Annual financial statement
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Camplify Holdings Limited Appendix 4E Preliminary final report 1. Company details Name of entity: Camplify Holdings Limited ABN: 83 647 333 962 Reporting period: For the year ended 30 June 2025 Previous period: For the year ended 30 June 2024 2. Results for announcement to the market $ Revenues from ordinary activities down 12.3% to 42,093,375 Loss from ordinary activities after tax attributable to the owners of Camplify Holdings Limited up 95.1% to (15,844,309) Loss for the year attributable to the owners of Camplify Holdings Limited up 95.1% to (15,844,309) Comments The loss for the consolidated entity after providing for income tax amounted to $15,844,309 (30 June 2024: $8,119,180). 3. Net tangible assets Reporting period Previous period Cents Cents Net tangible assets per ordinary security (12.7) 1.6 4. Control gained over entities Not applicable. 5. Loss of control over entities Not applicable. 6. Dividends Current period There were no dividends paid, recommended or declared during the current financial period. Previous period There were no dividends paid, recommended or declared during the previous financial period. 7. Dividend reinvestment plans Not applicable.
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Camplify Holdings Limited Appendix 4E Preliminary final report 8. Details of associates and joint venture entities Not applicable. 9. Foreign entities Details of origin of accounting standards used in compiling the report: Results for all international operations have been determined using International Financial Reporting Standards. 10. Audit qualification or review Details of audit/review dispute or qualification (if any): The financial statements have been audited and an unmodified opinion has been issued. 11. Attachments Details of attachments: The Annual Report of Camplify Holdings Limited for the year ended 30 June 2025 is attached. 12. Signed Signed ___________________________ Date: 28 August 2025 Andrew McEvoy Chairman Newcastle
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Camplify Holdings Limited ABN 83 647 333 962 Annual Report - 30 June 2025
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Camplify Holdings Limited Corporate directory 30 June 2025 1 Directors Andrew McEvoy - Chairperson and Non-Executive Director Justin Hales - Chief Executive Officer and Executive Director Karl Trouchet - Non-Executive Director Stephanie Hinds - Non-Executive Director Company secretary Shaun Mahony Registered office C/O Growthwise 59 Parry Street Newcastle NSW 2300 Principal place of business 42 Union Street Wickham NSW 2293 Share register Automic Group Level 5, 126 Phillip Street Sydney NSW 2000 Auditor PKF (NS) Audit & Assurance Limited Partnership 755 Hunter Street Newcastle West NSW 2302 Solicitors McCabes Lawyers Level 38, 25 Martin Place Sydney NSW 2000 Stock exchange listing Camplify Holdings Limited shares are listed on the Australian Securities Exchange (ASX code: CHL) Websites www.chl.global www.camplify.com Corporate Governance Statement The Directors and management are committed to conducting the business of Camplify Holdings Limited in an ethical manner and in accordance with the highest standards of corporate governance. Camplify Holdings Limited has adopted and substantially complied with the ASX Corporate Governance Principles and Recommendations (Fourth Edition) (‘Recommendations’) to the extent appropriate to the size and nature of its operations. The Corporate Governance Statement, which sets out the corporate governance practices that were in operation during the financial year and identifies and explains any Recommendations that have not been followed, was approved by the Board at the same time as the Annual Report and can be found on the Investors page at: https://chl.global/investors/#corporate-governance.
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Camplify Holdings Limited Chair's report 30 June 2025 2 Fellow Shareholders, On behalf of the Board of Directors, I present the Annual Report for Camplify Holdings Limited for the 2025 financial year. This past year has been one of significant transition and strategic repositioning for our company. The financial results, with a group revenue of $42.1 million and a net loss after tax of $16.1 million, reflect a challenging period marked by difficult macroeconomic conditions impacting consumer spending and the final stages of a complex but necessary technology integration following our European acquisitions. While the headline numbers do not reflect the growth we have become accustomed to, they do not tell the full story. FY25 was a year of deliberate consolidation and investment. We focused our efforts on optimising our operational structure, controlling costs, and completing the critical integration of the PaulCamper platform. This work, though disruptive in the short term, has been fundamental in creating a more efficient, scalable, and globally unified technology platform that will be the engine for our future growth. Despite the headwinds, we have seen promising signs of the underlying strength of our business model. Our established markets in New Zealand and Spain continued to deliver impressive growth, with revenue increasing by 10% and 64% respectively. Furthermore, a key indicator of the health of our marketplace, the overall take rate, has strengthened to 30.2% (up 8.7%), demonstrating our ability to deliver and capture more value from our ecosystem of RV owners and hirers. The most significant and exciting development of the year has been the advancement of our proprietary member-focused protection offering, MyWay. This is more than a new product; it is a transformational shift in our strategy. For years, securing appropriate protection has been a major barrier to entry for potential RV owners. MyWay solves this problem. By launching our own member-backed protection solution, we are not only creating a significant new revenue stream with the potential for stronger margins, but we are also fundamentally changing our customer acquisition model. This "membership- first" approach allows us to engage with the entire market of 800,000-plus RV owners in Australia alone, not just those immediately ready to rent out their vehicle. With the PaulCamper migration now resolved, our focus in Europe shifts to growth, leveraging the enhanced capabilities of single global platform. Another major part of our path to profitability has been the strengthening of the executive team, including the recruitment of a new CFO with strong ASX experience, a CTO with a peer to peer marketplace background and a new CMO focused on performance based marketing and strong returns on advertising spend. In closing, the Board is confident that the difficult but essential work undertaken has created a leaner, more efficient, and technologically advanced company. With the launch of MyWay, we have laid the foundation for a new era of growth and a clear path towards sustainable profitability. I thank our CEO Justin Hales and his dedicated team for their resilience and hard work throughout this transformative year. I also extend my sincere gratitude to you, our shareholders, for your continued patience and support. We are excited about the journey ahead and look forward to delivering on the immense potential of our business in FY26 and beyond. Sincerely, Andrew McEvoy Chairman
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Camplify Holdings Limited Chief Executive Officer's report 30 June 2025 3 The 2025 financial year was a pivotal period of transition for Camplify. It was a year in which we undertook the hard, foundational work necessary to evolve our business into a truly global, scalable, and efficient platform. While our financial results reflect the short-term challenges of this transformation, the strategic milestones we achieved have fundamentally strengthened our company and set a clear course for future growth and profitability. A Year of Consolidation and Strategic Repositioning Our financial performance this year was significantly impacted by three key factors. Firstly, the final and most complex phase of migrating our PaulCamper operations onto our core technology platform proved more disruptive than anticipated, leading to a reduction in trade in our German-speaking markets. While this process was challenging, I am pleased to report that all key technical issues have been resolved. We now have a single, unified global platform, which unlocks significant operational efficiencies and allows for the rapid deployment of new products across all seven of our markets. Secondly, we saw a planned reduction in revenue from our Temporary Accommodation Program (TAP) in Australia as government contracts related to past flood events concluded. Thirdly, we made the strategic decision to exit the low-margin van sales market to sharpen our focus on our core, high-value marketplace and membership offerings. These factors, combined with a softer macroeconomic environment impacting consumer discretionary spending, contributed to a group revenue of $42.1 million and a statutory net loss after tax of $16.1 million, including a $6.0m impairment of goodwill related to the marketplace business and $1.8m in one-off expenses in the 2nd half. In response to these pressures, we executed a group-wide cost reduction program in the first half, which has already delivered an annualised operational cost saving of $4.6 million. This, coupled with the efficiencies gained from our new global platform, creates a leaner operating model as we move into FY26. Building the Future: Technology and our MyWay Protection Revolution At our core, we are a technology company, and this year we made our most significant leap forward yet. By consolidating our operations, we have improved automation, enhanced our customer self-service capabilities, and implemented a new AI- powered search algorithm that has already lifted conversion rates in Australia from 2.5% to 3.44%. This investment in technology has allowed us to reduce our workforce while improving our capacity to service our growing global customer base. The most exciting development of FY25, however, is the launch of our member-backed protection solution, MyWay. This is the culmination of a two-year project and represents a paradigm shift in our business model. The launch of MyWay in Australia and New Zealand in Q4 FY25 transitions Camplify from a marketplace-led to a "membership-first" company. This change is profound. It allows us to address the entire market of over 800,000 RV owners in Australia alone, offering a compelling, retail-first protection product. This dramatically expands our addressable market and creates a powerful new customer acquisition funnel for our rental marketplace. Financially, the impact is expected to be significant. Based on our current member levels, we project the new model will increase annualised billings from $8.0 million to over $10 million and, crucially, is forecast to significantly improve the gross profit margin on these products. Outlook for FY26 We enter FY26 a more focused, efficient, and capable company. Our priorities are clear: 1.Drive recovery and growth in our European markets, leveraging the full capabilities of our new platform. 2.Aggressively scale our MyWay membership program in Australia and New Zealand, capturing the significant revenue and margin opportunities. 3.Maintain our growth momentum in strong-performing markets like New Zealand, the UK, and Spain. 4.Realise the full-year benefit of our cost-out initiatives and continue to drive operational leverage through technology and AI. The foundational work is complete. We have a world-class global platform, a game-changing protection product, and a clear strategy to achieve our long-term goals of reaching $125 million in revenue and a 20% BAU EBITDA margin. The challenges of FY25 were significant, but they were met with decisive action and strategic foresight.
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Camplify Holdings Limited Chief Executive Officer's report 30 June 2025 4 I want to thank our incredible team for their dedication and perseverance throughout this demanding year. And to you, our shareholders, I extend my gratitude for your continued support. We are now positioned to reap the rewards of this transformative period and are incredibly excited to deliver on the promise of our strategy in the year ahead. Sincerely, Justin Hales CEO - Camplify Holdings Limited
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Camplify Holdings Limited Directors' report 30 June 2025 5 The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the 'consolidated entity') consisting of Camplify Holdings Limited (referred to hereafter as the 'company' or 'parent entity') and the entities it controlled at the end of, or during, the year ended 30 June 2025. Directors The following persons were directors of Camplify Holdings Limited during the whole of the financial year and up to the date of this report, unless otherwise stated: Current: Andrew McEvoy - Chairperson and Non-Executive Director (appointed as Chairperson on 13 November 2024) Justin Hales - Chief Executive Officer and Executive Director Karl Trouchet - Non-Executive Director Stephanie Hinds - Non-Executive Director Former: Helen Souness - Non-Executive Director (resigned on 13 November 2024) Trent Bagnall - Non-Executive Director (resigned as Chairperson on 13 November 2024, resigned as Non-Executive Director on 18 August 2025) Principal activities Camplify Holdings Limited, comprised of Camplify and PaulCamper, operates one of the world’s leading peer-to-peer (P2P) digital marketplace platforms connecting recreational vehicle (RV) owners with hirers. With operations in Australia, New Zealand, Spain, United Kingdom, Germany, Austria and the Netherlands. Camplify and PaulCamper deliver a seamless and transparent experience for consumers looking to travel and connect with local RV owners. A wide variety of caravans, motorhomes, camper trailers and campervans are available to hire via the respective platforms. The principal activities also now include the MyWay operations including the newly established MyWay Mutual. Dividends There were no dividends paid, recommended or declared during the current or previous financial year. Review of operations The loss for the consolidated entity after providing for income tax amounted to $15,844,309 (30 June 2024: $8,119,180). CHL remains positive on the outlook for FY26 results. During the year 30 June 2025 CHL was able to launch the Mutual operations, consolidate fleet and memberships in the Australia and New Zealand markets and implement a significant cost reduction program. The operating results of the consolidated entity for the financial year after providing income tax is set out below: Consolidated 2025 2024 $ $ Revenue 42,022,362 47,752,279 Loss before income tax (16,990,049) (8,263,690) Income tax benefit 1,145,740 144,510 Net loss (15,844,309) (8,119,180)
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Camplify Holdings Limited Directors' report 30 June 2025 6 Operating results by geographical region Revenue Gross Transaction Value Bookings Australia $26,385,500 (down 18%) $72,833,787 (down 16%) 45,767 (down 4%) New Zealand $5,631,820 (up 10%) $20,813,437 (up 9%) 8,236 (up 9%) United Kingdom $2,683,754 (up 16%) $8,118,154 (down 20%) 5,249 (down 10%) Spain $539,544 (up 64%) $2,014,496 (up 27%) 1691 (up 31%) Germany $6,380,296 (down 8%) $33,614,567 (down 14%) 17,293 (down 27%) Austria $180,855 (down 24%) $1,276,784 (down 15%) 754 (down 22%) Netherlands $220,593 (down 68%) $831,531 (down 69%) 899 (down 52%) Significant changes in the state of affairs From 1 May 2025 the consolidated group included the operations of the newly established MyWay Mutual Holdings Ltd and its associated entities, Windward Insurance PCC Limited – My Way Cell and Tangerine Discretionary PCC Limited – My Cell. On 28 September 2024, 157,043 share options issued under a share option plan in 2023 expired without being exercised (refer note 26). On 12 December 2024, 2,025,470 share options issued under a share option plan in 2020 expired without being exercised (refer note 26). There were no other significant changes in the state of affairs of the consolidated entity during the financial year. Matters subsequent to the end of the financial year No matter or circumstance has arisen since 30 June 2025 that has significantly affected, or may significantly affect the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial years. Likely developments and expected results of operations Likely developments in the operations of the consolidated entity and the expected results of those operations in subsequent financial years have been discussed where appropriate in the operating and financial review. Inclusion and diversity Camplify Holdings Limited recognises the value inherent in a diverse workforce and is committed to the maintenance and promotion of workplace diversity as recommended by the ASX. The Board has approved a Diversity Policy, which sets out a framework for implementing new and existing diversity-related initiatives in the business. Amongst other things, the company will set measurable objectives relating to diversity (including but not limited to gender, race, marital or family status, sexual orientation, gender identity, age, disabilities, ethnicity, religious or political beliefs, socioeconomic, educational, or cultural background, perspective and experience) at all senior executive and leadership roles. The Board has set an initial diversity target in relation to gender diversity with a medium-term target of 50% and an immediate minimum of 30% women. 2025 2024 Men Women Men Women % % % % Number of employees 54% 46% 49% 51% Number of key management personnel 100% - 50% 50% Number of directors 75% 25% 67% 33% Material business risk Platform risks As the company operates a two-sided platform, the company's future growth and profitability is dependent on that platform being vibrant and active. The company's business relies on hirers utilising the platform and on owners listing RV's on the platform. The growth of the company is also reliant on attracting and retaining customers to use its platform and converting those customers into new and repeat customers. Various factors can impact this conversion rate which in turn could impact the company's ability to meet stated objectives and could adversely impact the operations and financial performance of the company. Performance of technology The company is heavily reliant on information technology to make the company's platform available to users. There is a risk that the company, its web host or the platform's third-party integrations may fail to adequately maintain their information technology systems, which may cause disruptions to the company's business. There is also a risk that system failures or delays, corruption of databases or
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Camplify Holdings Limited Directors' report 30 June 2025 7 other electronic information, power failures, issues with upgrades, technical malfunctions and other disruptions to information technology systems used by the company, its web host or the platform's third-party integrations or its users may cause disruptions to the platform or adversely affect user experience on the platform. Innovation The company's success in the future may depend on its ability to continue to identify and deploy the most appropriate new technologies and features. The ability to improve the company's existing products and services and develop new products and services is subject to risks inherent in the development process. There is a risk that the company may fail to update its platform to adopt new technologies, or that other businesses may develop or adopt new technologies which give them a competitive advantage over the company's platform. This may render the company's business less competitive. Growth strategies As the company plans to continue expanding its cross-border operations into existing and new markets, there is a risk that the company may face challenges (including legal or regulatory) in which it has limited or no experience in dealing with. The success of the company's expansion may be affected by a number of factors, including, without limitation, existing incumbent competitors, the timing for and rate of uptake of the company's platform, differing consumer demands and sentiments, differing regulatory requirements, the ability to enforce intellectual property rights, exchange rate fluctuations and differing tax treatments in different jurisdictions. The company may have to expend significant resources, such as costs and time, to establish operations, and market itself and develop its presence in those jurisdictions. Insurance risk The company is exposed to insurance risks through its reliance on third-party providers and the launch of its MyWay captive solution. Key risks include potential premium increases from external insurers, claims volatility impacting profitability, and the assumption of underwriting risk, which is mitigated by excess-of-loss reinsurance. The adequacy of coverage across all jurisdictions and for all potential events remains a critical risk. Ensuring regulatory compliance for the new member- backed protection model across multiple countries is also a key area of risk. Fraud and fictitious transactions The company may be exposed to and encounter risks with regard to fraudulent activity by platform users. This may involve hirers not receiving goods they have purchased or bookings they have reserved, owner's not receiving full payment for hires and the company not receiving full payments it is contracted to receive. Negative publicity and user sentiment generated as a result of actual or alleged fraudulent or deceptive conduct on the company's platform could severely diminish consumer confidence in and use of the company's platform. Cyber security and data protection The company collects a wide range of personal, financial and service usage data and other confidential information from users in the ordinary course of its business, such as contact details and addresses, and stores that data electronically. The platform also includes third-party integrations who may collect information on the company's users, such as payment details. As an online business, the company is subject to cyber attacks. The company and, as far as the company is aware, those third-party integrations have systems in place to maintain the confidentiality and security of that data and detect and prevent unauthorised access to, or disclosure of, that data. There can be no guarantee that the systems will completely protect against data breaches and other data security incidents. Compliance in overseas jurisdictions The company has overseas operations in New Zealand, United Kingdom, Spain, Germany, Austria and Netherlands. There is a risk that a breach of applicable regulatory rules may be discovered which could result in penalties being incurred for any breach of such requirements and additional requirements may also be imposed by such regulatory rules as to the manner of the conduct of business in these jurisdictions which may result in material additional costs to the company or may make the conduct of certain of these overseas operations not commercially viable. Achievement of synergies There is a risk that the realisation of synergies or benefits of acquisitions may not be achieved in a timely manner, at all or to the extent envisaged, or that the costs associated with achieving them may be higher than anticipated. Potential issues and complications influencing the achievement of targeted benefits include experiencing lower than expected cost savings, experiencing lower than expected productivity improvements, experiencing lower than expected increase in services, unanticipated losses of key use only employees, and changes in market conditions.
