Good afternoon, everyone, and welcome. My name is Fiona Pak-Poy. I am the Chair of Tyro Board. On behalf of my fellow directors and the whole Tyro team, I'm delighted to welcome you to this year's 2025 Annual General Meeting. Before we begin today, I would like to acknowledge that I'm hosting this meeting in Sydney on the land of the traditional owners, the Gadigal people. I'd also acknowledge the traditional owners and custodians of the various lands from which you are all meeting today or joining the meeting virtually, and I wish to pay my respect to elders past, present, and emerging. Thank you to everybody who's joined us today, either in person here in Sydney or through the webcast. For those of you joining virtually, I'll shortly go through some of the technical aspects to ensure that you're comfortable with how to ask questions and to vote.
If you haven't already done so, I would encourage you to download the virtual meeting guide, which can be found on the Tyro Investor Centre. I'm informed by Jairan Amigh, Company Secretary, that, in accordance with the company's constitution, a quorum is present, and I now declare the meeting formally open. I'd like to introduce my fellow Non-Executive Directors here on stage. Joining me today in person are Claire Hatton, Paul Rickard, Aliza Knox, Shefali Roy, and Steven Holmes. Joining me on stage also is Jon Davey, Tyro's CEO and Managing Director, who will be providing an update during this meeting. I'm also joined by our Company Secretary, Jairan Amigh, and our Chief Financial Officer, Emma Burke. Today we're also joined by some of our leadership team and our audit partner from EY, Anita Kariappa. Please say hello to any of them if you get a chance.
The order of today's meeting will be as follows. I'll begin by providing a brief update on some of the key activities that the board has engaged in over the last year before handing over to Jon Davey, who will provide a summary of Tyro's performance in FY 2025 and an update on how the business has been tracking so far in FY 2026. After this, we will turn to the formal business of the meeting. There are four items of business to be put to shareholders today, and there will be an opportunity for you to ask questions. For your reference, both the FY 2025 annual report and the notice of meeting are available to download on Tyro's Investor Centre. These were published on the 26th of August and the 22nd of October this year, respectively. I'll take these documents as read.
I'll now ask our company secretary to run through some procedural matters before Jon and I give our updates.
Thanks, Fiona. Welcome, everyone. I'm going to talk about how you can vote today and how you can ask questions today. In terms of voting for shareholders present in the room, you would have received a voting card when you registered and arrived today. Please use your voting card to record your votes and make sure you give them back to the registry team outside before you leave, so we record your votes. For online shareholders, you'll need to register online to vote and to receive your voting card. To do that, just go to the bottom of the page that you're on now, and there is a box that says "Get a Voting Card." Please click that box. You'll need to provide your details, your shareholder number, and your postcode. If you're a proxy, instead please use your proxy number that you were given by MUFG.
Once you've entered those details, click the "Submit Details and Vote." You'll then be registered, and your voting card will appear online. Please then use that online voting card to record your votes. You can submit full or partial votes. In terms of questions, again, a reminder, it's shareholders, their proxies, and corporate reps who can ask questions. We will have question sessions at different points of the meeting. Fiona will ask if there are questions. For everyone in the room, when you want to ask a question, please raise the yellow or blue card you were given when you arrived, and someone will come and bring the mic over to you, and you can ask your question. For shareholders online, you'll need to click the "Ask a Question" button on the web page and follow the instructions from there where you can write in questions.
If you're online and you want to ask an oral question, there is an audio question facility. Just follow the instructions contained in the online meeting guide. You'll find that button as well if you press "Ask a Question." We'll try to answer all the questions that are asked today, but if there are several that are similar, we'll just group them together and answer in one go. If you have any trouble using the online facility today, there's a phone number on the web page for you to call, or please have reference to the online meeting guide that you can access from that page or on our website.
If there are any technical difficulties today and you're unable to participate, the chair will assess the circumstances and make a decision there as to what steps we'll take next, but hopefully all will go to plan, and I'll hand back to Fiona.
