Qoria Limited (ASX:QOR)
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Apr 28, 2026, 4:10 PM AEST
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AGM 2025

Nov 21, 2025

Peter Pawlowitsch
Non-Executive Chairman, Qoria

All right. Thank you. Good morning, all of you on the East Coast. Just ticked over to good afternoon. Obviously, a very exciting day here in Perth. Got the cricket, so we've done an hour the way, so those who want to go can go. Good morning. Welcome to the Annual General Meeting of Qoria Limited. For those of you who do not know me, my name is Peter Pawlowitsch. I'm the Non-Executive Chairman of Qoria. Joining me here today in the room are Non-Executive Director Phil Warren and Company Secretary Stephanie Matelas. Our Managing Director, Tim Levy, is online, as is our Non-Executive Director, Jane Watts. We have representatives from the company share registry, Computershare, assisting with registration and poll, and the auditor from BDO is here with us. Apologies.

Our non-executive directors, Georg Ell and Matthew Stepka, are unable to make it due to time zone commitments. Shareholders, just a bit of procedural things. Shareholders are only able to attend this Annual General Meeting in person, or anyone can watch online. It will not be possible to use the online associated vote on any resolutions or ask questions related to the resolutions during the meeting formalities, as only verified shareholders and proxy advisers are entitled to vote and ask questions on the resolutions. Although at the end of Tim's presentation, we'll enable anyone to ask questions of the company. If you could submit your questions through the chat function, then I'll ask them. If I satisfied myself there's in accordance with the company's constitution and quorum is present, therefore declare this meeting open. Tim, over to you.

Tim Levy
Managing Director, Qoria

All right. Great. Thanks, Peter. Let me just pull up a brief presentation. We put this out on the platform today. What I'll do today is quickly cover off where we've got to as a company and some things that we're thinking about in the medium term, where the company's going. Let's go. We believe we're leading now in online safety, cybersafety in our chosen markets, which are principally the U.S., the U.K., and private schools in Australia and independent schools in New Zealand. Our custodial consumer product is also starting to be, I think, seen in the market for what it is, as the leading parental control product globally. Over the next three years, now we've got that platform, what next?

For us, it's a focus on streamlining, unifying the business, the future of safety with AI capability inside of our platform, sensible product extensions, and obviously expansion globally. We're doing a lot of those things, but I want to talk a bit more about those today. All the while, making sure we're delivering strong growth and profitable growth, in particular, these are mantras inside our business. Where are we at right now? We believe this idea of an integrated solution that supports all the custodians of a child, be that parents, school admin, school IT, teachers, and wellbeing people, we believe that's going to be the reason that we win this category. All the signs are that that's working.

Certainly, when I listen to sales calls, particularly big districts in the U.S., it's that engagement with the parent community that is really standing out as a key point of difference. That bet that we made 10 years ago when we started this business, I feel like is really starting to play through. Today, we look after 27 million kids, which is more kids than there are Australians on the planet, which is a huge achievement, 8 million parents use our platforms daily, 32,000 schools. We have customers in more than 100 countries globally, and we have about 650 staff actually now across the world. This is new. I haven't shared this data before with the market or the world, really.

What we're now starting to show is, through the many years that we've been doing these things, the efficacy, the impact that we're making on students' lives and within school communities. There's a lot more data to come, but this one's a really interesting one. I think the market would like to see. What you're seeing here is a correlation. This is 2.2 million students, by the way. It is a big sample of students that are using our digital monitoring product in the U.S.. What we're doing is correlating the number of products, Qoria products that that school has, to the number of bullying incidents and safety concerns that schools have. All of those customers, all of those kids are monitored using our digital monitoring product. That is that one product column.