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Camplify Holdings Limited Directors' report 30 June 2025 8 Environmental regulation The consolidated entity is not subject to any significant environmental regulation under Australian Commonwealth or State law. Information on directors Name: Andrew McEvoy Title: Chairperson and Non-Executive Director (appointed as Chairperson on 13 November 2024) Qualifications: Bachelor of Arts degree from University of Melbourne; Master of Arts degree from City University London Experience and expertise: Andrew has more than 25 years’ experience in the tourism, media, marketing and events sectors. Andrew is the Chairman of the Lux Group (owner of Luxury Escapes), a director of Destination NSW, a director of Journey Beyond, a director of OACIS and a director of the Australian Chamber Orchestra. He is a former director at Voyages Indigenous Tourism Australia and a former Chairman of Travello. He is also the former CEO and Managing Director of Tourism Australia which was judged as “World’s Best Tourism Organisation” during his tenure. He was the architect of the Tourism 2020 plan - designed to double the value of overnight tourism in Australia with a focus on aviation growth, product development and experience-based marketing. He is also an investor in several travel and technology start-ups. Andrew was CEO of the South Australian Tourism Commission and held senior roles including as head of marketing for the Melbourne Convention and Visitor Bureau. Other current directorships: None Former directorships (last 3 years): None Special responsibilities: Chair of the Board Member of Audit and Risk Committee Member of the Nominations Committee Interests in shares: 230,953 ordinary shares Interests in options: Nil Name: Justin Hales Title: Chief Executive Officer (CEO) and Executive Director Experience and expertise: Justin is the Founder of the company. Over the past 9 years, he has been building a brand, a community and growing the platform to generate revenue and expand the customer base. This includes the company’s expansion into overseas markets. Justin has not only built one of the largest RV rental companies in Australia but also developed the concept, design, and technical roadmap to deliver an industry leading solution for the RV rental industry. He is recognised as an industry expert in digital, ecommerce, and marketplaces having lectured at the University of Newcastle, Queensland University of Technology and The University of Adelaide, together with various industry seminars and events (including the Global Risk Summit) on these subjects. Justin has won numerous awards for his entrepreneurial successes including two Young Entrepreneur of the Year (Tourism and Hospitality) awards. Previously, Justin was Head of Customers at ASX listed QMASTOR (ASX:QML), in a global role improving customer satisfaction and engagement and is also Co-Founder of the Sharing Hub. Justin is also currently a member of the board of Reflections Holidays. Other current directorships: None Former directorships (last 3 years): None Special responsibilities: Member of Audit and Risk Committee Interests in shares: 5,636,525 ordinary shares Interests in options: 167,834 options over ordinary shares
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Camplify Holdings Limited Directors' report 30 June 2025 9 Name: Karl Trouchet Title: Non-Executive Director Qualifications: Bachelor of Business from Queensland University of Technology Experience and expertise: Karl led the formerly listed Apollo Tourism and Leisure Ltd (ATL), a Multinational RV rental company operating in Australia, United States of America, Canada, New Zealand, and the United Kingdom through their listing process in 2016 as their Chief Financial Officer. Karl was instrumental in driving the Apollo business forward, developing and managing new initiatives across all divisions of Apollo. In 2019, he was appointed Executive Director - Strategy and Special Projects to allow him to focus on executing Apollo’s growth strategy to become the global RV solution. This has included successfully navigating the acquisition of six RV businesses across Australia, Europe and North America. Karl has served on the Board of the company since ATL’s investment in 2017. He is currently a Non-Executive Director of Village National Holdings Limited, an unlisted public company that provides accommodation services to the mining sector. Other current directorships: None Former directorships (last 3 years): Apollo Tourism and Leisure Ltd (Listed until 30 November 2022. ASX:ATL) Special responsibilities: Chair of the Audit and Risk Committee Member of the Remuneration Committee Interests in shares: 230,000 ordinary shares Interests in options: Nil Name: Stephanie Hinds Title: Non-Executive Director Qualifications: Bachelor of Commerce from the University of Newcastle; Certified Practising Accountant (CPA) Experience and expertise: Stephanie is a CPA and Founder and director of Growthwise, one of Australia’s most progressive accounting firms. She is recognised as a technology expert in the accounting industry and has over 20 years’ experience delivering financial, leadership and business advice to startups, scaleups and businesses. Stephanie has been part of the company’s Board since 2017 and sits on several other advisory boards of high- growth technology startups. She is deeply involved in Newcastle’s entrepreneurial community. Other current directorships: None Former directorships (last 3 years): None Special responsibilities: Chair of the Nomination Committee Member of the Audit and Risk Committee Member of the Remuneration Committee Interests in shares: 493,578 ordinary shares Interests in options: Nil 'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships of all other types of entities, unless otherwise stated. 'Former directorships (last 3 years)' quoted above are directorships held in the last 3 years for listed entities only and excludes directorships of all other types of entities, unless otherwise stated. Company secretary Shaun Mahony (BCom, CA, RCA, MAICD, AMIIA) Shaun was appointed company secretary on 5 May 2021. As a Chartered Accountant he has over 30 years’ experience in both commercial and public practice accounting and is currently a partner of Pitcher Partners, providing assurance and business advisory services. Shaun brings an extensive range of experience across financial reporting and assurance, corporate governance and risk, initial public offerings, mergers and acquisitions, regulatory reporting and ASX compliance. Shaun is a director of a number of private companies, a member of a finance, audit and risk committee in the health sector and a former member of an audit and risk committee in the NSW local Government sector.
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Camplify Holdings Limited Directors' report 30 June 2025 10 Meetings of directors The number of meetings of the company's Board of Directors ('the Board') held during the year ended 30 June 2025, and the number of meetings attended by each director were: Full Board Nomination Committee Remuneration Committee Audit and Risk Committee Attended Held Attended Held Attended Held Attended Held Andrew McEvoy 12 12 1 1 - - 3 3 Justin Hales 12 12 - - - - - - Trent Bagnall 12 12 1 1 3 3 - - Karl Trouchet (1) 12 12 - - 2 2 3 3 Stephanie Hinds 12 12 1 1 3 3 2 2 Helen Souness (2) 4 4 - - - - 1 1 Held: represents the number of meetings held during the time the director held office. (1) Stepped down from role on all committees for the period 27 February 2025 to 15 April 2025 whilst Acting Chief Financial Officer. (2) Resigned 13 November 2024. Remuneration report (audited) The remuneration report details the key management personnel remuneration arrangements for the consolidated entity, in accordance with the requirements of the Corporations Act 2001 and its Regulations. Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including all directors. The remuneration report is set out under the following main headings: ● Principles used to determine the nature and amount of remuneration ● Details of remuneration ● Service agreements ● Share-based compensation ● Additional information ● Additional disclosures relating to key management personnel 2024 Annual General Meeting ('AGM') First Strike At the AGM in 2024, the company received a 'first strike' on its Remuneration Report with a 'no' vote of 25.61%. The Board took this feedback seriously and initiated a comprehensive shareholder engagement process to better understand concerns. The key feedback related to the relationship between the company’s performance and remuneration. The Directors took a 25% reduction in compensation and the company has significantly restructured its operations to move towards profitability in the coming financial year, which is expected to address these concerns. Principles used to determine the nature and amount of remuneration The objective of the consolidated entity's executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with the achievement of strategic objectives and the creation of value for shareholders, and it is considered to conform to the market best practice for the delivery of reward. The Board of directors ('the Board') ensures that executive reward satisfies the following key criteria for good reward governance practices: ● competitiveness and reasonableness; ● acceptability to shareholders; ● performance linkage / alignment of executive compensation; and ● transparency. The Remuneration Committee is responsible for determining and reviewing remuneration arrangements for its directors and executives. The performance of the consolidated entity depends on the quality of its directors and executives. The remuneration philosophy is to attract, motivate and retain high performance and high quality personnel.
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Camplify Holdings Limited Directors' report 30 June 2025 11 In consultation with external remuneration consultants (refer to the section 'Use of remuneration consultants' below), the Remuneration Committee has structured an executive remuneration framework that is market competitive and complementary to the reward strategy of the consolidated entity. The reward framework is designed to align executive reward to shareholders' interests. The Board has considered that it should seek to enhance shareholders' interests by: ● having economic profit as a core component of plan design; ● focusing on sustained growth in shareholder wealth, consisting of dividends and growth in share price, and delivering constant or increasing return on assets as well as focusing the executive on key non-financial drivers of value; and ● attracting and retaining high calibre executives. Additionally, the reward framework should seek to enhance executives' interests by: ● rewarding capability and experience; ● reflecting competitive reward for contribution to growth in shareholder wealth; and ● providing a clear structure for earning rewards. In accordance with best practice corporate governance, the structure of non-executive director and executive director remuneration is separate. Non-executive directors' remuneration Fees and payments to non-executive directors reflect the demands and responsibilities of their role. Non-executive directors' fees and payments are reviewed annually by the Remuneration Committee. The Remuneration Committee may, from time to time, receive advice from independent remuneration consultants to ensure non-executive directors' fees and payments are appropriate and in line with the market. The chairman's fees are determined independently to the fees of other non-executive directors based on comparative roles in the external market. The chairman is not present at any discussions relating to the determination of his own remuneration. Non-executive directors do not receive share options or other incentives. ASX listing rules require the aggregate non-executive directors' remuneration be determined periodically by a general meeting. The most recent determination was under the constitution with maximum annual aggregate remuneration of $900,000. Executive remuneration The consolidated entity aims to reward executives based on their position and responsibility, with a level and mix of remuneration which has both fixed and variable components. The executive remuneration and reward framework has four components: ● base pay and non-monetary benefits; ● short-term performance incentives; ● long-term incentives; and ● other remuneration such as superannuation and long service leave. The combination of these comprises the executive's total remuneration. Fixed remuneration, consisting of base salary, superannuation and non-monetary benefits, are reviewed annually by the Remuneration Committee based on individual and business unit performance, the overall performance of the consolidated entity and comparable market remunerations. Executives may receive their fixed remuneration in the form of cash or other fringe benefits (for example motor vehicle benefits) where it does not create any additional costs to the consolidated entity and provides additional value to the executive. The short-term incentives ('STI') program is designed to align the targets of the business units with the performance hurdles of executives. STI payments are granted to executives based on specific annual targets and key performance indicators ('KPI's') being achieved. KPI's include a revenue target, an expense/EBITDA target and a HR/people target. The long-term incentives ('LTI') include long service leave and share-based payments. Shares or options are awarded to executives over a period of three years based on long-term incentive measures. These include increase in shareholders' value relative to the entire market and the increase compared to the consolidated entity's direct competitors. The Remuneration Committee reviewed the long-term equity-linked performance incentives specifically for executives during the year ended 30 June 2025.