Thanks, Jay. We can now turn to the first item of ordinary business, which is the tabling of the group's annual report for the 2025 financial year, incorporating the group's financial report, the director's report, and the auditor's report. These reports were lodged with the ASX and made available to shareholders on the 26th of August, 2025. As the Corporations Act does not require a vote on these reports, they will be tabled but will not be subject to a resolution. I now table the annual report for the year ended 30th of June, 2025, together with the related director's report and the auditor's report. This year, our focus has remained firmly on executing against our strategic priorities and on delivering better outcomes for both our customers and our shareholders. For FY 2025, we delivered gross profit growth of 4.4%.
We improved our EBITDA margin to 28% from 26.4%, and we generated AUD 17.8 million of net profit before tax. Importantly, in the second half of the financial year, we began to see some improving momentum in the underlying economic environment, and we're encouraged that this has started to translate into stronger growth in our core payments volumes. Jon will speak to this more in detail shortly in his address. From a board perspective, we have remained highly engaged in supporting management as they continue to execute on our strategy and assess further opportunities to accelerate our progress. As you know, Tyro is a well-capitalized business with capital significantly above our regulatory minimums. We've been using this strength in pursuit of strategic transactions that would help us deliver on our strategic goals more rapidly. We're exploring opportunities across three categories.
The first is building greater payment scale, as the potential transaction with SmartPay would have offered. The second is acquiring payments capabilities or software in support of our omnichannel offering, much like Medipass has done for Tyro Health. The third category is banking, and we will explore opportunities to explore our banking book, where there is strong payments overlap. Conversely, as you probably have noted, we were required by the ASX to announce to the market in August that there had been some inbound interest. After engagement with interested parties and with thorough evaluation, it was determined that none of these confidential expressions of interest were likely to materialize into a genuine proposal.
However, we do remain committed to creating value through the delivery of our strategic plan, but if and when we receive an offer that would be in the best interests of shareholders, we will absolutely put that to you, our shareholders. In June, Jon Davey announced his intention to step down as CEO, and he'll be leaving the business at the end of next week. On behalf of the board, I want to acknowledge Jon's very significant contribution to Tyro over his tenure. He has led the company through a period of transformation and strategic focus, positioning Tyro well for its next phase of growth. The board has been deeply engaged in the process for finding a world-class leader to succeed Jon and to lead Tyro into the future.
We are very pleased to announce on the 5th of November that Nigel Lee has been appointed as our new CEO, and we're joining Tyro on the 12th of January, 2026. In the brief period between Jon leaving and Nigel joining, Emma Burke, our CFO, will be taking on the CEO accountabilities. Nigel brings over 25 years of global leadership experience, including in Australia, across payments and fintech, with a strong record in scaling businesses, driving growth, and executing successful digital and commercial transformations. He brings deep domain expertise across all aspects of our business, issuing, acquiring both software and hardware solutions. We're really, really extremely pleased to have such a high-caliber leader joining Tyro as Nigel, and I know he's equally excited to be returning to Sydney to take on this role.
Nigel will be joining our highly experienced and diverse leadership team, one that brings together a powerful blend of technical and commercial expertise drawn from a wide range of industries. Before we welcome Nigel next year, we have the opportunity today to hear from Jon Davey as he delivers his final address as CEO. Jon will provide an overview of our FY 2025 performance and speak further to the operational and financial progress that we have made over the past year. Over to you, Jon.
Thank you, Fiona. Good afternoon to everyone here in person and to those joining, those of you that are joining virtually. Before I begin, I'd like to thank you, our shareholders, for the support you provide to our business. I'm pleased to have the opportunity today to provide an overview of our performance in FY 2025 and share why I believe Tyro is well positioned to deliver strong outcomes for shareholders. Turning to the next slide, and before I share details on FY 2025 performance, I wanted to share a snapshot of how business performance has improved over the past three years. Our financial position today is fundamentally different, with this change driven by a clear strategic focus, strong execution, and greater financial and operational discipline. At the top line, gross profit has grown by a compound annual rate of 14%.
