and company secretarial roles with numerous ASX-listed technology companies, where his contributions to mergers and acquisitions, corporate communications and strategic initiatives have been publicly recognised as pivotal to corporate growth and the creation of shareholder value. Through his firm, ACG Partners, Adam provides company secretarial, corporate governance and advisory services to a range of listed and unlisted public companies. PPrriinncciippaall AAccttiivviittiieess The principal activities of the Group during the financial year were the provision of debt resolution services and the ongoing technology development and implementation of the Company’s digital engagement platform. The Group also provides legal services as part of its full end-to-end collections management for clients.
Page 16
credit clear limited annual report 2026 15 RReevviieeww ooff OOppeerraattiioonnss Revenue grew by 28% to $60.0m for FY26 (FY25: $46.9m), comprising organic growth of $4.0m (9%) and initial contributions from the ARC Europe (6 months) and DTS (5 months) acquisitions of $9.1m. Organic growth was driven by Credit Clear’s continued digital -first platform adoption across the core Australian collections business, growth in the client base and an increased share of wallet. The Company achieved Underlying EBITDA¹ of $10.5m for FY26, a 41% improvement on FY25 ($7.4m), comprising organic growth of $1.3m (17%) and initial contributions from the ARC Europe and DTS acquisitions of $1.7m. FY26 delivered continued operating leverage, with Underlying EBITDA margin increasing from 15.9% to 17.5%, reflecting disciplined cost management and the shifting channel mix towards higher -margin digital collections, which continue to grow at a rate that outpaces total revenue. AI-based tools are increasingly assisting agents in customer discussions. Underlying NPATA grew by 65% to $6.7m, leading to earnings per share growth of 45% to 1.36 cps. The Company successfully completed two acquisitions: ARC Europe, a UK -based debt collection agency established in 2001, completed 1 January 2026. Initial consideration of $10.4m (cash plus scrip) was paid and an earn-out is in place contingent on the initial 2 years EBITDA performance and is payable at the second year anniversary. DTS (illion Digital Tech Solutions), a global SaaS digital collections and voice technology provider, completed 30 January 2026 for a total consideration of $7.9m. Both acquisitions align with Credit Clear’s vision to deliver innovative, technology -driven solutions to clients and will be earnings - accretive from the first full year of ownership. The Company retained a healthy financial position, with operating cashflow increasing 25% to $8.2m excluding acquisition related outflows. The acquisitions were funded via a $20.75m institutional placement completed in October 2025, and the Group arranged a new bank debt facility with ANZ Bank to provide a balanced funding mix with prudent levels of gearing. The year closed with net cash balances of $16.9m. During the second half, the Group also enacted a share buy-back program as an interim use of excess cash holdings, purchasing $7.6m in shares, with a further allowance of up to 13m shares remaining under the stated initial buy -back amount of 10% of issued shares. This strong balance sheet delivers flexibility to execute on the Company's growth strategy. Further to the Company's disclosure of 24 June 2026, the Australian Competition and Consumer Commission (ACCC) has commenced Federal Court proceedings against ARMA Group Holdings Pty Ltd (ARMA) and Force Legal Pty Ltd (Force Legal), wholly owned subsidiaries of Credit Clear. The proceedings allege contraventions of the Australian Consumer Law in relation to debt collection communications sent to certain consumers by ARMA and Force Legal between February 2022 and September 2025, and that ARMA was knowingly concerned in, or aided and abetted, Force Legal's alleged contraventions. ARMA and Force Legal are defending the proceedings and hence the number of the alleged contraventions is yet to be determined. The potential outcomes of this proceeding cannot be reliably estimated at this time as any penalty is inherently discretionary within a broad range. This has been treated as a contingent liability in accordance with AASB 137 for which no provision was recognised as at 30 June 2026. 1. A reconciliation between underlying EBITDA and statutory EBITDA is included in se gment note 2 in the financial statements. SSiiggnniiffiiccaanntt CChhaannggeess iinn SSttaattee ooff AAffffaaiirrss During the year, the company acquired Arc Europe and the DTS group. Details are provided in the Review of Operations. There were no other significant changes in the state of affairs of the Group during the financial year. EEvveennttss OOccccuurrrriinngg aafftteerr tthhee RReeppoorrttiinngg DDaattee Joshua Reid commenced as an Executive Director on 20 July 2026 and will be appointed Managing Director of ARMA Group Holdings Pty Ltd and interim Chief Executive of Credit Clear effective 1 September 2026. Andrew Smith will step down as Chief Executive Officer with effect of Joshua Reid’s appointment and will continue as Executive Director until the Company’s Annual General Meeting in November, following which he will transition to a non-executive director. No other matters or circumstances have arisen since the end of the financial year which significantly affected or could significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years. LLiikkeellyy FFuuttuurree DDeevveellooppmmeennttss Information on likely developments in the operations of the consolidated entity and the expected results of operations are detailed in the Directors’ Report. EEnnvviirroonnmmeennttaall RReegguullaattiioonn The consolidated entity is not subject to any significant environmental regulation under Australian Commonwealth or State law. RReevviieeww ooff OOppeerraattiioonnss Revenue grew by 28% to $60.0m for FY26 (FY25: $46.9m), comprising organic growth of $4.0m (9%) and initial contributions from the ARC Europe (6 months) and DTS (5 months) acquisitions of $9.1m. Organic growth was driven by Credit Clear’s continued digital -first platform adoption across the core Australian collections business, growth in the client base and an increased share of wallet. The Company achieved Underlying EBITDA¹ of $10.5m for FY26, a 41% improvement on FY25 ($7.4m), comprising organic growth of $1.3m (17%) and initial contributions from the ARC Europe and DTS acquisitions of $1.7m. FY26 delivered continued operating leverage, with Underlying EBITDA margin increasing from 15.9% to 17.5%, reflecting disciplined cost management and the shifting channel mix towards higher -margin digital collections, which continue to grow at a rate that outpaces total revenue. AI-based tools are increasingly assisting agents in customer discussions. Underlying NPATA grew by 65% to $6.7m, leading to earnings per share growth of 45% to 1.36 cps. The Company successfully completed two acquisitions: ARC Europe, a UK -based debt collection agency established in 2001, completed 1 January 2026. Initial consideration of $10.4m (cash plus scrip) was paid and an earn-out is in place contingent on the initial 2 years EBITDA performance and is payable at the second year anniversary. DTS (illion Digital Tech Solutions), a global SaaS digital collections and voice technology provider, completed 30 January 2026 for a total consideration of $7.9m. Both acquisitions align with Credit Clear’s vision to deliver innovative, technology -driven solutions to clients and will be earnings - accretive from the first full year of ownership. The Company retained a healthy financial position, with operating cashflow increasing 25% to $8.2m excluding acquisition related outflows. The acquisitions were funded via a $20.75m institutional placement completed in October 2025, and the Group arranged a new bank debt facility with ANZ Bank to provide a balanced funding mix with prudent levels of gearing. The year closed with net cash balances of $16.9m. During the second half, the Group also enacted a share buy-back program as an interim use of excess cash holdings, purchasing $7.6m in shares, with a further allowance of up to 13m shares remaining under the stated initial buy -back amount of 10% of issued shares. This strong balance sheet delivers flexibility to execute on the Company's growth strategy. Further to the Company's disclosure of 24 June 2026, the Australian Competition and Consumer Commission (ACCC) has commenced Federal Court proceedings against ARMA Group Holdings Pty Ltd (ARMA) and Force Legal Pty Ltd (Force Legal), wholly owned subsidiaries of Credit Clear. The proceedings allege contraventions of the Australian Consumer Law in relation to debt collection communications sent to certain consumers by ARMA and Force Legal between February 2022 and September 2025, and that ARMA was knowingly concerned in, or aided and abetted, Force Legal's alleged contraventions. ARMA and Force Legal are defending the proceedings and hence the number of the alleged contraventions is yet to be determined. The potential outcomes of this proceeding cannot be reliably estimated at this time as any penalty is inherently discretionary within a broad range. This has been treated as a contingent liability in accordance with AASB 137 for which no provision was recognised as at 30 June 2026. 1. A reconciliation between underlying EBITDA and statutory EBITDA is included in se gment note 2 in the financial statements. SSiiggnniiffiiccaanntt CChhaannggeess iinn SSttaattee ooff AAffffaaiirrss During the year, the company acquired Arc Europe and the DTS group. Details are provided in the Review of Operations. There were no other significant changes in the state of affairs of the Group during the financial year. EEvveennttss OOccccuurrrriinngg aafftteerr tthhee RReeppoorrttiinngg DDaattee Joshua Reid commenced as an Executive Director on 20 July 2026 and will be appointed Managing Director of ARMA Group Holdings Pty Ltd and interim Chief Executive of Credit Clear effective 1 September 2026. Andrew Smith will step down as Chief Executive Officer with effect of Joshua Reid’s appointment and will continue as Executive Director until the Company’s Annual General Meeting in November, following which he will transition to a non-executive director. No other matters or circumstances have arisen since the end of the financial year which significantly affected or could significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years. LLiikkeellyy FFuuttuurree DDeevveellooppmmeennttss Information on likely developments in the operations of the consolidated entity and the expected results of operations are detailed in the Directors’ Report. EEnnvviirroonnmmeennttaall RReegguullaattiioonn The consolidated entity is not subject to any significant environmental regulation under Australian Commonwealth or State law.
Page 17
16 DDiivviiddeennddss PPaaiidd oorr RReeccoommmmeennddeedd Dividends paid during the financial year are as follows: No dividend declared or payable in respect of the year ended 30 June 2025 $Nil No dividend declared or payable in respect of the year ended 30 June 2026 $Nil IInnssuurraannccee ooff OOffffiicceerrss During the financial year, the Company paid a premium to insure the Directors and Officers of the Group. The terms of the insurance policy prevent additional disclosure. PPrroocceeeeddiinnggss oonn BBeehhaallff ooff tthhee CCoommppaannyy On 24 June 2026, the Australian Competition and Consumer Commission (" ACCC") commenced proceedings in the Federal Court of Australia against the Group's wholly owned subsidiaries, ARMA Group Holdings Pty Ltd and Force Legal Pty Ltd. Details are provided in the review of operations. No person has applied for leave of court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings. The Company was not a party to any other such proceedings during the year with the exception of the ACCC proceedings referenced above. NNoonn‑‑AAuuddiitt SSeerrvviicceess During the prior year, PricewaterhouseCoopers, performed certain other services in addition to the audit and the review of the financial statements. The Board has considered the non-audit services provided during the prior year by the auditor and is satisfied that the provision of those non -audit services by the auditor is compatible with the general standards of independence of auditors imposed by the Corporations Act 2001. Details of the amounts paid to the auditor of the Company, for audit and non -audit services provided during the year are set out at note 24. AAuuddiittoorr’’ss IInnddeeppeennddeennccee DDeeccllaarraattiioonn PricewaterhouseCoopers were appointed auditors of the consolidated group by Shareholders at the Annual General Meeting on 29 November 2022. 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.
Page 18
credit clear limited annual report 2026 17 OOppttiioonnss aanndd RRiigghhttss At the date of this report, the unissued ordinary shares of Credit Clear Limited under options or rights are as follows: Grant Date Issue Date of Expiry Exercise Price Number under Options and Rights 1 Oct ’20 Options – KMP 1 Oct ’32 $0.50 2,000,000 1 Oct ’20 Options – KMP 1 Oct ’33 $0.55 2,000,000 1 Oct ’20 Options – KMP 1 Oct ’34 $0.60 500,000 8 Oct ’20 Options – Directors 8 Oct ’32 $0.50 5,300,000 19 Nov ’20 Options – Directors 8 Oct ’32 $0.50 1,500,000 21 Dec ’22 Options – Directors 30 Nov ’27 $0.40 6,000,000 5 Jun ’24 Rights – Employees 30 Jun ’25 $0.00 48,544 5 Jun ’24 Rights – KMP 30 Jun ’26 $0.00 164,890 5 Jun ’24 Rights – Employees 30 Jun ’26 $0.00 2,095,989 5 Jun ’24 Options – KMP 30 Jun ’27 $0.31 2,000,000 5 Jun ’24 Options – Employees 30 Jun ’27 $0.31 13,500,000 1 Jul ’24 Rights – KMP 30 Jun ’26 $0.00 227,637 22 Dec’24 Options – KMP 30 Nov ’27 $0.40 4,000,000 1 Dec ‘25 Rights – Employees 30 Jun ’26 $0.00 3,028,013 1 Dec ‘25 Rights – KMP 30 Jun ’26 $0.00 856,167 1 Dec ‘25 Rights – Employees 30 Jun ’27 $0.00 2,464,037 1 Dec ‘25 Rights – KMP 30 Jun ’27 $0.00 684,934 11 Jun ‘26 Options – Employees 11 Jun ’30 $0.23 12,189,806 11 Jun ‘26 Options – KMP 11 Jun ’30 $0.23 1,741,401 TToottaall 6600,,330011,,441188 Option holders do not have any rights to participate in any issues of shares or other interests of the Company or any other entity. There have been no options granted over unissued shares or interests of any controlled entity within the Group during or since the end of the year. For details of options issued to directors and executives as remuneration, refer to the remuneration report. No person entitled to exercise options had or has any right by virtue of the option to participate in any share issue of any other body corporate. MMeeeettiinnggss ooff DDiirreeccttoorrss Eligible attendance by each member of the Board and its committees during the year were as follows: Directors’ Meetings Risk & Audit Committee Nomination & Remuneration Committee Number eligible to attend Number attended Number eligible to attend Number attended Number eligible to attend Number attended Paul Dwyer 13 13 1 1 1 1 Hugh Robertson 13 13 – – – – Michael Doery 13 13 1 1 1 1 Andrew Smith 13 13 - - - - Jodie Bedoya 13 13 1 1 1 1 Avee Waislitz 5 5 - - - -
Page 19
18 RReemmuunneerraattiioonn RReeppoorrtt RReemmuunneerraattiioonn PPoolliiccyy The information provided in this remuneration report has been audited as required by section 308(3C) of the Corporations Act 2001. The remuneration policy of Credit Clear Limited has been designed to align key management personnel (KMP) objectives with shareholder and business objectives by providing a fixed remuneration component and offering specific long -term incentives based on ke y performance areas affecting the Consolidated Group’s financial results. The Board of Credit Clear Limited believes the remuneration policy to be appropriate and effective in its ability to attract and retain high-quality KMP to run and manage the Consolidated Group, as well as create goal congruence between directors, executives and shareholders. TThhee BBooaarrdd’’ss ppoolliiccyy ffoorr ddeetteerrmmiinniinngg tthhee nnaattuurree aanndd aammoouunntt ooff rreemmuunneerraattiioonn ffoorr KKMMPP ooff tthhee CCoonnssoolliiddaatteedd GGrroouupp iiss aass ffoolllloowwss:: The remuneration policy is developed by the Nomination & Remuneration committee and approved by the Board. All KMP receive a base salary (which is based on factors such as length of service and experience), superannuation, fringe benefits, options, rights and performance incentives. Performance incentives are generally only paid once predetermined key performance indicators (KPIs) have been met. Incentives paid in the form of options or rights are intended to align the interests of the directors , KMP and company with those of the shareholders. In this regard, KMP are prohibited from limiting risk attached to those instruments by use of derivatives or other means. The N omination & Remuneration committee will review KMP packages annually by reference to the Consolidated Group’s performance, executive performance and comparable information from industry sectors. The performance of KMP is measured against criteria agreed annually with each executive and is based predominantly on the forecast growth of the Consolidated Group’s profits and shareholders’ value. All bonuses and incentives must be linked to predetermined performance criteria. The Board may, however, exercise its discretion in relation to approving incentives, bonuses, options and rights, and can recommend changes to the committee’s recommendations. Any change must be justified by reference to measurable performance criteria. This is designed to attract the highest calibre of executives and reward them for performance results leading to long-term growth in shareholder wealth. KMP receive, at a minimum, a superannuation guarantee contribution required by the government, which was 12.0% of the individual’s average weekly ordinary time earnings (AWOTE) during the year . Some individuals, however, have chosen to sacrifice part of their salary to increase payments towards superannuation. Upon retirement, KMP are paid employee benefit entitlements accrued to the date of retirement. Any options not exercised before or on the date of retirement will lapse although the board has discretion to allow the KMP to retain the options. All remuneration paid to KMP is valued at the cost to the Company and expensed with the exception of share-based payments which are valued at fair value on grant date. Non-executive directors are paid fees in accordance with a schedule which is approved by shareholders. Fees are paid in the form of either cash or shares, depending on the preference of the respective director. The Board’s policy is to remunerate non- executive directors at market rates for time, commitment and responsibilities. The Board determines payments to the non - executive directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required. The maximum annual aggregate non-executive directors’ fee pool limit is $650,000 and was approved by shareholders at the annual general meeting on 31 January 2022. In addition to director fees, non-executive directors also receive share options with terms that are aligned with shareholder interests. The maximum aggregate amount of fees that can be paid to non-executive directors is subject to approval by shareholders at the annual general meeting. KMP are also entitled and encouraged to participate in the employee share and option arrangements to align directors’ interests with shareholders’ interests. Options granted under the arrangement do not carry dividend or voting rights. Each option is entitled to be converted into one ordinary share once the interim or final financial report has been disclosed to the public and is measured using either t he Black-Scholes or Hoadley methodology. In addition, the Board’s remuneration policy prohibits directors and KMP from using Credit Clear Limited shares as collateral in any financial transaction, including margin loan arrangements. EEnnggaaggeemmeenntt ooff RReemmuunneerraattiioonn CCoonnssuullttaannttss Remuneration consultants were not engaged during the year.
Page 20
credit clear limited annual report 2026 19 PPeerrffoorrmmaannccee‑‑BBaasseedd RReemmuunneerraattiioonn KPIs are set annually, with a certain level of consultation with KMP. The KPIs target areas the Board believes hold greater potential for Group expansion and profit, covering financial and non -financial as well as short and long -term goals. The level set for each KPI is based on budgeted figures for the Group and respective industry standards. Performance in relation to the KPIs is assessed annually, with incentives being awarded depending on the number and deemed difficulty of the KPIs achieved. Following the assessment, the KPIs are reviewed by the Nomination & Remuneration committee in light of the desired and actual outcomes, and their efficiency is assessed in relation to the Group’s goals and shareholde r wealth, before the KPIs are set for the following year. In determining whether or not a KPI has been achieved, Credit Clear Limited bases the assessment on audited figures. EElleemmeennttss ooff RReemmuunneerraattiioonn ((ii)) FFiixxeedd aannnnuuaall rreemmuunneerraattiioonn ((FFRR)) Executives receive their fixed remuneration as cash. FR is reviewed annually, or on promotion. It is benchmarked against market data for comparable roles in companies in a similar industry. The committee aims to position executives at or near the median, with flexibility to take into account capability, experience, value to the organisation and performance of the individual. Superannuation is included in FR. Directors receive fees which have been approved by shareholders. They have the choice of receiving fees in the form of cash or shares. Fixed remuneration represented 68% of total KMP remuneration for the 2026 financial year. ((iiii)) SShhoorrtt‑‑tteerrmm iinncceennttiivveess ((SSTTII)) Th e STI metrics align with our strategic priorities of market competitiveness, operational excellence, shareholder value and fostering talented and engaged individuals. The following STI’s were granted to KMP’s during the year: a. Share rights were issued to KMP’s with performance conditions relating to meeting the underlying EBITDA budget for FY26 as well as remaining employed until 3 0 June 2026. Achievement of t he underlying EBITDA budget for FY2 6 (as d efined in the STI terms) was achieved. The service condition of 30 June 2026 was also achieved . These rights represented 100% of total STI’s. Short-term incentives represented 9% of total KMP remuneration for the 2026 financial year ((iiiiii)) LLoonngg‑‑tteerrmm iinncceennttiivveess ((LLTTII)) The LTI incentive conditions align with meeting shareholder interests as well as retain key personnel. The following LTI’s were granted to KMP’s during the year: a. Share rights were issued to KMP’s with performance conditions relating to meeting the underlying EBITDA budget for FY26 as well as remaining employed until 3 0 June 2027. Achievement of the underlying EBITDA budget for FY2 6 (as d efined in the STI terms) was achieved. The service condition remains pending until 3 0 June 2027. These righ ts represented 50% of total LTI’s b. Employer loan funded shares were granted to KMP during the year. They were issued at a n exercise price of $0.2297 and a vesting and expiry date of 11 June 2030. These shares represent 50% of total LTI’s. Long-term incentives represented 23% of total KMP remuneration for the 2026 financial year.