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Camplify Holdings Limited Directors' report 30 June 2025 12 The original Options based LTIP was established by the consolidated entity whereby the consolidated entity may, as determined by the Board, grant options over ordinary shares in the company to executive and senior management staff to incentivise their ongoing performance to promote continuing growth and shareholder returns. The options granted under the LTIP vest in accordance with the following criteria. Vesting is determined by the Remuneration Committee at its meeting in August following the conclusion of the applicable performance period. During the year ended 30 June 2024, following the advice received by the external consultant, a new Rights based LTIP was introduced whereby the consolidated entity may, as determined by the Board, grant performance rights over ordinary shares in the company to executive and senior management staff to incentivise their ongoing performance to promote continuing growth and shareholder returns. The first tranche of these performance rights did not vest as it had been determined by the Remuneration Committee that the hurdles for vesting in FY24 had not been achieved. The grant of rights for Tranche 2 and 3 for the CEO (168,267 performance rights) were approved by shareholders at the November 2024 Annual General Meeting but these have not yet been granted. The performance rights granted under the LTIP vest in accordance with the criteria noted below and vesting is determined by the Remuneration Committee at its meeting in August each year following the conclusion of the applicable performance period. Allocation/ Tranche Exercise price Vesting date Vesting conditions Options Based LTIP First allocation Tranche 1 1.42 Grant date Hurdle based on achieving revenue budget for FY21 (achieved). Tranche 2 1.42 Grant date Hurdle based on achieving revenue budget for FY22 (achieved). Tranche 3 1.42 Grant date Hurdle based on achieving revenue budget for FY23 (achieved). Second allocation Tranche 1 1.70 August 2024 Hurdle based on achieving revenue budget for FY22 (achieved). Tranche 2 1.70 August 2024 Hurdle based on achieving revenue budget for FY23 (achieved). Tranche 3 1.70 August 2024 Hurdle based on achieving revenue budget for FY24 (not achieved). Third allocation Tranche 1 1.66 August 2025 50% hurdle based on meeting revenue budget for FY23 (achieved). 50% hurdle based on company share price compared with the ASX:XTX* during FY23 (achieved). Tranche 2 1.66 August 2025 50% hurdle based on meeting revenue budget for FY24 (not achieved). 50% hurdle based on company share price compared with the ASX:XTX* during FY24 (not achieved). Tranche 3 1.66 August 2025 50% hurdle based on meeting revenue budget for FY25. 50% hurdle based on company share price compared with the ASX:XTX* during FY25.
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Camplify Holdings Limited Directors' report 30 June 2025 13 Allocation/ Tranche Exercise price Vesting date Vesting conditions Rights Based First allocation Tranche 1 - August 2024 12.5% hurdle based on achieving 90% of the revenue budget for FY24. Up to 12.5% hurdle based on achieving between 90% and 100% of revenue budget for FY24. 12.5% hurdle based on achieving 90% of EBITDA budget for FY24. Up to 12.5% hurdle based on achieving between 90% and 100% of EBITDA budget for FY24. 25% hurdle based on achieving 50 percentile when compared to ASX 300 Information Technology Index. Up to 25% hurdle based on achieving 50 - 70 percentile when compared to ASX 300 Information Technology Index. Tranche 2 - August 2025 12.5% hurdle based on achieving 90% of the revenue budget for FY25. Up to 12.5% hurdle based on achieving between 90% and 100% of revenue budget for FY25. 12.5% hurdle based on achieving 90% of EBITDA budget for FY25. Up to 12.5% hurdle based on achieving between 90% and 100% of EBITDA budget for FY25. 25% hurdle based on achieving 50 percentile when compared to ASX 300 Information Technology Index. Up to 25% hurdle based on achieving 50 - 70 percentile when compared to ASX 300 Information Technology Index. Tranche 3 - August 2026 12.5% hurdle based on achieving 90% of the revenue budget for FY26. Up to 12.5% hurdle based on achieving between 90% and 100% of revenue budget for FY26. 12.5% hurdle based on achieving 90% of EBITDA budget for FY26. Up to 12.5% hurdle based on achieving between 90% and 100% of EBITDA budget for FY26. 25% hurdle based on achieving 50 percentile when compared to ASX 300 Information Technology Index. Up to 25% hurdle based on achieving 50 - 70 percentile when compared to ASX 300 Information Technology Index * ASX:XTX refer to the ASX All Technology Index as quoted by the ASX under the code “XTX” Consolidated entity performance and link to remuneration Remuneration for certain individuals is directly linked to the performance of the consolidated entity. A portion of cash bonus and incentive payments are dependent on revenue targets being met, and a portion dependent on the on the company share price exceeding the All Technology Index as quoted by the ASX under code "XTX" or the ASX 300 Information Technology Index as quoted by the ASX under code "AXIKD". The remaining portion of the cash bonus and incentive payments are at the discretion of the Remuneration Committee. Refer to the section 'Additional information' below for details of the earnings and total shareholders return for the last five years. The Remuneration Committee is of the opinion that the performance-based compensation will increase shareholder wealth if maintained over the coming years. Use of remuneration consultants During the financial year ended 30 June 2025, the consolidated entity did not engage a remuneration consultant. Details of remuneration Amounts of remuneration Details of the remuneration of key management personnel of the consolidated entity are set out in the following tables.
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Camplify Holdings Limited Directors' report 30 June 2025 14 Short-term benefits Post- employme nt benefits Long-term benefits Share- based payments Cash salary Cash Non- Super- Long service Equity- and fees bonus monetary annuation leave settled Total 2025 $ $ $ $ $ $ $ Non-Executive Directors: Andrew McEvoy 98,206 - - 11,294 - - 109,500 Trent Bagnall 108,250 - - - - - 108,250 Karl Trouchet 64,574 - - 7,426 - - 72,000 Stephanie Hinds 72,000 - - - - - 72,000 Helen Souness (1) 44,087 - - - - - 44,087 Executive Director: Justin Hales 376,346 - - 30,000 7,947 13,203 427,496 Other Key Management Personnel: Andrea MacDougall (2) 229,453 - - 20,000 4,431 13,193 267,077 Brett Edwards (3) 63,736 - - 7,318 1,052 - 72,106 1,056,652 - - 76,038 13,430 26,396 1,172,516 (1) Represents remuneration from 1 July 2024 to 13 November 2024. (2) Represents remuneration from 1 July 2024 to 27 February 2025 as Chief Financial Officer. (3) Represents remuneration from 15 April 2025 to 30 June 2025 as Chief Financial Officer. Short-term benefits Post- employme nt benefits Long-term benefits Share- based payments Cash salary Cash Non- Super- Long service Equity- and fees bonus monetary annuation leave settled Total 2024 $ $ $ $ $ $ $ Non-Executive Directors: Andrew McEvoy 94,595 - - 10,405 - - 105,000 Trent Bagnall 105,000 - - - - - 105,000 Karl Trouchet 72,072 - - 7,928 - - 80,000 Stephanie Hinds 80,000 - - - - - 80,000 Helen Souness 105,000 - - - - - 105,000 Executive Director: Justin Hales 376,249 83,995 - 31,387 14,757 146,900 653,288 Other Key Management Personnel: Andrea MacDougall 330,960 39,422 - 40,636 5,133 114,909 531,060 1,163,876 123,417 - 90,356 19,890 261,809 1,659,348
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Camplify Holdings Limited Directors' report 30 June 2025 15 The proportion of remuneration linked to performance and the fixed proportion are as follows: Fixed remuneration At risk - STI At risk - LTI Name 2025 2024 2025 2024 2025 2024 Non-Executive Directors: Andrew McEvoy 100% 100% - - - - Trent Bagnall 100% 100% - - - - Karl Trouchet 100% 100% - - - - Stephanie Hinds 100% 100% - - - - Helen Souness 100% 100% - - - - Executive Director: Justin Hales 65% 65% 13% 13% 22% 22% Other Key Management Personnel: Andrea MacDougall 71% 71% 13% 7% 16% 22% The proportion of the cash bonus paid/payable or forfeited is as follows: Cash bonus paid/payable Cash bonus forfeited Name 2025 2024* 2025 2024* Executive Director: Justin Hales - - 100% 100% Other Key Management Personnel: Andrea MacDougall - - 100% 100% * The 2024 cash bonus was forfeited and was not accrued in FY24 and was not paid in FY25. Service agreements Remuneration and other terms of employment for key management personnel are formalised in service agreements. Details of these agreements are as follows: Name: Justin Hales Title: Chief Executive Officer Agreement commenced: 19 May 2014 Term of agreement: On-going basis Details: Base annual salary is $376,249 plus superannuation. Eligible for an annual bonus amount of up to 35% of total employment cost. The payment of the bonus is at the discretion of the Board and is subject to the CEO achieving certain performance and financial KPI's. Eligible to participate in the company’s employee share option plan, the company’s 3% employee share scheme and the company’s Long-Term Incentive Plan. Employment contract may be terminated by the CEO on provision of 12 weeks’ written notice. The company may terminate the CEO’s employment by giving 6 months’ written notice in the event of poor work conduct and/or performance or without notice in circumstances of serious misconduct. The company may terminate the CEO’s employment by giving 12 months’ written notice in circumstances where the CEO is unable to properly discharge obligations under the contract through accident, injury or illness or for any other reason. The company may elect to pay the CEO in lieu of part or all of the notice period.
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Camplify Holdings Limited Directors' report 30 June 2025 16 Name: Andrea MacDougall Title: Chief Financial Officer Agreement commenced: 4 November 2019 Term of agreement: Ended 27 February 2025 Details: Base annual salary is $330,000 plus superannuation. Eligible for an annual bonus amount of up to 25% of total employment cost. The payment of the bonus is subject to the employee achieving certain performance and KPIs. Eligible to participate in the company’s employee share option plan, the company’s 3% employee share scheme, and the company’s Long-Term Incentive Plan. Employment contract may be terminated by the employee on provision of 8 weeks written notice. The company may terminate employment by giving 8 weeks written notice in the event of poor work conduct and/or performance or without notice in circumstances of serious misconduct. The company may terminate employment by giving 8 weeks written notice in circumstances where employee is unable to properly discharge obligations under the contract through accident, injury or illness or for any other reason. The company may elect to pay the employee in lieu of part or all of the notice period. Name: Brett Edwards Title: Chief Financial Officer Agreement commenced: 16 April 2025 Term of agreement: On-going basis Details: Base annual salary is $300,000 plus superannuation Eligible for an annual bonus amount of up to 25% of total employment cost. The payment of the bonus is subject to the employee achieving certain performance and KPIs. Eligible to participate in the company’s employee share option plan, the company’s 3% employee share scheme, and the company’s Long-Term Incentive Plan. Employment contract may be terminated by the employee on provision of 8 weeks written notice. The company may terminate employment by giving 8 weeks written notice in the event of poor work conduct and/or performance or without notice in circumstances of serious misconduct. The company may terminate employment by giving 8 weeks written notice in circumstances where employee is unable to properly discharge obligations under the contract through accident, injury or illness or for any other reason. The company may elect to pay the employee in lieu of part or all of the notice period. Key management personnel have no entitlement to termination payments in the event of removal for misconduct. Share-based compensation Issue of shares Details of shares issued to directors and other key management personnel as part of compensation during the year ended 30 June 2025 under the employee share scheme are set out below: Name Date Shares Issue price $ Justin Hales 27 September 2024 4,026 $1.3422 5,404 10 March 2025 9,177 $0.4853 4,454 Andrea MacDougall 27 September 2024 3,882 $1.3422 5,210 10 March 2025 9,311 $0.4853 4,519 Options No options over ordinary shares were granted to directors and key management personnel under the Long-Term Incentive Plan during the year.
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Camplify Holdings Limited Directors' report 30 June 2025 17 Additional information The earnings of the consolidated entity for the five years to 30 June 2025 are summarised below: 2025 2024 2023 2022 2021 $ $ $ $ $ Sales revenue 42,022,362 47,752,279 38,228,733 16,357,473 8,465,375 Loss after income tax (15,844,309) (8,119,180) (3,608,688) (8,164,684) (2,063,995) The factors that are considered to affect total shareholders return ('TSR') are summarised below: 2025 2024 2023 2022 2021 Share price at financial year end (cents) 33.0 142.0 210.0 171.0 132.0 Basic earnings per share (cents per share) (22.2) (11.4) (6.3) (21.0) (7.2) Additional disclosures relating to key management personnel Shareholding The number of shares in the company held during the financial year by each director and other members of key management personnel of the consolidated entity, including their personally related parties, is set out below: Balance at Received Balance at the start of as part of Disposals/ the end of the year remuneration Additions other the year Ordinary shares Andrew McEvoy 83,232 - 147,721 - 230,953 Justin Hales 5,588,322 13,203 35,000 - 5,636,525 Trent Bagnall 152,857 - - - 152,857 Karl Trouchet 130,000 - 100,000 - 230,000 Stephanie Hinds 424,407 - 69,171 - 493,578 Helen Souness (1) 26,307 - - (26,307) - Andrea MacDougall (2) 16,319 13,193 - (29,512) - 6,421,444 26,396 351,892 (55,819) 6,743,913 (1) Resigned on 13 November 2024. (2) Ceased to be KMP on 27 February 2025. Option holding The number of options over ordinary shares in the company held during the financial year by each director and other members of key management personnel of the consolidated entity, including their personally related parties, is set out below: Balance at Expired/ Balance at the start of forfeited/ the end of the year Granted Exercised other the year Options over ordinary shares Justin Hales 852,059 - - (684,225) 167,834 Trent Bagnall 326,000 - - (326,000) - Andrea MacDougall (1) 337,255 - - (337,255) - 1,515,314 - - (1,347,480) 167,834 (1) Ceased to be KMP on 27 February 2025. The amount of options expired/forfeited includes is 61,972 options which expired on 28 September 2024 and 144,000 options which expired on 23 December 2024. The number of options that have vested and are exercisable at year end is nil. Other transactions with key management personnel and their related parties Trade payables to director-related entities include $6,233 payable to Growth Wise Pty Ltd (a related party to Stephanie Hinds) and $8,181 payable to Five by Five Consulting $8,181 (a related party of Trent Bagnall).