At the same time, our total expenses have increased by a significantly lower rate, at just 3.7%. As a result, our FY 2025 EBITDA of AUD 61.6 million has a three-year CAGR of almost 80%. We've seen an increase in our EBITDA margin from just 7.2% to 28%, and from this improvement in our operating performance, we've moved from a loss of AUD 16.1 million to a AUD 17.7 million profit in FY 2025. If we also reflect on the economic environment during this time, it's been crucial that we reshape the business to become more resilient. Our significantly improved operating efficiency has enabled us to perform and puts us in great shape for when economic headwinds recede, as we would expect most top-line growth to drop down through to EBITDA. Turning to the next slide and how we've delivered improved operating performance in FY 2025. Gross profit increased by 4.4% to AUD 220.1 million.
This was driven by three key factors. Firstly, the flow-through impact of our pricing transformation work that took place in FY 2024. Secondly, a 6.7% increase in banking gross profit, reflecting improved funding costs and the benefit of improvement in the credit quality of the loan portfolio. Finally, and to a lesser extent, the turning trend in payment volumes at Q4 FY 2025, the point at which we started to see a marked improvement in transaction value. These results were accompanied by continued strong cost management, which allowed us to bring our operating efficiency, which measures operating expenses as a percentage of gross profit, to 69% from 71% last year. This is a continuation of the improvement we have made over recent years. You will have seen in our FY 2025 results presentation that in FY 2022, when I joined the business, 92% of all gross profit was consumed by operating expenses.
We're very pleased with how we've improved cost management, and we continue to balance investment and further cost efficiency. Combining the gross profit growth and improved operating efficiency, we saw a 10.6% increase in EBITDA to AUD 61.6 million, representing an EBITDA margin of 28%. This performance was in line with the formal guidance we set for the year. Turning to the next slide, I'd like to share a brief update on how performance has been so far in FY 2026. As disclosed at the full year, payment volumes in Q4 FY 2025 saw a significant improvement in annual growth rate. We also stated that Q1 was tracking even better, and we were pleased to see strong performance in Q1, with payment volumes in Tyro core verticals growing over 6% compared with Q1 FY 2025.
We've seen a good uptick in volumes in our core discretionary verticals, which has been supported by the strong new business growth we delivered last year and an improvement in the level of churn. Q2 has also continued to track well, though the critical part of Q2, the Black Friday and Christmas periods, usually define how strong Q2 lands, so we'll be able to report on that with our half-year results. We've been embedding a strong focus on cost discipline through the business in recent periods, and so far in 2026, we're very pleased with our level of operating efficiency. With that in mind, we remain confident in delivering against the guidance we outlined in August. As a reminder, we expect to deliver normalised gross profit of between AUD 230 million and AUD 240 million, an EBITDA margin of between 28.5% and 30%.
As I prepare to leave Tyro, I do so firm in the belief that the business is well positioned to deliver strong outcomes for shareholders. This belief is based on three key factors. Firstly, Tyro is a significantly more profitable business. Secondly, there is an improved growth outlook, not only for payments but also in banking, as we make great progress leveraging our new banking platform. Finally, Tyro is very well capitalized. We have a strong balance sheet and free cash flow generation. This gives us optionality as we look to accelerate our strategic priorities. I'm enormously grateful to have served as the Chief Executive Officer of such a fantastic business and to have worked with such a passionate group of people.
I know that Tyro will be in great hands with Nigel at the helm, with the excellent leadership team underneath him, and with the hundreds of Tyros who show up every day to make payments the easy part of doing business. I'll now hand back to Fiona, who will take us through the formal items of business.
Thank you, Jon. Turning now to the formal business of the AGM. The items of business which are contained in the detail in the notice of meeting provided to shareholders include three ordinary resolutions, each requiring more than 50% majority vote to pass by shareholders entitled to vote and voting. As we move through the voting for these resolutions, if you have any specific questions, we'll endeavour to answer those as we address each resolution. After consideration of the above resolutions, we will move to general questions that shareholders may have of any board member or for Jon and Jay. While no resolution is required in relation to the financial report, the director's report, and the auditor's report, I now invite shareholders and their proxies to comment on or ask any questions in relation to these reports or the group's business.