Page 21
20 RReellaattiioonnsshhiipp BBeettwweeeenn RReemmuunneerraattiioonn aanndd CCoommppaannyy PPeerrffoorrmmaannccee The approach to remuneration has been tailored to increase goal congruence between shareholders, directors and executives. This is done through the issue of options, rights or shares to the majority of directors and executives to encourage the alignment of personnel and shareholder interests. The company believes this policy is effective to increasing shareholder wealth over time. The following table shows the gross revenue and profits for the last four years for the listed entity, as well as the share price. The Company’s revenue has improved materially over the last four years. The Board is of the opinion that these results can be attributed, in part, to the previously described remuneration policy and is satisfied with the overall revenue improvement and growth of the business since the initial public offering. 2026 2025 2024 2023 Revenue ($000) 60,067 46,922 42,001 34,951 Underlying EBITDA 10,491 7,455 1,416 (144) Net profit/(Loss) attributable to owners of the Parent Entity ($000) 4,346 3,545 (4,497) (11,058) Share price at year-end $0.16 $0.24 $0.26 $0.22 Total KMP STI & LTI remuneration ($000) $561 $380 $331 $2,329 STI and LTI figures for 2023 include the ARMA acquisition earn-out of $1,427,558. DDeettaaiillss ooff DDiirreeccttoorrss aanndd KKeeyy MMaannaaggeemmeenntt PPeerrssoonnnneell The following table provides employment details of persons who were, during the financial year, directors or members of KMP of the Consolidated Group. The table also illustrates the proportion of remuneration that was performance and non - performance based. Proportions of Elements Of Remuneration Related to Performance (Other than Options/Rights Issued Proportions of Elements Of Remuneration not Related to Performance Position Held as at 30 June 2026 and any Change during the Year Contract Details (Duration and Termination Non-Salary Cash Based Incentives % Shares/Units % Fixed Salary/Fees % NNoonn--EExxeeccuuttiivvee DDiirreeccttoorrss Hu gh Robertson Non-executive Director - - 100 Michael Doery Non-executive Director - - 100 Paul Dwyer Chairman - - 100 Jodie Bedoya Non-executive Director - - 100 Avee Waislitz (commenced 16 Mar’26) Non-executive Director - - 100 EExxeeccuuttiivvee DDiirreeccttoorrss A ndrew Smith CEO & Managing Director Permanent Contract - - 78 GGrroouupp KKMMPP V ictor Peplow CFO Permanent Contract - - 68 The employment terms and conditions of all KMP are formalised in contracts of employment. Terms of KMP employment require that the relevant group entity provide an executive contracted person with a minimum of four weeks’ notice prior to termination of contract. Fixed remuneration figures for KMP’s are disclosed in the Table of Benefits and Payments. The ge neral treatment of STI’s and LTI’s upon termination of a KMP is for the incentives to be cancelled, however the board has discretion to allow incentives to be retained. There were no termination payments made during the 2026 financial year.
Page 22
credit clear limited annual report 2026 21 CChhaannggeess iinn DDiirreeccttoorrss aanndd EExxeeccuuttiivveess SSuubbsseeqquueenntt ttoo YYeeaarr‑‑EEnndd Joshua Reid commenced as an Executive Director on 20 July 2026 and will be appointed Managing Director of ARMA Group Holdings Pty Ltd and interim Chief Executive of Credit Clear effective 1 September 2026. Andrew Smith will step down as Chief Executive Officer with effect of Joshua Reid’s appointment and will continue as Executive Director until the Company’s Annual General Meeting in November, following which he will transition to a non-executive director. Any open rights and options with ongoing service conditions will continue unadjusted while Andrew is in service across the various roles outlined above. There have been no other changes to directors and executives subsequent to year end. RReemmuunneerraattiioonn EExxppeennssee DDeettaaiillss ffoorr tthhee YYeeaarr EEnnddeedd 3300 JJuunnee 22002266 aanndd 22002255 The following table of benefits and payments represents the components of the current year and comparative year remuneration expenses for each member of KMP of the Consolidated Group. Such amounts have been calculated in accordance with Australian Accounting Standards. TTaabbllee ooff BBeenneeffiittss aanndd PPaayymmeennttss ffoorr tthhee YYeeaarr EEnnddeedd 3300 JJuunnee 22002266 aanndd 22002255 Short‑‑term Benefits Post‑‑ employment Benefits Equity‑‑settled Share‑‑based Payments Salary, Fees and Leave $ Pension And Super- annuation $ Shares/ Units $ Options/ Rights Total $ NNoonn--EExxeeccuuttiivvee DDiirreeccttoorrss Paul Dwyer1 2026 150,000 - - - 150,000 Hugh Robertson1 2026 - - 109,397 98,601 207,998 Michael Doery1 2026 62,780 7,534 76,577 - 146,891 Jodie Bedoya1 2026 100,000 - 21,879 98,601 220,481 Avee Waislitz1 2026 14,521 - 14,521 - 29,041 EExxeeccuuttiivvee DDiirreeccttoorrss Andrew Smith 2026 496,623 30,000 - 208,128 734,751 GGrroouupp KKMMPP’’ss Victor Peplow 2026 279,999 30,000 - 155,584 465,582 TToottaall 1,103,923 67,534 222,374 560,914 1,954,744 NNoonn--EExxeeccuuttiivvee DDiirreeccttoorrss Paul Dwyer1 2025 144,167 - - - 144,167 Hugh Robertson1 2025 - - 111,487 51,867 163,354 Michael Doery1 2025 60,613 6,971 81,602 - 149,186 Jodie Bedoya 2025 88,333 - 11,667 51,867 151,867 EExxeeccuuttiivvee DDiirreeccttoorrss Andrew Smith 2025 456,015 29,932 - 137,817 623,764 GGrroouupp KKMMPP’’ss Victor Peplow 2025 269,873 29,932 - 138,851 438,656 TToottaall 1,019,001 66,835 204,756 380,402 1,670,994 1. Non-Executive directors are entitled to receive their fees in the form of cash or shares. Hugh Robertson receives 100% in shares, Michael Doery and Avee Waislitz 50% shares and 50% cash, Paul Dwyer 100% cash , and Jodie Bedoya 83% cash and 17% shares.
Page 23
22 CCaasshh BBoonnuusseess,, PPeerrffoorrmmaannccee‑‑rreellaatteedd BBoonnuusseess aanndd SShhaarree‑‑bbaasseedd PPaayymmeennttss There were no cash bonuses paid during the year. The terms and conditions relating to options, rights and other bonuses granted as remuneration during the year to Directors and KMP’s are as follows: Remuneration Type Grant Date Value $ Basis of vesting condition Percentage Vested during Year % Percentage Remaining as Unvested Vesting Date GGrroouupp KKMMPP Andrew Smith Rights 1 Dec’25 117,705 Underlying EBITDA 100 0 30 Jun’26 Andrew Smith Rights 1 Dec’25 94,164 Underlying EBITDA 0 100 30 Jun’27 Victor Peplow Rights 1 Dec’25 67,741 Underlying EBITDA 100 0 30 Jun’26 Victor Peplow Rights 1 Dec’25 54,193 Underlying EBITDA 0 100 30 Jun’27 Victor Peplow Options 11 Jun’26 150,979 Service tenure 0 100 30 Nov’26 Jodie Bedoya Options 20 Dec’24 191,800 Service tenure 0 100 11 Jun’30 All options and rights were issued by Credit Clear Limited and are based on either performance or employment retention vesting conditions. They entitle the holder to one ordinary share in Credit Clear Limited for each option exercised or vested right. Grant Details Exercised / Vested Lapsed Balance at Beginning of Year Issue Date No. Value $ No. Value $ No. Balance at End of Year No. (Note 1) (Note 1) (Note 2) NNoonn‑‑EExxeeccuuttiivvee ddiirreeccttoorrss Paul Dwyer 2,000,000 - - - - - - 2,000,000 Michael Doery 2,000,000 - - - - - - 2,000,000 Hugh Robertson 2,000,000 - - - - - - 2,000,000 Jodie Bedoya 2,000,000 - - - - - - 2,000,000 EExxeeccuuttiivvee DDiirreeccttoorrss Andrew Smith 2,492,823 1 Dec’25 978,158 211,869 1,036,244 250,380 - 2,434,737 GGrroouupp KKMMPP Victor Peplow 2,351,383 Various 2,304,343 272,913 664,128 140,883 - 3,991,598 12,844,206 3,282,501 484,782 1,700,372 391,263 - 14,426,335
Page 24
credit clear limited annual report 2026 23 Vested Unvested Balance at End of Year Exercisable Unexercisable Total at End of Year No. No. No. No. NNoonn‑‑EExxeeccuuttiivvee DDiirreeccttoorrss Paul Dwyer3 2,000,000 - 2,000,000 2,000,000 Michael Doery3 2,000,000 - 2,000,000 2,000,000 Hugh Robertson 2,000,000 - 2,000,000 2,000,000 Jodie Bedoya 2,000,000 - 2,000,000 2,000,000 Executive Directors Andrew Smith3 2,434,737 - 2,434,737 2,434,737 Group KMP Victor Peplow4 3,991,598 2,000,000 1,991,598 3,991,598 14,426,335 2,000,000 12,426,335 14,426,335 Note 1 There were 1,700,372 rights which vested. No options were exercised during 2026. Note 2 There were no rights or options which lapsed in 2026. Note 3 There were 6,000,000 options with a previous exercise price of $0.60, vesting date of 21 December 2022 and expiry date of 30 November 2025 which were replaced with modified terms of $0.40 exercise price, vesting date of 30 November 2026 and expiry date of 30 November 2027. There have not been any other alterations to the terms or conditions of any options since the grant date. Note 4 Employer funded shares amounting to 1,741,401 were issued during the year. They have a vesting and service tenure date of 11 June 2030. Details of the options and rights granted as remuneration to those KMP listed in the previous table are as follows: Grant Date Issuer Entitlement on Exercise Dates Exercisable or vesting Exercise Price $ Value per Option/Right at Grant Date $ Amount Paid/ Payable by Recipient $ 1 December 2025 Credit Clear Limited 856,167 30 June 2026 $0.00 $0.2166 – 1 December 2025 Credit Clear Limited 684,933 30 June 2027 $0.00 $0.2166 – 11 June 2026 Credit Clear Limited 1,741,401 11 June 2030 $0.2297 $0.0867 – Options value at grant date was independently calculated using the Black-Scholes methodology. Details relating to service and performance criteria required for vesting have been provided in the Cash Bonuses, Performance‑related Bonuses and Share‑based Payments table on page 22.
Page 25
24 DDiirreeccttoorr aanndd KKMMPP SShhaarreehhoollddiinnggss The number of ordinary shares in Credit Clear Limited held by each Director and KMP of the Group during the financial year is as follows: Balance at Beginning of year Granted as Remuneration During the Year Issued on Vesting of Rights during the Year Other changes during year Balance at End of Year NNoonn‑‑EExxeeccuuttiivvee DDiirreeccttoorrss Hu gh Robertson 8,613,025 442,591 – - 9,055,616 Paul Dwyer 9,744,024 - – 32,000,000 41,744,024 Michael Doery 869,578 309,813 – - 1,179,391 Jodie Bedoya 75,000 94,099 - - 169,099 Avee Waislitz - - - 3,303,928 3,303,928 EExxeeccuuttiivvee DDiirreeccttoorrss A ndrew Smith 18,908,428 – 568,702 - 19,477,130 KMP Victor Peplow 1,164,397 – 406,343 1,741,401 3,312,141 39,374,452 846,503 975,045 37,045,329 78,241,329 OOtthheerr EEqquuiittyy‑‑RReellaatteedd KKMMPP TTrraannssaaccttiioonnss Paul Dwyer participated in an equity raise during the year. He acquired 32,000,000 shares at a price of $0.25. There have been no other transactions involving equity instruments apart from those described in the tables above relating to options, rights and shareholdings. OOtthheerr TTrraannssaaccttiioonnss wwiitthh KKMMPP aanndd//oorr tthheeiirr RReellaatteedd PPaarrttiieess There were no transactions conducted between the Group and KMP or their related parties, apart from those disclosed above relating to equity, compensation and loans, other than in accordance with normal employee, customer or supplier relationships on terms no more favourable than those reasonably expected under arm’s length dealings with unrelated persons. Refer Note 31 for further details. Th is directors’ report, incorporating the remuneration report, is signed in accordance with a resolution of the Board of Directors: MMiicchhaaeell DDooeerryy Non-Executive Director JJoosshhuuaa RReeiidd Executive Director Dated this 27th day of August 2026 Dated this 2 7th day of August 2026
Page 26
credit clear limited annual report 2026 25 AAuuddiittoorr’’ss IInnddeeppeennddeennccee DDeeccllaarraattiioonn PricewaterhouseCoopers, ABN 52 780 433 757 2 Riverside Quay, SOUTHBANK VIC 3006, GPO Box 1331 MELBOURNE VIC 3001 T: +61 3 8603 1000, F: +61 3 8603 1999, www.pwc.com.au pwc.com.au Liability limited by a scheme approved under Professional Standards Legislation. Auditor’s Independence Declaration As lead auditor of Credit Clear Limited's financial report for the year ended 30 June 2026, I declare that, to the best of my knowledge and belief, there have been: a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit of the financial report; and b) no contraventions of any applicable code of professional conduct in relation to the audit of the financial report. David Patterson Melbourne Partner 27 August 2026 PricewaterhouseCoopers
Page 27
26 Financial Statements 27 Consolidated Statement of Profit or Loss and Other Comprehensive Income 27 Consolidated Statement of Financial Position 28 Consolidated Statement of Changes in Equity 29 Consolidated Statement of Cash Flows 30 Notes to the Consolidated Financial Statements 31 Note 1: Summary of Material Accounting Policies 31 Note 2: Operating Segments 41 Note 3: Revenue and Other Income 44 Note 4: Expenses 45 Note 5: Tax Expense 46 Note 6: Cash and Cash Equivalents 47 Note 7: Trust Funds 47 Note 8: Trade and Other Receivables 47 Note 9: Financial Assets 48 Note 10: Other Assets 49 Note 11: Property, Plant and Equipment 49 Note 12: Intangible Assets 50 Note 13: Right of Use Assets and Lease Liabilities 51 Note 14: Trade and Other Payables 52 Note 15: Trust funds and Other Current Liabilities 53 Note 16: Borrowings 53 Note 17: Tax 54 Note 18: Provisions 55 Note 19: Issued Capital 55 Note 20: Reserves 58 Note 21: Accumulated Losses 61 Note 22: Parent Information 61 Note 23: Key Management Personnel Compensation 62 Note 24: Auditor’s Remuneration 64 Note 25: Dividends 64 Note 26: Earnings Per Share 64 Note 27: Interests in Subsidiaries 65 Note 28: Contingent Liabilities 68 Note 29: Cash Flow Information 68 Note 30: Events after the Reporting Period 69 Note 31: Related Party Transactions 69 Note 32: Financial Risk Management 70 Note 33: Company Details 72 Consolidated Entity Disclosure Statement 73 Directors’ Declaration 74 Independent Auditor’s Report 75 Additional Information 82 Corporate Directory 84 Contents 26
Page 28
credit clear limited annual report 2026 27 CCoonnssoolliiddaatteedd SSttaatteemmeenntt ooff PPrrooffiitt oorr LLoossss aanndd OOtthheerr CCoommpprreehheennssiivvee IInnccoommee FOR THE YEAR ENDED 30 JUNE 2026 Consolidated Group Note 2026 $000 2025 $000 Revenue from contracts with customers 3a 60,067 46,922 Other income 3b 51 29 Employee benefits expense (32,326) (25,267) Legal professional fees (815) (554) Consultancy Fees (807) (1,110) Professional service fees (3,917) (3,039) Service delivery fees (8,131) (7,301) Share-based expenses 20 (1,695) (1,295) Legal collection disbursements (626) (1,041) Other expenses (5,397) (3,239) Acquisitions – contingent consideration adjustment 27b 2,791 - EEBBIITTDDAA 2 9,195 4,105 Depreciation and amortisation 4a (6,259) (6,237) EEBBIITT 2,936 (2,132) Interest income 3c 670 516 Interest expense 4b (479) (383) PPrrooffiitt//((LLoossss)) bbeeffoorree iinnccoommee ttaaxx 3,127 (1,999) Income tax benefit 5, 17 1,219 5,544 NNeett PPrrooffiitt ffoorr tthhee yyeeaarr 4,346 3,545 Exchange Differences on translation of foreign operations (804) - TToottaall ccoommpprreehheennssiivvee iinnccoommee ffoorr tthhee yyeeaarr 3,542 3,545 EEaarrnniinnggss ppeerr sshhaarree From continuing and discontinued operations: Basic earnings per share (cents) 26 $0.009 $0.008 Diluted earnings per share (cents) 26 $0.008 $0.008 The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.