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Camplify Holdings Limited Directors' report 30 June 2025 18 This concludes the remuneration report, which has been audited. Shares under option Unissued ordinary shares of Camplify Holdings Limited under option at the date of this report are as follows: Exercise Number Grant date Expiry date price under option 28/09/2023 31/08/2025 $1.7000 182,648 28/09/2023 31/08/2026 $1.6600 412,109 19/03/2024 31/08/2025 $1.7000 66,176 19/03/2024 31/08/2026 $1.6600 101,658 762,591 No person entitled to exercise the options had or has any right by virtue of the option to participate in any share issue of the company or of any other body corporate. Shares issued on the exercise of options There were no ordinary shares of Camplify Holdings Limited issued on the exercise of options during the year ended 30 June 2025 and up to the date of this report. Indemnity and insurance of officers The company has indemnified the directors and executives of the company for costs incurred, in their capacity as a director or executive, for which they may be held personally liable, except where there is a lack of good faith. During the financial year, the company paid a premium in respect of a contract to insure the directors and executives of the company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium. Indemnity and insurance of auditor The company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the company or any related entity against a liability incurred by the auditor. During the financial year, the company has not paid a premium in respect of a contract to insure the auditor of the company or any related entity. Proceedings on behalf of the company No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the company, or to intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the company for all or part of those proceedings. Non-audit services Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the auditor are outlined in note 19 to the financial statements. The directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by another person or firm on the auditor's behalf), is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are of the opinion that the services as disclosed in note 19 to the financial statements do not compromise the external auditor's independence requirements of the Corporations Act 2001 for the following reasons: ● all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of the auditor; and ● none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants (including Independence Standards) issued by the Accounting Professional and Ethical Standards Board, including reviewing or auditing the auditor's own work, acting in a management or decision- making capacity for the company, acting as advocate for the company or jointly sharing economic risks and rewards.
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Camplify Holdings Limited Directors' report 30 June 2025 19 Officers of the company who are former partners of PKF (NS) Audit & Assurance Limited Partnership There are no officers of the company who are former partners of PKF (NS) Audit & Assurance Limited Partnership. Auditor's independence declaration A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this directors' report. This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act 2001. On behalf of the directors ___________________________ ___________________________ Andrew McEvoy Justin Hales Chairman Managing Director 28 August 2025 Newcastle
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&DPSOLI\+ROGLQJV/LPLWHG $XGLWRU¶V,QGHSHQGHQFH'HFODUDWLRQXQGHUVHFWLRQ&RIWKHCorporations Act 2001 ,QDFFRUGDQFHZLWKWKHUHTXLUHPHQWVRIVHFWLRQ&RIWKH Corporations Act 2001DVOHDGDXGLWRUIRU WKHDXGLWRI&DPSOLI\+ROGLQJV/LPLWHGIRUWKH\HDUHQGHG-X QH,GHFODUHWKDWWRWKHEHVWRI P\NQRZOHGJHDQGEHOLHIWKHUHKDYHEHHQ L 1RFRQWUDYHQWLRQVRIWKHDXGLWRULQGHSHQGHQFHUHTXLUHPHQWV RIWKHCorporations Act 2001 LQ UHODWLRQWRWKHDXGLW DQG LL 1RFRQWUDYHQWLRQVRIDQ\DSSOLFDEOHFRGHRISURIHVVLRQDOF RQGXFWLQUHODWLRQWRWKHDXGLW 3.) &/$<721+,&.(< 3$571(5 $8*867 1(:&$67/(16: PKF(NS) Audit & Assurance Limited Partnership is a member of PKF Global, the network of member firms of PKF International Limited, each of which is a separately owned legal entity and does not accept any responsibility or liability for the actions or inactions of any individual member or correspondent firm(s). Liability limited by a scheme approved under Professional Standards Legislation. PKF(NS) Audit & Assurance Limited Partnership ABN 91 850 861 839 755 Hunter Street, Newcastle West NSW 2302 Level 8, 1 O’Connell Street, Sydney NSW 2000 Newcastle T: +61 2 4962 2688 F: +61 2 4962 3245 Sydney T: +61 2 8346 6000 F: +61 2 8346 6099 info@pkf.com.au www.pkf.com.au
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Camplify Holdings Limited Contents 30 June 2025 21 Statement of profit or loss and other comprehensive income 22 Statement of financial position 23 Statement of changes in equity 24 Statement of cash flows 25 Notes to the financial statements 26 Consolidated entity disclosure statement 57 Directors' declaration 58 Independent auditor's report to the members of Camplify Holdings Limited 59 Shareholder information 64 General information The financial statements cover Camplify Holdings Limited as a consolidated entity consisting of Camplify Holdings Limited and the entities it controlled at the end of, or during, the year. The financial statements are presented in Australian dollars, which is Camplify Holdings Limited's functional and presentation currency. Camplify Holdings Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business are: Registered office Principal place of business C/O Growthwise 42 Union Street 59 Parry Street Wickham Newcastle NSW 2293 NSW 2300 A description of the nature of the consolidated entity's operations and its principal activities are included in the directors' report, which is not part of the financial statements. The financial statements were authorised for issue, in accordance with a resolution of directors, on 28 August 2025. The directors have the power to amend and reissue the financial statements.
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Camplify Holdings Limited Statement of profit or loss and other comprehensive income For the year ended 30 June 2025 Consolidated Note 2025 2024 $ $ The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes 22 Revenue 4 42,022,362 47,752,279 Other income 178,539 76,703 Interest revenue calculated using the effective interest method 71,013 248,753 Expenses Cost of sales (16,735,818) (17,978,475) Administrative expenses (3,352,414) (2,663,361) Employee benefits expense 5 (16,060,352) (17,791,574) Depreciation and amortisation expense 5 (1,570,067) (2,317,379) Impairment of assets 10 (6,036,000) - Marketing expenses (7,388,323) (7,981,470) Transaction costs relating to business combinations - (157,410) Other expenses (8,095,782) (7,419,201) Finance costs 5 (23,207) (32,555) Loss before income tax benefit (16,990,049) (8,263,690) Income tax benefit 6 1,145,740 144,510 Loss after income tax benefit for the year attributable to the owners of Camplify Holdings Limited (15,844,309) (8,119,180) Other comprehensive income Items that may be reclassified subsequently to profit or loss Foreign currency translation 15 (994,214) 418,353 Other comprehensive income for the year, net of tax (994,214) 418,353 Total comprehensive income for the year attributable to the owners of Camplify Holdings Limited (16,838,523) (7,700,827) Cents Cents Basic earnings per share 25 (22.2) (11.4) Diluted earnings per share 25 (22.2) (11.4)
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Camplify Holdings Limited Statement of financial position As at 30 June 2025 Consolidated Note 2025 2024 $ $ The above statement of financial position should be read in conjunction with the accompanying notes 23 Assets Current assets Cash at bank 8,412,717 14,802,332 Trade and other receivables 7 12,707,481 21,503,443 Inventories 3,116 310,609 Other assets 8 2,270,264 1,279,570 Total current assets 23,393,578 37,895,954 Non-current assets Property, plant and equipment 9 1,402,995 1,314,378 Right-of-use assets 283,803 163,885 Intangibles 10 50,347,743 57,205,212 Deferred tax 6 1,776,243 743,830 Total non-current assets 53,810,784 59,427,305 Total assets 77,204,362 97,323,259 Liabilities Current liabilities Trade and other payables 11 22,880,332 25,783,520 Contract liabilities 12 6,774,698 7,175,183 Borrowings - 58,536 Lease liabilities 78,781 143,612 Income tax 73,970 246,500 Employee benefits 668,325 902,194 Provisions 13 873,706 418,620 Total current liabilities 31,349,812 34,728,165 Non-current liabilities Lease liabilities 210,320 43,945 Deferred tax 6 4,151,286 4,085,983 Employee benefits 201,038 124,695 Total non-current liabilities 4,562,644 4,254,623 Total liabilities 35,912,456 38,982,788 Net assets 41,291,906 58,340,471 Equity Issued capital 14 85,118,436 85,118,436 Reserves 15 (202,698) 1,001,558 Accumulated losses (43,623,832) (27,779,523) Total equity 41,291,906 58,340,471
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Camplify Holdings Limited Statement of changes in equity For the year ended 30 June 2025 The above statement of changes in equity should be read in conjunction with the accompanying notes 24 Issued Accumulated capital Reserves losses Total equity Consolidated $ $ $ $ Balance at 1 July 2023 85,118,436 39,840 (19,660,343) 65,497,933 Loss after income tax benefit for the year - - (8,119,180) (8,119,180) Other comprehensive income for the year, net of tax - 418,353 - 418,353 Total comprehensive income for the year - 418,353 (8,119,180) (7,700,827) Transactions with owners in their capacity as owners: Share-based payments (note 26) - 543,365 - 543,365 Balance at 30 June 2024 85,118,436 1,001,558 (27,779,523) 58,340,471 Issued capital Reserves Accumulated losses Total equity Consolidated $ $ $ $ Balance at 1 July 2024 85,118,436 1,001,558 (27,779,523) 58,340,471 Loss after income tax benefit for the year - - (15,844,309) (15,844,309) Other comprehensive income for the year, net of tax - (994,214) - (994,214) Total comprehensive income for the year - (994,214) (15,844,309) (16,838,523) Transactions with owners in their capacity as owners: Share-based payments (note 26) - 350,306 - 350,306 Options lapsed - (560,348) - (560,348) Balance at 30 June 2025 85,118,436 (202,698) (43,623,832) 41,291,906
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Camplify Holdings Limited Statement of cash flows For the year ended 30 June 2025 Consolidated Note 2025 2024 $ $ The above statement of cash flows should be read in conjunction with the accompanying notes 25 Cash flows from operating activities Receipts from customers (inclusive of GST) 149,795,042 156,343,355 Payments to suppliers and employees (inclusive of GST) (154,376,082) (166,555,165) (4,581,040) (10,211,810) Interest received 71,013 248,753 Interest and other finance costs paid (23,207) (32,555) Income taxes refunded/(paid) 6,100 (2,730) Net cash used in operating activities 24 (4,527,134) (9,998,342) Cash flows from investing activities Payment for purchase of business, net of cash acquired - (800,000) Payments for property, plant and equipment 9 (404,036) (314,125) Payments for intangibles 10 (213,233) (565,609) Payments for security deposits - (4,969) Proceeds from disposal of property, plant and equipment 32,858 125,756 Proceeds from release of security deposits 13,000 - Net cash used in investing activities (571,411) (1,558,947) Cash flows from financing activities Repayment of borrowings (58,536) (47,430) Repayment of lease liabilities (135,473) (361,684) Net cash used in financing activities (194,009) (409,114) Net decrease in cash and cash equivalents (5,292,554) (11,966,403) Cash and cash equivalents at the beginning of the financial year 14,802,332 26,634,905 Effects of exchange rate changes on cash and cash equivalents (1,097,061) 133,830 Cash and cash equivalents at the end of the financial year 8,412,717 14,802,332
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Camplify Holdings Limited Notes to the financial statements 30 June 2025 26 Note 1. Material accounting policy information The accounting policies that are material to the consolidated entity are set out either in the respective notes or below. The accounting policies adopted are consistent with those of the previous financial year, unless otherwise stated. New or amended Accounting Standards and Interpretations adopted The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period. The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial performance or position of the consolidated entity. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. Going concern The consolidated entity incurred a net loss of $15,844,309 (2024: $8,119,180) and operating cash outflows of $4,527,134 (2024: $9,998,342) for the year ended 30 June 2025. As at that date, the consolidated entity has cash holdings of $8,412,717 (2024: $14,802,332) and is in a net current liability position of $7,956,234 (2024: net current asset position of $3,167,789). Notwithstanding the net current asset deficiency, the financial statements have been prepared on a going concern basis, which contemplates the continuity of normal business activity, the realisation of assets, settlement of liabilities through the normal course of business including the presumption that sufficient funds will be available to finance the operations of the consolidated entity. These conditions lead to a material uncertainty. In adopting this position, the directors have had regard to the following: ● cost reduction programs executed during the year have significantly improved earnings in the 2nd half of the financial year; ● growth is forecast across all key revenue streams; ● the consolidated entity has access to additional cash from a capital raise if considered necessary; ● debt collections processes have been improved to increase cash flows; ● the NSW TAP programme has been extended; and ● forecasts of cash and available funding which indicate sufficient funding for at least twelve months from the date of this report, with year to date performance being in line with those forecasts. Should the proposed activities singularly or in aggregate not eventuate or take longer than foreseen, there is an increased risk the consolidated entity may be unable to pay its debts as and when they fall due. If the consolidated entity is unable to continue as a going concern, it may be required to realise its assets and extinguish its liabilities other than in the normal course of business and at amounts different to those stated in the financial statements. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount of liabilities that might result should the consolidated entity be unable to continue as a going concern and meet its debts as and when they become due and payable. Basis of preparation These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001, as appropriate for for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards Accounting Standards as issued by the International Accounting Standards Board ('IASB'). Historical cost convention The financial statements have been prepared under the historical cost convention. Critical accounting estimates The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the consolidated entity's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 2. Parent entity information In accordance with the Corporations Act 2001, these financial statements present the results of the consolidated entity only. Supplementary information about the parent entity is disclosed in note 21.
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Camplify Holdings Limited Notes to the financial statements 30 June 2025 Note 1. Material accounting policy information (continued) 27 Principles of consolidation The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Camplify Holdings Limited ('company' or 'parent entity') as at 30 June 2025 and the results of all subsidiaries for the year then ended. Camplify Holdings Limited and its subsidiaries together are referred to in these financial statements as the 'consolidated entity'. Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity controls an entity when the consolidated entity is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the consolidated entity. They are de-consolidated from the date that control ceases. Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated entity are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the consolidated entity. The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable to the parent. Where the consolidated entity loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non- controlling interest in the subsidiary together with any cumulative translation differences recognised in equity. The consolidated entity recognises the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in profit or loss. Foreign currency translation Foreign operations The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates at the reporting date. The revenues and expenses of foreign operations are translated into Australian dollars using the average exchange rates, which approximate the rates at the dates of the transactions, for the period. All resulting foreign exchange differences are recognised in other comprehensive income through the foreign currency reserve in equity. The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is disposed of. Impairment of non-financial assets Goodwill and other intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other non- financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit. Comparatives Where applicable, the comparative information has been reclassified to be consistent with the current financial year’s presentation. New Accounting Standards and Interpretations not yet mandatory or early adopted Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the consolidated entity for the annual reporting period ended 30 June 2025. The consolidated entity's assessment of the impact of these new or amended Accounting Standards and Interpretations, most relevant to the consolidated entity, are set out below.
