Qoria Limited (ASX:QOR)
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Apr 28, 2026, 4:10 PM AEST
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AGM 2024

Nov 21, 2024

Peter Pawlowitsch
Non-Executive Chairman, Qoria

For those of you that do not know me, my name is Peter Pawlowitsch. I am the Non-Executive Chairman of Qoria. Joining me here today are Managing Director Tim Levy, Non-Executive Director Phil Warren, and Deputy Secretary Jack Rosagro. Our Non-Executive Director, Dr. Jane Watts, based in Sydney, is attending via the web facility. We've also representations from the company's share registry, Computershare, who are assisting with the registrations and the poll to be conducted at the conclusion of today's meeting. We have apologies of Non-Executive Directors Georg Ell and Matthew Stepka due to time zone constraints as they are based in the U.K. and America. Shareholders are able to attend this annual general meeting in person or online.

If you're joining the meeting via webinar, you're able to submit questions during the meeting in respect to the formal items of business, as well as the general questions in respect to the company and its operations. Questions should be submitted using the Q&A link on the Zoom platform. I've satisfied myself that in accordance with the company's Constitution, a quorum is present. I therefore declare this meeting open. To start with, I'll hand over to Tim, who will provide a bit of an overview of the company and sort of our last five-year journey, and at the end, there'll be an opportunity to ask some questions about the company. Tim.

Tim Levy
Managing Director, Qoria

Thanks, Peter. And it's wonderful to have a big audience here for the first time. And welcome to everyone online who's listening in. As Peter suggested, I'd like to use these AGMs just to position where the company is. We obviously get stuck in the detail and quarterly results on cash flows and specific operational milestones, but I think it's always interesting to kind of stand back and think about what we've achieved as a group, employees, board members, of course, investors in the last five years. So that's what I'll do. And then I'll kind of, at the end of this session, I'll talk about some of the themes that will drive the next phase in the evolution of this company. Okay. So why Qoria as an investable proposition? Obviously, social impact dealing with the biggest challenges of our time.

Literally, you're seeing it in the news every single day in Australia if you're following the news and concerns around social media and age verification and so on. It is an untapped market globally. There is no dominant player in what we do in any market. Our business is now clearly at the inflection point, and you've seen that in the healthy rise in our share price of recent times and we're now turning to cash flow generation and profitability. Without question, we're a global leader, and I think that's evidenced by K1 seeing us as the likely platform for a roll-up of the industry that the takeover bid that they lobbed months ago. Our vision is very unique. I talk about that a lot. I won't go into much about that today, but I will touch on how we've built that product vision.

Our ability to acquire separate businesses, bring those, unify those businesses, cultures, and then add value to them is, I think, without question, the best in the industry. So I think we're really well placed to dominate this space. So for those that haven't seen this before, launched in 2016, we look after 27,000, 29,000 schools, sorry, 24 million students across more than 100 countries are using our technologies and 10 countries using our education technologies. Our brands are coalescing under the Qoria brand, but we still have numerous brands: Linewize, Smoothwall, Qustodio, and ySafe. But in the next two or three years, you'll see them all become one. So I've kind of touched on this. Actually, as of today, we're about 550 staff with bringing of the Sri Lankan team from Octopus BI into our mix across now 11 countries.

We have offices, 24 million students, 6 million parents. It's just within days away from hitting 7 million parents who are interacting with our technology every day. 29,000 schools, as I said, and importantly, we intervene in a life-threatening situation literally every three minutes, which is a stunning stat and somewhat horrifying. Okay. Financially, we've now punched through AUD 120 million ARR comfortably.

Last year's revenue was nearly AUD 100 million with AUD 71 million of gross margin. Profitable, operating cash flow positive, we've had cash flow positive in the last quarter. In fact, I'll show you some charts now that kind of position the improvement in our financial results and leverage. These are really important to keep an eye on because these things will ultimately demonstrate the value of us becoming a profitable company and us against our peers, and our SaaS metrics are pretty remarkable. All of our revenues are recurring.

Our service margins, which is what most people see as gross margin, is north of 90%. Our net revenue retention is north of 110% with a target of 120%, growing at 20%. It's actually better than this. Our marketing efficiency, you'll see that's improving. So for every dollar that we spend in marketing, we get $9 in return, which is pretty incredible, but you'll see that improve in the coming year. Our churn is industry-leading at less than 5% and effectively zero bad debts because all customers pay us upfront, and our enterprise customers are all state-backed. That's a remarkable set of SaaS metrics that the market is now, I think, waking up to as we become profitable. Okay. So let's position the last five years.