Page 29
28 CCoonnssoolliiddaatteedd SSttaatteemmeenntt ooff FFiinnaanncciiaall PPoossiittiioonn AS AT 30 JUNE 2026 Consolidated Group Note 2026 $000 2025 $000 AASSSSEETTSS CURRENT ASSETS Cash and cash equivalents 6 22,391 15,677 Trust funds 7 9,169 7,557 Trade and other receivables 8 11,307 6,906 Other assets 10 2,603 1,057 TOTAL CURRENT ASSETS 45,470 31,197 NON-CURRENT ASSETS Property, plant and equipment 11 607 443 Financial assets 9 1,003 891 Intangible assets 12 61,823 43,732 Deferred Tax asset 5, 17 7,377 5,572 Right of use assets 13 4,221 3,527 TOTAL NON-CURRENT ASSETS 75,031 54,165 TOTAL ASSETS 120,501 85,362 LLIIAABBIILLIITTIIEESS CURRENT LIABILITIES Trade and other payables 14 7,545 6,785 Lease liabilities 13b 1,855 1,207 Trust fund liabilities 15 9,169 7,557 Other liabilities 15 334 1 Current tax liabilities 778 - Provisions 18 3,600 2,323 Borrowings 16 5,500 - TOTAL CURRENT LIABILITIES 28,781 17,873 NON-CURRENT LIABILITIES Lease liabilities 13b, 31 2,822 2,724 Provisions 18 652 484 Contingent Consideration 27b 3,687 - TOTAL NON-CURRENT LIABILITIES 7,161 3,208 TOTAL LIABILITIES 35,942 21,081 NET ASSETS 84,559 64,281 EEQQUUIITTYY Issued capital 19 119,191 102,703 Reserves 20 4,684 5,240 Accumulated Losses 21 (39,316) (43,662) TOTAL EQUITY 84,559 64,281 The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
Page 30
credit clear limited annual report 2026 29 CCoonnssoolliiddaatteedd SSttaatteemmeenntt ooff CChhaannggeess iinn EEqquuiittyy FOR THE YEAR ENDED 30 JUNE 2026 Ordinary Share Capital Retained Earnings Reserves Total $000 $000 $000 $000 BBaallaannccee aatt 11 JJuullyy 22002244 110011,,332233 ((4477,,220077)) 55,,115588 5599,,227744 Other comprehensive income - - - - Profit for the year - 3,545 3,545 TToottaall ccoommpprreehheennssiivvee iinnccoommee ffoorr tthhee yyeeaarr - 3,545 - 3,545 TTrraannssaaccttiioonnss wwiitthh oowwnneerrss,, iinn tthheeiirr ccaappaacciittyy aass oowwnneerrss,, aanndd ootthheerr ttrraannssffeerrss Transaction costs - - - - Share-based payments - 1,239 1,239 Shares issued – share based payments 1,380 -- (1,157) 223 Issue of ordinary shares as consideration for a business combination, net of transaction costs and tax - - - - TToottaall ttrraannssaaccttiioonnss wwiitthh oowwnneerrss aanndd ootthheerr ttrraannssffeerrss 1,380 - 82 1,462 BBaallaannccee aatt 3300 JJuunnee 22002255 110022,,770033 ((4433,,666622)) 55,,224400 6644,,228811 BBaallaannccee aatt 11 JJuullyy 22002255 110022,,770033 ((4433,,666622)) 55,,224400 6644,,228811 Profit for the year 4,346 4,346 Foreign currency translation reserve - - (804) (804) TToottaall ccoommpprreehheennssiivvee iinnccoommee ffoorr tthhee yyeeaarr - 4,346 (804) 3,542 TTrraannssaaccttiioonnss wwiitthh oowwnneerrss,, iinn tthheeiirr ccaappaacciittyy aass oowwnneerrss,, aanndd ootthheerr ttrraannssffeerrss Transaction costs (net of tax) (711) -- - (711) Share-based payments - -- 1,365 1,365 Shares issued - share based payments 1,434 -- (1,117) 317 Shares issued - capital raise 20,750 -- - 20,750 Share buyback (7,199) - (7,199) Issue of ordinary shares as consideration for a business combination, net of transaction costs and tax 2,214 -- -- 2,214 TToottaall ttrraannssaaccttiioonnss wwiitthh oowwnneerrss aanndd ootthheerr ttrraannssffeerrss 16,488 - 248 16,736 BBaallaannccee aatt 3300 JJuunnee 22002266 111199,,119911 ((3399,,331166)) 44,,668844 8844,,555599 The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
Page 31
30 CCoonnssoolliiddaatteedd SSttaatteemmeenntt ooff CCaasshh FFlloowwss FOR THE YEAR ENDED 30 JUNE 2026 Consolidated Group Note 2026 $000 2025 $000 CCAASSHH FFLLOOWWSS FFRROOMM OOPPEERRAATTIINNGG AACCTTIIVVIITTIIEESS Receipts from customers 62,413 50,913 Payments to suppliers and employees (54,347) (44,480) Acquisition expenses (1,690) (817) Interest received 670 516 Interest paid (479) (345) Net cash from / (used in) operating activities 29a 6,567 5,787 CCAASSHH FFLLOOWWSS FFRROOMM IINNVVEESSTTIINNGG AACCTTIIVVIITTIIEESS Purchase of property, plant and equipment 11a (284) (363) Payment for acquisition of subsidiaries, net of cash acquired 27 (13,807) – Capitalised development costs 12 (1,971) (1,601) Receipts – other - 83 Net cash (used in) / from investing activities (16,062) (1,881) CCAASSHH FFLLOOWWSS FFRROOMM FFIINNAANNCCIINNGG AACCTTIIVVIITTIIEESS Proceeds from issue of shares, net of transaction costs 19,939 – Repayment of lease liabilities 13b (1,491) (1,260) Proceeds from funding arrangements 6,000 - Repayment of funding arrangements (645) (114) Share repurchases (7,594) - Net cash (used in) / from financing activities 16,209 (1,374) Net increase/(decrease) in cash and cash equivalents 6,714 2,532 Cash and cash equivalents at the beginning of financial year 15,677 13,145 Cash and cash equivalents at the end of financial year 6 22,391 15,677 The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
Page 32
credit clear limited annual report 2026 31 NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss FOR THE YEAR ENDED 30 JUNE 2026 The consolidated financial statements and notes represent those of Credit Clear Limited and Controlled Entities (the Group). The financial statements were authorised for issue on 27 August 2026 by the directors of Credit Clear Limited. NNoottee 11:: SSuummmmaarryy ooff MMaatteerriiaall AAccccoouunnttiinngg PPoolliicciieess BBaassiiss ooff PPrreeppaarraattiioonn These general purpose consolidated financial statements have been prepared in accordance with the Corporations Act 2001, Australian Accounting Standards and Interpretations of the Australian Accounting Standards Board and in compliance with International Financial Reporting Standards as issued by the International Accounting Standards Board. The Group is a for - profit entity for financial reporting purposes under Australian Accounting Standards. Material accounting policies adopted in the preparation of these financial statements are presented below and have been consistently applied unless stated otherwise. Except for cash flow information, the financial statements have been prepared on an accrual basis and are based on historical costs, modified, where applicable, by the measurement at fair value of selected non -current assets, financial assets, financial liabilities and share based payments. ((aa)) PPrriinncciipplleess ooff CCoonnssoolliiddaattiioonn The consolidated financial statements incorporate all of the assets, liabilities and results of the Parent (Credit Clear Limi ted) and all of the subsidiaries (including any structured entities). Subsidiaries are entities the Parent controls. The Parent controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. A list of the subsidiaries is provided in Note 27. The assets, liabilities and results of all subsidiaries are fully consolidated into the financial statements of the Group fro m the date on which control is obtained by the Group. The consolidation of a subsidiary is discontinued from the date that control ceases. Intercompany transactions, balances and unrealised gains or losses on transactions between Group entities are fully eliminated on consolidation. Accounting policies of subsidiaries have been changed and adjustments made where necessary to ensure uniformity of the accounting policies adopted by the Group. BBuussiinneessss ccoommbbiinnaattiioonnss Business combinations occur where an acquirer obtains control over one or more businesses. A business combination is accounted for by applying the acquisition method, unless it is a combination involving entities or businesses under common control. The business combination will be accounted for from the date that control is obtained, whereby the fair value of the identifiable assets acquired and liabilities (including contingent liabilities) assumed is recognised (subject to certain limited exemptions). When measuring the consideration transferred in the business combination, any asset or liability resulting from a contingent consideration arrangement is also included. Subsequent to initial recognition, contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity. Contingent consideration classified as an asset or liability is remeasured in each reporting period to fair value, recognising any change to fair value in profit or loss, unless the change in value can be identified as existing at acquisition date. All transaction costs incurred in relation to business combinations, other than those associated with the issue of a financial instrument, are recognised as expenses in profit or loss when incurred. The acquisition of a business may result in the recognition of goodwill or a gain from a bargain purchase. GGooooddwwiillll Goodwill is carried at cost less any accumulated impairment losses. Goodwill is calculated as the excess of the sum of: (i) the consideration transferred at fair value; and (ii) the acquisition date fair value of any previously held equity interest; over the acquisition date fair value of any identifiable assets acquired and liabilities assumed.
Page 33
32 The acquisition date fair value of the consideration transferred for a business combination plus the acquisition date fair va lue of any previously held equity interest shall form the cost of the investment in the separate financial statements. Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group’s interests are adjusted to reflect the changes i n their relative interests in the subsidiaries. Goodwill is tested for impairment annually and is allocated to the Group’s cash-generating units or groups of cash-generating units, representing the lowest level at which goodwill is monitored and not larger than an operating segment. Gains and losses on the disposal of an entity include the carrying amount of goodwill related to the entity disposed of. Changes in the ownership interests in a subsidiary that do not result in a loss of control are accounted for as equity transactions and do not affect the carrying amounts of goodwill. ((bb)) IInnccoommee TTaaxx The income tax expense (income) for the year comprises current income tax expense (income) and deferred tax expense (income). Current income tax expense charged to profit or loss is the tax payable on taxable income for the current period. Current tax liabilities (assets) are measured at the amounts expected to be paid to (recovered from) the relevant taxation authority usin g tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year. Deferred tax assets for unused tax losses have not been recognised. Current and deferred income tax expense (income) is charged or credited outside profit or loss when the tax relates to items that are recognised outside profit or loss or arising from a business combination. A deferred tax liability shall be recognised for all taxable temporary differences, except to the extent that the deferred ta x liability arises from: (a) the initial recognition of goodwill; or (b) the initial recognition of an asset or liability in a transaction which: (i) is not a business combination; and (ii) at the time of the transaction, affects neither accounting profit nor taxa ble profit (tax loss). Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled and their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability. Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised, unless the deferred tax asset relating to temporary differences arises from the initial recognition of an asset or liability in a transaction that: • is not a business combination; and • at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss). Where temporary differences exist in relation to investments in subsidiaries, branches, associates, and joint ventures, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be controlled and it is not probable that the reversal will occur in the foreseeable future. Current tax assets and liabilities are offset where a legally enforceable right of set -off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where: (i) a legally enforceable right of set-off exists; and (ii) the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled. To the extent that uncertainty exists as it relates to the acceptability by a taxing authority of the company’s tax treatment s, the company estimates the probability of acceptance by the taxing authority and, where acceptance is not probable, recognises the expected value of the uncertainty in either income tax expense or other comprehensive income, as appropriate. TTaaxx ccoonnssoolliiddaattiioonn The company and its wholly -owned Australian resident entities form a tax -consolidated Group and are therefore taxed as a single entity from that date. The head entity within the tax -consolidated Group is Credit Clear Limited. The members of the tax-consolidated Group are identified in Note 27 and represent all entities which have a principal place of business in Australia. Tax expense/income, deferred tax liabilities and deferred tax assets arising from temporary differences of the members of the tax-consolidated Group are recognised in the se parate financial statements of the members of the tax -consolidated Group using the “separate taxpayer within group” approach by reference to the carrying amounts in the separate financial statements of each entity and the tax values applying under tax cons olidation. Current tax liabilities and assets and deferred tax assets arising from unused tax losses and relevant tax credits of the members of the tax -consolidated Group are recognised by the Company (as head entity in the tax-consolidated Group). Due to the tax funding arrangement between the entities in the tax- consolidated Group, amounts are recognised as payable to or receivable by the Company and each member of the Group in relation to the tax contribution amounts paid or payable between the Parent En tity and the other members of the tax - consolidated Group in accordance with the arrangement.
Page 34
credit clear limited annual report 2026 33 ((cc)) FFaaiirr VVaalluuee ooff AAsssseettss aanndd LLiiaabbiilliittiieess Fair value is the price the Group would receive to sell an asset or would have to pay to transfer a liability in an orderly (i.e. unforced) transaction between independent, knowledgeable and willing market participants at the measurement date. As fair value is a market-based measure, the closest equivalent observable market pricing information is used to determine fair value. Adjustments to market values may be made having regard to the characteristics of the specific asset or liability. The fair values of assets and liabilities that are not traded in an active market are determined using one or more valuation techniques. These valuation techniques maximise, to the extent possible, the use of observable market data. To the extent possible, market information is extracted from either the principal market for the asset or liability (i.e. the market with the greatest volume and level of activity for the asset or liability) or, in the absence of such a market, the most advantageous market available to the entity at the end of the reporting period (i.e. the market that maximises the receipts from the sale of the asset or minimises the payments made to transfer the liability, after taking into account transaction costs and transport costs). For non-financial assets, the fair value measurement also takes into account a market participant’s ability to use the asset in its highest and best use or to sell it to another market participant that would use the asset in its highest and best use. The fair value of liabilities and the entity’s own equity instruments (excluding those related to share -based payment arrangements) may be valued, where there is no observable market price in relation to the transfer of such financial instruments, by reference to observable market information where such instruments are held as assets. Where this information is not available, other valuation techniques are adopted and, where significant, are detailed in the respective note to the financial statements. ((dd)) PPllaanntt aanndd EEqquuiippmmeenntt Plant and equipment are measured on the cost basis and therefore carried at cost less accumulated depreciation and any accumulated impairment. In the event the carrying amount of plant and equipment is greater than the estimated recoverable amount, the carrying amount is written down immediately to the estimated recoverable amount and impairment losses are recognised. A formal assessment of recoverable amount is made when impairment indicators are present (refer to Note 1(g) for details of impairment). The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the asset’s employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts. DDeepprreecciiaattiioonn The depreciable amount of all fixed assets including buildings and capitalised leased assets, but excluding freehold land, is depreciated on a straight-line basis over the asset’s useful life to the Consolidated Group commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired term of the lease or the estimated useful lives of the improvements. The depreciation rates used for each class of depreciable assets are: Class of Fixed Asset Depreciation Rate Plant & equipment 10% – 50% Office equipment 20% – 50% The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are recognised in profit or loss in the period in which they arise. Gains shall not be classified as revenue. When revalued assets are sold, amounts included in the revaluation surplus relating to that asset are transferred to retained earnings.
Page 35
34 ((ee)) LLeeaasseess ((tthhee GGrroouupp aass lleesssseeee)) TThhee GGrroouupp aass lleesssseeee At inception of a contract, the Group assesses if the contract contains or is a lease. If there is a lease present, a right -of-use asset and a corresponding lease liability is recognised by the Group where the Group is a lessee. However all contracts that are classified as short-term leases (lease with remaining lease term of 12 months or less) and leases of low value assets are recognised as an operating expense on a straight-line basis over the term of the lease. Initially the lease liability is measured at the present value of the lease payments still to be paid at commencement date. The lease payments are discounted at the interest rate implicit in the lease. If this rate cannot be readily determined, the Grou p uses the incremental borrowing rate. Lease payments included in the measurement of the lease liability are as follows: • fixed lease payments less any lease incentives; • variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date; • the amount expected to be payable by the lessee under residual value guarantees; • the exercise price of purchase options, if the lessee is reasonably certain to exercise the options; • lease payments under extension options if lessee is reasonably certain to exercise the options; and • payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease. The right-of-use assets comprise the initial measurement of the corresponding lease liability as mentioned above, any lease payments made at or before the commencement date as well as any initial direct costs. The subsequent measurement of the right-of-use assets is at cost less accumulated depreciation and impairment losses. Right-of-use assets are depreciated over the lease term or useful life of the underlying asset whichever is the shortest. Where a lease transfers ownership of the underlying asset or the cost of the right -of-use asset reflects that the Group anticipates to exercise a purchase option, the specific asset is depreciated over the useful life of the underlying asset. ((ff)) FFiinnaanncciiaall IInnssttrruummeennttss IInniittiiaall rreeccooggnniittiioonn aanndd mmeeaassuurreemmeenntt Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions to the instrument. For financial assets, this is the date that the Group commits itself to either the purchase or sale of the asset (i.e. trade date accounting is adopted). Financial instruments (except for trade receivables) are initially measured at fair value plus transaction costs, except where the instrument is classified “at fair value through profit or loss”, in which case transaction costs are expensed to profit or lo ss immediately. Where available, quoted prices in an active market are used to determine fair value. In other circumstances, valuation techniques are adopted. Trade receivables are initially measured at the transaction price if the trade receivables do not contain a significant finan cing component or if the practical expedient was applied as specified in AASB 15.63. CCllaassssiiffiiccaattiioonn aanndd ssuubbsseeqquueenntt mmeeaassuurreemmeenntt Financial liabilities Financial instruments are subsequently measured at: • amortised cost; or • fair value through profit or loss. A financial liability is measured at fair value through profit and loss if the financial liability is: • a contingent consideration of an acquirer in a business combination to which AASB 3: Business Combinations applies; • held for trading; or • initially designated as at fair value through profit or loss. All other financial liabilities are subsequently measured at amortised cost using the effective interest method.
Page 36
credit clear limited annual report 2026 35 Financial assets Financial assets are subsequently measured at: • amortised cost. Measurement is on the basis of two primary criteria: • the contractual cash flow characteristics of the financial asset; and • the business model for managing the financial assets. A financial asset that meets the following conditions is subsequently measured at amortised cost: • the financial asset is managed solely to collect contractual cash flows; and • the contractual terms within the financial asset give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding on specified dates. DDeerreeccooggnniittiioonn Derecognition refers to the removal of a previously recognised financial asset or financial liability from the statement of financial position. DDeerreeccooggnniittiioonn ooff ffiinnaanncciiaall lliiaabbiilliittiieess A liability is derecognised when it is extinguished (i.e. when the obligation in the contract is discharged, cancelled or exp ires). An exchange of an existing financial liability for a new one with substantially modified terms, or a substantial modificatio n to the terms of a financial liability is treated as an extinguishment of the existing liability and recognition of a new financial liability. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss. DDeerreeccooggnniittiioonn ooff ffiinnaanncciiaall aasssseettss A financial asset is derecognised when the holder’s contractual rights to its cash flows expires, or the asset is transferred in such a way that all the risks and rewards of ownership are substantially transferred. All of the following criteria need to be satisfied for derecognition of financial asset: • the right to receive cash flows from the asset has expired or been transferred; • all risk and rewards of ownership of the asset have been substantially transferred; and • the Group no longer controls the asset (i.e. the Group has no practical ability to make a unilateral decision to sell the asset to a third party). On derecognition of a financial asset measured at amortised cost, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognised in profit or loss. On derecognition of a debt instrument classified as at fair value through other comprehensive income, the cumulative gain or loss previously accumulated in the investment revaluation reserve is reclassified to profit or loss. On derecognition of an investment in equity which was elected to be classified under fair value through other comprehensive income, the cumulative gain or loss previously accumulated in the investment revaluation reserve is not reclassified to profi t or loss, but is transferred to retained earnings. IImmppaaiirrmmeenntt The Group recognises a loss allowance for expected credit losses on: • financial assets that are measured at amortised cost or fair value through other comprehensive income; • lease receivables; • contract assets (e.g. amounts due from customers under construction contracts); and • loan commitments that are not measured at fair value through profit or loss. Loss allowance is not recognised for: • financial assets measured at fair value through profit or loss; or • equity instruments measured at fair value through other comprehensive income. Expected credit losses are the probability -weighted estimate of credit losses over the expected life of a financial instrument. A credit loss is the difference between all contractual cash flows that are due and all cash flows expected to be received, a ll discounted at the original effective interest rate of the financial instrument. The Group uses the simplified approach to impairment, as applicable under AASB 9: Financial Instruments:
Page 37
36 SSiimmpplliiffiieedd aapppprrooaacchh The simplified approach does not require tracking of changes in credit risk at every reporting period, but instead requires t he recognition of lifetime expected credit loss at all times. This approach is applicable to: • trade receivables or contract assets that result from transactions within the scope of AASB 15: Revenue from Contracts with Customers and which do not contain a significant financing component; and • lease receivables. In measuring the expected credit loss, a provision matrix for trade receivables was used taking into consideration various data to get to an expected credit loss (i.e. diversity of customer base, appropriate groupings of historical loss experience, etc). Recognition of expected credit losses in financial statements At each reporting date, the Group recognises the movement in the loss allowance as an impairment gain or loss in the statement of profit or loss and other comprehensive income. The carrying amount of financial assets measured at amortised cost includes the loss allowance relating to that asset. Assets measured at fair value through other comprehensive income are recognised at fair value, with changes in fair value recognised in other comprehensive income. Amounts in relation to change in credit risk are transferred from other comprehensive income to profit or loss at every reporting period. For financial assets that are unrecognised (e.g. loan commitments yet to be drawn, financial guarantees), a provision for los s allowance is created in the statement of financial position to recognise the loss allowance. ((gg)) IImmppaaiirrmmeenntt ooff AAsssseettss At the end of each reporting period, the Group assesses whether there is any indication that an asset may be impaired. The assessment will include the consideration of external and internal sources of information including dividends received from subsidiaries, associates or joint ventures deemed to be out of pre-acquisition profits. If such an indication exists, an impairment test is carried out on the asset by comparing the recoverable amount of the asset, being the higher of the asset’s fair value less costs of disposal and value in use, to the asset’s carrying amount. Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Impairment testing is performed annually for goodwill, intangible assets with indefinite lives and intangible assets not yet available for use. When an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash -generating unit) in prior years. ((hh)) IInnttaannggiibbllee AAsssseettss ootthheerr tthhaann GGooooddwwiillll BBrraanndd NNaammeess Brand names are recognised at cost of acquisition. They have a finite life and are carried at cost less any accumulated amortisation and any impairment losses. Brand names are amortised over their useful lives, being a 5 year period. CCuussttoommeerr ccoonnttrraaccttss Customer contracts obtained as part of the ARMA Group and Credit Solutions acquisitions were recognised at fair value at acquisition date at the time of their purchase. Their carrying value has been amortising since being acquired and will be ful ly amortised over a 5 year period. CCaappiittaalliisseedd DDeevveellooppmmeenntt EExxppeennddiittuurree Research costs are expensed in the period in which they are incurred. Development costs are capitalised when it is probable that the project will be a success considering its commercial and technical feasibility; the group is able to use or sell the asset; the group has sufficient resources; and intent to complete the development and its costs can be measured reliably. Capitalised development costs are amortised on a straight -line basis over the period of their expected benefit, being their finite life of 3 years. ((ii)) FFoorreeiiggnn CCuurrrreennccyy TTrraannssaaccttiioonnss aanndd BBaallaanncceess FFuunnccttiioonnaall aanndd pprreesseennttaattiioonn ccuurrrreennccyy The functional currency of each of the Group’s entities is the currency of the primary economic environment in which that entity operates. The consolidated financial statements are presented in Australian dollars, which is the Parent Entity’s functional currency.