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Camplify Holdings Limited Notes to the financial statements 30 June 2025 Note 1. Material accounting policy information (continued) 28 AASB 18 Presentation and Disclosure in Financial Statements This standard is applicable to annual reporting periods beginning on or after 1 January 2027 and early adoption is permitted. The standard replaces IAS 1 'Presentation of Financial Statements', with many of the original disclosure requirements retained and there will be no impact on the recognition and measurement of items in the financial statements. But the standard will affect presentation and disclosure in the financial statements, including introducing five categories in the statement of profit or loss and other comprehensive income: operating, investing, financing, income taxes and discontinued operations. The standard introduces two mandatory sub-totals in the statement: 'Operating profit' and 'Profit before financing and income taxes'. There are also new disclosure requirements for 'management-defined performance measures', such as earnings before interest, taxes, depreciation and amortisation ('EBITDA') or 'adjusted profit'. The standard provides enhanced guidance on grouping of information (aggregation and disaggregation), including whether to present this information in the primary financial statements or in the notes. The consolidated entity will adopt this standard from 1 July 2027 and it is expected that there will be a significant change to the layout of the statement of profit or loss and other comprehensive income. Note 2. Critical accounting judgements, estimates and assumptions The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below. Share-based payment transactions The consolidated entity measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using either the Binomial or Black- Scholes model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity. Allowance for expected credit losses The allowance for expected credit losses assessment requires a degree of estimation and judgement. It is based on the lifetime expected credit loss, grouped based on days overdue, and makes assumptions to allocate an overall expected credit loss rate for each group. These assumptions include recent sales experience and historical collection rates. Estimation of useful lives of assets The consolidated entity determines the estimated useful lives and related depreciation and amortisation charges for its property, plant and equipment and finite life intangible assets. The useful lives could change significantly as a result of technical innovations or some other event. The depreciation and amortisation charge will increase where the useful lives are less than previously estimated lives, or technically obsolete or non-strategic assets that have been abandoned or sold will be written off or written down. Goodwill and other indefinite life intangible assets The consolidated entity tests annually, or more frequently if events or changes in circumstances indicate impairment, whether goodwill and other indefinite life intangible assets have suffered any impairment, in accordance with the accounting policy stated in note 10. The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations require the use of assumptions, including estimated discount rates based on the current cost of capital and growth rates of the estimated future cash flows. The Brand name acquired in a business combination has been assessed to have an indefinite useful life as there is no indication that the useful life of the Brand name will end in the reasonably foreseeable future and there is no way to reliably determine when the asset will cease having economic value. Recovery of deferred tax assets Deferred tax assets are recognised for deductible temporary differences only if the consolidated entity considers it is probable that future taxable amounts will be available to utilise those temporary differences and losses.
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Camplify Holdings Limited Notes to the financial statements 30 June 2025 Note 2. Critical accounting judgements, estimates and assumptions (continued) 29 Lease term The lease term is a significant component in the measurement of both the right-of-use asset and lease liability. Judgement is exercised in determining whether there is reasonable certainty that an option to extend the lease or purchase the underlying asset will be exercised, or an option to terminate the lease will not be exercised, when ascertaining the periods to be included in the lease term. In determining the lease term, all facts and circumstances that create an economical incentive to exercise an extension option, or not to exercise a termination option, are considered at the lease commencement date. Factors considered may include the importance of the asset to the consolidated entity's operations; comparison of terms and conditions to prevailing market rates; incurrence of significant penalties; existence of significant leasehold improvements; and the costs and disruption to replace the asset. The consolidated entity reassesses whether it is reasonably certain to exercise an extension option, or not exercise a termination option, if there is a significant event or significant change in circumstances. Management assumptions on right-of-use assets and lease liabilities There are specific estimates and judgements that were used as part of the calculation of right-of-use assets and lease liabilities. These estimates include the lease terms, lease make good provisions and lease increases based on consumer price index. Management used the best available estimate of these inputs in the calculations. Management has elected not to apply the available expedient to not separately account for non-lease components. As such, the consolidated entity has separated any non-lease components from future lease payments and will continue to account for these components as an expense over time as the non-lease components are provided. As such, there are no future assets or obligations recognised in respect of non-lease components. For some leases, the identification of amounts related to non-lease components must be estimated due to contracts not including an explicit break-up. In these cases, management estimates the value of the non-lease component by reference to available market data. Where the estimate is significant, management includes a note to detail the judgements made to arrive at the estimate. Agent vs Principal relationship in revenue recognition Judgement has been exercised in considering the consolidated entity’s contracts with customers and whether the contractual obligations relating to the performance obligations reside with the consolidated entity or a third party and therefore whether the consolidated entity is acting as an Agent or Principal. Business combinations As discussed in note 1, business combinations are initially accounted for on a provisional basis. The fair value of assets acquired, liabilities and contingent liabilities assumed are initially estimated by the consolidated entity taking into consideration all available information at the reporting date. Fair value adjustments on the finalisation of the business combination accounting is retrospective, where applicable, to the period the combination occurred and may have an impact on the assets and liabilities, depreciation and amortisation reported. Provision for claims payable Liabilities in relation to accident excess reduction product taken out by hirers with open claims relating to pre-year end, are recognised in the provision for excess reduction up to the reporting date. They are measured at the amounts expected to be paid when the liabilities are settled. Control of entities where no shares held Management have determined that the consolidated entity controls MyWay Mutual Holdings Limited, Tangerine PCC Limited My Cell and Windward Insurance PCC Limited My Way Cell even though it does not hold shares in these entities. This is because the consolidated entity is considered to substantially control the activities of each of the entities in the Mutual structure.
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Camplify Holdings Limited Notes to the financial statements 30 June 2025 30 Note 3. Operating segments Identification of reportable operating segments The consolidated entity is organised into three operating segments being Hire, Membership and Other. These operating segments are based on the internal reports that are reviewed and used by the Board of Directors (who are identified as the Chief Operating Decision Makers ('CODM')) in assessing performance and in determining the allocation of resources. There is no aggregation of operating segments. Other segments include new products or innovations that the consolidated entity has brought to market, but are currently not significant to be reported as a segment. The results of these operations are included in the ‘Other' segments column. The column also includes head office and group service charges. The CODM reviews adjusted EBITDA (earnings before interest, tax, depreciation and amortisation, adjusted for non-operating items). The accounting policies adopted for internal reporting to the CODM are consistent with those adopted in the financial statements. The information reported to the CODM is on a monthly basis. Types of products and services The consolidated entity has a robust revenue model primarily made up of hire revenue, platform fees charged to both hirers and owners calculated as a percentage commission on bookings, and premium memberships, a monthly subscription for additional utility, to maximise value per vehicle and customer. Hirer revenue Hirers: The booking fee for hirers is 10.5% providing them with usage of the Camplify platform and 24/7 support. The booking fee for hirers through PaulCamper is 5%. Owners: The final fee is determined by the protection level selected - Casual membership (12.5%), Bring Your Own Insurance (10.5%) and Premium Membership (6.5%). Fees vary slightly in the UK and Spanish markets. The owners' fee under PaulCamper is 15%. Premium membership Owners seeking to maximise their rental income pay a monthly subscription fee (between $89 and $288 per month depending on the value of the RV) for additional marketing services, reduced commission and full insurance (Australia and New Zealand markets). Intersegment receivables, payables and loans Intersegment loans are initially recognised at the consideration received. Intersegment loans receivable and loans payable that earn or incur non-market interest are not adjusted to fair value based on market interest rates. Intersegment loans are eliminated on consolidation.
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Camplify Holdings Limited Notes to the financial statements 30 June 2025 Note 3. Operating segments (continued) 31 Operating segment information Marketplace Membership Corporate Total Consolidated - 2025 $ $ $ $ Revenue Booking fees 14,428,637 - - 14,428,637 Listing fees 5,443,569 - - 5,443,569 Premium membership fees - 5,460,248 - 5,460,248 Insurance revenue 11,699,483 4,990,425 - 16,689,908 Total revenue 31,571,689 10,450,673 - 42,022,362 Adjusted EBITDA (6,082,241) 1,452,148 (10,766,682) (15,396,775) Depreciation and amortisation (1,570,067) Finance costs (23,207) Loss before income tax benefit (16,990,049) Income tax benefit 1,145,740 Loss after income tax benefit (15,844,309) Material items include: Cost of sales 8,931,711 6,164,573 - 15,096,284 Assets Segment assets 57,704,441 1,257,494 74,710 59,036,645 Unallocated assets: Cash at bank 8,412,717 Brand name 9,755,000 Total assets 77,204,362 Total assets include: Acquisition of non-current assets 404,036 - - 404,036 Liabilities Segment liabilities 27,641,248 4,119,923 - 31,761,171 Unallocated liabilities: Deferred tax liability 4,151,285 Total liabilities 35,912,456
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Camplify Holdings Limited Notes to the financial statements 30 June 2025 Note 3. Operating segments (continued) 32 Marketplace Membership Corporate Total Consolidated - 2024 $ $ $ $ Revenue Booking fees 13,679,202 - - 13,679,202 Listing fees 9,262,210 - - 9,262,210 Premium membership fees - 2,678,694 - 2,678,694 Van sales - - 2,012,888 2,012,888 Insurance revenue 11,548,721 8,570,564 - 20,119,285 Total revenue 34,490,133 11,249,258 2,012,888 47,752,279 Adjusted EBITDA 11,701,735 (6,632,016) (10,983,475) (5,913,756) Depreciation and amortisation (2,317,379) Finance costs (32,555) Loss before income tax benefit (8,263,690) Income tax benefit 144,510 Loss after income tax benefit (8,119,180) Material items include: Cost of sales 12,685,996 5,260,336 - 17,946,332 Assets Segment assets 72,085,268 592,949 87,710 72,765,927 Unallocated assets: Cash at bank 14,802,332 Brand name 9,755,000 Total assets 97,323,259 Total assets includes: Acquisition of non-current assets 363,075 - - 363,075 Liabilities Segment liabilities 33,821,108 994,581 81,116 34,896,805 Unallocated liabilities: Deferred tax liability 4,085,983 Total liabilities 38,982,788 Geographical information Sales to external customers Geographical non-current assets 2025 2024 2025 2024 $ $ $ $ Australia 26,385,500 32,478,493 51,955,948 52,672,306 New Zealand 5,631,820 5,133,673 7,084,341 7,087,238 United Kingdom 2,683,754 2,318,560 82 1,429 Spain 539,544 329,457 285 609 Germany 6,380,296 6,938,609 23,562 28,303 Austria 180,855 237,658 - - Netherlands 220,593 694,108 - - Portugal - - 33,592 39,605 42,022,362 48,130,558 59,097,810 59,829,490 The geographical non-current assets above are exclusive of financial instruments and deferred tax assets.
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Camplify Holdings Limited Notes to the financial statements 30 June 2025 Note 3. Operating segments (continued) 33 Accounting policy for operating segments Operating segments are presented using the 'management approach', where the information presented is on the same basis as the internal reports provided to the Chief Operating Decision Makers ('CODM'). The CODM is responsible for the allocation of resources to operating segments and assessing their performance. Note 4. Revenue Consolidated 2025 2024 $ $ Revenue from contracts with customers Booking fees 14,428,637 13,685,369 Listing fees 5,443,569 9,262,210 Premium membership fees (excluding insurance) 5,460,248 2,419,599 Van sales - 2,012,889 Retail sales and commissions - 129,526 GPS tracker revenue - 123,401 25,332,454 27,632,994 Other revenue Excess reduction income 9,887,057 11,548,723 Claims recoveries 3,455,489 3,655,812 Mutual protection income 878,587 - Commissions 353,825 1,224,154 Other insurance income 2,114,950 3,690,596 16,689,908 20,119,285 Revenue 42,022,362 47,752,279 Disaggregation of revenue The disaggregation of revenue from contracts with customers is as follows: Consolidated 2025 2024 $ $ Timing of revenue recognition Goods transferred at a point in time - 2,541,549 Services transferred over time 18,550,709 18,444,968 Services transferred at a point in time 6,781,745 6,646,477 25,332,454 27,632,994 Accounting policy for revenue recognition The consolidated entity recognises revenue related to the transfer of promised goods or services when a performance obligation is satisfied and when control of the goods or services passes to the customer. The amount of revenue recognised reflects the consideration to which the consolidated entity is or expects to be entitled in exchange for those goods or services. Revenue from contracts with customers The consolidated entity is in the business of providing a sharing platform for owners of recreational vehicles (RVs) to connect with hirers of RVs. Revenue from contracts with customers is recognised when the performance obligations from contracts with customers are satisfied and this may occur at a point in time or over time. Revenue is measured at an amount that reflects the consideration that the consolidated entity expects to receive in exchange for the satisfactory completion of the performance obligations.
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Camplify Holdings Limited Notes to the financial statements 30 June 2025 Note 4. Revenue (continued) 34 None of the revenue streams of the consolidated entity have any significant financing terms as there is less than 12 months between receipt of funds and satisfaction of performance obligations. Hire revenue - booking fees, listing fees and associated fees The consolidated entity facilitates the hire of RVs between the owner and the hirer and as such has determined that it is acting as an agent in facilitating the transaction. The consolidated entity recognises the hire revenue at the net amount of the fees retained on each hire transaction including hire fees, listing fees and other associated fees and charges relating to the hire of the equipment. Camplify hire revenue is recognised over the period of the booking being when the performance obligation for service as the agent is satisfied. PaulCamper hire revenue is recognised at the time of booking being when obligations are fulfilled to both the owner and the hirer. Premium membership revenue The consolidated entity offers an option for owners of RVs to purchase ‘Camplify Premium Membership’ which provides benefits to the member on an annual basis including reduced listing fees, assistance with marketing, promotion and insurance. Premium membership fees are either charged on a monthly or annual basis. Premium membership revenue is recognised over the period of the membership being the period when the performance obligations are satisfied. Vans sales Revenue from the sale of vans is recognised at the point in time when the customer obtains control of the goods, which is generally at the time of delivery. Other services Revenue is recognised on the provision of other services to the customer as this is deemed to be the point in time where the performance obligations have been met and transfer of control have been completed. Protection The consolidated entity protects the owner against potential damage during any hire period and the owner in turn pays a fee to the consolidated entity. Insurance revenue comprises casual insurance fees and premium member on hire insurance. Mutual protection income comprises income from premium members paid for protection. Recoveries are derived when damage occurs on hire and the hirer is liable to contribute towards the damage. Excess reduction income is a fee hirers can opt to pay to reduce their contribution to damages, it is a fixed amount per day depending on the type of RV and the type of hire. Insurance revenue, mutual protection income and excess reductions are recognised over the booking period when the performance obligation for service is satisfied. Recovery revenue is recognised once all damages are settled with the owner.