If a school client of ours in the U.S. is monitoring only, then they're experiencing 0.16 bullying incidents per 1,000 students per week. Still a high number. The more products you have of ours—classroom management, filtering, firewalling, student engagement, parental controls, you name it—the more products you get, you can see it's highly correlated to reduction in toxicity. I mean, there is no better demonstration of the efficacy of this platform approach, this ecosystem approach to online safety, and most particularly, bringing the parents into the safety programs of schools. There is no better evidence of the efficacy of what we're doing than that chart. Everybody who's been part of this business, investors included, you should be really proud of what we've achieved because now we can show the data points for the impact we're making on people's lives.

Now, going even a bit more heart-wrenching, this is an escalation that came through our business today, which I think is a really interesting and important reminder, a poignant reminder of what we do. Let me read it for those that may not be able to see the screen. This is a message that's come from one of our success teams in the U.S.. I just got off a call with name redacted, who was in charge of monitoring for their district. Last night, a student harmed herself, then started to reach out for a crisis line online to say she was about to harm herself more. The customer got the alert and called, sorry, our team got the alert and called the mum, who insisted the child was sleeping. To her shock, that was not the case. The child is now in the care of the hospital.

Maribel, who's our staff member, said her bucket is continuously filled by our product. All of us have literally intervened in a situation where a child has a tomorrow that they would not otherwise have had. This incident happened overnight. Okay. Let's get into more financial numbers. Over the last four years, we've seen a steady rise in ARR, but what we've seen in particular is an acceleration in the last 12 months. That's because we're really getting our mojo together. The product's starting to make a lot of sense. We're unifying elements where it makes priority elements. We're building brand name, particularly in the U.S.. Bigger districts are starting to chase us. Statewide deals are starting to come to us. Of course, the custodial business is really starting to accelerate as well. We added millions of students to our platform last year.

It's not single products or single markets. It's essentially all of our products, certainly our core products, filtering and firewalling, classroom management, and digital monitoring. The K-12 products are rapidly growing and t he custodial product, whilst it grew, I think around about 20% last year. First September's growth this year is suggestive of growth well north of 30%, which we could grow faster, but we're also being very mindful of making sure we're hitting our goal. The business is growing in all regions and essentially growing in all products. That's contributing to what I think you'll see in the next few slides, which is the leverage that we're seeing in our business. Again, talking about custodial, I'm banging on a lot about this, I know.

It is now our investments in the product development and marketing beyond just straightforward performance marketing that is really now starting to accelerate. We are seeing much higher growth in subscriber numbers, much more accelerated growth in ARR. Also, importantly, that child on the bottom right is showing that those investments are actually driving up the lifetime value of these customers. Essentially, we are getting better customers, more qualified customers that are sticking with that business for a longer period of time. That is a huge asset. We are still delivering ROI in that business of north of 300%, which means as the K-12 and our overall business starts to contribute more profits, we will be able to put more of that into accelerating that custodial business. This was touching on before.

All of that great work with growth, cost control, focus on our cost of selling, channel commissions, and so on, all of our direct costs is now opening up the jewels to profitability. Last year, we achieved nearly 15% EBITDA margins. This year, this current financial year, we're promising to better that in the order of 20% or better. You see, again, the important chart on the right-hand side is the leverage that we have in our business. Our average revenue per student net of channel commissions is what you're seeing there. Sorry, that's the RP. That's gross revenue per student from our students is coming through, less our direct costs, which are essentially flat. Our margins are opening up.

As long as we can keep maintaining our fixed costs relatively flat, which we've done in the last few years, this business becomes very profitable very quickly. Okay. What next? We've built this platform. What are we thinking about next beyond just the promise of delivering that profitable growth, which is encapsulated in our recent guidance? Streamlining and unifying is very important. We've acquired eight businesses over the last 10 years. I think that chart down there on the right shows a really good story, which is we've been able to absorb these businesses, bring them together technically and culturally, and then accelerate organic growth on top. Some of our key achievements, in my view, is you see it highlighted second bottom item on the dot points there, is strong staff engagement. We almost have zero regrettable staff attrition.