Questions may also be asked of our auditors in relation to the conduct of the audit, the content of the audit report, the accounting policies adopted by the group, and the independence of the auditor in carrying out the audit. Are there any comments or questions in relation to these matters? I'll pause for approximately 10 seconds while I wait to see if there are any questions from the floor or from any online participants.
10 seconds.
No? Okay. Thank you. Moving on to the first resolution relating to the adoption of the remuneration report for FY 2025 that can be now seen on the screen. As indicated, I intend to vote all undirected and discretionary proxy votes held by me in favor of this resolution. The group's remuneration report for the financial year ended 30th of June 2025, which forms part of the Tyro annual report, is available on Tyro's website. The remuneration report outlines the group's remuneration strategy and practices together with the details of the specific remuneration arrangements that apply to key management personnel in accordance with the Corporations Act. As required by the Corporations Act, the board presents the remuneration report to the shareholders for consideration and adoption by a non-binding vote. A vote on the adoption of the remuneration report is advisory only and does not bind the directors or the company.
While the vote is advisory, the board will take the outcome of this vote and the discussion at the AGM into consideration when determining the group's approach to remuneration going forward. Are there any comments or questions in relation to the remuneration report? I'll wait for approximately 10 seconds to see if there are any questions from the floor or online.
Okay. Question.
Jay, do we have any questions?
Is there a general question, Martyn, or is there specific to that one?
Thanks, all.
Is that for now, or should we do that in general questions?
Here we are. Which of the proxy advisors covered us this year, and were there any recommendations against this remuneration report or any other items on the agenda? Have there been any material protest votes? Please disclose the proxies earlier to the ASX, along with the formal addresses before next year's AGM, so I do not have to ask questions like this one. Many other companies now do this, including Linus earlier this morning, as it allows for a more fully informed AGM debate and provides a more timely disclosure to the market.
I don't believe that we are actually required to stipulate or dictate or, sorry, disclose what the individual proxy reports are. We do meet all our requirements, and we act in the best interest of all shareholders. Any more questions, Jay?
Not on that topic, no.
Okay. All right. Thank you. I will now propose Resolution 2, as set out in the notice of meeting, be put to a vote. I invite shareholders to cast their vote for this resolution, and I will pause a further 10 seconds while voting takes place. Thank you. Based on the votes we have already received, more than 75% of the votes have been cast in favor of the adoption of the remuneration report. Moving to item 3A relating to the retirement and rotation by re-election of our director, Mr. Paul Rickard, that can now be seen on your screens. On behalf of the board, I intend to vote all undirected and discretionary proxy votes held by me in favor of this resolution.
Clause 47(a) of the company's constitution provides that a director must retire from office no later than the longer of the third Annual General Meeting of the company or three years following the director's last appointment, election or appointment. Additionally, ASX Listing Rule 14.4 provides that a director must not hold office without re-election past the third Annual General Meeting following the company's admission to the official list of the ASX or three years following the company's admission to the official list of the ASX, whichever is longer. I'll now ask Paul to share some information about his experience and suitability for re-election as a director.
Thank you, Fiona. Good afternoon. My name is Paul Rickard. I'm currently the chair of the Audit Committee and a member of the Risk and Nominations Committee. I've had the privilege of serving as an Independent Non-Executive Director of Tyro since 2009, bringing more than 35 years' experience in banking, financial services, and business management. Earlier in my career, I founded CommSec before assuming responsibility for payments and business technology across the Commonwealth Bank. I'm currently a Non-Executive Director of ASX-listed PEXA, PEXA Group, and also WCM Global Growth Limited. As chair of the Audit Committee and formerly the Risk Committee, I have focused on ensuring that Tyro is well-governed, financially disciplined, and optimising its risk appetite. I've also championed the evolution of Tyro's banking business to leverage the relationships with our payments customers. It's been immensely rewarding to see Tyro evolve into a stronger, more profitable, and well-governed business.