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Camplify Holdings Limited Notes to the financial statements 30 June 2025 35 Note 5. Expenses Consolidated 2025 2024 $ $ Loss before income tax includes the following specific expenses: Depreciation Leasehold improvements 125,943 110,798 Plant and equipment 167,796 98,389 Caravans and vehicles 21,680 51,101 Right-of-use assets 117,099 266,952 Total depreciation 432,518 527,240 Amortisation Client lists 929,175 1,426,708 Trademarks 4,198 4,198 Software 201,067 356,125 Domain names 3,109 3,108 Total amortisation 1,137,549 1,790,139 Total depreciation and amortisation 1,570,067 2,317,379 Finance costs Interest and finance charges paid/payable on borrowings - 3,699 Interest and finance charges paid/payable on lease liabilities 23,207 28,856 Finance costs expensed 23,207 32,555 Superannuation expense Defined contribution superannuation expense 1,060,992 1,742,319 Share-based payments expense Share-based payments expense 350,306 543,365 Employee benefits expense excluding superannuation and share-based payments Employee benefits expense excluding superannuation and share-based payments 14,649,054 15,505,890
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Camplify Holdings Limited Notes to the financial statements 30 June 2025 36 Note 6. Income tax Consolidated 2025 2024 $ $ Income tax benefit Current tax (178,630) 249,230 Deferred tax - origination and reversal of temporary differences (967,110) (393,740) Aggregate income tax benefit (1,145,740) (144,510) Deferred tax included in income tax benefit comprises: Increase in deferred tax assets (1,032,413) (113,197) Increase/(decrease) in deferred tax liabilities 65,303 (280,543) Deferred tax - origination and reversal of temporary differences (967,110) (393,740) Numerical reconciliation of income tax benefit and tax at the statutory rate Loss before income tax benefit (16,990,049) (8,263,690) Tax at the statutory tax rate of 25% (4,247,512) (2,065,923) Tax effect amounts which are not deductible/(taxable) in calculating taxable income: Share-based payments - 135,841 Utilisation of prior year unrecognised tax losses (2,782,453) - Sundry items 193,229 - (6,836,736) (1,930,082) Current year tax losses not recognised 5,772,630 1,452,516 Difference in overseas tax rates (81,634) 333,056 Income tax benefit (1,145,740) (144,510) Consolidated 2025 2024 $ $ Tax losses not recognised Unused tax losses for which no deferred tax asset has been recognised * 49,704,585 30,986,065 Potential tax benefit @ 25% 12,426,146 7,746,516 * The availability of the carried forward tax losses are subject to both the Australian and German loss recoupment tax provisions. Specific to Germany, Euro 12,830,839 of the carried forward tax loss balance is subject to the hidden reserves clause pursuant to Section 8c KStG. Specific to Australia, $1,257,644 of the carried forward tax losses balance is subject to the Similar Business Test provision pursuant to Section 165 of the Income Tax Assessment Act 1997. The above potential tax benefit for tax losses has not been recognised in the statement of financial position. These tax losses can only be utilised in the future if the continuity of ownership test is passed, or failing that, the same business test is passed.
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Camplify Holdings Limited Notes to the financial statements 30 June 2025 Note 6. Income tax (continued) 37 Consolidated 2025 2024 $ $ Deferred tax asset Deferred tax asset comprises temporary differences attributable to: Amounts recognised in profit or loss: Allowance for expected credit losses 478,526 244,380 Leases 1,324 46,889 Provisions and accruals 218,981 251,130 Excess reduction provision - 104,655 Other 1,077,412 96,776 Deferred tax asset 1,776,243 743,830 Movements: Opening balance 743,830 630,633 Credited to profit or loss 1,032,413 113,197 Closing balance 1,776,243 743,830 Consolidated 2025 2024 $ $ Deferred tax liability Deferred tax liability comprises temporary differences attributable to: Amounts recognised in profit or loss: Client lists 1,369,716 1,547,469 Brand name 2,438,750 2,438,750 Other 342,820 99,764 Deferred tax liability 4,151,286 4,085,983 Movements: Opening balance 4,085,983 4,366,526 Charged/(credited) to profit or loss 65,303 (280,543) Closing balance 4,151,286 4,085,983
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Camplify Holdings Limited Notes to the financial statements 30 June 2025 38 Note 7. Trade and other receivables Consolidated 2025 2024 $ $ Current assets Trade receivables 14,458,315 21,267,762 Less: Allowance for expected credit losses (2,745,845) (1,185,515) 11,712,470 20,082,247 Other receivables 995,011 1,256,140 GST receivable - 165,056 12,707,481 21,503,443 Allowance for expected credit losses The consolidated entity has recognised a loss of $1,668,929 (2024: $243,369) in profit or loss in respect of the expected credit losses for the year ended 30 June 2025. The ageing of the receivables and allowance for expected credit losses provided for above are as follows: Expected credit loss rate Carrying amount Allowance for expected credit losses 2025 2024 2025 2024 2025 2024 Consolidated % % $ $ $ $ Not overdue - - 10,794,492 15,810,515 - - 0 to 1 months overdue - - 123,262 936,209 - - 1 to 2 months overdue - - 27,123 451,101 - - 2 to 3 months overdue - - 56,565 642,083 - - Over 3 months overdue 79% 35% 3,456,873 3,427,854 2,745,845 1,185,515 Total 14,458,315 21,267,762 2,745,845 1,185,515 Movements in the allowance for expected credit losses are as follows: Consolidated 2025 2024 $ $ Opening balance 1,185,515 978,906 Additional provisions recognised 1,668,929 243,369 Receivables written off during the year as uncollectable (108,599) (36,760) Closing balance 2,745,845 1,185,515 Accounting policy for trade and other receivables Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any allowance for expected credit losses. Trade receivables are generally due for settlement within 30 days. The consolidated entity has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue. Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
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Camplify Holdings Limited Notes to the financial statements 30 June 2025 39 Note 8. Other assets Consolidated 2025 2024 $ $ Current assets Prepayments 1,117,969 1,191,859 Rental bonds 74,711 87,711 Other deposits 1,077,584 - 2,270,264 1,279,570 Note 9. Property, plant and equipment Consolidated 2025 2024 $ $ Non-current assets Leasehold improvements - at cost 909,249 816,528 Less: Accumulated depreciation (361,417) (272,855) 547,832 543,673 Plant and equipment - at cost 1,029,525 923,711 Less: Accumulated depreciation (620,255) (392,839) 409,270 530,872 Caravans and vehicles - at cost 680,577 439,995 Less: Accumulated depreciation (234,684) (200,162) 445,893 239,833 1,402,995 1,314,378 Reconciliations Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below: Leasehold improvement s Plant and equipment Caravans and vehicles Total Consolidated $ $ $ $ Balance at 1 July 2023 642,446 178,496 296,431 1,117,373 Additions 13,974 221,620 78,531 314,125 Additions through business combinations - 218,925 - 218,925 Disposals - - (88,546) (88,546) Exchange differences (1,949) 10,220 4,518 12,789 Depreciation expense (110,798) (98,389) (51,101) (260,288) Balance at 30 June 2024 543,673 530,872 239,833 1,314,378 Additions 130,102 46,194 227,740 404,036 Depreciation expense (125,943) (167,796) (21,680) (315,419) Balance at 30 June 2025 547,832 409,270 445,893 1,402,995 Accounting policy for property, plant and equipment Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items.
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Camplify Holdings Limited Notes to the financial statements 30 June 2025 Note 9. Property, plant and equipment (continued) 40 Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment (excluding land) over their expected useful lives as follows: Leasehold improvements shorter of the unexpired period of the lease or the estimated useful life Plant and equipment 10% - 50% Caravans and vehicles 12.5% The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date. An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the consolidated entity. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss. Note 10. Intangibles Consolidated 2025 2024 $ $ Non-current assets Goodwill - at cost 34,653,809 40,599,556 Client lists - at cost 8,120,903 8,108,309 Less: Accumulated amortisation (1,685,802) (1,569,627) Less: Impairment (1,047,856) (234,856) 5,387,245 6,303,826 Trademarks - at cost 40,565 40,565 Less: Accumulated amortisation (26,196) (21,998) 14,369 18,567 Software - at cost 2,000,793 1,471,013 Less: Accumulated amortisation (1,465,545) (947,931) 535,248 523,082 Domain names - at cost 15,542 15,542 Less: Accumulated amortisation (13,470) (10,361) 2,072 5,181 Brand name - at cost 9,755,000 9,755,000 50,347,743 57,205,212
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Camplify Holdings Limited Notes to the financial statements 30 June 2025 Note 10. Intangibles (continued) 41 Reconciliations Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below: Goodwill Client lists Trademark s Software Domain names Brand name Total Consolidated $ $ $ $ $ $ $ Balance at 1 July 2023 40,277,592 7,517,136 14,115 315,937 8,289 9,755,000 57,888,069 Additions - - 8,650 556,959 - - 565,609 Additions through business combinations 363,075 218,000 - - - - 581,075 Exchange differences (41,111) (4,602) - 6,311 - - (39,402) Amortisation expense - (1,426,708) (4,198) (356,125) (3,108) - (1,790,139) Balance at 30 June 2024 40,599,556 6,303,826 18,567 523,082 5,181 9,755,000 57,205,212 Additions - - - 213,233 - - 213,233 Exchange differences 90,253 12,594 - - - - 102,847 Impairment of assets (6,036,000) - - - - - (6,036,000) Amortisation expense - (929,175) (4,198) (201,067) (3,109) - (1,137,549) Balance at 30 June 2025 34,653,809 5,387,245 14,369 535,248 2,072 9,755,000 50,347,743 Impairment Testing of Goodwill and Indefinite Life Intangibles Goodwill and indefinite life intangible assets are allocated to the Group’s Cash-Generating Units (CGUs) and tested annually for impairment, or more frequently if there is an indication of impairment. Change in the Composition of Cash-Generating Units (CGUs) For the financial year ended 30 June 2025, the consolidated entity has changed the identification of its CGUs for the purpose of goodwill impairment testing. This change constitutes a change in accounting estimate, driven by a strategic restructure of the Group's operational and management approach: ● Previous structure: In prior periods, goodwill was allocated and monitored across multiple CGUs based on the geographic location of acquired entities, including the PaulCamper group of entities and the Camplify New Zealand entity. ● Current structure: For the 2025 annual impairment test, the consolidated entity has redefined its CGUs to align with its two primary business streams: the Marketplace CGU (generating transactional revenue from hirers) and the Membership CGU (generating recurring revenue from RV owners). This redefinition reflects the centralisation of key management functions, which has shifted the focus of internal performance monitoring from geography to these two distinct streams. While the streams are operationally connected, their cash inflows, derived from different customers and revenue models, are considered largely independent for the purposes of AASB 136. This two-CGU structure represents the lowest level at which the Group’s operations are monitored for internal management purposes. As a result of this change, goodwill from previous acquisitions has been reallocated between the two new CGUs on a reasonable and consistent basis. Impairment The recoverable amount of the consolidated entity’s goodwill and brand name has been determined by a value-in-use calculation using a discounted cash flow model, based on a 1 year projection period approved by the director and extrapolated for a further 4 years using variable rates, together with a terminal value. For the Marketplace CGU, the value in use calculation indicated an impairment of $6,036,000 was required. No impairment was identified for the Membership CGU. Goodwill is monitored by management at the following level:
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Camplify Holdings Limited Notes to the financial statements 30 June 2025 Note 10. Intangibles (continued) 42 Consolidated 2025 2024 $ $ Camplify NZ - 5,070,519 Marketplace Business 34,563,809 - PaulCamper - 35,165,962 Rent a Tent - 363,075 34,563,809 40,599,556 Key assumptions are those to which the recoverable amount of an asset or CGU's is most sensitive. Key assumptions in the discounted cashflow model (measured by value-in-use) include: Consolidated 2025 % Weighted average cost of capital Marketplace 13.0% Membership 13.0% Revenue growth - Marketplace FY2026 3.0% FY2027 9.0% FY2028 4.0% FY2029 3.0% Fleet growth - Membership FY2026 2.0% FY2027 3.0% FY2028 2.0% FY2029 1.0% Expense growth FY2026 - FY2029 2.4% Consolidated 2024 % Weighted average cost of capital Camplify NZ 9.2% PaulCamper 12.2% Revenue growth - PaulCamper FY2025 80.0% FY2026 11.0% FY2027 15.0% FY2028 15.0% FY2029 15.0% Fleet growth - Camplify NZ FY2025 64.0% FY2026 55.0% FY2027 46.0% FY2028 38.0% FY2029 30.0% Expense growth FY2025 - FY2029 4.0%
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Camplify Holdings Limited Notes to the financial statements 30 June 2025 Note 10. Intangibles (continued) 43 Sensitivity to change of assumptions: Increases in discount rates or changes in other key assumptions, may cause the recoverable amount to fall below carrying values. The key sensitivity is that revenue would need to fall by more than 4.5% before the CGU would be impaired, with all other assumptions remaining constant. Accounting policy for intangible assets Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their fair value at the date of the acquisition. Intangible assets acquired separately are initially recognised at cost. Indefinite life intangible assets are not amortised and are subsequently measured at cost less any impairment. Finite life intangible assets are subsequently measured at cost less amortisation and any impairment. The gains or losses recognised in profit or loss arising from the derecognition of intangible assets are measured as the difference between net disposal proceeds and the carrying amount of the intangible asset. The method and useful lives of finite life intangible assets are reviewed annually. Changes in the expected pattern of consumption or useful life are accounted for prospectively by changing the amortisation method or period. Goodwill Goodwill arises on the acquisition of a business. Goodwill is not amortised. Instead, goodwill is tested annually for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses. Impairment losses on goodwill are taken to profit or loss and are not subsequently reversed. Client lists Client lists are amortised on a straight-line basis over the period of their expected benefit, being their finite life of 10 years. Trademarks and domain names Trademarks and domain names are identified and primarily recognised at the time of creation and recorded at their fair value, if their fair value can be measured reliably. These are amortised over the period of their expected benefit of XX years. Expenditure incurred in maintaining trademarks and domain names are expensed in the period in which they are incurred. Software Significant costs associated with software are deferred and amortised on a straight-line basis over the period of their expected benefit, being their finite life of 5 years. Brand name The brand name acquired in a business combination is not amortised on the basis that it has an indefinite life. Management considers that the useful life of the brand name is indefinite because there is no foreseeable limit to the cash flows this asset can generate. This is reassessed every year. Instead, it is tested annually for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses. Note 11. Trade and other payables Consolidated 2025 2024 $ $ Current liabilities Trade payables 19,420,664 25,541,340 Payroll related accruals 34,104 242,180 BAS payable 59,394 - Other payables 3,366,170 - 22,880,332 25,783,520 Refer to note 17 for further information on financial instruments. Accounting policy for trade and other payables Trade payables represent liabilities for goods and services provided to the consolidated entity prior to the end of the financial year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition.