We've been amazing at picking the right businesses to bring into our business, picking the right team and talent, and then working on a very purpose-driven culture, encapsulated with some of the results that you've now seen. That is now, I think, we're seeing very clearly across the industry that we're in as a great platform, and not only technically, but also a platform for people to forge their own careers. The next thing for us, I guess, is beyond M&A work, doubling down on our successes. We've just punched through 20% of students in the U.S. on our platform, which is an extraordinary achievement. I probably should have announced that. What next with there? We're going to drive growth in our top 100 U.S. school districts. That's a huge emphasis for this year. We're now known across the U.S..

Now let's double down and grow there. We're lifting investments in custodial, making sure that we're not impacting our guidance, but that's a huge opportunity. We're expanding reseller networks. We recently announced a partnership with CDW, which is the biggest reseller network in the U.S.. Of course, we have a whole range of reseller partnerships, including MSPs and a whole range of buying groups in Europe, which I'll talk about in another investment session. That's all growing very well as well. Finally, driving cross-sells. We've got about 1.8 products per customer in the U.K. and about 2.6, I think it is, in the U.S.. Those numbers should be doubled in the next three years. That offers massive opportunities for growth and profit for our business. All right, unification. We talk about this a lot.

It's simplifying our code base, it's bringing all of our capability, making it available to all of our customers globally. It is a big and complicated piece of work. What this diagram or this chart is trying to show is the elements, the components, the major technical components in our various platforms that we've merged with, and how we're progressing and plan to progress over time to consolidate them into a single stack. The emphasis in 2025 has been mostly around the cloud components that will allow us to link the Limeade platform, which is our U.S. platform, to the inline Smoothwall platform, which is in the U.K. That's pretty much done now. We're in the final stage of bringing that Limeade platform to the U.K. as what's going to be known as Qoria. That should be launched.

The first version of that should be launched in March. By the end of 2025, sorry, the end of 2026, all schools in existing school clients in the U.K. will be able to access all of our capability. Most importantly, and as importantly, sorry, some of the unique capability that we have in that Smoothwall platform will also be available for the US, which will kind of give us another leg of growth and pricing opportunities in the U.S.. By the end of 2026, all products will be available in all markets. 2027 really is focused on the unified experience and kind of making sure that all customers, when they sign into our platforms, feel like it's a unified single experience, again, across whatever capability you choose. Okay. AI, look, what next? You can't not talk about AI.

It is reshaping everything we're doing in our business. Of course, for schools there, when AI started to take off two, three years ago, their concern was about academic dishonesty. That still is true. Today, there is an ongoing cat-and-mouse game with schools trying to deal with how do you assess kids with their ability to grab these tools and cheat. Those concerns are rapidly evolving to some other things. There is the use of AI tools. The behavioral implications of kids forming intimate relationships with AI tools is causing serious mental health challenges. That is something that we're being asked about constantly. Our platform is obviously designed to support with that. This emergent challenge also of maybe you could simplify it, call it a dumbing down of a generation.

It's the impact on cognitive development and critical thinking skills when the answer's available to you instantly, always. These are the big three areas of concern for educators beyond just the kind of workflows of operating inside a classroom. We think we've got a good story to tell. We're working on some things in the background, which we're hoping to launch next year. We see our role as across everything that we do, actually, is to provide the kids that are monitored by a platform, the teachers, the safety leads, and the parents with the kind of tools to give them the ability to make the right choices for them in that moment. I'll talk more about that soon, but there's a lot of work going into that.

In the meantime, we're doing a lot of stuff on cost structure, let's say, improving the way that we develop software, using automation to improve our processes like digital monitoring, and using AI tools to improve the way that we categorize behaviour and access to the internet. Mountains of work going. We've saved literally millions of dollars a year of costs already through the use of AI tools across our various platforms. Obviously, beyond our existing business, what next for us? This diagram, I hope, provides an insight into the way we think about it. There is core K-12 online safety, which is where we've been focused today. Us and our market have been innovating to essentially expand our TAM through introducing things like AI tools, AI filtering, data analytics is something that we've done recently.