I'm deeply committed to supporting its continued success and delivering value for our shareholders should I be re-elected.
Are there any questions in relation to the re-election of Paul Rickard as a Non-Executive Director of Tyro? I'll pause for about 10 seconds while I wait to see if there are any questions from the floor or online.
That's 10 seconds. There is a question online.
Okay. Yeah. No individual investor has shared any comments.
Yeah. Do you know why there was an 8% protest vote on the proxies against Paul's re-election? Is it an independence or a workload question that a proxy advisor recommended against Paul, or have some holders decided to send a message for some reason?
Oh, as I just said, no individual shareholder or investor has shared any comments.
No other questions on that.
Thank you. Okay. I'll now propose Resolution 3A, as set out in the notice of meeting, be put to a vote. I invite shareholders to cast their vote for this resolution, and I'll pause for a further 10 seconds while voting takes place. Moving to item 3B relating to the retirement and rotation re-election of a director, Claire Hatton, that can be seen on your screens now. On behalf of the board, I intend to vote all undirected and discretionary proxy votes held by me in favor of this resolution. I'll now ask Claire to share information about her experience and suitability for re-election as a director.
Thanks, Fiona.
Good afternoon, everybody. My name's Claire Hatton. I'm currently chair of the People Committee and a member of the Risk and Nominations Committee. Thank you for your continued support, firstly. I joined the Tyro board in 2022, bringing more than 30 years of global leadership experience across technology, digital, and travel, including senior roles with Google, Qantas, British Airways, among others. Along with my other ASX-listed non-executive role for Lifestyle Communities, I'm also co-founder of Full Potential Labs, where I help organizations navigate the opportunities of AI. As chair of the People and Culture Committee, I've really focused on ensuring Tyro attracts and retains the talent needed to compete and innovate in this rapidly evolving payments landscape, including leading the board search committee for our new CEO. I've also provided strategic oversight on technology transformation and customer experience in particular, as we leverage our unique capabilities to create competitive advantage.
Over the last three years, Tyro has strengthened its execution capability and sharpened its customer focus, which has been really fantastic to see. With your support, I look forward to continuing to provide strategic and governance oversight as we build on this momentum.
Thanks, Claire. Are there any questions in relation to the re-election of Claire Hatton as a Non-Executive Director of Tyro? No. I'll pause for 10 seconds. See if there are any questions from the floor or online.
That's 10 seconds. There are no questions online.
Thanks, Jay. I'll now propose Resolution 3B, as set out in the notice of meeting, to be put to a vote. I invite shareholders to cast their vote for this resolution, and I'll pause for a further 10 seconds while voting takes place. Moving to item 3C relating to the retirement and rotation by re-election of a director, Shefali Roy, that can be now seen on your screen. On behalf of the board, I intend to vote all undirected and discretionary proxy votes held by me in favor of this resolution. I will now ask Shefali to share some information about herself and experiences and suitability for re-election as a director.
Thank you, Fiona. Good afternoon, everybody. My name is Shefali Roy, and I am the chair of the Risk Committee, and I also sit as a member of the People and Nominations Committee. I joined the Tyro board in January of 2022, and I've drawn on more than 20 years of international experience in finance, compliance, and governance, including senior roles at Stripe and TrueLayer and Goldman Sachs and Apple. I also lead a family office called SDR. Capital, which invests in early-stage businesses in finance and AI. Earlier this year, we also launched a GRC SaaS platform called Mitig.aI that helps companies fulfil their compliance and risk obligations. All of that keeps me closely involved in emerging technologies, AI, and regulation, all of which is highly relevant to the Tyro business. I'm proud to contribute to a company that's balancing innovation with sound risk management and strong governance.
Should I be re-elected, I look forward to continuing that work. Thank you, Fiona.