We've deliberately built. Some people have seen us being inquisitive, and that's true, but it's all been purposefully around delivering on this platform vision that we have, the ability to protect the child from the first time they touch a device all the way through to them leaving a school, supporting that child with agency. The teachers, the school admins have legal obligations, obviously parents who want to be part of that safe digital journey for their children whilst giving them access to all of the incredible benefits of that technology. So we've built that portfolio over a period of time, and the most recent one being Octopus on the top right is an incredibly exciting addition to our business, and I think it's going to have a material impact in our business and for our customers for this financial year.

This is a new slide I haven't put up before, but I think it's worth reflecting on the validation of our business. Obviously, we had the takeover bid from K1, which I think is a validation of a company that has spent a lot of time investigating SaaS. They're focused on tech businesses and education, and they picked us as the likely winner of this segment. But there are bigger names that also have chosen Qoria as their provider of safety and wellbeing solutions for their customer bases, including Singtel, where we are the parental control tool of choice. We just announced SoftBank yesterday in a really important partnership. The, I think, second largest chain of international schools in the world, the ISP, has chosen us as their partner for safety. TASB, which is the Texas is it on here? Yeah, Texas Association of School Boards.

So Texas has chosen Qoria as the provider of safety and wellbeing technology for that state, a state that's bigger than Australia. Schools Broadband with 2.4 million students, the biggest reseller of safety technology in the U.K., has chosen us as, through a competitive process, has chosen us as the provider of safeguarding technology in that market. O2, Bouygues, Movistar, Vivo, and many other telco partners globally. No one that we compete with can say that. No one that we compete with has these shingles associated with their offerings. That's a pretty significant achievement. Again, for people worrying about our business and how we fit globally, I think there's no question that we are seen as the leaders in the stuff that we do. All right. Our growth in the last five years has been pretty phenomenal, averaging north of 20% year on year.

And most importantly, the last two years, organic growth has been north of 20% year on year. And now north of 55%, getting close to 60% of our revenue that's in our books today is from organic sources. So yes, we've been inquisitive, but now that's turning into organic growth through new logos, now existing markets, but also crossing upsells into different markets. And how that looks internationally, you see here. So we have big chunks of revenue now, meaningful chunks of revenue from the U.K., the U.S., which has now surpassed the U.K., Australia, New Zealand. And of course, our consumer business, which I just saw earlier today, is now growing comfortably north of 20% again, which is a huge contributor. One of the best acquisitions we've done is that Qustodio business. So this is good for us because it means, firstly, this problem exists everywhere.

It's not a uniquely English-speaking problem, online safety, so we do have go-to-market opportunities everywhere, but it also means we are diversified, particularly against our peers who typically only have U.S. or pound-based revenue. So we're in a really good place, and we also work pretty cleverly, I think, to distribute our costs as much as we can in line with our revenue streams to mitigate any currency movement, so I think we're very well placed globally to dominate. Okay, and this is an important slide as well, which represents very well, I think, our transition from being a new business acquisition-based company to looking after existing customers, maintaining relationships with existing customers, and selling them more and more products. Our average products per customer went from one a couple of years ago to around two now, and our price points are only ever increasing.

Our average sales value, which is the chart I was going to put in here, has more than tripled in the last two years, so we're getting bigger orders from customers, but our average price per unit has only been going up, which is a sign of the success of the willingness of customers to buy more and more products from us, I guess, at high price points, and all of that financial success is now turning into the jaws opening up as we've created leverage, so stable cost structure, so more dollars that we're adding at high margins and maintaining our cost structure means that we're now, in this financial year, expecting to be profitable, north of 10% EBITDA margins, and we're expecting to be on around about cash flow break-even, so the inflection point is essentially now, and I think the market's now starting to see that.

One other thing that's worth mentioning, and as our regulators are changing, I guess, people are starting to ask much more questions about how responsible we are as an organization. So our commitment to ESG is something we take pretty seriously. We are self-evidently an impact-oriented business with our focus on protecting children and supporting schools and parents. But we've also made a lot of other active choices in our business around environment. We move, for instance, all of our data into the central data store of Google, which is the most environmentally conscious data center in the world. We have a very strong ethical program. We have a very sophisticated, by being ASX-listed, of course, very sophisticated approach to governance, but also in terms of data privacy and security.

And our employees, we actively engage with our staff and make sure that their experience is the best they've ever had. And across all those metrics, I think we're doing pretty well, and we're measuring ourselves, and we're improving across all of those. Okay. So what next? I think there are three themes that people have been asking me about or people have been witnessing in the last few months. And so I really wanted to kind of put those into this slide, talk briefly about them and what that means for our business. And the first is funding. And our Tim was just asking me just then about the impact of a Trump presidency in the U.S. And bottom line is, and whilst there are talks about austerity in the U.S., there are talks about eliminating the federal education department and so on.