Page 38
credit clear limited annual report 2026 37 TTrraannssaaccttiioonnss aanndd bbaallaanncceess Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Exchange differences arising on translation of the foreign controlled entity are recognised and accumulated in a separate reserve within equity. The cumulative amount is reclassified to profit or loss when the net investment is disposed of Non- monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non - monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined. Exchange differences arising on the translation of monetary items are recognised in profit or loss, except exchange differences that arise from net investment hedges. GGrroouupp ccoommppaanniieess The financial results and position of foreign operations, whose functional currency is different from the Group’s presentation currency, are translated as follows: • assets and liabilities are translated at exchange rates prevailing at the end of the reporting period; • income and expenses are translated at exchange rates on the date of transaction; and • all resulting exchange differences are recognised in other comprehensive income. Exchange differences arising on translation of foreign operations with functional currencies other than Australian dollars ar e recognised in other comprehensive income and included in the foreign currency translation reserve in the statement of financial p osition and allocated to non -controlling interest where relevant. The cumulative amount of these differences is reclassified into profit or loss in the period in which the operation is disposed of. ((jj)) EEmmppllooyyeeee BBeenneeffiittss SShhoorrtt‑‑tteerrmm eemmppllooyyeeee bbeenneeffiittss Provision is made for the Group’s obligation for short -term employee benefits. Short -term employee benefits are benefits (other than termination benefits) that are expected to be settled wholly before 12 months after the end of the annual reporting period in which the employees render the related service, including wages, salaries and sick leave. Short -term employee benefits are measured at the (undiscounted) amounts expected to be paid when the obligation is settled. The Group’s obligations for short -term employee benefits such as wages, salaries and sick leave are recognised as part of current trade and other payables in the statement of financial position. The Group’s obligations for employees’ annual leave and long service leave entitlements are recognised as provisions in the statement of financial position. OOtthheerr lloonngg‑‑tteerrmm eemmppllooyyeeee bbeenneeffiittss Provision is made for employees’ long service leave and annual leave entitlements not expected to be settled wholly within 12 months after the end of the annual reporting period in which the employees render the related service. Other long -term employee benefits are measured at the present value of the expected future payments to be made to employees. Expected future payments incorporate anticipated future wage and salary levels, durations of service and employee departures and are discounted at rates determined by reference to market yields at the end of the reporting period on government bonds that have maturity dates that approximate the terms of the obligations. Any remeasurements for changes in assumptions of obligations for other long-term employee benefits are recognised in profit or loss in the periods in which the changes occur. The Group’s obligations for long-term employee benefits are presented as non-current provisions in its statement of financial position, except where the Group does not have an unconditional right to defer settlement for at least 12 months after the end of the reporting period, in which case the obligations are presented as current provisions. EEqquuiittyy‑‑sseettttlleedd ccoommppeennssaattiioonn The Group operates an employee share and option plan. Share -based payments to employees are measured at the fair value of the instruments at grant date and amortised over the vesting periods. Share -based payments to non-employees are measured at the fair value of goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. The corresponding amounts are recognised in the option reserve and statement of profit and los s respectively. The fair value of options is determined using either the Hoadley or Black-Scholes pricing model. The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognised for services received as consideration for the equity instruments granted is based on the number of equity instruments that eventually vest.
Page 39
38 ((kk)) PPrroovviissiioonnss Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured. Provisions are measured using the best estimate of the amounts required to settle the obligation at the end of the reporting period. ((ll)) CCaasshh aanndd CCaasshh EEqquuiivvaalleennttss Cash and cash equivalents include cash on hand, deposits available on demand with banks, other short -term highly liquid investments with original maturities of 3 months or less, and bank overdrafts. Bank overdrafts are reported within borrowings in current liabilities on the statement of financial position. ((mm)) RReevveennuuee aanndd OOtthheerr IInnccoommee RReevveennuuee ffrroomm ccoonnttrraaccttss wwiitthh ccuussttoommeerrss The Group provides debt collection and legal -related services to customers. Revenue from services to external customers is recognised when the relevant performance obligations are satisfied. Once a contract has been entered into, the Group has an enforceable right to consideration in exchange for services provided to date. For service or performance obligations satisfied over time, the Group measures progress over the contract service period to determine the amount of revenue to recognise as those performance obligations are satisfied. Contracts with customers are presented in the Group’s statement of financial position as receivables or contract liabilities, depending on the relationship between the Group’s performance and the customer’s payment. The Group recognises contract liabilities for consideration received in respect of unsatisfied performance obligations and reports these amounts as other liabilities in the statement of financial position. Accordingly, the consolidated entity recognises revenue from the provision of services as the services are provided or, where applicable, over the period in which the contractually agreed tasks or service obligations are completed. RReevveennuuee rreeccooggnniittiioonn Revenue generated by the Group is categorised into the following types: • Receivable collections – point in time • Legal services – point in time • Legal services – over time • Software as a Service (SaaS) – overtime See Note 3 for detailed disclosures on the categorisation across reportable segments. RReecceeiivvaabbllee CCoolllleeccttiioonnss –– ppooiinntt iinn ttiimmee Represents the provision of receivable collection services using a combination of technology solutions as well as traditional collection methods. Revenue is recognised at a point in time when the debt is collected based on the contractual commercial terms. LLeeggaall SSeerrvviicceess –– ppooiinntt iinn ttiimmee Legal Services provides specialised credit legal services, which when combined with the Receivables Collections business, allows Credit Clear to provide a full service end to end offering for its clients. Revenue is recognised at a point in time w hen the performance obligation is satisfied. Point in time legal services relate to the completion of ASI field services. LLeeggaall SSeerrvviicceess –– oovveerr ttiimmee Legal Services provides specialised credit legal services, which when combined with the Receivables Collections business, allows Credit Clear to provide a full service end to end offering for its clients. Revenue is recognised over time based on w ork completed to date on a time and materials basis. SSooffttwwaarree aass aa SSeerrvviiccee ((SSaaaaSS)) –– oovveerr ttiimmee SaaS revenue is recognised over time as software services are provided to customers over the service period. Subscription fees are recognised on a straight-line basis over the contract term, while variable consideration, such as usage-based fees, overage charges and other fees, are recognised as the related services are provided. ((nn)) TTrruusstt FFuunnddss The Group holds funds on trust as a part of the debt collection services. The Group holds a separate trust bank account and raises a liability equal to the balance of the trust account, representing that the funds are held in trust and that they are payable to various clients.
Page 40
credit clear limited annual report 2026 39 ((oo)) GGooooddss aanndd SSeerrvviicceess TTaaxx ((GGSSTT)) Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office (ATO). Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the ATO is included with other receivables or payables in the statement of financial position. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to, the ATO are presented as operating cash flows included in receipts from customers or payments to suppliers. ((pp)) GGoovveerrnnmmeenntt GGrraannttss Government grants are recognised at fair value where there is reasonable assurance that the grant will be received and all grant conditions will be met. Grants relating to expense items are recognised as income over the periods necessary to match the grant to the costs it is compensating. Grants relating to assets are credited to deferred income at fair value and are credited to income over the expected useful life of the asset on a straight-line basis. ((qq)) CCoommppaarraattiivvee FFiigguurreess When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year. Where the Group retrospectively applies an accounting policy, makes a retrospective restatement or reclassifies items in its financial statements, an additional (third) statement of financial position as at the beginning of the preceding period in addition to the minimum comparative financial statements is presented. ((rr)) RRoouunnddiinngg ooff AAmmoouunnttss The Parent Entity has applied the relief available to it under ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191. Accordingly, amounts in the financial statements have been rounded off to the nearest $1,000. ((ss)) NNeeww ssttaannddaarrddss aanndd iinntteerrpprreettaattiioonnss nnoott yyeett aaddoopptteedd Certain new accounting standards and amendments to accounting standards have been published that are not mandatory for 30 June 2026 reporting periods and have not been early adopted by the group. NNeeww aanndd aammeennddeedd AAccccoouunnttiinngg SSttaannddaarrddss aanndd IInntteerrpprreettaattiioonnss iissssuueedd aanndd eeffffeeccttiivvee The Group has not adopted any new or amended Accounting Standards and Interpretations this year that have had a material impact on the Group or the Company. AAccccoouunnttiinngg ssttaannddaarrddss aanndd iinntteerrpprreettaattiioonnss iissssuueedd bbuutt nnoott yyeett eeffffeeccttiivvee Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2026 reporting periods and have not been early adopted by the Group. These standards are not expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions. ((tt)) CCrriittiiccaall AAccccoouunnttiinngg EEssttiimmaatteess aanndd JJuuddggeemmeennttss The directors evaluate estimates and judgements incorporated into the financial statements based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Group. ((ii)) IImmppaaiirrmmeenntt The Group assesses impairment at the end of each reporting period by evaluating the conditions and events specific to the Group that may be indicative of impairment triggers. Recoverable amounts of relevant assets are reassessed using value -in- use calculations which incorporate various key assumptions. With respect to cash flow projections for receivable collections activity based in Australia, the model is based on 5 year forecast cashflows. A terminal growth rate of 3% subsequent to this period has been used. The rates used incorporate an allowance for inflation. Post-tax discount rates of 12.8% have been used in the model. No impairment has been recognised at the end of the reporting period. The Directors and management have considered and assessed reasonably possible changes for the key assumptions and have not identified any instances that could cause the carrying amounts to exceed the respective recoverable amounts. See Note 8.
Page 41
40 ((iiii)) LLeeaassee tteerrmm aanndd OOppttiioonn ttoo EExxtteenndd uunnddeerr AAAASSBB 1166 The lease term is defined as the non-cancellable period of a lease together with both periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option; and also periods covered by an option to terminate the lease if the lessee is reasonably certain not to exercise that option. The decision on whether or not the options to extend are reasonably going to be exercised is a key management judgement that the entity will make. The Group determines the likeliness to exercise on a lease -by-lease basis looking at various factors such as which assets are strategic and which are key to future strategy of the entity. See Note 13 ((iiiiii)) PPrroovviissiioonn ffoorr eexxppeecctteedd ccrreeddiitt lloosssseess Included in accounts receivable is an assessment of the expected credit loss on each debtor from the date of the amount owed. This assessment is based on an estimate of the amount that is expected to be received based on past experience. A provision for expected credit losses amounting to $185,456 has been made. See Note 8. ((iivv)) TTeecchhnnoollooggyy DDeevveellooppmmeenntt The Group capitalises expenditure relating to technology development in relation to its digital collection system where it is considered likely to be recoverable from associated activity in future periods. An assessment is made on whether capitalised technology development will generate future revenue. This is judged and based on a useful life of three years. Such capitalised expenditure is carried at the end of the reporting period at $2,653,817. See Note 12. ((vv)) DDeeffeerrrreedd ttaaxx aasssseettss rreellaattiinngg ttoo ttaaxx lloosssseess The Group recognises deferred tax assets relating to carry forward tax losses to the extent there are sufficient taxable temporary differences and forecast income tax payable relating to the same taxable authority and the same subsidiary against which the unused tax losses can be utilised. However, utilisation of the tax losses also depends on the ability of the entity to satisfy certain tests at the time the losses are recouped. See Note 5. ((vvii)) BBuussiinneessss CCoommbbiinnaattiioonnss The Group acquired Arc (Europe) Ltd and Digital Tech Solutions (DTS) Group during the period. The Group is required to determine the fair value of the identifiable assets acquired and liabilities assumed at the acquisition date. Significant judgement and e stimation is involved in identifying separately recognisable intangible assets and in determining their fair values. This exercise is yet to be completed as at 30 June 2026. Changes in these assumptions would change the amounts allocated to individual assets and liabilities and the resulting goodwill, and would affect future depreciation and amortisation charges. See Note 27. ((vviiii)) CCoonnttiinnggeenntt ccoonnssiiddeerraattiioonn The Group has applied significant judgement in determining the fair value of contingent consideration arrangements arising from business combinations. The valuation of contingent consideration requires estimates of the expected amount, probability and timi ng of future payments, including the likelihood of achieving relevant financial, operational or other performance targets specified in the acquisition agreement. Where future payments are expected to occur over time, judgement is also required in determining an appropriate discount rate to measure the present value of the expected obligation. Contingent consideration arrangements are sensitive to changes in assumptions, including forecast performance of the acquired business, probability weightings applied to potential outcomes, timing of settlement and discount rates. Where contingent consideration is classified as a financial liability, subsequent changes in fair value are recognised in profit or loss. As a result, changes in management’s assessment of the expected future payments may have a material impact on the Group’s financial position and results in future reporting periods. See Note 27b and 27c. ((vviiiiii)) AACCCCCC ccoonnttiinnggeenntt lliiaabbiilliittyy Contingent liabilities are possible obligations whose existence will be confirmed only on the occurrence or non-occurrence of uncertain future events outside the Group’s control, or present obligations that are not recognised because it is not probable that a settlement will be required or the value of such a payment cannot be reliably estimated. Judgement is exercised to identify whether a present obligation exists and also in estimating the probability, timing, nature and quantum of the outflows that may arise from past events. See note 28.
Page 42
credit clear limited annual report 2026 41 NNoottee 22:: OOppeerraattiinngg SSeeggmmeennttss ((aa)) GGeenneerraall IInnffoorrmmaattiioonn IIddeennttiiffiiccaattiioonn ooff rreeppoorrttaabbllee sseeggmmeennttss The group has identified its operating segments to be the t hree major areas of services provided to customers; Receivables Collections Australia, Collections Offshore and Legal Services. Receivables Collections Collections Australia: represents the provision of receivable collection services using a combination of technology solutions as well as traditional collection methods. Collections Offshore: represents the acquisitions of Arc Europe Limited (Arc) and DTS Group (DTS). Arc Europe provides traditional collection services whilst DTS provides a digital collection service. Together they will deliver receivable colle ction services using a combination of technology solutions as well as traditional collection methods which provides a full end to end service to clients. Legal Services: provides specialised credit legal services, which when combined with the Receivables Collections business, allows Credit Clear to provide a full service end to end offering for its clients. Head Office is unallocated and not an operating segment. It represents Group overheads, corporate head office, Group tax balances, financing, payroll and treasury functions. RReevveennuuee ccaatteeggoorriissaattiioonn Revenue is generated by the Group and is categorised into the reportable segments disclosed below. These operating segments are based on the internal reports that are reviewed and used by the Chief Executive Officer (who is identified as the Chief Operating Decision Maker (‘CODM’) in assessing performance and in determining the allocation of resources. There is no aggregation of operating segments except for the acquired businesses of Arc Europe and DTS which are aggregated into the Collections Offshore segment. The CODM reviews EBITDA (earnings before interest, tax, depreciation and amortisation). The accounting policies adopted for internal reporting to the CODM are consistent with those adopted in the financial statements. Underlying EBITDA Underlying EBITDA excludes the effects of significant items of income and expenditure which might have an impact on the quality of earnings such as acquisition expenses, restructuring costs, legal expenses and other expenses where they relate to an isolate d, non -recurring event. It also excludes the effects of equity -settled share -based payments. Interest income and finance cost are not allocated to segments, because financing and cash management activities are the responsibility of the group’s central treasury function. ((bb)) BBaassiiss ooff AAccccoouunnttiinngg ffoorr PPuurrppoosseess ooff RReeppoorrttiinngg bbyy OOppeerraattiinngg SSeeggmmeennttss IInntteerrsseeggmmeenntt ttrraannssaaccttiioonnss Internal transfer pricing is based on what would be realised in the event the sale was made to an external party at arm’s length. All such transactions are eliminated on consolidation of the Group’s financial statements. Intersegment loans payable and receivable are initially recognised at the consideration received/to be received net of transaction costs and are on commercial terms. ((cc)) SSeeggmmeenntt aasssseettss Where an asset is used across multiple segments, the asset is allocated to the segment that receives the majority of the economic value from the asset. In most instances, segment assets are clearly identifiable on the basis of their nature. Head office assets relate to cash and cash equivalents for the group. ((dd)) SSeeggmmeenntt lliiaabbiilliittiieess Liabilities are allocated to segments where there is a direct nexus between the incurrence of the liability and the operation s of the segment. Segment liabilities include trade and other payables and other liabilities with a direct nexus to the liability.
Page 43
42 SSeeggmmeenntt iinnffoorrmmaattiioonn (i) Segment performance Receivable Collections Collections Offshore Legal Services Head Office Total $000 $000 $000 $000 $000 3300 JJuunnee 22002266 RReevveennuuee External sales 43,572 9,127 7,368 - 60,067 Other income 51 – – - 51 TToottaall sseeggmmeenntt rreevveennuuee 4433,,662233 99,,112277 77,,336688 -- 6600,,111188 EEBBIITTDDAA –– UUnnddeerrllyyiinngg ** 10,910 2,319 1,405 (4,143) 10,491 EEBBIITTDDAA –– SSttaattuuttoorryy 10,910 2,319 1,405 (5,439) 9,195 Depreciation and amortisation (6,053) (201) (4) - (6,259) Interest revenue - - - 670 670 Interest expense - - - (479) (479) SSeeggmmeenntt nneett pprrooffiitt//((lloossss)) bbeeffoorree ttaaxx 4,857 2,118 1,401 (5,248) 3,127 TTaaxx eexxppeennssee – - – 1,219 1,219 NNeett pprrooffiitt//((lloossss)) aafftteerr ttaaxx 44,,885577 22,,111188 11,,440011 ((44,,002299)) 44,,334466 Receivable Collections Collections Offshore Legal Services Head Office Total $000 $000 $000 $000 $000 3300--JJuunn--2255 RReevveennuuee External sales 38,968 - 7,955 - 46,922 Other income 29 - - - 29 TToottaall sseeggmmeenntt rreevveennuuee 3388,,999977 -- 77,,995555 -- 4466,,995511 EEBBIITTDDAA –– UUnnddeerrllyyiinngg ** 10,354 - 1,733 (4,632) 7,455 EEBBIITTDDAA –– SSttaattuuttoorryy 10,354 - 1,733 (7,982) 4,105 Depreciation and amortisation (6,237) - (6,237) Interest revenue - - - 516 516 Interest expense - - - (383) (383) SSeeggmmeenntt nneett pprrooffiitt//((lloossss)) bbeeffoorree ttaaxx 4,117 - 1,733 (7,849) (1,999) TTaaxx eexxppeennssee - - - 5,544 5,544 NNeett pprrooffiitt//((lloossss)) aafftteerr ttaaxx 44,,111177 -- 11,,773333 ((22,,330055)) 33,,554455
Page 44
credit clear limited annual report 2026 43 **UUnnddeerrllyyiinngg EEBBIITTDDAA rreeccoonncciilliiaattiioonn ttoo ssttaattuuttoorryy EEBBIITTDDAA 2026 $000 2025 $000 UUnnddeerrllyyiinngg EEBBIITTDDAA 1100,,449911 77,,445555 Acquisition costs (1,690) (817) Regulatory related fees (339) (517) Restructure redundancy expenses (62) (457) Director fees (335) (300) Share based payments (1,695) (1,295) Acquisitions – contingent consideration adjustment 2,791 - Other 34 36 SSttaattuuttoorryy EEBBIITTDDAA 99,,119955 44,,110055 (ii) SSeeggmmeenntt aasssseettss Receivable Collections $000 Collections Offshore $000 Legal Services $000 Head Office $000 Total $000 3300 JJuunnee 22002266 Segment assets 56,367 32,592 1,359 30,183 120,502 30 June 2025 Segment assets 64,286 - 1,416 19,660 85,362 (iii) SSeeggmmeenntt lliiaabbiilliittiieess Collections Australia $000 Collections Offshore $000 Legal Services $000 Head Office $000 Total $000 3300 JJuunnee 22002266 Segment liabilities 15,562 4,885 1,791 13,705 35,942 3300 JJuunnee 22002255 Segment liabilities 16,610 - 1,920 2,551 21,081
Page 45
44 NNoottee 33:: RReevveennuuee aanndd OOtthheerr IInnccoommee ((aa)) DDiissaaggggrreeggaatteedd rreevveennuuee The Group has disaggregated revenue into various categories in the following table. The revenue is disaggregated by geographical market and products/service lines. 2026 Receivable Collections Legal Services Collections Offshore Group Total $000 $000 $000 $000 PPooiinntt iinn ttiimmee:: Receivable Collections 37,946 - 5,112 43,058 Legal Services (including ASI) 1,664 - - 1,664 OOvveerr ttiimmee:: Legal Services 954 7,368 - 8,322 SaaS 3,008 - 4,015 7,023 TToottaall 4433,,557722 77,,336688 99,,112277 6600,,006677 2025 Collections Australia Legal Services Collections Offshore Group Total $000 $000 $000 $000 PPooiinntt iinn ttiimmee:: Receivable Collections 36,626 - - 36,626 OOvveerr ttiimmee:: Legal Services - 7,955 - 7,955 SaaS 2,342 - - 2,342 TToottaall 3388,,996688 77,,995555 -- 4466,,992222 ((bb)) OOtthheerr iinnccoommee 2026 $000 2025 $000 Government employment subsidies 51 29 Total other income 51 29 ((cc)) IInntteerreesstt iinnccoommee 2026 $000 2025 $000 Interest income 670 516 Total interest income 670 516
Page 46
credit clear limited annual report 2026 45 NNoottee 44:: EExxppeennsseess Profit before income tax from continuing operations includes the following specific expenses: ((aa)) DDeepprreecciiaattiioonn aanndd aammoorrttiissaattiioonn Consolidated Group 2026 $000 2025 $000 Depreciation – Property, plant and equipment 336 227 Depreciation – right of use asset 1,555 1,309 Amortisation – intangibles 4,367 4,701 Total depreciation and amortisation 6,259 6,237 ((bb)) IInntteerreesstt eexxppeennssee Consolidated Group 2026 $000 2025 $000 – lease liabilities 330 345 – other 149 38 479 383
Page 47
46 NNoottee 55:: TTaaxx EExxppeennssee Consolidated Group 2026 $000 2025 $000 ((aa)) TThhee ccoommppoonneennttss ooff ((ttaaxx eexxppeennssee))//bbeenneeffiitt ccoommpprriissee:: Current tax (487) (28) Deferred tax 1,706 5,572 1,219 5,544 ((bb)) NNuummeerriiccaall rreeccoonncciilliiaattiioonn ooff iinnccoommee ttaaxx eexxppeennssee:: Profit/(Loss) before income tax 3,127 (1,999) Tax at the Australian tax rate of 30% (2025:25%) (938) (499) Tax effect of amounts which are not deductible in calculating taxable income: Share Based Payments 5 324 Non-deductible expenses (61) 147 Recognition of previously unbooked tax losses - 5,572 Remeasurement of Deferred Tax Balances (25% to 30%) 1,086 - Contingent Consideration – non assessable 837 - Other 227 - Sub total 1,156 5,544 Effect of international tax rates 63 - Income tax benefit attributable to the entity 1,219 5,544 ((cc)) AAmmoouunnttss rreeccooggnniisseedd ddiirreeccttllyy iinnttoo eeqquuiittyy Aggregate current and deferred tax arising in the reporting period in the income statement or other comprehensive income but directly (Credited) or debited to equity Current tax – debited/(credited) directly to equity - - Deferred tax credited directly to equity – share issue cost 100 - Total credited directly to equity 100 - SSttaattuuttoorryy TTaaxx RRaatteess:: Country 2026 2025 Australia 30% 25% New Zealand 28% 28% United Kingdom 25% - United States 21% - Philippines 20% 20% 2026 $000 2025 $000 ((dd)) EEffffeeccttiivvee TTaaxx RRaattee Profit before income tax Expense (A) 3,127 (1,999) Income Tax Expense (B) 1,219 5,544 Effective Tax Rate (B/A) (39%) 277% ((ee)) TTaaxx LLoosssseess Unused tax losses for which no deferred tax asset has been recognised - - Potential Tax Benefit - - During the year the Company ceased to be a base rate entity and is therefore subject to the company tax rate of 30 % (2025; 25%) Accordingly deferred tax balances, including the deferred tax recognised in respect of carried -forward tax losses, have been remeasured at 30%, resulting in an increase of the deferred tax asset of $1.1m, recognised in profit and loss.