Now, some of our competitors are going beyond that into areas of physical safety, hall passer systems, and visitor systems, and dismissal systems. One of our competitors, Lightspeed Systems, has recently introduced a virtual mental health support. Of course, there is security, which is an obvious adjacency to what we do because our CTOs are buying that product as well. Beyond those natural adjacencies to the safety proposition, there is obviously a lot of things that we could do. In consumer, we already have a parental control capability, but there are clear concerns with mental health in the community, location tracking, the Life360 sort of capability. Parent communications is a big category. Of course, consumer endpoint security is an obvious extension of our promise to keep families safe and secure. These segments are massive. We will be careful. We are not in a hurry.

In the areas of green, we're dominant and doing really well. We don't need to step out into the grey areas, but where it makes sense to do so, we will do so. For all investors to be clear, nothing that we do will impact our promises with respect to profitability, cash flow, or growth. There is also, we have an eye on what next, right? If we're dominant in English-speaking worlds, where next? We have a business. There are two things I'd like to bring your attention to. One is we have a small business in Spain that sells to international schools globally. We're building up a footprint of international partnerships and revenue.

It will, from probably the end of next calendar year, if not early 2027, become a real focal point for us to expand outside of the English-speaking world in our K-12 products. By that stage, we'll have a fully multilingual, what's called an internationalised platform, so we can sell that product aggressively in all markets, not just those markets that are comfortable in English user interface. Now, the non-English-speaking world, and though it is dominated by state-based approaches to student safety, think about it like a New South Wales Education Department, which has bought a filtering, a firewalling solution from Palo Alto Networks, maybe in partnership with an MSP, and that's providing filtering in the network. That's often how it works in the international markets.

I put these logos of MSPs and telcos there because that's probably going to be a big part of our international growth story, building partnerships with telecommunications providers. These are telcos that we already have partnerships with, and MSPs and firewall providers to layer our cloud services on top. That's not a punt. We know that there are existing business models, including some in Australia, that do that today. That will become a bigger part of our focus as we shift into enterprise partnerships in, as I said, end of 2026, early 2027. We plan to double down on the English-speaking markets, as I said before, but then we're positioning. We're getting ready in our business to have that next leg of growth in those other markets. That's really it. I hope that was helpful. Hopefully, that didn't take up too much time. Peter, over to you.

Peter Pawlowitsch
Non-Executive Chairman, Qoria

Thanks, Tim. There are no questions so far. I am just going to proceed with the formal business and check again at the end if there are any questions for you, Tim. Just one comment. Some of those, seeing the impact we can have in those harm events we say from we never lose sight of as a company. The impact you can see happening with the bullying, with the more products being rolled out, is amazingly fantastic. You can see why what we do is so important and why we need to be successful. Okay. Formal items. You received a copy of the notice of meeting. You received a copy of the resolutions with your notice of annual general meeting. Unless there are any objections, I will take the notice as read.

The annual general notice for annual general meeting contains a total of six resolutions. We are required to have a voting complete at all shareholder meetings via a poll. As noticed in the notice of meeting, shareholders cannot use the web customer facility to vote on meeting resolutions. In respect of the poll voting process, all shareholders who have submitted a proxy form prior to the meeting don't need to take any further action as their votes are already counted. If you have not already voted, you'll be provided a poll form on entry to the meeting. All poll forms will need to be submitted at the end of the meeting by handing to the Computershare representative. Proxies have been received totally: 844,048,914 shares, representing approximately 62.33% of the total number of shares on issue in the company. I think that's a record for us.