I don't need to get into those debates, but the bottom line is if efficiency needs to be found in education, it has to be found through enabling technology. There's no question there's going to be increasing investments in technology in that market, but more broadly. And particularly, you can see signs of that with AI exploding in classrooms. 66% of teachers in the U.S. now use AI in the classroom. Can you believe that? Two years ago, it didn't exist. So you'll see more investment. The other thing to think about, I guess, is $17,000 per year is the average funding for students in the U.S., and $16,000 of that is people. So they're not going to get savings from cutting technology. They're going to get savings from optimizing the use of people and school infrastructure. So we don't have concerns with funding disappearing.

In fact, we're seeing rich opportunities by increasing digitalization of learning. Second point, the challenges of safety are only growing, and you're seeing that with concerns about mental health. But more recently, and it might not be public, but concerns around AI use, unmoderated AI use is really troublesome. And the idea of Character.AI, which you might have heard of, kids becoming friends of these AI tools and these tools putting them down dark places, and some kids are even killing themselves. This is the horrific implications of safety tech not being properly thought through as these technologies are rolling out. So I don't see, sadly, any slowdown in the challenges that our industry and our technology is trying to tackle. In fact, I think it's accelerating, sadly.

Simultaneously, community concern is growing, and you see it playing out, particularly in Australia, where there's a very active debate about age verification. Of course, the government intends to pass, in this sitting, laws that will ban social media, which has all sorts of people raising all sorts of concerns about the concept of making activity illegal versus safe. In any event, it reflects, and I think many of the regulatory changes globally, including the very aggressive regulations in Texas about enabling parents to have visibility and control of learning devices in kind of the blue states in the U.S., who are sensitive to information about children being shared with parents who, in fact, might bring more risks to that child if you think about a child questioning their sexual identity. All of those things are ultimately with people who are well-meaning.

All these regulations are about people who are stepping into the challenges of unmoderated internet access, and our industry is right in there trying to be helpful, so again, I think community concern, challenges growing, and funding is there and growing, so those drivers are good for us. And what does that mean for our business in view? Innovation. There's heaps of opportunity, particularly in AI, to manage the digital experience of children real-time inside the platform that they're using. There's going to be opportunities for us to get more into mental health, either through AI tools or including humans in that loop, which is the expression that's used in AI today. More and more products coming in our platform, which allows revenue expansion from our existing customers, then finally new markets. We are very dominant in the U.K. We're dominating the U.S.

We're doing incredibly well again in Australia and New Zealand. But this problem, as I said before, isn't peculiar. It's an English-speaking world. So there's imminent opportunities for us outside those markets, and particularly through distribution channels like what you saw before, managed service providers and telcos. And that will be the future of our business from kind of 26 onwards is non-English-speaking markets with connectivity partners. So I think, yeah, we're in such a good spot right at the right time where we're inflecting and going to that position of generating cash flow. I think that's my presentation.

Peter Pawlowitsch
Non-Executive Chairman, Qoria

Thank you, Tim. Any questions on the business coming through? No? Any questions in the room? All right. Excellent. Thank you. It's pretty amazing when I look back and think of what we've achieved in the last five years.

Then Tim and I have actually chatted and said, "We've got a resource to start the journey. The opportunity is still in front of us. We're only scratching the surface of the impact we can have and the lives that we can help save across with what we deliver." So I'm thinking the next five years are going to be even more successful than the last five. So it's an exciting time, I think, for our company. And the next few years are going to be even more exciting. Okay. Now we move on to formal business, the less exciting part of the meeting. You have all received a copy of the Resolutions with your notice of Annual General Meeting. Unless there are any objections, I'll take the notice as read. The notice of Annual General Meeting contains a total of 10 Resolutions.

We're required to have voting completed at all shareholder meetings via a poll. As noted in the webcast announcement dated the 18th of November 2024, shareholders cannot use the webcast facility to vote on meeting Resolutions. In respect to the poll voting process, all shareholders who have submitted a proxy form prior to the meeting don't need to attempt to take any further action as their votes are already counted. If you've not already voted, you will have been provided a poll form on entry to the meeting. All poll forms are noted to be submitted at the end of the meeting by handing to Computershare representative. Proxies have been received totaling 386,501,552 shares, representing approximately 29.92% of the total shares on issue in the company.