Page 48
credit clear limited annual report 2026 47 NNoottee 66:: CCaasshh aanndd CCaasshh EEqquuiivvaalleennttss Consolidated Group 2026 $000 2025 $000 Cash at bank and on hand 22,391 15,677 22,391 15,677 RReeccoonncciilliiaattiioonn ooff ccaasshh Cash and cash equivalents at the end of the financial year as shown in the statement of cash flows is reconciled to items in the statement of financial position as follows: Consolidated Group 2026 $000 2025 $000 Cash and cash equivalents 22,391 15,677 22,391 15,677 NNoottee 77:: TTrruusstt FFuunnddss Consolidated Group 2026 $000 2025 $000 Trust funds held 9,169 7,557 9,169 7,557 As part of the collections process, funds received are held in trust on behalf of clients. Refer to Note 15 for trust fund li ability owed by the Group and Note 1(n) for further information on the Group’s Trust Fund policy. NNoottee 88:: TTrraaddee aanndd OOtthheerr RReecceeiivvaabblleess Consolidated Group 2026 $000 2025 $000 CCUURRRREENNTT Trade receivables 11,493 7,007 Provisions for expected credit loss (185) (101) 11,307 6,906 Other receivables – – – – Total current trade and other receivables 11,307 6,906 Trade receivables are non -interest bearing ranging from 15 to 45 day terms. An impairment loss is recognised based on an expected credit loss model. The Group assesses the expected credit loss based on individual debtor level expectations relative to credit terms.
Page 49
48 IImmppaaiirrmmeenntt ooff rreecceeiivvaabblleess The Group applies the simplified approach to providing for expected credit losses prescribed by AASB 9, which permits the use of the lifetime expected loss provision for all trade receivables. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due. The loss allowance provision as at 30 June 2025 is determined as follows, the expected credit losses incorporate forward looking information. 30 June 2026 Current < 30 days overdue < 90 days overdue > 90 days overdue Total Expected loss rate (%) 0.00 0.00 0.00 19.35 1.61 Gross carrying amount ($) 6,087 3,142 1,306 958 11,493 ECL provision – – – 185 185 30 June 2025 Current < 30 days overdue < 90 days overdue > 90 days overdue Total Expected loss rate (%) 0.00 0.00 0.00 14.83 1.44 Gross carrying amount ($) 4,650 1,023 653 681 7,007 ECL provision – – - 101 101 The Group measures the loss allowance for trade receivables at an amount equal to lifetime expected credit loss (ECL). The ECL on trade receivables are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for factors that are specific to the debtors, general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of conditions at the reporting date. There has been no change in the estimation techniques or significant assumptions made during the current reporting period. CCrreeddiitt rriisskk The Group has no significant concentration of credit risk with respect to any single counterparty or group of counterparties. The class of assets described as “trade and other receivables” is considered to be the main source of credit risk related to the Group. On a geographical basis, the Group has significant credit risk exposures in Australia. The Group writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery; for example, when the debtor has been placed under liquidation or has entered into bankruptcy proceedings, or when the trade receivables are over two years past due, whichever occurs earlier. NNoottee 99:: FFiinnaanncciiaall AAsssseettss The Group has recognised the following financial assets: Consolidated Group 2026 $000 2025 $000 NNOONN--CCUURRRREENNTT Term Deposits held 1,003 891 1,003 891 Term deposits relate to office security bonds and are restricted in accordance with respective lease agreement terms.
Page 50
credit clear limited annual report 2026 49 NNoottee 1100:: OOtthheerr AAsssseettss Consolidated Group 2026 $000 2025 $000 CCUURRRREENNTT Prepayments 1,320 932 Other related party receivable (Refer to Note 31) 94 125 Share buyback pending settlement 396 - Other 793 - 2,603 1,057 NNoottee 1111:: PPrrooppeerrttyy,, PPllaanntt aanndd EEqquuiippmmeenntt Consolidated Group 2026 $000 2025 $000 CCoommppuutteerr && OOffffiiccee eeqquuiippmmeenntt:: At cost 3,259 1,183 Accumulated depreciation (2,679) (774) 580 409 LLeeaasseehhoolldd IImmpprroovveemmeennttss At cost 49 77 Accumulated depreciation (23) (43) 26 34 Total property, plant and equipment 606 443 ((aa)) MMoovveemmeennttss iinn CCaarrrryyiinngg AAmmoouunnttss Movements in the carrying amounts for each class of property, plant and equipment between the beginning and the end of the current financial year: Leasehold Improvements Computer & Office Equipment Total Consolidated Group: $000 $000 $000 BBaallaannccee aatt 11 JJuullyy 22002244 6 301 307 Additions 41 322 363 Disposals – – – Depreciation Expense (13) (214) (227) BBaallaannccee aass aatt 3300 JJuunnee 22002255 3344 440099 444433 Leasehold Improvements Computer & Office Equipment Total Consolidated Group: $000 $000 $000 BBaallaannccee aatt 11 JJuullyy 22002255 3344 440099 444433 Additions - 284 284 Additions from business combinations - 184 184 Disposals – – – Depreciation Expense (8) (296) (304) BBaallaannccee aass aatt 3300 JJuunnee 22002266 2266 558811 660077
Page 51
50 NNoottee 1122:: IInnttaannggiibbllee AAsssseettss Capitalised Development Expenditure Goodwill Brand Names Customer Contracts Total Consolidated Group: $000 $000 $000 $000 $000 YYeeaarr eennddeedd 3300 JJuunnee 22002255 Balance at the beginning of the year 2,015 36,884 269 7,664 46,832 Internal development 1,601 – – – 1,601 Amortisation charge (1,406) – (104) (3,191) (4,701) Closing value at 30 June 2025 2,210 36,884 165 4,473 43,732 YYeeaarr eennddeedd 3300 JJuunnee 22002266 Balance at the beginning of the year 2,210 36,884 165 4,473 43,732 Internal development 1,971 – – – 1,971 Additions through business combination at note 27 b and c – 21,119 – – 21,119 Amortisation charge (1,527) – (104) (2,736) (4,367) Foreign exchange differences - (632) - - (632) Closing value at 30 June 2026 2,654 57,371 61 1,737 61,823 IImmppaaiirrmmeenntt ddiisscclloossuurreess Cash generating unit (CGU) level; summary of the goodwill allocation is presented below. 2026 $000 2025 $000 Receivable collections 36,884 43,732 Arc Europe 13,939 - DTS 6,548 - Legal services – – Total 57,371 43,732 RReecceeiivvaabblleess CCoolllleeccttiioonnss CCGGUU The recoverable amount of the receivable collections c ash-generating unit above is determined based on value -in-use calculations. Value-in-use is calculated based on the present value of cash flow projections over a five-year period with the period extending beyond five years extrapolated using an estimated terminal growth rate. The cash flows are discounted using the yield of a five-year weighted average cost of capital (WACC) at the beginning of the budget period.
Page 52
credit clear limited annual report 2026 51 As well as management cash flow projections (including revenue growth and margin assumptions), other key assumptions are detailed as follows: 2026 2025 Receivable collections: Terminal Growth Rate 3% 3% Post-tax discount rate 12.8% 12.0% Management has based the value -in-use calculations on budgets for the receivables collections cash-generating unit. These budgets use historical weighted average growth rates to project revenue. Costs are calculated taking into account historical gross margins as well as estimated weighted average inflation rates over the period, which are consistent with inflation rate s applicable to the locations in which the segments operate. Discount rates are p ost-tax and are adjusted to incorporate risks associated with this particular segment. AArrcc EEuurrooppee aanndd DDTTSS CCGGUU’’ss Given the recent nature of the acquisitions of the 100% stake in ARC Europe and DTS on 1 January 2026 and 30 January 2026 respectively, the recoverable amount for the cash -generating units have been based on fair value less costs to sell supported with reference to the transaction price. NNoottee 1133:: RRiigghhtt ooff UUssee AAsssseettss aanndd LLeeaassee LLiiaabbiilliittiieess The Group’s lease portfolio relates to offices. These leases have an average term of 4 years. The option to extend are contained in several of the property leases of the Group. These clauses provide the Group opportunities to manage leases in order to align with its strategies. All the extension options are only exercisable by the Group. ((aa)) AAAASSBB 1166 rreellaatteedd aammoouunnttss rreeccooggnniisseedd iinn tthhee bbaallaannccee sshheeeett RRiigghhtt ooff uussee aasssseettss 2026 $000 2025 $000 Leased office premises 8,059 5,846 Accumulated depreciation (3,838) (2,319) Total Right of use asset 4,221 3,527 MMoovveemmeenntt iinn ccaarrrryyiinngg aammoouunnttss:: Leased office premises: - - Opening net carrying amount 3,527 4,003 Additions, exercise of lease extension options 1,191 833 Additions through business combinations 1,058 Disposals - - Depreciation charge (1,555) (1,309) Net carrying amount 4,221 3,527
Page 53
52 LLeeaassee LLiiaabbiilliittiieess 2026 $000 2025 $000 Total Lease Liabilities 44,,667777 33,,993311 MMoovveemmeenntt iinn ccaarrrryyiinngg aammoouunnttss:: Opening net carrying amount 3,931 4,275 Additions, exercise of lease extension options 1,191 833 Additions through business combinations 1,046 - Repayment on Leases (1,821) (1,522) Interest Expense on Leases 330 345 Net carrying amount 44,,667777 33,,993311 ((bb)) AAAASSBB 1166 rreellaatteedd aammoouunnttss rreeccooggnniisseedd iinn tthhee ssttaatteemmeenntt ooff pprrooffiitt oorr lloossss 2026 $000 2025 $000 Depreciation charge related to right-of-use assets 1,555 1,309 Interest expense on lease liabilities 330 345 2026 $000 2025 $000 Total cash outflows for leases 1,855 1,260 2026 $000 2025 $000 Lease Liabilities Current 1,854 1,207 Non-current 2,822 2,724 NNoottee 1144:: TTrraaddee aanndd OOtthheerr PPaayyaabblleess Consolidated Group 2026 $000 2025 $000 CCUURRRREENNTT Unsecured liabilities: Trade payables 2,408 3,033 Sundry payables and accrued expenses 5,137 3,752 7,545 6,785
Page 54
credit clear limited annual report 2026 53 NNoottee 1155:: TTrruusstt ffuunnddss aanndd OOtthheerr CCuurrrreenntt LLiiaabbiilliittiieess Consolidated Group Note 2026 $000 2025 $000 Trust fund liabilities 7 9,169 7,557 Other liabilities 334 1 9,503 7,558 NNoottee 1166:: BBoorrrroowwiinnggss During the year, the Group borrowed $6,000,000 consisting of a bank loan used to finance acquisitions. The loan has a balance of $166,667 repayable every month. The loan is subject to annual review and hence has been classified as a current liability. The loan balance at 30 June 2026 was $5,500,000. Interest is a floating rate and based on commercial terms as a margin over BBSY. Interest expense is recognised in profit or loss and amounted to $93,486 for the year. The loan has covenants in place relating to debt to EBITDA ratio, debt service cover and obligor group earnings coverage. The obligor earnings coverage ratio requires Australian Group EBITDA to be more than 85% of total group EBITDA. As a result of the acquisitions of Arc Europe and DTS (international businesses), this ratio is currently being re -negotiated with the bank to take into account the increase in offshore operations. The fair values of the borrowings are not materially different from their carrying amounts, as the interest payable on those borrowings reflects either current market rates or, that the borrowings are of a short-term nature. MMoovveemmeenntt iinn BBoorrrroowwiinnggss Consolidated Group Amount $000 Opening balance 6,000 Principal repayments (500) Closing balance 5,500 Current liability 5,500 Non-current liability -
Page 55
54 NNoottee 1177:: TTaaxx Consolidated Group 2026 $000 2025 $000 CCUURRRREENNTT Income tax payable 778 – Opening Balance Recognised in Profit and Loss Recognised Directly to Equity Utilisation of Tax Losses Revaluation change in tax rate* Closing Balance $000 $000 $000 $000 $000 NNOONN CCUURRRREENNTT Deferred tax assets Employee provisions 814 240 – – 163 1,217 Lease liabilities 983 (329) – – 196 850 Provision for doubtful debts 25 25 – – 5 55 Provision for make good 21 29 – – 4 54 Share Issue Costs 120 – 100 – – 220 Tax Losses 5,853 – (570) 1,170 6,453 Other 348 61 69 478 Balance 30 June 2026 8,164 26 100 (570) 1,607 9,327 Deferred tax liabilities Right of use assets 882 (327) – – 179 734 Capitalised development costs 551 16 – – 110 677 Amortisation of Intangible Assets 1,159 (852) – – 232 539 Balance 30 June 2026 2,592 (1,163) – – 521 1,950 * During the year the Company ceased to be a base rate entity and is therefore subject to the company tax rate of 30% (2025; 25%.) Accordingly deferred tax balances, including the deferred tax recognised in respect of carried -forward tax losses, have been remeasured at 30%, resulting in an increase of the deferred tax asset of $1.1m, recognised in profit and loss Consolidated Group 2026 $000 Deferred tax assets expected to be recovered within 12 months 1,962 Deferred tax assets expected to be recovered after more than 12 months 7,365 Consolidated Group 2026 $000 Deferred tax liabilities expected to be settled within 12 months 415 Deferred tax liabilities expected to be settled after more than 12 months 1,535
Page 56
credit clear limited annual report 2026 55 NNoottee 1188:: PPrroovviissiioonnss AAnnaallyyssiiss ooff ttoottaall pprroovviissiioonnss Consolidated Group 2026 $000 2025 $000 CCUURRRREENNTT Annual leave 2,352 1,384 Long service leave 1,248 939 3,600 2,323 NNOONN--CCUURRRREENNTT Long service leave 449 400 Office Make Good 203 84 652 484 4,252 2,807 PPrroovviissiioonn ffoorr EEmmppllooyyeeee BBeenneeffiittss Provision for employee benefits represents amounts accrued for annual leave and long service leave. The current portion for this provision includes the total amount accrued for annual leave entitlements and the amounts accrued for long service leave entitlements that have vested due to employees having completed the required period of service. Based on past experience, the Group does not expect the full amount of annual leave or long service leave balances classified as current liabilities to be settled within the next 12 months. However, these amounts must be classified as current liabilities since the Group does not have an unconditional right to defer the settlement of these amounts in the event employees wish to use their leave entitlement. The non -current portion for this provision includes amounts accrued for long service leave entitlements that have not yet vested in relation to those employees who have not yet completed the required period of service. In calculating the present value of future cash flows in respect of long service leave, the probability of long service leave being taken is based on historical data. The measurement and recognition criteria relating to employee benefits have been discussed in Note 1( j). NNoottee 1199:: IIssssuueedd CCaappiittaall 2026 $000 2025 $000 500,646,701 (2025: 424,648,642) fully paid ordinary shares 119,1911 102,7031 119,191 102,703 1. Issued capital is net of share raising costs of $4.7 million (2025: $3.9 million)
Page 57
56 Consolidated Group 2026 $ 2025 $ 2026 No. 2025 No. ((aa)) OOrrddiinnaarryy SShhaarreess At the beginning of the reporting period 106,592,931 105,212,902 424,648,642 417,697,656 Shares issued during the year: 9 July 2024 – 64,339 – 247,458 5 September 2024 – 491,220 – 2,585,366 14 January 2025 – 666,231 – 3,485,207 5 March 2025 – 158,239 – 632,955 27 October 2025 12,750,000 - 51,000,000 - 28 October 2025 615,837 - 2,565,990 - 28 October 2025 128,602 - 443,455 - 7 January 2026 428,193 - 2,216,793 - 8 January 2026 72,844 - 303,516 - 28 January 2026 8,000,000 - 32,000,000 - 3 February 2026 2,213,279 - 8,227,805 - 17 March 2026 88,670 - 403,048 - 14 April 2026 99,980 - 499,151 - 4 May 2026 (2,182,700) - (10,938,589) - 31 May 2026 (1,860,174) - (8,375,743) - 11 June 2026 0 - 13,931,207 - 30 June 2026 (3,155,082) - (16,278,574) - AAtt tthhee eenndd ooff tthhee rreeppoorrttiinngg ppeerriioodd 123,792,380 106,592,931 500,646,701 424,648,642 On 27 October 2025, 51,000,000 shares were issued to shareholders as part of a capital raise to fund future growth. On 28 October 2025, 2,565,990 shares were issued to employees for the conversion of vested share rights. On 28 October 2025, 443,455 shares were issued to directors in lieu of director fees in accordance with shareholder approval received at the 2024 annual general meeting On 7 January 2026, 2,216,793 shares were issued to employees for the conversion of vested share rights. On 8 January 2026, 303,516 shares were issued to employees for the conversion of vested share rights. On 28 January 2026, 32,000,000 shares were issued to a director as part of a capital raise to fund future growth. This issue was approved at the 2025 annual general meeting. On 3 February 2026, 8,227,805 shares were issued as part of the share consideration to acquire Arc Europe Limited. On 17 March 2026, 403,048 shares were issued to directors in lieu of director fees in accordance with shareholder approval re ceived at the 2025 annual general meeting On 14 April 2026, 499,151 shares were issued to a former employee in lieu of a fee for services rendered. On 4 May 2026, 10,938,589 shares were cancelled as part of a buyback program which formed part of the company’s capital management strategy. On 31 May 2026, 8,375,743 shares were cancelled as part of a buyback program which formed part of the company’s capital manag ement strategy. 11 June 2026, 13,931,207 were issued to employees and form part of an employer funded share offer with a retention condition that the staff member remain employed for a four year period. 30 June 2026, 16,278,574 shares were cancelled as part of a buyback program which formed part of the company’s capital manage ment strategy. Ordinary shares participate in dividends and the proceeds on winding-up of the Parent Entity in proportion to the number of shares held. At the shareholders’ meetings each ordinary share is entitled to one vote when a poll is called; otherwise each shareholder has one vote on a show of hands.
Page 58
credit clear limited annual report 2026 57 ((bb)) OOppttiioonnss (i)For information relating to the Credit Clear Limited employee option plan, including details of options issued, exercised and lapsed during the financial year and the options outstanding at year-end, refer to Note 23. (ii)For information relating to share options and rights issued to key management personnel during the financial year, refer to Note 23. ((cc)) CCaappiittaall MMaannaaggeemmeenntt Management controls the capital of the Group to maintain adequate equity in the business, generate long term shareholder value and ensure that the Group can fund its operations and continue as a going concern. The Group’s capital includes ordinary share capital and is supported by financial assets. Management effectively manages the Group’s capital by assessing the Group’s financial risks and adjusting its capital structure in response to changes in these risks and in the market. These responses include the management of debt levels, distributions to shareholders and share issues. During the year, the company undertook a share buyback program which involved buying back 35,592,906 shares. Other than the share buyback, t here have been no changes in the strategy adopted by management to control the capital of the Group since the prior year.