The details of the votes on each resolution will be detailed on the screen behind me and on the screen as I read each resolution. Shortly after the resolution, we'll collect poll cards and close the poll. The results of the meeting will be made available on the ASX. Voting exclusions. Where voting exclusions are relevant, those votes have been excluded from the resolution. Resolutions one, four, five, and six are subject to voting exclusions as detailed in the notice of meeting. If shareholders wish to ask questions during the meeting, I'll confirm there'll be an opportunity after reading of each resolution for the questions relating to that resolution. I'll now move to the agenda items. The annual report. The first item for business is to receive and consider the company's annual report for the year ended 30 June 2025. 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. Jared Mitri, our auditor from BDO, is with us today. Questions relating to the audit, the auditor's reports, and the company's accounting policies may be directed to Jared Pruitt, Chairman. Are there any questions on the annual report? All right. Resolution one. Further proxies for resolution one is displayed on the screen. That's a resolution one. That for the purpose of section 250R of the Corporations Act and for all other purposes, the remuneration report, which forms part of the director's report for the financial year ended 30 June 2025, be adopted. Are there any questions? No. All right. Resolution two. Re-election of Mr. Philip Warren. I refer the proxies for resolution two displayed on the screen.

That for the purpose of article 6.3B and 6.3C of the company's constitution, listing rule 14.4, and for all other purposes, Mr. Philip Warren, who rotates by rotation and being eligible, offers himself for re-election, is re-elected as a director. Are there any questions? Next, resolution three, re-election of Mr. Georg Ell. I refer the proxies for resolution three displayed on the screen. That for the purpose of article 6.3C of the company's constitution, and for all other purposes, Mr. Georg Ell, who rotates by rotation, be eligible and offers himself for re-election, is re-elected as a director. Questions? No. Resolution four, grant of managing director security to Mr. Tim Levy. I refer the proxies for resolution four displayed on the screen.

That pursuant to and in accordance with part 2DE. 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 the grant of up to 750,000 STI financial year 2026 options, 750,000 LTI financial year 2028 options, and 800,000 TSR financial year 2028 options under the plan, including the issue or transfer of shares on the vesting and exercise of those options to Mr. Tim Levy and/or his nominees on the terms and conditions set at the expiration memorandum. Any questions? Resolution five, approval of employee incentive securities plan. I refer the proxies for resolution five displayed on the screen. That for the purpose of listing rule 7.2, exception 13B, section 260C4 of the Corporations Act, and for all other purposes, shareholders approve the renewal of and the company's adoption of the company's employee incentive securities plan.

The grant of any securities under the employee incentive securities plan and the issue of underlying shares of such securities, in accordance with the employee incentive securities plan, in each case on terms and conditions set out in the explanatory memorandum. Any questions? Resolution six, approval of termination benefits. I refer to the proxy votes on resolution six displayed on the screen.

That pursuant to and in accordance with article 6.5 of the Constitution, part 2D. 2 of the Corporations Act, including sections 200B and 200E of the Corporations Act, and for all other purposes, shareholders approve the giving of benefits detailed in the expansion memorandum in connection with any person who, from time to time, is or has been a member of key management personnel or holds or has held a manager or executive office in the company or a related body corporate, ceasing to be a member of the key management personnel, ceasing to hold that manager or executive office, or ceasing to hold subsequent office or position employment in the company or related body corporate relevant personnel.

This approval applies for such benefits given to the relevant personnel or any other person in the period to the conclusion of the third annual general meeting of the company after the date on which this resolution six is passed. That was wordy. Any questions on that one? No. Poll. Can all shareholders now complete their voting cards and lodge them with Computershare? I now declare the meeting closed. We'll now tally those and they'll be released. Any questions coming for Tim while we're doing that? No questions. Okay. Thank you. That being the conclusion of the annual general meeting, I declare the meeting closed at 9:30 A.M. Perth time. Thank you all for attendance, and look forward to seeing you on future webinars when Tim's giving further updates about business. Thanks all.

Tim Levy
Managing Director, Qoria

Thanks, Peter.

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