The details in the votes for Resolution will be detailed on the screen to my right as I read each Resolution short and on the screen for those online. Shortly after the Resolution, we'll collect the poll cards and close the poll. The results of the meeting will be made available on the ASX. Where voting exclusions exist, relevant to those votes have been excluded from the Resolution. Resolutions 1, 4, 5, 6, 7, and 8 are subject to voting exclusions as detailed in the notice of meeting. If any shareholders wish to ask a question during the meeting, I confirm that there will be an opportunity after the reading of each Resolution for questions related to that Resolution. I'll now move to the agenda items. The first item for business is receive and consider the company's annual report for the year ended 30th of June 2024.

There is no voting on this item. Instead, shareholders have the opportunity to ask questions about the company's financial performance and operations over the past year. Jarrad Prue, our auditor from BDO, is with us today. Questions relating to the audit, the auditor's report, and the company's accounting policies may be directed to Jarrad through me as chair. Are there any questions or comments in relation to the annual report?

Tim Levy
Managing Director, Qoria

No.

Peter Pawlowitsch
Non-Executive Chairman, Qoria

Thank you. We'll proceed to the Resolutions. Resolution 1. I prefer the proxy votes for Resolution 1 displayed. That for the purposes of section 250 of the Corporations Act and for all other purposes, the remuneration report be adopted by shareholders on the terms and conditions in the explanatory memorandum. Are there any questions on the Resolution? All right. Thank you. Resolution 2. I refer to the proxy votes for Resolutions 2 displayed. Resolution 2.

That for the purposes of Article 6.3C of the Company's Constitution, Listing Rule 14.5, and for all other purposes, Dr. Jane Watts retires by rotation and being eligible and offering herself for re-election is re-elected as a director. Are there any questions on the Resolution? Thanks. Resolution 3. I refer the proxy votes for Resolution 3 displayed. That for the purpose of Article 6.3C of the Company's Constitution, Listing Rule 14.5, and for all other purposes, Mr. Matthew Stepka retires by rotation and being eligible and offering himself for re-election is re-elected as a director. Are there any questions on the Resolution? Resolution 4. I refer to the proxy votes displayed on the screen.

That for the purpose of Listing Rule 7.4, and for all other purposes, shareholders approve and ratify the prior issue of 16,045,408 unquoted warrants pursuant to the warrant instrument entered into between the Company and Ashgrove Specialty Lending Investments and announced to the ASX on the 23rd of January 2024 on the terms and conditions set out in the explanatory memorandum. Are there any questions on the Resolution? Resolution 5. I'll put the proxy votes on the screen. That for the purposes of Listing Rule 7.4, and for all other purposes, shareholders approve and ratify the prior issue of 14,736,265 shares pursuant to the share sale and purchase agreement relating to the acquisition of Educator Impact on the terms and conditions set out in the explanatory memorandum. Any questions? Resolution 6. I'll put the proxy votes on the screen.

That for the purpose of Listing Rule 7.4, and for all other purposes, shareholders approve and ratify the prior issue of 18,645,162 shares pursuant to the 2024 placement on the terms and conditions set out in the explanatory memorandum . Any questions? Resolution 7. I refer to the proxy votes on the screen. That for the purpose of Listing Rule 7.4, and for all other purposes, shareholders approve and ratify the prior issue of 11,666,667 consideration rights pursuant to the share sale and purchase agreement relating to the acquisition of Octopus BI on the terms and conditions set out in the explanatory memorandum . Any questions? Resolution 8. I refer to the proxy on the screen.

That pursuant to and in accordance with part 2D.2 of the Corporations Act, including sections 200B and 200E of the Corporations Act, Listing Rule 10.14, and for all other purposes, shareholders approve and grant up to 870,070 STI, financial 25 options, 580,046 LTI, financial year 27 options, and 625,000 TSR options under the plan to Tim Levy and and/or his nominee on the terms and conditions set out in the explanatory memorandum. Are there any questions on the Resolution? Resolution 9. Proxy votes on the screen. That for the purposes of section 327B of the Corporations Act and for all other purposes, BDO Audit Pty Limited, having been nominated by shareholders and consenting in writing to act as the auditor of the company, be appointed as auditor of the company effective immediately. Any questions on the Resolution? Thanks. Resolution 10. I refer to the votes on the screen.

That for the purpose of Schedule 5 of the Constitution and section 648G of the Corporations Act, and for all other purposes, the company renew the proportional takeover provisions contained in Schedule 5 of the Constitution with effect from the date of this Resolution for a period of three years. Any questions on the Resolution? All right. Thank you. All right. Poll. Can all shareholders now complete their voting cards and lodge them with Computershare representative? All right. Declared the poll closed. Any further questions? Declare there have been no formal items. This completes the business of the Annual General Meeting. I'll declare the meeting closed at 11:54 A.M. Thank you for attending the meeting.

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