Page 59
58 NNoottee 2200:: RReesseerrvveess ((aa)) SShhaarree‑‑bbaasseedd ppaayymmeennttss rreesseerrvvee The share-based payments reserve records items recognised as expenses on valuation of employee share options/rights. Consolidated Group 2026 $000 2025 $000 Opening balance 5,240 5,158 Options/rights granted 1,579 1,851 Options/rights vested (1,117) (1,157) Options/rights forfeited (214) (612) Closing balance 5,488 5,240 OOppttiioonnss aanndd RRiigghhttss oonn iissssuuee 3300 JJuunnee 22002266 Issue Expiry Date Exercise Price Opening Balance 1 July 2025 Issued Exercised or Vested Forfeited Closing Balance 30 June 2026 Options – Employees 1 Oct ‘32 $0.50 2,000,000 – – – 2,000,000 Options – Employees 1 Oct ‘32 $0.55 2,000,000 – – – 2,000,000 Options – Employees 1 Oct ‘33 $0.60 500,000 – – – 500,000 Options – KMP 8 Oct ‘32 $0.50 6,800,000 – – – 6,800,000 Options – KMP 30 Nov ‘27 $0.40 4,000,000 – – – 4,000,000 Options – KMP 30 Nov ‘27 $0.40 2,000,000 – – – 2,000,000 Rights – KMP 31 Dec’25 $0.00 186,493 – 186,493 – – Rights – Employees 31 Dec’25 $0.00 1,847,204 – 1,765,114 82,089 – Rights – KMP 30 Jun’25 $0.00 219,853 – 219,853 – – Rights – Employees 30 Jun’25 $0.00 2,122,440 48,544 2,122,439 – 48,544 Rights – KMP 30 Jun’26 $0.00 164,890 – – – 164,890 Rights – Employees 30 Jun’26 $0.00 1,869,210 226,779 – – 2,095,989 Options – KMP 30 Jun’27 $0.31 1,500,000 – – – 1,500,000 Options – Employees 30 Jun’27 $0.31 8,000,000 – – 750,000 7,250,000 Options – KMP 30 Jun’27 $0.31 500,000 – – – 500,000 Options - Employees 30 Jun’27 $0.31 6,250,000 – – – 6,250,000 Rights - KMP 31 Dec’25 $0.00 265,186 – 265,186 – – Rights - KMP 30 Jun’25 $0.00 303,516 – 303,516 – – Rights - KMP 30 Jun’26 $0.00 227,637 – – – 227,637 Options - KMP 30 Nov’27 $0.40 4,000,000 – – – 4,000,000 Rights - Employees 30 Jun’26 $0.00 - 3,271,222 243,209 - 3,028,013 Rights - KMP 30 Jun’26 $0.00 - 856,167 - - 856,167 Rights - Employees 30 Jun’27 $0.00 - 2,707,246 243,209 - 2,464,037 Rights - KMP 30 Jun’27 $0.00 - 684,934 - - 684,934 Options - Employees 11 Jun’30 $0.23 - 12,189,805 - - 12,189,806 Options - KMP 11 Jun’30 $0.23 - 1,741,401 – – 1,741,401 44,756,429 21,726,098 5,349,020 832,089 60,301,418
Page 60
credit clear limited annual report 2026 59 OOppttiioonnss aanndd RRiigghhttss oonn iissssuuee 3300 JJuunnee 22002255 Issue Expiry Date Exercise Price Opening Balance 1 July 2024 Issued Exercised or Vested Forfeited Closing Balance 30 June 2025 Options – Employees 1 Oct ‘32 $0.50 2,000,000 – – – 2,000,000 Options – Employees 1 Oct ‘32 $0.55 2,000,000 – – – 2,000,000 Options – Employees 1 Oct ‘33 $0.60 500,000 – – – 500,000 Options – KMP 8 Oct ‘32 $0.50 6,800,000 – – – 6,800,000 Options – KMP 30 Nov ‘27 $0.40 4,000,000 – – – 4,000,000 Options – KMP 30 Nov ‘27 $0.40 2,000,000 – – – 2,000,000 Options – Employees 28 Oct ‘25 $0.60 200,000 – – 200,000 – Rights – KMP 31 Aug’24 $0.00 243,902 – 243,902 – – Rights – Employees 31 Aug’24 $0.00 2,341,463 – 2,341,463 – – Rights – KMP 31 Dec’24 $0.00 248,657 – 248,657 – – Rights – Employees 31 Dec’24 $0.00 1,942,261 246,269 2,188,530 – – Rights – KMP 31 Dec’25 $0.00 186,493 – – – 186,493 Rights – Employees 31 Dec’25 $0.00 2,061,073 164,179 – 378,048 1,847,204 Rights – Employees 31 Dec’24 $0.00 694,442 – 694,442 – – Rights – KMP 30 Jun’25 $0.00 212,500 7,353 – – 219,853 Rights – Employees 30 Jun’25 $0.00 3,045,672 69,769 – 993,001 2,122,440 Rights – KMP 30 Jun’26 $0.00 159,375 5,515 – – 164,890 Rights – Employees 30 Jun’26 $0.00 2,594,883 75,358 – 801,031 1,869,210 Options – KMP 30 Jun’27 $0.31 1,500,000 – – – 1,500,000 Options – Employees 30 Jun’27 $0.31 8,750,000 – – 750,000 8,000,000 Options – KMP 30 Jun’27 $0.31 500,000 – – – 500,000 Options - Employees 30 Jun’27 $0.31 8,250,000 – – 2,000,000 6,250,000 Rights - KMP 31 Dec’24 $0.00 - 353,581 353,581 - - Rights - KMP 31 Dec’25 $0.00 - 265,186 - - 265,186 Rights - KMP 30 Jun’25 $0.00 - 303,516 - - 303,516 Rights - KMP 30 Jun’26 $0.00 - 227,637 - - 227,637 Options - KMP 30 Nov’27 $0.40 - 4,000,000 - - 4,000,000 50,230,721 5,718,363 6,070,575 5,122,080 44,756,429 The assessed fair value at grant date of options granted during the year ended 30 June 2026 was $0.23 per option. The fair value at grant date is independently determined using an adjusted form of the Black -Scholes Model which includes a Monte Carlo simula tion model that takes into account the exercise price, the term of the options, the impact of dilution (where material), the share price at grant date and expected price volatility of the underlying share, the expected dividend yield , the risk-free interest rate for the term of the options and the correlations and volatilities of the peer group companies. LLooaann FFuunnddeedd SShhaarree PPllaann Under the Group's Loan Funded Share Plan, eligible employees are invited to subscribe for fully paid ordinary shares in the Company at a subscription price equal to the volume weighted average market price over the 5 trading days prior to grant. The subscription price is funded by an interest-free loan provided by the Company, repayable on the earlier of 4 years from the date of grant, cessation of employment, or the date the participant elects to sell the shares. The loans are limited in recourse to the shares to which they relate. Accordingly, if the market value of the shares is less than the outstanding loan balance at maturity, the participant may surrender the shares in full satisfaction of the loan and the Company has no further recourse to the participant. The shares are subject to a holding lock and cannot be dealt with until the loan is repaid in full. Dividends paid on the shares are applied, net of tax, in reduction of the outstanding loan balance.
Page 61
60 AAccccoouunnttiinngg ttrreeaattmmeenntt Because the loans are limited in recourse, the arrangement is accounted for in accordance with AASB 2 Share -based Payment as a grant of options rather than as an issue of shares funded by a loan. No loan receivable is recognised in the statement o f financial position and the shares are not treated as issued for accounting purposes until the loan is repaid. The fair value of the in-substance options is determined at grant date and recognised as an employee benefits expense over the period during which the participant becomes unconditionally entitled to the shares, with a corresponding increase in equity. Amounts received in repayment of the loans, including dividends applied against loan balances, are recognised directly in equity. EExxppeennsseess aarriissiinngg ffoorr sshhaarree bbaasseedd ppaayymmeenntt ttrraannssaaccttiioonnss Total expenses arising from share-based payments transactions recognised during the year as part of employee benefit expense were as follows: 2026 $000 2025 $000 Options issued under the employee share scheme 341 180 Rights issued under the employee 1,024 932 Shares issued in lieu of director fees 230 182 Shares issued under the employee share scheme 100 1 1,695 1,295 ((bb)) FFoorreeiiggnn ccuurrrreennccyy ttrraannssllaattiioonn rreesseerrvvee 2026 $000 2025 $000 Foreign currency translation reserve (804) -
Page 62
credit clear limited annual report 2026 61 NNoottee 2211:: AAccccuummuullaatteedd LLoosssseess Consolidated Group 2026 $000 2025 $000 Accumulated losses at the beginning of the financial year (43,662) (47,207) Profit after income tax expense for the year 4,346 3,545 Accumulated losses at the end of the financial year (39,316) (43,662) NNoottee 2222:: PPaarreenntt IInnffoorrmmaattiioonn The parent entity is Credit Clear Limited and a list of subsidiaries can be found at note 27. The parent entity has contingent liabilities as disclosed in note 28 As at 30 June 202 6, the parent did not have any contractual commitments other than as disclosed as lease liabilities at note 13. The following information has been extracted from the books and records of the financial information of the Parent Entity set out below and has been prepared in accordance with Australian Accounting Standards. 2026 $000 2025 $000 SSttaatteemmeenntt ooff FFiinnaanncciiaall PPoossiittiioonn ASSETS Current assets 19,370 15,460 Non-current assets 73,902 50,843 TOTAL ASSETS 93,272 66,303 LIABILITIES Current liabilities 50,113 31,659 Non-current liabilities 5,554 104 TOTAL LIABILITIES 55,667 31,763 EQUITY Issued capital 119,191 102,703 Accumulated Losses (87,074) (73,403) Reserves 5,488 5,240 TOTAL EQUITY 37,605 34,540 2026 $000 2025 $000 SSttaatteemmeenntt ooff PPrrooffiitt oorr LLoossss aanndd OOtthheerr CCoommpprreehheennssiivvee IInnccoommee Total loss (13,669) (7,400) Total comprehensive income (13,669) (7,400)
Page 63
62 NNoottee 2233:: KKeeyy MMaannaaggeemmeenntt PPeerrssoonnnneell CCoommppeennssaattiioonn Refer to the remuneration report contained in the directors’ report for details of the remuneration paid or payable to each member of the Group’s key management personnel (KMP) for the year ended 30 June 202 6. The totals of remuneration paid to KMP of the Company and the Group during the year are as follows: 2026 $000 2025 $000 Short -term employee benefits 1,104 1,019 Long-term employee benefits 68 67 Share -based payments 783 585 Total KMP compensation 1,955 1,671 SShhoorrtt‑‑tteerrmm eemmppllooyyeeee bbeenneeffiittss These amounts include fees and benefits paid to the non-executive Chair and non-executive directors as well as all salary, paid leave benefits, fringe benefits and cash bonuses awarded to executive directors and other KMP. LLoonngg‑‑tteerrmm eemmppllooyyeeee bbeenneeffiittss These amounts include compulsory superannuation contributions. SShhaarree‑‑bbaasseedd ppaayymmeennttss These amounts represent the expense related to the participation of KMP in equity -settled benefit schemes as measured by the fair value of the options, rights and shares granted on grant date. Further information in relation to KMP remuneration can be found in the directors’ report. During the year, Credit Clear Limited established an employee share trust to help facilitate the share -based scheme to KMP and employees. SShhaarree‑‑bbaasseedd PPaayymmeennttss ((aa)) CCrreeddiitt CClleeaarr LLiimmiitteedd hhaass ttwwoo eeqquuiittyy ooffffeerrss iinn ppllaaccee:: ((ii)) KKeeyy mmaannaaggeemmeenntt ppeerrssoonnnneell sshhaarree ooppttiioonnss aanndd rriigghhttss The number of rights to be granted is determined by the Board, based on performance measures and employment tenure. Additionally, options are granted subject to continued employment with Credit Clear Limited and subject to either the vesting share price or exercise price being achieved on the vesting date. The options vest fully at the vesting date if the vesting p rice or exercise price is achieved on the vesting date. Should the performance criteria not be met for a particular year, the portion of options which were available for vesting for that year shall be considered forfeited. ((iiii)) NNoonn‑‑EExxeeccuuttiivvee DDiirreeccttoorrss sshhaarree ooppttiioonnss Terms of options issued to non-executive directors do not have a vesting share price. This is consistent with ASX guidelines to promote long-term based decision making for the company. KKMMPP sshhaarree ooppttiioonnss aanndd rriigghhttss During the year, there were 1,741,401 employer funded, limited recourse, shares granted to KMP with a vesting date of 11 June 2030. In accordance with accounting standards, these shares have the same accounting treatment as share options. There were no previously granted share options which were forfeited during the year due to KMP resignations. During the year, the following share rights were granted to KMP under the Credit Clear Limited Employee Share Option Scheme to convert to ordinary shares: a. 856,167 rights subject to financial performance and service conditions with a vesting date of 30 June 2026 b. 684,933 rights subject to financial performance and service conditions with a vesting date of 30 June 2027 The rights hold no voting or dividend rights and are not transferable. There were no share rights forfeited during the year due either to KMP resignations or performance conditions not being met.
Page 64
credit clear limited annual report 2026 63 ((bb)) OOppttiioonnss aanndd rriigghhttss ggrraanntteedd ttoo kkeeyy mmaannaaggeemmeenntt ppeerrssoonnnneell aarree aass ffoolllloowwss:: Grant Date Number 1 December 2025 – Rights 1,541,100 11 June 2026 – Options (employer funded shares) 1,741,401 3,282,501 Details of these options and rights are provided in the directors’ report. The y hold no voting or dividend rights and are not transferable. Options and rights lapse when a KMP who is an employee ceases their employment with the Group although the board has discretion for them to continue beyond cessation of employment. No options vested with key management personnel during the year. The number of rights vested during the year amounted to 1,700,372 (2025: 1,369,509). ((cc)) AA ssuummmmaarryy ooff tthhee mmoovveemmeennttss ooff aallll ooppttiioonnss aanndd rriigghhttss iissssuueedd ttoo kkeeyy mmaannaaggeemmeenntt ppeerrssoonnnneell iiss aass ffoolllloowwss:: Number Weighted Average Exercise Price Options and Rights outstanding as at 1 July 2024 9,050,926 $0.48 Granted 5,162,788 $0.31 Forfeited – – Exercised / vested 1,369,509 $0.00 Expired – – Other Movements – – OOppttiioonnss aanndd rriigghhttss oouuttssttaannddiinngg aass aatt 3300 JJuunnee 22002255 12,844,205 $0.46 Number Weighted Average Exercise Price Options and Rights outstanding as at 1 July 2025 12,844,205 $0.46 Granted 3,282,501 $0.12 Forfeited – – Exercised 1,700,371 $0.00 Expired – – Other movements – – OOppttiioonnss aanndd rriigghhttss oouuttssttaannddiinngg aass aatt 3300 JJuunnee 22002266 14,426,335 $0.35 Options exercisable as at 30 June 2025 – – Options exercisable as at 30 June 2026 – – The weighted average remaining life of options outstanding at year-end was 1.35 years. The weighted average exercise price of outstanding share options at the end of the reporting period was $0.39. The fair value of the options granted to employees is considered to represent the value of the employee services received over the vesting period. The weighted average fair value of options granted during the year was $0.0806 (2025: $0.0959). These values were calculated using the Black Scholes option pricing model applying the following inputs: Weighted average exercise price: $0.2297 Weighted average life of the option: 4.03 years Expected share price volatility: 50% Risk-free interest rate: 4.547%
Page 65
64 The share price has also been used as inputs into the Black Scholes Valuation model in order to determine the fair value of share options granted. Historical share price volatility has been the basis for determining expected share price volatility as it is assumed that th is is indicative of future volatility. The life of the options is based on expected exercise patterns, which may not eventuate in the future. (a) There were 846,503 shares issued to directors and key management personal as share based payments during the year (2025: 632,955 shares). No payments were Included under employee benefits expense in the statement of profit or loss which relates to equity-settled share-based payment transactions (2025: $Nil). NNoottee 2244:: AAuuddiittoorr’’ss RReemmuunneerraattiioonn Consolidated Group 2026 $000 2025 $000 Remuneration of the auditor for: – Audit and review of Financial Reports 386 297 386 297 NNoottee 2255:: DDiivviiddeennddss There were no dividends paid, recommended, or declared during the current or previous financial year. NNoottee 2266:: EEaarrnniinnggss PPeerr SShhaarree Consolidated Group 2026 2025 $000 $000 Profit after income tax attributable to the owners of Credit Clear Limited 4,346 3,545 . No. No Weighted average number of ordinary shares 477,664,322 421,858,698 used in calculating basic earnings per share Weighted average number of ordinary shares 523,930,440 471,852,542 used in calculating diluted earnings per share Cents Cents Basic earnings per share $0.009 $0.008 Diluted earnings per share $0.008 $0.008
Page 66
credit clear limited annual report 2026 65 NNoottee 2277:: IInntteerreessttss iinn SSuubbssiiddiiaarriieess ((aa)) IInnffoorrmmaattiioonn aabboouutt PPrriinncciippaall SSuubbssiiddiiaarriieess The subsidiaries listed below have share capital consisting solely of ordinary shares. The proportion of ownership interests held equals the voting rights held by the Group. Each subsidiary’s principal place of business is also its country of incorporatio n except for Credit Clear DTS (Aus) Ltd which has a principle place of business in Australia but is incorporated in New Zealand. Ownership Interest Held by the Group Name of Subsidiary Principal Place of Business 2026 % 2025 % Credit Clear IP Pty Ltd (formerly Credit Clear International Pty Ltd) Australia 100 100 Oakbridge Lawyers Pty Ltd Australia 100 100 Credit Clear International Pty Ltd Australia 100 100 Credit Clear Trading Pty Ltd Australia 100 100 Credit Clear Legal Pty Ltd Australia 100 100 ARMA Group Holdings Pty Ltd Australia 100 100 Force Legal Pty Ltd Australia 100 100 NZ Recoveries Ltd New Zealand 100 100 ADC Legal Pty Ltd Australia 100 100 Debt Recoveries Australia Pty Ltd Australia 100 100 Nova Team Solutions Inc. Philippines 100 100 ASI Field Services Pty Ltd (formerly Wired Payments Pty Ltd) Australia 100 100 Credit Clear (UK Holdings) Ltd United Kingdom 100 0 Arc (Europe) Ltd United Kingdom 100 0 Credit Clear DTS Holdings Ltd New Zealand 100 0 Credit Clear DTS Ltd New Zealand 100 0 Credit Clear DTS UK Ltd United Kingdom 100 0 Credit Clear DTS (US) LLC United States 100 0 Credit Clear DTS Canada Ltd Canada 100 0 Credit Clear DTS (Aus) Ltd Australia 100 0 During the year, Credit Clear Limited established an employee share trust (Credit Clear Employee Share Plan Pty Ltd) to help facilitate the share-based scheme to employees. The entity operates independently and does not form part of the Credit Clear Ltd legal entity group.
Page 67
66 ((bb)) AAccqquuiissiittiioonn ooff AArrcc ((EEuurrooppee)) LLttdd On 1 January 2026, Credit Clear Limited acquired a 100% interest in ARC (Europe) Ltd which resulted in obtaining control of the company. This acquisition has been accounted for on a provisional basis at 30 June 2026. The following table shows the assets acquired, liabilities assumed and the purchase consideration at the acquisition date. Fair Value $000 Purchase consideration: Cash 8,173 – Shares issued in Credit Clear Limited 2,214 – Contingent consideration 6,479 Total purchase consideration 16,866 Assets or liabilities acquired: Cash 1,924 Trust funds - clients 711 Trade receivables 1,140 Prepayments 193 Right of use assets 846 Fixed assets 75 Trade payables (406) Sundry payables and accrued expenses (929) Lease liabilities (846) Tax payable (417) Identifiable assets acquired and liabilities assumed 2,291 Purchase consideration 16,866 Less: Identifiable net assets acquired (2,291) Intangible Assets Acquired 14,575 The Group is in the process of undertaking an independent valuation to calculate the identifiable intangible assets acquired on acquisition of ARC (Europe) Ltd on 1 January 2026 and hence any values disclosed are preliminary only. Goodwill and Identifiable intangible assets pending valuation 14,575 A portion of the consideration ($2.2m) was settled in shares. The Group issued 8,227,805 shares based on the 5-day weighted average share price up to 1 January 2026 which equated to $0.27 per share. CCoonnttiinnggeenntt ccoonnssiiddeerraattiioonn Financial assets and liabilities that are carried at fair value are measured by the following fair value measurement hierarchy: Level 1: the fair value of financial instruments traded in active markets (such as publicly traded derivatives and equity securities) is based on quoted market prices at the end of the reporting period; Level 2: the fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity specific estimates. If all signific ant inputs required to fair value an instrument are observable, the instrument is included in level 2; and Level 3: if one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. Financial liability Level 2026 $’000 2025 $’000 Contingent consideration as at 1 January 2026 (Acquisition date) 3 6,479 - Foreign exchange movement (278) - R evaluation (See below) (2,514) C ontingent consideration as at 30 June 2026 3 3,687 - Th e contingent consideration is classified as a financial liability at fair value through profit or loss.