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Camplify Holdings Limited Notes to the financial statements 30 June 2025 44 Note 12. Contract liabilities Consolidated 2025 2024 $ $ Current liabilities Booking fees received in advance 6,774,698 7,175,183 Reconciliation Reconciliation of the written down values at the beginning and end of the current and previous financial year are set out below: Opening balance 7,175,183 9,052,163 Payments received in advance 24,297,596 27,632,994 Transfer to revenue - performance obligations satisfied in previous periods (24,698,081) (29,509,974) Closing balance 6,774,698 7,175,183 Unsatisfied performance obligations The aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied at the end of the reporting period was $6,505,707 as at 30 June 2025 ($7,175,183 as at 30 June 2024) and is expected to be recognised as revenue in future periods as follows: Consolidated 2025 2024 $ $ Within 6 months 5,489,887 6,054,828 6 to 12 months 998,109 1,100,821 12 to 18 months 17,711 19,534 18 to 24 months - - 6,505,707 7,175,183 Accounting policy for contract liabilities Contract liabilities represent the consolidated entity's obligation to transfer goods or services to a customer and are recognised when a customer pays consideration, or when the consolidated entity recognises a receivable to reflect its unconditional right to consideration (whichever is earlier) before the consolidated entity has transferred the goods or services to the customer. Note 13. Provisions Consolidated 2025 2024 $ $ Current liabilities Provision for claims 873,706 418,620 Provision for claims Provisions for claims represent estimated claims incurred but not settled at the reporting date. The estimate of the cost of claims includes direct expenses to be incurred in settling claims. Due to the nature of the discretionary cover provided, the liability from such claims is recognised once the claims are notified and approved by the Board.
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Camplify Holdings Limited Notes to the financial statements 30 June 2025 Note 13. Provisions (continued) 45 Accounting policy for provisions Provisions are recognised when the consolidated entity has a present (legal or constructive) obligation as a result of a past event, it is probable the consolidated entity will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. If the time value of money is material, provisions are discounted using a current pre-tax rate specific to the liability. The increase in the provision resulting from the passage of time is recognised as a finance cost. Note 14. Issued capital Consolidated 2025 2024 2025 2024 Shares Shares $ $ Ordinary shares - fully paid 71,500,349 71,500,349 85,118,436 85,118,436 Ordinary shares Ordinary shares entitle the holder to participate in any dividends declared and any proceeds attributable to shareholders should the company be wound up, in proportions that consider both the number of shares held and the extent to which those shares are paid up. The fully paid ordinary shares have no par value and the Company does not have a limited amount of authorised capital. On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote. Share buy-back There is no current on-market share buy-back. Capital risk management The consolidated entity's objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost of capital. Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated as total borrowings less cash and cash equivalents. In order to maintain or adjust the capital structure, the consolidated entity may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. The consolidated entity would look to raise capital when an opportunity to invest in a business or company was seen as value adding relative to the current company's share price at the time of the investment. The consolidated entity is not actively pursuing additional investments in the short term as it continues to integrate and grow its existing businesses in order to maximise synergies. The capital risk management policy remains unchanged from the 2024 Annual Report. The consolidated entity monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including 'trade and other payables' and 'borrowings' as shown in the statement of financial position) less 'cash at bank' as shown in the statement of financial position. Total capital is calculated as 'total equity' as shown in the statement of financial position plus net debt.
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Camplify Holdings Limited Notes to the financial statements 30 June 2025 Note 14. Issued capital (continued) 46 The gearing ratio at the reporting date was as follows: Consolidated 2025 2024 $ $ Current liabilities - trade and other payables (note 11) 22,880,332 25,783,520 Current liabilities - borrowings - 58,536 Total borrowings 22,880,332 25,842,056 Current assets - cash at bank (8,412,717) (14,802,332) Net debt 14,467,615 11,039,724 Total equity 41,291,906 58,340,471 Total capital 55,759,521 69,380,195 Gearing ratio 26% 16% Note 15. Reserves Consolidated 2025 2024 $ $ Foreign currency reserve (536,021) 458,193 Share-based payments reserve 333,323 543,365 (202,698) 1,001,558 Foreign currency reserve The reserve is used to recognise exchange differences arising from the translation of the financial statements of foreign operations to Australian dollars. It is also used to recognise gains and losses on hedges of the net investments in foreign operations. Share-based payments reserve The reserve is used to recognise the value of equity benefits provided to executives and senior management as part of their remuneration, and other parties as part of their compensation for services. Movements in reserves Movements in each class of reserve during the current and previous financial year are set out below: Foreign currency Share-based payments Total Consolidated $ $ $ Balance at 1 July 2023 39,840 - 39,840 Foreign currency translation 418,353 - 418,353 Share-based payments - 543,365 543,365 Balance at 30 June 2024 458,193 543,365 1,001,558 Foreign currency translation (994,214) - (994,214) Share-based payments - 350,306 350,306 Options lapsed - (560,348) (560,348) Balance at 30 June 2025 (536,021) 333,323 (202,698) Note 16. Dividends There were no dividends paid, recommended or declared during the current or previous financial year.
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Camplify Holdings Limited Notes to the financial statements 30 June 2025 Note 16. Dividends (continued) 47 There are no franking credits available for subsequent financial years. Note 17. Financial instruments Financial risk management objectives The consolidated entity's activities expose it to a variety of financial risks: market risk (including foreign currency risk, price risk and interest rate risk), credit risk and liquidity risk. The consolidated entity's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the consolidated entity. The consolidated entity uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of foreign exchange risks, and ageing analysis for credit risk. Risk management is carried out by senior finance executives ('finance') under policies approved by the Board of Directors ('the Board'). These policies include identification and analysis of the risk exposure of the consolidated entity and appropriate procedures, controls and risk limits. Finance identifies, evaluates and hedges financial risks within the consolidated entity's operating units. Finance reports to the Board on a monthly basis. Market risk Foreign currency risk The consolidated entity undertakes certain transactions denominated in foreign currency and is exposed to foreign currency risk through foreign exchange rate fluctuations. Foreign exchange risk arises from future commercial transactions and recognised financial assets and financial liabilities denominated in a currency that is not the entity's functional currency. The risk is measured using sensitivity analysis and cash flow forecasting. The carrying amount of the consolidated entity's foreign currency denominated financial assets and financial liabilities (in Australian dollars) at the reporting date were as follows: Assets Liabilities 2025 2024 2025 2024 Consolidated $ $ $ $ US dollars 272 15,627 - - Euros 1,681,603 2,962,759 1,361,990 3,142,341 Pound Sterling 772,383 1,706,711 2,599,659 3,156,201 New Zealand dollars 59,894 2,911,964 3,696,142 3,313,879 2,514,152 7,597,061 7,657,791 9,612,421 The consolidated entity had net assets denominated in foreign currencies of $5,143,639 (assets of $2,514,152 less liabilities of $7,657,791) as at 30 June 2025 (30 June 2024: $2,015,360 (assets of $7,597,061 less liabilities of $9,612,421)). Based on this exposure, had the Australian dollar weakened by 10%/strengthened by 10% (2024: weakened by 10%/strengthened by 10%) against these foreign currencies with all other variables held constant, the consolidated entity's profit before tax for the year would have been $385,772 lower/$385,772 higher (2024: $442,642 lower/$442,642 higher) and equity would have been $385,772 lower/$385,772 higher (2024: $1,091,657 lower/$1,091,657 higher). The percentage change is the expected overall volatility of the significant currencies, which is based on management's assessment of reasonable possible fluctuations and the spot rate at each reporting date. The actual foreign exchange gain for the year ended 30 June 2025 was $1,022,524 (30 June 2024: $418,353). Price risk The consolidated entity is not exposed to any significant price risk. Interest rate risk The consolidated entity is not exposed to any significant interest rate risk.
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Camplify Holdings Limited Notes to the financial statements 30 June 2025 Note 17. Financial instruments (continued) 48 Credit risk Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the consolidated entity. The consolidated entity has a strict code of credit, including obtaining agency credit information, confirming references and setting appropriate credit limits. The consolidated entity obtains guarantees where appropriate to mitigate credit risk. The maximum exposure to credit risk at the reporting date to recognised financial assets is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial position and notes to the financial statements. The consolidated entity does not hold any collateral. The consolidated entity has adopted a lifetime expected loss allowance in estimating expected credit losses to trade receivables through the use of a provisions matrix using fixed rates of credit loss provisioning. These provisions are considered representative across all customers of the consolidated entity based on recent sales experience, historical collection rates and forward-looking information that is available. Generally, trade receivables are written off when there is no reasonable expectation of recovery. Indicators of this include the failure of a debtor to engage in a repayment plan, no active enforcement activity and a failure to make contractual payments for a period greater than 1 year. Liquidity risk Vigilant liquidity risk management requires the consolidated entity to maintain sufficient liquid assets (mainly cash and cash equivalents) and available borrowing facilities to be able to pay debts as and when they become due and payable. The consolidated entity manages liquidity risk by maintaining adequate cash reserves and available borrowing facilities by continuously monitoring actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities. Financing arrangements Unused borrowing facilities at the reporting date: Consolidated 2025 2024 $ $ Chattel mortgages - 441,464 Remaining contractual maturities The following tables detail the consolidated entity's remaining contractual maturity for its financial instrument liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position. Weighted average interest rate 1 year or less Between 1 and 3 years Over 3 years Remaining contractual maturities Consolidated - 2025 % $ $ $ $ Non-derivatives Non-interest bearing Trade payables 22,880,332 - - 22,880,332 Interest-bearing - fixed rate Lease liability 7.39% 92,400 184,400 46,200 323,000 Total non-derivatives 22,972,732 184,400 46,200 23,203,332
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Camplify Holdings Limited Notes to the financial statements 30 June 2025 Note 17. Financial instruments (continued) 49 Weighted average interest rate 1 year or less Between 1 and 3 years Over 3 years Remaining contractual maturities Consolidated - 2024 % $ $ $ $ Non-derivatives Non-interest bearing Trade payables 25,783,520 - - 25,783,520 Interest-bearing - variable Chattel mortgages 6.50% 58,536 - - 58,536 Interest-bearing - fixed rate Lease liability 7.39% 143,588 46,953 - 190,541 Total non-derivatives 25,985,644 46,953 - 26,032,597 The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above. Fair value of financial instruments Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value. Note 18. Key management personnel disclosures Compensation The aggregate compensation made to directors and other members of key management personnel of the consolidated entity is set out below: Consolidated 2025 2024 $ $ Short-term employee benefits 1,056,652 1,287,293 Post-employment benefits 76,038 90,356 Long-term benefits 13,430 19,890 Share-based payments 26,396 261,809 1,172,516 1,659,348
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Camplify Holdings Limited Notes to the financial statements 30 June 2025 50 Note 19. Remuneration of auditors During the financial year the following fees were paid or payable for services provided by PKF (NS) Audit & Assurance Limited Partnership, the auditor of the company, and its network firms: Consolidated 2025 2024 $ $ Audit services - PKF (NS) Audit & Assurance Limited Partnership Audit or review of the financial statements 267,838 163,019 Other services - related PKF Australia firms Long-term incentive plan advice - 8,335 Corporate finance services - 51,265 - 59,600 267,838 222,619 Other services - PKF International network firms Corporate finance services 2,336 16,006 Note 20. Related party transactions Parent entity Camplify Holdings Limited is the parent entity. Subsidiaries Interests in subsidiaries are set out in note 22. Key management personnel Disclosures relating to key management personnel are set out in note 18 and the remuneration report included in the directors' report. Transactions with related parties There were no transactions with related parties during the current and previous financial year. Receivable from and payable to related parties The following balances are outstanding at the reporting date in relation to transactions with related parties: Consolidated 2025 2024 $ $ Current payables: Trade payables - director-related entity 14,414 8,250 Trade payables to director-related entities include $6,233 payable to Growth Wise Pty Ltd (a related party to Stephanie Hinds) and $8,181 payable to Five by Five Consulting $8,181 (a related party of Trent Bagnall). Loans to/from related parties There were no loans to or from related parties at the current and previous reporting date. Terms and conditions All transactions were made on normal commercial terms and conditions and at market rates.