Page 68
credit clear limited annual report 2026 67 It is also denominated in GBP and hence will be subject to foreign exchange movements. On 30 June 2026, the Credit Clear share price had decreased to $0.16 which along with foreign exchange movements, has the effect of decreasing the company’s liability by $2,791,126 with a corresponding credit to profit or loss. This is due to the number of Credit Clear shares used to settle the liability being locked at $0.27 and hence as the Credit Clear share price has reduced this has a corresponding eff ect on the valu e of the liability. The profit or loss impact has been shown separately within the line “Acquisitions – contingent consideration adjustment”. As performance period is 24 months from acquisition through to 1 January 2028 this liability has been classified as non-current. As performance period is 24 months from acquisition through to December 2028 this liability has been classified as non - current. ((cc)) AAccqquuiissiittiioonn ooff DDiiggiittaall TTeecchh SSoolluuttiioonnss ((DDTTSS)) GGrroouupp On 30 January 2026, Credit Clear Limited acquired a 100% interest in Credit Clear DTS Holdings Ltd , Credit Clear DTS Ltd, Credit Clear DTS UK Ltd, Credit Clear DTS (US) LLC, Credit Clear DTS Canada Ltd and Credit Clear DTS (Aus) Ltd, collectively the DTS group, which resulted in obtaining control of those entities. This acquisition has been accounted for on a provisional basis at 30 June 2026. The following table shows the assets acquired, liabilities assumed and the purchase consideration at the acquisition date. Fair Value $000 Purchase consideration: Cash 7,750 – Net cash adjustment paid 168 Total purchase consideration 7,918 Assets or liabilities acquired: Cash 361 Trade receivables 1,949 Prepayments 143 Right of use assets 212 Fixed assets 109 Trade payables (238) Sundry payables and accrued expenses (573) Employee leave provisions (329) Lease liabilities (200) Provision for office makegood (78) Tax payable 18 Identifiable assets acquired and liabilities assumed 1,374 Purchase consideration 7,918 Less: Identifiable net assets acquired (1,374) Intangible Assets Acquired 6,544 Th e Group is in the process of undertaking an independent valuation to calculate the identifiable intangible assets acquired on acquisition of the DTS Group 30 January 2026 and hence any values disclosed are preliminary only. Goodwill and Identifiable intangible assets pending valuation 6,544
Page 69
68 NNoottee 2288:: CCoonnttiinnggeenntt LLiiaabbiilliittiieess AACCCCCC pprroocceeeeddiinnggss —— AARRMMAA GGrroouupp HHoollddiinnggss PPttyy LLttdd aanndd FFoorrccee LLeeggaall PPttyy LLttdd On 24 June 2026, the ACCC commenced proceedings in the Federal Court of Australia against ARMA Group Holdings Pty Ltd ("ARMA") and Force Legal Pty Ltd ("Force Legal"), each a wholly owned subsidiary of Credit Clear Limited. The ACCC alleges that debt collection communications sent to certain consumers between 6 February 2022 and 26 September 2025 contravened sections of the Australian Consumer Law ("ACL"), and that ARMA was knowingly concerned in, or aided and abetted, Force Legal's alleged contraventions. The ACCC seeks declarations, pecuniary penalties, injunctions, non-party consumer redress, compliance and publication orders, and costs. No amount has been quantified by the ACCC. The maximum penalty for each breach of the ACL increased on 10 November 2022, part way through the period of the alleged conduct. If Credit Clear is found to have contravened the ACL then the maximum penalty framework is defined within the Competition and Consumer Act 2010 and has the potential to be highly material. These are statutory limits only and are not an estimate of any penalty that may be imposed. ARMA and Force Legal have cooperated with the ACCC throughout its investigation and will continue to engage constructively through the Court process. ARMA and Force Legal are due to file their Responses to the ACCC's Concise Statement on 18 September 2026. No trial date has been set. ARMA and Force Legal are defending the proceedings and hence the number of the alleged contraventions is yet to be determined. The potential outcomes of this proceeding cannot be reliably estimated at this time as any penalty is inherently discretionary within a broad range. This has been treated as a contingent liability in accordance with AASB 137 for which no provision was recognised as at 30 June 2026. There are no other material contingent liabilities. NNoottee 2299:: CCaasshh FFllooww IInnffoorrmmaattiioonn Consolidated Group 2026 $000 2025 $000 ((aa)) RReeccoonncciilliiaattiioonn ooff CCaasshh FFlloowwss ffrroomm OOppeerraattiinngg AAccttiivviittiieess wwiitthh PPrrooffiitt aafftteerr IInnccoommee TTaaxx Profit after income tax 4,346 3,545 Non-cash flows in loss: – Amortisation of intangible assets 4,367 4,701 – Depreciation of right of use assets 1,555 1,309 – Depreciation 336 227 – Share-based payments 1,656 1,295 – Profit on disposal of assets (49) – Changes in assets and liabilities, net of the effects of purchase and disposal of subsidiaries: – (increase)/decrease in trade and other receivables (1,089) (799) – (increase)/decrease in other assets (265) (5,616) – (decrease)/increase in trade payables and accruals (5,037) 1,154 – (decrease)/increase in investments (215) - – (decrease)/increase in provisions and reserves (460) (1,491) – Increase/(decrease) in Share Capital 1,422 1,462 Net cash generated by operating activities 6,567 5,787
Page 70
credit clear limited annual report 2026 69 ((bb)) CChhaannggeess iinn LLiiaabbiilliittiieess aarriissiinngg ffrroomm FFiinnaanncciinngg AAccttiivviittiieess Non‑‑cash changes 1 July 2025 $000 Cash flows Additional Office leases 30 June 2026 $000 Lease liabilities 3,931 (1,491) 2,237 4,677 Borrowings - 5,500 - 5,500 Insurance premium funding 145 (43) - 102 Total 4,076 3,966 2,237 10,279 NNoottee 3300:: EEvveennttss aafftteerr tthhee RReeppoorrttiinngg PPeerriioodd Joshua Reid commenced as an Executive Director on 20 July 2026 and will be appointed Managing Director of ARMA Group Holdings Pty Ltd and interim Chief Executive of Credit Clear effective 1 September 2026. Andrew Smith will step down as Chief Executive Officer with effect of Joshua Reid’s appointment and will continue as Executive Director until the Company’s Annual General Meeting in November, following which he will transition to a non-executive director. No other matters or circumstances have arisen since the end of the financial year which significantly affected or could significantly affect the operations of the group, the results of those operations, or the state of affairs of the group in future financial years. NNoottee 3311:: RReellaatteedd PPaarrttyy TTrraannssaaccttiioonnss ((aa)) RReellaatteedd ppaarrttiieess The Group’s main related parties are as follows: ((ii)) EEnnttiittiieess eexxeerrcciissiinngg ccoonnttrrooll oovveerr tthhee GGrroouupp:: The ultimate Parent Entity that exercises control over the Group is Credit Clear Limited, which is incorporated in Australia. ((iiii)) KKeeyy mmaannaaggeemmeenntt ppeerrssoonnnneell:: Any person(s) having authority and responsibility for planning, directing and controlling the activities of the entity, direc tly or indirectly, including any director (whether executive or otherwise) of that entity, are considered key management personnel. For details of disclosures relating to key management personnel, refer to Note 23. ((iiiiii)) OOtthheerr rreellaatteedd ppaarrttiieess:: Other related parties include entities controlled by the ultimate Parent Entity and entities over which key management personnel have joint control. ((bb)) TTrraannssaaccttiioonnss wwiitthh rreellaatteedd ppaarrttiieess Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated. The following transactions occurred with related parties: 2026 $000 2025 $000 ((ii)) AAuussttrraalliiaann RReeccoovveerriieess && MMeerrccaannttiillee AAggeennttss PPttyy LLttdd Collection administration fees 188 171 Collection administration fees payable 22 37 ((iiii)) ee--MMaattrriixx Training and Development Fees 168 130 Training & Development fees payable 13 19 ((iiiiii)) RRoommaannoo FFaammiillyy HHoollddiinnggss PPttyy LLttdd - Repayments received 31 83 Fees receivable 94 125 All transactions were made on normal commercial terms and conditions and at market rates. The fee receivable from Romano Family Holdings in an amount of $93,750 relates to a historic legal matter which was settled on commercially viable terms that includes payments with full repayment by 1 December 2026. During the year ended 30 June 2026, the Company issued 32,000,000 ordinary shares to Paul Dwyer, Chairman of the Company, at an issue price of $0.25 per share for total cash consideration of $8.0 million. This was completed as part of the wider capital raise and approved at an EGM meeting on 27 January 2026.
Page 71
70 NNoottee 3322:: FFiinnaanncciiaall RRiisskk MMaannaaggeemmeenntt Cash and cash equivalents, trade and other receivables, and trade and other payables are short -term instruments in nature whose carrying amounts are equivalent to their values. The Group does not subsequently measure any liabilities at fair value on a non-recurring basis. FFiinnaanncciiaall RRiisskk MMaannaaggeemmeenntt PPoolliicciieess The Risk and Audit Committee (RAC) has been delegated responsibility by the Board of Directors for, among other issues, managing financial risk exposures of the Group. The RAC monitors the Group’s financial risk management policies and exposures and approv es financial transactions within the scope of its authority. It also reviews the effectiveness of internal controls relating to counterparty credit risk, foreign currency risk, liquidity risk, and interest rate risk. The RAC meets o n quarterly basis and updates are provided to the Board as a standing agenda item. The RAC’s overall risk management strategy seeks to assist the Consolidated Group in meeting its financial targets, while minimising potential adverse effects on financial performance. Its functions include the review of credit risk policies and future cash flow requirements. SSppeecciiffiicc ffiinnaanncciiaall rriisskk eexxppoossuurreess aanndd mmaannaaggeemmeenntt The main risks the Group is exposed to through its financial instruments are credit risk, liquidity risk, and market risk consisting of interest rate risk and foreign currency risk and other price risk. There have been no substantive changes in the types of risks the Group is exposed to, how these risks arise, or the Board’s objectives, policies and processes for managing or measuring the risks from the previous period. ((aa)) CCrreeddiitt rriisskk Exposure to credit risk relating to financial assets arises from the potential non -performance by counterparties of contract obligations that could lead to a financial loss to the Group. Credit risk is managed through the maintenance of procedures (such as the monitoring of the financial stability of significan t customers and counterparties), ensuring to the extent possible that customers and counterparties to transactions are of sound credit worthiness. Such monitoring is used in assessing receivables for impairment. Depending on the division within the Group, credit terms are generally 14 to 45 days from the invoice date. Risk is also minimised through investing surplus funds in financial institutions that maintain a high credit rating, or in entities that the RAC has otherwise assessed as being financially sound. CCrreeddiitt rriisskk eexxppoossuurreess The maximum exposure to credit risk by class of recognised financial assets at the end of the reporting period excluding the value of any collateral or other security held, is equivalent to the carrying amount (net of any provisions) as presented in the statement of financial position. The Group has no significant concentrations of credit risk with any single counterparty or group of counterparties. However, on a geographical basis, the Group has significant credit risk exposures to Australia given the substantial operations in tha t country. Details with respect to credit risk of trade and other receivables are provided in Note 8. Trade and other receivables that are neither past due nor impaired are considered to be of high credit quality. Aggregates of such amounts are detailed in Note 8. Credit risk related to balances with banks and other financial institutions is managed by the RAC in accordance with board approvals where required. Such policy requires that surplus funds are only invested with counterparties with a high credit rating.
Page 72
credit clear limited annual report 2026 71 ((bb)) LLiiqquuiiddiittyy rriisskk Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or otherwise meeting its obligations related to financial liabilities. The Group manages this risk through the following mechanisms: • preparing forward-looking cash flow analyses in relation to its operating, investing and financing activities; • monitoring undrawn credit facilities; • obtaining funding from a variety of sources; • maintaining a reputable credit profile; • managing credit risk related to financial assets; • only investing surplus cash with major financial institutions; and • comparing the maturity profile of financial liabilities with the realisation profile of financial assets. The table below reflects an undiscounted contractual maturity analysis for financial liabilities. Cash flows realised from financial assets reflect management’s expectation as to the timing of realisation. Actual timing may therefore differ from that disclosed. The timing of cash flows presented in the table to settle financial liabilities reflect s the earliest contractual settlement dates and does not reflect management’s expectations that banking facilities will be rolled forward. Financial liability and financial asset maturity analysis Consolidated Group Within 1 Year 1 to 5 Years Over 5 Years Total 2026 $000 2025 $000 2026 $000 2025 $000 2026 $000 2025 $000 2026 $000 2025 $000 FFiinnaanncciiaall lliiaabbiilliittiieess -- dduuee ffoorr ppaayymmeenntt Trade and other payables 7,546 6,785 – – – – 7,546 6,785 Lease liabilities 1,855 1,207 2,822 2,724 – – 4,677 3,931 Borrowings 5,500 - - - - - 5,500 - Acquisitions – contingent consideration * - - 3,674 - - - 3,674 - Total expected outflows 14,901 7,992 6,496 2,724 – – 21,397 10,716 FFiinnaanncciiaall aasssseettss –– ccaasshh fflloowwss rreeaalliissaabbllee Cash and cash equivalents 22,391 15,677 – – – – 22,391 15,677 Trade and receivables 11,145 6,777 162 129 – – 11,307 6,906 Term deposits held 0 27 984 864 – – 984 891 Total anticipated inflows 33,536 22,481 1,146 993 – – 34,682 23,474 Net (outflow)/inflow on financial instruments 18,635 14,489 (5,350) (1,731) – – 13,285 12,758 * contingent consideration will be settled in shares as disclosed in note 27.
Page 73
72 ((cc)) MMaarrkkeett rriisskk ((ii))IInntteerreesstt rraattee rriisskk Exposure to interest rate risk arises on financial assets and financial liabilities recognised at the end of the reporting pe riod whereby a future change in interest rates will affect future cash flows or the fair value of fixed rate financial instruments. The financial instruments that primarily expose the Group to interest rate risk are cash, cash equivalents and term deposits. The table below outlines the interest rate on cash at bank and financial assets: Consolidated Group 2026 2025 Weighted average interest rate % Balance $000 Weighted average interest rate % Balance $000 FFiinnaanncciiaall aasssseettss Cash and cash equivalents 3.29 22,391 3.96 15,677 Financial assets 3.85 984 4.29 891 23,375 16,568 FFiinnaanncciiaall lliiaabbiilliittiieess Borrowings 6.80 5,500 - - 5,500 - The Group is not currently exposed to any material fluctuations in interest rates. At 30 June 202 6, if interest rates had changed by +/ – 10 basis points from the year end rates, with all other variables held constant, post-tax loss for the year would have changed by $17,625 (2025: $12,831). ((iiii)) FFoorreeiiggnn ccuurrrreennccyy rriisskk Exposure to foreign currency risk may result in the fair value or future cash flows of a financial instrument fluctuating due to movement in foreign exchange rates of currencies in which the Group holds financial instruments which are other than the AUD functional currency of the Group. The Group’s exposure is limited to its operations in New Zealand. It is not currently exposed to any material fluctuations in foreign currency. ((iiiiii)) PPrriiccee rriisskk The Group is not exposed to any significant price risk. FFaaiirr VVaalluueess Cash and cash equivalents, trade and other receivables, and trade and other payables are short -term instruments in nature whose carrying amounts are equivalent to their fair values. The Group does not subsequently measure any liabilities at fair value on a non-recurring basis. NNoottee 3333:: CCoommppaannyy DDeettaaiillss The registered office of the Company is: CCrreeddiitt CClleeaarr LLiimmiitteedd Building 11, 41-43 Bourke Road Alexandria NSW 2015 TThhee pprriinncciippaall ppllaaccee ooff bbuussiinneessss iiss:: CCrreeddiitt CClleeaarr LLiimmiitteedd Building 11, 41-43 Bourke Road Alexandria NSW 2015
Page 74
credit clear limited annual report 2026 73 CCoonnssoolliiddaatteedd EEnnttiittyy DDiisscclloossuurree SSttaatteemmeenntt AS AT 30 JUNE 2026 Name of entity Type of entity Trustee, partner or participant in JV % of share capital Country of incorporation Australian resident or foreign resident Foreign jurisdiction(s) of foreign residents CCrreeddiitt CClleeaarr IIPP PPttyy LLttdd Body corporate 100 Australia Australian n/a OOaakkbbrriiddggee LLaawwyyeerrss PPttyy LLttdd Body corporate 100 Australia Australian n/a AASSII FFiieelldd SSeerrvviicceess PPttyy LLttdd Body corporate 100 Australia Australian n/a CCrreeddiitt CClleeaarr IInntteerrnnaattiioonnaall PPttyy LLttdd Body corporate 100 Australia Australian n/a CCrreeddiitt CClleeaarr TTrraaddiinngg PPttyy LLttdd Body corporate 100 Australia Australian n/a CCrreeddiitt CClleeaarr LLeeggaall PPttyy LLttdd Body corporate 100 Australia Australian n/a AARRMMAA GGrroouupp HHoollddiinnggss PPttyy LLttdd Body corporate 100 Australia Australian n/a FFoorrccee LLeeggaall PPttyy LLttdd Body corporate 100 Australia Australian n/a NNZZ RReeccoovveerriieess LLttdd Body corporate 100 New Zealand Australian n/a* AADDCC LLeeggaall PPttyy LLttdd Body corporate 100 Australia Australian n/a DDeebbtt RReeccoovveerriieess AAuussttrraalliiaa PPttyy LLttdd Body corporate 100 Australia Australian n/a NNoovvaa TTeeaamm SSoolluuttiioonnss IInncc.. Body corporate 100 Philippines Foreign Philippines CCrreeddiitt CClleeaarr ((UUKK HHoollddiinnggss)) LLttdd Body corporate 100 United Kingdom Foreign United Kingdom AArrcc ((EEuurrooppee)) LLttdd Body corporate 100 United Kingdom Foreign United Kingdom CCrreeddiitt CClleeaarr DDTTSS HHoollddiinnggss LLttdd Body corporate 100 New Zealand Foreign New Zealand CCrreeddiitt CClleeaarr DDTTSS LLttdd Body corporate 100 New Zealand Foreign New Zealand CCrreeddiitt CClleeaarr DDTTSS UUKK LLttdd Body corporate 100 United Kingdom Foreign United Kingdom CCrreeddiitt CClleeaarr DDTTSS ((UUSS)) LLLLCC Body corporate 100 United States Foreign United States CCrreeddiitt CClleeaarr DDTTSS CCaannaaddaa LLttdd Body corporate 100 Canada Foreign Canada CCrreeddiitt CClleeaarr DDTTSS ((AAuuss)) LLttdd Body Corporate 100 New Zealand Australian n/a* *Entity is also a tax resident in its respective country of incorporation. BBaassiiss ooff pprreeppaarraattiioonn This consolidated entity disclosure statement (CEDS) has been prepared in accordance with the Corporations Act 2001 and includes information for each entity that was part of the consolidated entity as at the end of the financial year in accordan ce with AASB 10 Consolidated Financial Statements."