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Camplify Holdings Limited Notes to the financial statements 30 June 2025 51 Note 21. Parent entity information Set out below is the supplementary information about the parent entity. Statement of profit or loss and other comprehensive income Parent 2025 2024 $ $ Loss after income tax (2,705,248) (2,369,606) Total comprehensive income (2,705,248) (2,369,606) Statement of financial position Parent 2025 2024 $ $ Total current assets 500,491 6,280,768 Total assets 53,087,865 55,668,922 Total current liabilities 424,392 129,094 Total liabilities 463,327 129,094 Equity Issued capital 85,118,436 85,118,436 Share-based payments reserve 333,323 543,365 Accumulated losses (32,827,221) (30,121,973) Total equity 52,624,538 55,539,828 Guarantees entered into by the parent entity in relation to the debts of its subsidiaries The parent entity had no guarantees in relation to the debts of its subsidiaries as at 30 June 2025 and 30 June 2024. Contingent liabilities The parent entity had no contingent liabilities as at 30 June 2025 and 30 June 2024. Capital commitments - Property, plant and equipment The parent entity had no capital commitments for property, plant and equipment as at 30 June 2025 and 30 June 2024. Material accounting policy information The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in note 1, except for the following: ● Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
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Camplify Holdings Limited Notes to the financial statements 30 June 2025 52 Note 22. Interests in subsidiaries The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in note 1: Ownership interest Principal place of business / 2025 2024 Name Country of incorporation % % Camplify Co (Australia) Pty Ltd Australia 100% 100% Camplify Co (NZ) Limited New Zealand 100% 100% Camplify Co (UK) Limited United Kingdom 100% 100% Plataforma Camplify Espana, S.L Spain 100% 100% PaulCamper GmbH Germany 100% 100% MyWay Insurance Europe GmbH Germany 100% 100% PaulCamper Limited United Kingdom 100% 100% MyWay Protection Pty Ltd Australia 100% 100% Camplify Co (Portugal) Unipessoal Lda Portugal 100% 100% MyWay Insurance Holdings Pty Ltd Australia 100% 100% MyWay Mutual Holdings Limited * Australia - - Tangerine PCC Limited MyWay Cell * Guernsey - - Windward Insurance PCC Limited MyWay Cell * Guernsey - - * Although no shares are held, these entities are controlled by the consolidated entity.
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Camplify Holdings Limited Notes to the financial statements 30 June 2025 53 Note 23. Events after the reporting period No matter or circumstance has arisen since 30 June 2025 that has significantly affected, or may significantly affect the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial years. Note 24. Cash flow information Reconciliation of loss after income tax to net cash used in operating activities Consolidated 2025 2024 $ $ Loss after income tax benefit for the year (15,844,309) (8,119,180) Adjustments for: Depreciation and amortisation 1,570,067 2,317,379 Impairment 6,036,000 - Share-based payments (210,042) 543,365 Net gain on disposal of non-current assets (32,858) (37,210) Loss on disposal of right-of-use asset and lease - 66,115 Foreign currency differences - 315,736 Change in operating assets and liabilities: Decrease in trade and other receivables 8,168,116 1,451,725 Decrease in inventories 307,493 216,308 Increase in deferred tax assets (1,032,413) (113,197) Decrease/(increase) in prepayments 73,890 (148,993) Increase in other operating assets (1,077,584) (1,294) Decrease in trade and other payables (2,275,342) (4,875,202) Decrease in contract liabilities (400,485) - (Decrease)/increase in provision for income tax (172,530) 246,500 Increase/(decrease) in deferred tax liabilities 65,303 (280,543) (Decrease)/increase in employee benefits (157,526) 237,020 Increase in other provisions 455,086 60,109 Decrease in other operating liabilities - (1,876,980) Net cash used in operating activities (4,527,134) (9,998,342) Non-cash investing and financing activities Consolidated 2025 2024 $ $ Additions to the right-of-use assets 237,017 55,694
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Camplify Holdings Limited Notes to the financial statements 30 June 2025 Note 24. Cash flow information (continued) 54 Changes in liabilities arising from financing activities Chattel mortgages Lease liabilities Total Consolidated $ $ $ Balance at 1 July 2023 105,966 648,790 754,756 Net cash used in financing activities (47,430) (361,684) (409,114) Acquisition of leases - 55,694 55,694 Disposal of leases - (155,243) (155,243) Balance at 30 June 2024 58,536 187,557 246,093 Net cash used in financing activities (58,536) (135,473) (194,009) Acquisition of leases - 237,017 237,017 Balance at 30 June 2025 - 289,101 289,101 Note 25. Earnings per share Consolidated 2025 2024 $ $ Loss after income tax attributable to the owners of Camplify Holdings Limited (15,844,309) (8,119,180) Number Number Weighted average number of ordinary shares used in calculating basic earnings per share 71,500,349 71,500,349 Weighted average number of ordinary shares used in calculating diluted earnings per share 71,500,349 71,500,349 Cents Cents Basic earnings per share (22.2) (11.4) Diluted earnings per share (22.2) (11.4) Share options are considered to be potential ordinary shares but were anti-dilutive in nature for the current and prior financial year and were not included in the calculation of diluted earnings per share. These options could potentially dilute basic earnings per share in the future. Note 26. Share-based payments Share option plan A share option plan has been established by the consolidated entity and approved by shareholders at a general meeting, whereby the consolidated entity may, at the discretion of the directors, grant options over ordinary shares in the company to certain key management personnel or senior staff of the consolidated entity. The options are issued for nil consideration and are granted in accordance with performance guidelines established by the terms of the employee share option plan. The options expire if the option holder ceases to be employed or contracted by the consolidated entity.
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Camplify Holdings Limited Notes to the financial statements 30 June 2025 Note 26. Share-based payments (continued) 55 Set out below are summaries of options granted under the plan: 2025 Balance at Expired/ Balance at Exercise the start of forfeited/ the end of Grant date Expiry date price the year Granted Exercised other the year 23/12/2020 23/12/2024 $0.7560 2,025,470 - - (2,025,470) - 2,025,470 - - (2,025,470) - Weighted average exercise price $0.7600 $0.0000 $0.0000 $0.0000 $0.0000 2024 Balance at Expired/ Balance at Exercise the start of forfeited/ the end of Grant date Expiry date price the year Granted Exercised other the year 23/12/2020 23/12/2024 $0.7560 2,025,470 - - - 2,025,470 2,025,470 - - - 2,025,470 Weighted average exercise price $0.7600 $0.0000 $0.0000 $0.0000 $0.7600 Set out below is a summary of options granted under the LTIP during the years ended 30 June 2025 and 30 June 2024: 2025 Balance at Expired/ Balance at Exercise the start of forfeited/ the end of Grant date Expiry date price the year Granted Exercised other the year 28/09/2023 28/09/2024 $1.42 157,043 - - (157,043) - 28/09/2023 31/08/2025 $1.70 182,648 - - - 182,648 28/09/2023 31/08/2026 $1.66 412,109 - - - 412,109 19/03/2024 19/03/2025 $1.42 79,225 - - (79,225) - 19/03/2024 31/08/2025 $1.70 66,176 - - - 66,176 19/03/2024 31/08/2026 $1.66 101,658 - - - 101,658 998,859 - - (236,268) 762,591 Weighted average exercise price $1.61 $0.00 $0.00 $0.00 $1.61 2024 Balance at Expired/ Balance at Exercise the start of forfeited/ the end of Grant date Expiry date price the year Granted Exercised other the year 28/09/2023 28/09/2024 $1.42 - 157,043 - - 157,043 28/09/2023 31/08/2025 $1.70 - 182,648 - - 182,648 28/09/2023 31/08/2026 $1.66 - 412,109 - - 412,109 19/03/2024 19/03/2025 $1.42 - 79,225 - - 79,225 19/03/2024 31/08/2025 $1.70 - 66,176 - - 66,176 19/03/2024 31/08/2026 $1.66 - 101,658 - - 101,658 - 998,859 - - 998,859 Weighted average exercise price $0.00 $1.61 $0.00 $0.00 $1.61 The weighted average remaining contractual life of options outstanding at the end of the financial year was 0.8 years (2024: 1.5 years).
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Camplify Holdings Limited Notes to the financial statements 30 June 2025 Note 26. Share-based payments (continued) 56 Employee Share Scheme A 3% employee share scheme has been established by the consolidated entity and approved by the shareholders, whereby the consolidated entity may, at the discretion of the directors, grant ordinary shares in the company to employees of the consolidated entity. The ordinary shares are issued for nil consideration and are granted in accordance with guidelines established by the terms of the 3% employee share scheme. Eligible employees must have been employed for more than 6 months at the end of a reporting period. During the year 242,713 shares were purchased and allocated to employees under the employee share scheme at a cost of $350,306. Expenses arising from share-based payment transactions The total expense arising from share-based payment transactions recognised during the period as part of employee benefits expense was $350,306 (2024: $543,365). Accounting policy for share-based payments Equity-settled share-based compensation benefits are provided to employees. Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of services. Cash-settled transactions are awards of cash for the exchange of services, where the amount of cash is determined by reference to the share price. The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using either the Binomial or Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the consolidated entity receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions. The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods. Market conditions are taken into consideration in determining fair value. Therefore any awards subject to market conditions are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are satisfied. If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification. If the non-vesting condition is within the control of the consolidated entity or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the consolidated entity or employee and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited. If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as if they were a modification.
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Camplify Holdings Limited Consolidated entity disclosure statement As at 30 June 2025 57 Place formed / Ownership interest Entity name Entity type Country of incorporation % Tax residency Camplify Holdings Limited (parent entity) Body Corporate Australia Australia Camplify Co (Australia) Pty Ltd Body Corporate Australia 100% Australia Camplify Co (NZ) Limited Body Corporate New Zealand 100% New Zealand Camplify Co (UK) Limited Body Corporate United Kingdom 100% United Kingdom Plataforma Camplify Espana, S.L Body Corporate Spain 100% Spain PaulCamper GmbH Body Corporate Germany 100% Germany MyWay Insurance Europe GmbH Body Corporate Germany 100% Germany PaulCamper Limited Body Corporate United Kingdom 100% United Kingdom MyWay Protection Pty Ltd Body Corporate Australia 100% Australia Camplify Co (Portugal) Unipessoal Lda Body Corporate Portugal 100% Portugal MyWay Insurance Holdings Pty Ltd Body Corporate Australia 100% Australia MyWay Mutual Holdings Limited Body Corporate Australia - Australia Tangerine PCC Limited MyWay Cell Body Corporate Guernsey - Guernsey Windward Insurance PCC Limited MyWay Cell Body Corporate Guernsey - Guernsey
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Camplify Holdings Limited Directors' declaration 30 June 2025 58 In the directors' opinion: ● the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; ● the attached financial statements and notes comply with International Financial Reporting Standards Accounting Standards as issued by the International Accounting Standards Board as described in note 1 to the financial statements; ● the attached financial statements and notes give a true and fair view of the consolidated entity's financial position as at 30 June 2025 and of its performance for the financial year ended on that date; ● there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable; and ● the information disclosed in the attached consolidated entity disclosure statement is true and correct. The directors have been given the declarations required by section 295A of the Corporations Act 2001. Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001. On behalf of the directors ___________________________ ___________________________ Andrew McEvoy Justin Hales Chairman Managing Director 28 August 2025 Newcastle
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Camplify Holdings Limited Shareholder information 30 June 2025 64 The shareholder information set out below was applicable as at 4 August 2025. Distribution of equitable securities Analysis of number of equitable security holders by size of holding: Ordinary shares % of total Number shares of holders issued 1 to 1,000 952 0.66 1,001 to 5,000 808 2.81 5,001 to 10,000 183 2.00 10,001 to 100,000 290 11.13 100,001 and over 52 83.40 2,285 100.00 Holding less than a marketable parcel 844 Equity security holders Twenty largest quoted equity security holders The names of the twenty largest security holders of quoted equity securities are listed below: Ordinary shares % of total shares Number held issued HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 8,912,692 12.47 CITICORP NOMINEES PTY LIMITED 8,773,304 12.27 BOND STREET CUSTODIANS LIMITED <SALTER - D79836 A/C> 5,695,937 7.97 THE HALES BOUGHT A FARM FUND PTY LTD <THE HALES BOUGHT A FARM FUND A/C> 5,519,110 7.72 BBFEHSE GMBH 4,108,251 5.75 J P MORGAN NOMINEES AUSTRALIA PTY LIMITED 3,613,966 5.05 MIRRABOOKA INVESTMENTS LIMITED 3,060,000 4.28 NEWECONOMY COM AU NOMINEES PTY LIMITED <900 ACCOUNT> 2,921,743 4.09 MAIRDUMONT VENTURES GMBH 1,392,117 1.95 UBS NOMINEES PTY LTD 1,328,721 1.86 WHP INVESTMENT PTY LTD <WHP INVESTMENT FAMILY A/C> 1,000,000 1.40 FRANZISKA SCHULZ 750,291 1.05 BOND STREET CUSTODIANS LIMITED <RSALTE - D62375 A/C> 700,000 0.98 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2 630,414 0.88 JJNA NO 2 PTY LTD 700,000 0.98 BOND STREET CUSTODIANS LIMITED <AGSK - D65803 A/C> 611,584 0.86 BNP PARIBAS NOMINEES PTY LTD <IB AU NOMS RETAILCLIENT> 612,357 0.86 FINCLEAR SERVICES PTY LTD <SUPERHERO SECURITIES A/C> 550,790 0.77 CREWS FAMILY PTY LTD <CREWS FAMILY SUPERANNUATION FUND A/C> 539,999 0.76 KUKUI CAPITAL 3 PTY LTD <KUKUI CAPITAL 3 UNIT A/C> 539,000 0.75 51,960,276 72.70
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Camplify Holdings Limited Shareholder information 30 June 2025 65 Unquoted equity securities Number Number on issue of holders Unlisted Options expiring on 31/08/2025, with strike price at $1.70 182,648 5 Unlisted Options expiring on 31/08/2026, with strike price at $1.66 412,109 9 Unlisted Options expiring on 31/08/2025, with strike price at $1.70 66,176 4 Unlisted Options expiring on 31/08/2026, with strike price at $1.66 101,658 9 The following person holds 20% or more of unquoted equity securities: Name Class Number held Justin Hales Options over ordinary shares issued 247,058 Substantial holders Substantial holders in the company are set out below: Ordinary shares % of total shares Number held issued PERRENNIAL VALUE MANAGEMENT LTD 10,327,777 14.44 SALTER BROTHERS EMERGING COMPANIES LTD 6,159,958 8.62 FIRST SENTIER 5,652,317 7.91 JUSTIN HALE 5,636,525 7.88 REGAL 4,826,175 6.75 BBFEHSE GMBH 4,108,251 5.75 J P MORGAN NOMINEES AUSTRALIA PTY LIMITED 3,613,966 5.05 Voting rights The voting rights attached to ordinary shares are set out below: Ordinary shares On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote. There are no other classes of equity securities.