Page 75
74 DDiirreeccttoorrss’’ DDeeccllaarraattiioonn In accordance with a resolution of the directors of Credit Clear Limited, the directors of the Company declare that: 1. the financial statements and notes, as set out on pages 27 to 72, are in accordance with the Corporations Act 2001 and: a. comply with Australian Accounting Standards applicable to the Entity, which, as stated in accounting policy Note 1 to the financial statements, constitutes compliance with International Financial Reporting Standards; and b. give a true and fair view of the financial position as at 30 June 2026 and of the performance for the year; ended on that date of the Consolidated Group; 2. in the directors’ opinion there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; 3. the consolidated entity disclosure statement on page 73 is true and correct, and 4. the directors have been given the declarations required by section 295A of the Corporations Act 2001 from the Chief Executive Officer and Chief Financial Officer. MMiicchhaaeell DDooeerryy Non-Executive Director JJoosshhuuaa RReeiidd Executive Director Dated this 27th day of August 2026 Dated this 27th day of August 2026
Page 76
credit clear limited annual report 2026 75 DDiirreeccttoorrss’’ DDeeccllaarraattiioonn In accordance with a resolution of the directors of Credit Clear Limited, the directors of the Company declare that: 1. the financial statements and notes, as set out on pages 27 to 72, are in accordance with the Corporations Act 2001 and: a. comply with Australian Accounting Standards applicable to the Entity, which, as stated in accounting policy Note 1 to the financial statements, constitutes compliance with International Financial Reporting Standards; and b. give a true and fair view of the financial position as at 30 June 2026 and of the performance for the year; ended on that date of the Consolidated Group; 2. in the directors’ opinion there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; 3. the consolidated entity disclosure statement on page 73 is true and correct, and 4. the directors have been given the declarations required by section 295A of the Corporations Act 2001 from the Chief Executive Officer and Chief Financial Officer. MMiicchhaaeell DDooeerryy Non-Executive Director JJoosshhuuaa RReeiidd Executive Director Dated this 27th day of August 2026 Dated this 27th day of August 2026 PricewaterhouseCoopers, ABN 52 780 433 757 2 Riverside Quay, SOUTHBANK VIC 3006, GPO Box 1331 MELBOURNE VIC 3001 T: +61 3 8603 1000, F: +61 3 8603 1999, www.pwc.com.au pwc.com.au Liability limited by a scheme approved under Professional Standards Legislation. Independent auditor’s report To the members of Credit Clear Limited Report on the audit of the financial report Our opinion In our opinion, the accompanying financial report of Credit Clear Limited (the Company) and its controlled entities (together the Group) is in accordance with the Corporations Act 2001, including: a) giving a true and fair view of the Group’s financial position as at 30 June 2026 and of its financial performance for the year then ended; and b) complying with Australian Accounting Standards and the Corporations Regulations 2001. What we have audited The financial report comprises: • the consolidated statement of financial position as at 30 June 2026; • the consolidated statement of profit or loss and other comprehensive income for the year then ended; • the consolidated statement of changes in equity for the year then ended; • the consolidated statement of cash flows for the year then ended; • the notes to the consolidated financial statements, including material accounting policy information and other explanatory information; • the consolidated entity disclosure statement as at 30 June 2026; and • the directors’ declaration. IInnddeeppeennddeenntt AAuuddiittoorr’’ss RReeppoorrtt Left intentionally blank
Page 77
76 2 Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial report section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional & Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to audits of the financial report of public interest entities in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. Our audit approach An audit is designed to provide reasonable assurance about whether the financial report is free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial report. We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial report as a whole, taking into account the geographic and management structure of the Group, its accounting processes and controls and the industry in which it operates. Audit Scope Our audit focused on where the Group made subjective judgements; for example, significant accounting estimates involving assumptions and inherently uncertain future events. In establishing the overall approach to the group audit, we determined the type of work that needed to be performed by us, as the group auditor.
Page 78
credit clear limited annual report 2026 77 3 Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report for the current period. The key audit matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Further, any commentary on the outcomes of a particular audit procedure is made in that context. We communicated the key audit matters to the Risk and Audit Committee. Key audit matter How our audit addressed the key audit matter Carrying value of Goodwill Refer to note 12 The Group tests the goodwill related to the Receivables Collections cash generating unit (CGU) for impairment on an annual basis under Australian Accounting Standards. The Group performed its impairment assessment using a value in use model (“the model”), based on future cash flow forecasts discounted to present value, to estimate the recoverable amount of the CGU. The impairment assessment contains significant assumptions, including; • estimating future cash flows, • discount rate, and • long-term growth rate. No impairment loss was recognised during the year. This was considered a key audit matter due to the financial significance of the carrying value of the goodwill to the consolidated statement of financial position and judgements and assumptions outlined above in determining the recoverable amount. We performed the following procedures, amongst others: • Assessed whether the level at which the impairment assessment was performed was consistent with our knowledge of the Group’s operations and internal Group reporting. • Compared the forecast cash flows used in the model to the most recent budgets approved by the Board. • Evaluated the Group’s historical ability to forecast future cash flows by comparing prior budgets to actual performance. • Compared growth rate assumptions used in the impairment model to historical results and external data sources, such as economic and industry forecasts. • With the assistance of our internal PwC valuation experts, we assessed the discount rate and terminal growth rate used in the impairment models by comparing them to external market data and comparable companies. • Evaluated the relevant financial statement disclosures for consistency with the requirements of the Australian Accounting Standards.
Page 79
78 4 Key audit matter How our audit addressed the key audit matter Acquisition of ARC (Europe) Ltd (ARC Europe) and Digital Tech Solutions (DTS) Group Refer to note 27 The Group acquired ARC (Europe) Ltd on 1 January 2026 and Digital Tech Solutions (DTS) Group on 30 January 2026. The acquisitions meet the definition of a business combination under the Australian Accounting Standards. The accounting of the acquisitions was a key audit matter due to the following: • Significance of the acquisitions and their impact to the consolidated statement of financial position. • Judgement and complexity involved relating to the determination of the fair value of the assets and liabilities acquired, • Level of judgement involved to determine the ARC (Europe) Ltd contingent consideration which included forecasting performance over a 2 year period. The accounting for the acquisitions remains provisional at the time of authorisation of the financial report. We performed the following procedures, amongst others: • Evaluated the Group’s accounting against the requirements of Australian Accounting Standards, • Assessed the fair value of the acquired assets and liabilities recognised to the underlying books and records of ARC Europe and DTS, noting the fair value assessment is yet to be completed. In relation to the valuation of the ARC (Europe) Ltd contingent consideration, we: • Evaluated whether the calculation of the contingent consideration was in accordance with the contractual arrangements and the requirements of Australian Accounting Standards. • Assessed the Group’s evaluation of whether the conditions required for the contingent consideration to be paid were likely to be met in the future based upon actual performance since acquisition and current forecasts. • Compared the forecast used in the model to the most recent budgets. • Evaluated the Group’s historical ability to forecast by comparing prior budgets to actual performance. • Assessed the reasonableness of relevant disclosures in the financial report against the requirements of the Australian Accounting Standards.
Page 80
credit clear limited annual report 2026 79 5 Key audit matter How our audit addressed the key audit matter Contingent liability disclosure for ACCC proceedings Refer to note 28 The ongoing legal and regulatory matter involving the Australian Competition and Consumer Commission (ACCC), may result in costs associated with litigation, fines and penalties, compensation, and/or other regulatory enforcement actions. Such costs are uncertain and are dependent on the outcome of legal and regulatory processes which remain ongoing. We considered this a key audit matter because of the significant judgement that is required by the Group to determine the appropriate recognition, measurement and disclosure of this matter. We performed the following procedures, amongst others: • Evaluated the design and implementation of the Group’s processes and controls for identifying and assessing the impact of relevant legal and regulatory matters. • Evaluated the nature and status of the legal and regulatory matter, including the current status, to determine whether a provision and/or contingent liability is required in accordance with Australian Accounting Standards. • Assessed the reasonableness of relevant disclosures in the financial report against the requirements of the Australian Accounting Standards. Other information The directors are responsible for the other information. The other information comprises the information included in the annual report for the year ended 30 June 2026, but does not include the financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon through our opinion on the financial report. We have issued a separate opinion on the remuneration report. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Page 81
80 6 Responsibilities of the directors for the financial report The directors of the Company are responsible for the preparation of the financial report in accordance with Australian Accounting Standards and the Corporations Act 2001, including giving a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of the financial report that is free from material misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial report. A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website at: https://auasb.gov.au/media/bwvjcgre/ar1_2024.pdf. This description forms part of our auditor’s report. Report on the remuneration report Our opinion on the remuneration report We have audited the remuneration report included in the directors’ report for the year ended 30 June 2026. In our opinion, the remuneration report of Credit Clear Limited for the year ended 30 June 2026 complies with section 300A of the Corporations Act 2001.
Page 82
credit clear limited annual report 2026 81 7 Responsibilities The directors of the Company are responsible for the preparation and presentation of the remuneration report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the remuneration report, based on our audit conducted in accordance with Australian Auditing Standards. PricewaterhouseCoopers David Patterson Melbourne Partner 27 August 2026
Page 83
82 ((ee)) 2200 LLaarrggeesstt SShhaarreehhoollddeerrss –– OOrrddiinnaarryy SShhaarreess Name Number of Ordinary Fully Paid Shares Held % Held of Issued Ordinary Capital 1 CITICORP NOMINEES PTY LIMITED 57,904,995 11.65 2 MCHALEM NO 3 PTY LTD <MELISSA DWYER FAMILY A/C> 41,744,024 8.40 3 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 27,075,520 5.45 4 UBS NOMINEES PTY LTD 24,022,072 4.83 5 THORNEY INTERNATIONAL PTY LTD 22,707,840 4.57 6 BOND STREET CUSTODIANS LIMITED <SALTER - D79836 A/C> 22,400,000 4.51 7 ASJS & ASSOCIATES PTY LTD <ASJS FAMILY A/C> 19,190,611 3.86 8 MR CLARK ELLIOTT PERKINS 19,132,337 3.85 9 RUBINO GROUP PTY LTD <RUBINO GROUP A/C> 19,071,636 3.84 10 CREDIT CLEAR EMPLOYEE SHARE PLAN PTY LTD 13,931,207 2.80 11 SANDHURST TRUSTEES LTD <JMFG CONSOL A/C> 10,124,015 2.04 12 GLENDALE DWYER PTY LTD <DWYER FAMILY A/C> 8,320,784 1.67 13 NAMARONG INVESTMENTS PTY. LTD. <THE HANSEN INVESTMENT A/C> 5,808,665 1.17 14 JASFORCE PTY LTD <ALEX WAISLITZ RETIREMENT A/C> 5,741,666 1.16 15 BUNGEELTAP PTY LTD 5,713,003 1.15 16 INVIA CUSTODIAN PTY LIMITED <BILLINGSBY ESTATE A/C> 4,546,794 0.91 17 MS BELINDA NIXON 4,474,771 0.90 18 NAMARONG INVESTMENTS PTY LTD <THE HANSEN INVESTMENT A/C> 4,392,567 0.88 19 DEWI RHODES FOX 4,278,459 0.86 20 BOLLINGER INVESTMENTS LIMITED <BRIGHTSIDE A/C> 4,000,000 0.80 TToottaallss:: TToopp 2200 hhoollddeerrss ooff FFUULLLLYY PPAAIIDD OORRDDIINNAARRYY SSHHAARREESS ((TToottaall)) 332244,,558800,,996666 6655..3300 CCoommppaannyy SSeeccrreettaarryy The name of the Company Secretary is Adam Gallagher. AAddddrreessss The address of the principal and registered office is: Building 11, 41-43 Bourke Road, Alexandria NSW 2015. Telephone 02 9189 9541. SSeeccuurriittiieess RReeggiisstteerr Register of securities are held at the following address: Yarra Falls, 452 Johnstone Street, Abbotsford VIC 3067. SSttoocckk EExxcchhaannggee LLiissttiinngg Quotation has been granted for all the ordinary shares of the Company on all Member Exchanges of the Australian Securities Exchange Limited. UUnnqquuootteedd SSeeccuurriittiieess Unlisted options to acquire ordinary shares 36,800,000 Performance Rights over ordinary shares 9,570,211 AAddddiittiioonnaall IInnffoorrmmaattiioonn FFOORR LLIISSTTEEDD PPUUBBLLIICC CCOOMMPPAANNIIEESS TThhee ffoolllloowwiinngg iinnffoorrmmaattiioonn iiss ccuurrrreenntt aass aatt 2244 AAuugguusstt 22002266:: SShhaarreehhoollddiinngg ((aa)) DDiissttrriibbuuttiioonn ooff SShhaarreehhoollddeerrss Number Category (size of holding): Holders 1–1,000 6633 1,001–5,000 444466 5,001–10,000 229933 10,001–100,000 557777 100,001 and over 229999 11,,667788 ((bb)) TThhee nnuummbbeerr ooff sshhaarreehhoollddiinnggss hheelldd iinn lleessss tthhaann aa mmaarrkkeettaabbllee ppaarrcceell wwaass 337733 wwiitthh ttoottaall sshhaarreess ooff 779922,,881199.. ((cc)) TThhee nnaammeess ooff tthhee ssuubbssttaannttiiaall sshhaarreehhoollddeerrss ooff tthhee CCoommppaannyy aarree:: Number Shareholder: Ordinary Shares CITICORP NOMINEES PTY LIMITED 5577,,990044,,999955 MCHALEM NO 3 PTY LTD <MELISSA DWYER FAMILY A/C> 4411,,774444,,002244 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 2277,,007755,,552200 ((dd)) VVoottiinngg RRiigghhttss The voting rights attaching to each class of equity securities are set out below. OOrrddiinnaarryy SShhaarreess Each ordinary share is entitled to one vote when a poll is called; otherwise each member present at a meeting or by proxy has one vote. OOppttiioonnss Options carry the standard voting rights available to ordinary shareholders when converted to ordinary shares. PPeerrffoorrmmaannccee rriigghhttss Performance rights carry the standard voting rights available to ordinary shareholders when converted to ordinary shares.
Page 84
credit clear limited annual report 2026 83 ((ee)) 2200 LLaarrggeesstt SShhaarreehhoollddeerrss –– OOrrddiinnaarryy SShhaarreess Name Number of Ordinary Fully Paid Shares Held % Held of Issued Ordinary Capital 1 CITICORP NOMINEES PTY LIMITED 57,904,995 11.65 2 MCHALEM NO 3 PTY LTD <MELISSA DWYER FAMILY A/C> 41,744,024 8.40 3 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 27,075,520 5.45 4 UBS NOMINEES PTY LTD 24,022,072 4.83 5 THORNEY INTERNATIONAL PTY LTD 22,707,840 4.57 6 BOND STREET CUSTODIANS LIMITED <SALTER - D79836 A/C> 22,400,000 4.51 7 ASJS & ASSOCIATES PTY LTD <ASJS FAMILY A/C> 19,190,611 3.86 8 MR CLARK ELLIOTT PERKINS 19,132,337 3.85 9 RUBINO GROUP PTY LTD <RUBINO GROUP A/C> 19,071,636 3.84 10 CREDIT CLEAR EMPLOYEE SHARE PLAN PTY LTD 13,931,207 2.80 11 SANDHURST TRUSTEES LTD <JMFG CONSOL A/C> 10,124,015 2.04 12 GLENDALE DWYER PTY LTD <DWYER FAMILY A/C> 8,320,784 1.67 13 NAMARONG INVESTMENTS PTY. LTD. <THE HANSEN INVESTMENT A/C> 5,808,665 1.17 14 JASFORCE PTY LTD <ALEX WAISLITZ RETIREMENT A/C> 5,741,666 1.16 15 BUNGEELTAP PTY LTD 5,713,003 1.15 16 INVIA CUSTODIAN PTY LIMITED <BILLINGSBY ESTATE A/C> 4,546,794 0.91 17 MS BELINDA NIXON 4,474,771 0.90 18 NAMARONG INVESTMENTS PTY LTD <THE HANSEN INVESTMENT A/C> 4,392,567 0.88 19 DEWI RHODES FOX 4,278,459 0.86 20 BOLLINGER INVESTMENTS LIMITED <BRIGHTSIDE A/C> 4,000,000 0.80 TToottaallss:: TToopp 2200 hhoollddeerrss ooff FFUULLLLYY PPAAIIDD OORRDDIINNAARRYY SSHHAARREESS ((TToottaall)) 332244,,558800,,996666 6655..3300 CCoommppaannyy SSeeccrreettaarryy The name of the Company Secretary is Adam Gallagher. AAddddrreessss The address of the principal and registered office is: Building 11, 41-43 Bourke Road, Alexandria NSW 2015. Telephone 02 9189 9541. SSeeccuurriittiieess RReeggiisstteerr Register of securities are held at the following address: Yarra Falls, 452 Johnstone Street, Abbotsford VIC 3067. SSttoocckk EExxcchhaannggee LLiissttiinngg Quotation has been granted for all the ordinary shares of the Company on all Member Exchanges of the Australian Securities Exchange Limited. UUnnqquuootteedd SSeeccuurriittiieess Unlisted options to acquire ordinary shares 36,800,000 Performance Rights over ordinary shares 9,570,211 AAddddiittiioonnaall IInnffoorrmmaattiioonn FFOORR LLIISSTTEEDD PPUUBBLLIICC CCOOMMPPAANNIIEESS TThhee ffoolllloowwiinngg iinnffoorrmmaattiioonn iiss ccuurrrreenntt aass aatt 2244 AAuugguusstt 22002266:: SShhaarreehhoollddiinngg ((aa)) DDiissttrriibbuuttiioonn ooff SShhaarreehhoollddeerrss Number Category (size of holding): Holders 1–1,000 6633 1,001–5,000 444466 5,001–10,000 229933 10,001–100,000 557777 100,001 and over 229999 11,,667788 ((bb)) TThhee nnuummbbeerr ooff sshhaarreehhoollddiinnggss hheelldd iinn lleessss tthhaann aa mmaarrkkeettaabbllee ppaarrcceell wwaass 337733 wwiitthh ttoottaall sshhaarreess ooff 779922,,881199.. ((cc)) TThhee nnaammeess ooff tthhee ssuubbssttaannttiiaall sshhaarreehhoollddeerrss ooff tthhee CCoommppaannyy aarree:: Number Shareholder: Ordinary Shares CITICORP NOMINEES PTY LIMITED 5577,,990044,,999955 MCHALEM NO 3 PTY LTD <MELISSA DWYER FAMILY A/C> 4411,,774444,,002244 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 2277,,007755,,552200 ((dd)) VVoottiinngg RRiigghhttss The voting rights attaching to each class of equity securities are set out below. OOrrddiinnaarryy SShhaarreess Each ordinary share is entitled to one vote when a poll is called; otherwise each member present at a meeting or by proxy has one vote. OOppttiioonnss Options carry the standard voting rights available to ordinary shareholders when converted to ordinary shares. PPeerrffoorrmmaannccee rriigghhttss Performance rights carry the standard voting rights available to ordinary shareholders when converted to ordinary shares.
Page 85
84 CCoorrppoorraattee DDiirreeccttoorryy DDiirreeccttoorrss PPaauull DDwwyyeerr HHuugghh RRoobbeerrttssoonn MMiicchhaaeell DDooeerryy AAnnddrreeww SSmmiitthh JJooddiiee BBeeddooyyaa AAvveeee WWaaiisslliittzz JJoosshhuuaa RReeiidd CCoommppaannyy SSeeccrreettaarryy AAddaamm GGaallllaagghheerr CCoommppaannyy WWeebbssiittee wwwwww..ccrreeddiittcclleeaarr..ccoomm..aauu RReeggiisstteerreedd OOffffiiccee CCrreeddiitt CClleeaarr LLiimmiitteedd Building 11, 41-43 Bourke Road Alexandria NSW 2015 TTaaxx AAccccoouunnttaanntt MMoooorree AAuussttrraalliiaa ((VVIICC)) PPttyy LLttdd Level 44, 600 Bourke Street Melbourne VIC 3000 AAuuddiittoorr PPrriicceewwaatteerrhhoouusseeCCooooppeerrss 2 Riverside Quay Southbank VIC 3006 SShhaarree RReeggiissttrryy CCoommppuutteerrsshhaarree IInnvveessttoorr SSeerrvviicceess PPttyy LLiimmiitteedd Yarra Falls 452 Johnston Street Abbotsford VIC 3067
Page 86
credit clear limited annual report 2026 85 CCoorrppoorraattee DDiirreeccttoorryy DDiirreeccttoorrss PPaauull DDwwyyeerr HHuugghh RRoobbeerrttssoonn MMiicchhaaeell DDooeerryy AAnnddrreeww SSmmiitthh JJooddiiee BBeeddooyyaa AAvveeee WWaaiisslliittzz JJoosshhuuaa RReeiidd CCoommppaannyy SSeeccrreettaarryy AAddaamm GGaallllaagghheerr CCoommppaannyy WWeebbssiittee wwwwww..ccrreeddiittcclleeaarr..ccoomm..aauu RReeggiisstteerreedd OOffffiiccee CCrreeddiitt CClleeaarr LLiimmiitteedd Building 11, 41-43 Bourke Road Alexandria NSW 2015 TTaaxx AAccccoouunnttaanntt MMoooorree AAuussttrraalliiaa ((VVIICC)) PPttyy LLttdd Level 44, 600 Bourke Street Melbourne VIC 3000 AAuuddiittoorr PPrriicceewwaatteerrhhoouusseeCCooooppeerrss 2 Riverside Quay Southbank VIC 3006 SShhaarree RReeggiissttrryy CCoommppuutteerrsshhaarree IInnvveessttoorr SSeerrvviicceess PPttyy LLiimmiitteedd Yarra Falls 452 Johnston Street Abbotsford VIC 3067 www.creditclear.com.au