Thanks, Shefali. Are there any questions in relation to the re-election of Shefali Roy as a Non-Executive Director of Tyro? I'll pause for 10 seconds to see if there are any questions.
That's 10.
I'll now propose Resolution 3C, as met out in the notice of meeting, to be put to a vote. I invite shareholders to cast their vote for this resolution, and I'll pause for a further 10 seconds while voting takes place. Moving on to item 3D relating to the election of a director, Mr. Steven Holmes, that can be seen on your screens. On behalf of the board, I intend to vote all undirected and discretionary proxy votes held by me in favor of this resolution. I'll now ask Steven to share some information about his experience and suitability for re-election as a director.
Good afternoon. My name's Steven Holmes. I'm a member of the People, Audit, and Nominations Committees. I joined the Tyro board earlier this year, bringing more than two decades of leadership experience in payments and fintech across global markets. My background includes roles as president and Chief Operating Officer of Xplor Technologies, CEO of Transaction Services Group, where I led international expansion, major growth initiatives, including mergers and acquisitions. To me, Tyro is a really exciting business with real momentum. If I'm elected to the board, I'm eager to apply my operational and strategic experience to help the company capture its next wave of growth. Thanks, Fiona.
Thanks, Steve. Are there any questions in relation to the re-election of Steven Holmes as Non-Executive Director?
The one on the floor, Fiona?
We just wait for the mic. Thanks.
Yeah. Hi. Ron Shamgar from TAMIM Asset Management. We're a shareholder. My question to Steven is just, obviously, you recently joined. You're the only member of the board without any shares. Do you intend on buying shares post today's AGM?
Yes. I believe that there's already been disclosures made with respect to my participation in the shareholder scheme for directors.
The question is whether you're going to buy shares on market.
Buying shares on market.
I don't think you really need to comment on that. You can if you like, Steve. Essentially, participating in the salary sacrifice is exactly the same as buying on market. You're using your real hard-earned cash to buy shares in an availability that makes sense because you can't try to time the market for Window, Blackhouse, etc.
Okay. That's your answer?
Yeah.
Okay.
Great. Okay.
There's one online.
Sorry.
Yep.
There is one online.
Sorry, Jay.
Could Steven Holmes and the chair comment on the recruitment process that led to his appointment to the board? Was a headhunter involved? Did the full board interview any other candidates? Did Steven know any of our directors before engaging with the recruitment process?
Perhaps I'll just comment, and then if Steven wants to add anything. We ran an extremely thorough process, as we do for all appointments at either the board or executive search level. We appointed an executive search firm. The People Committee, with Claire leading the working group, were heavily involved. We had very strict criteria that was also amendable depending on the candidates that we found. We spent quite a lot of time trying to look for exactly the right candidate. We had a great long list developed down to the short list. All members of the board met Steven and the other shortlisted candidates, and his nomination and support was unanimous between the board.
Perhaps just to that final element, did I know any of our directors before engaging with the recruitment process? No.
Okay. Thank you. I will now propose Resolution 3D, as set out in the notice of meeting, to be put to a vote. I invite shareholders to cast their vote for this resolution, and I will pause for a further 10 seconds while voting takes place. Okay. Moving on to the final item of business, shareholders are being asked to approve this item to allow equity rights and any shares that may be issued following the vesting and conversion of those equity rights under the incentive plan to be issued to Mr. Jon Davey, Tyro's CEO and Managing Director. Are there any comments or questions in relation to the grant of equity rights to Jon Davey? I will pause for approximately 10 seconds while I wait to see if any questions have come through. Nope. Okay.
I'll now propose Resolution 4, as set out in the notice of meeting, to be put to a vote. I invite shareholders to cast their vote for this resolution, and I'll pause for a further 10 seconds while voting takes place. Thank you. That now concludes the formal part of the meeting, and I'd now like to go into general Q&A. Could any shareholders wishing to ask questions on the floor please raise your hand, and we'll bring a mic to you. Any shareholders participating online, please ask your question through the meeting site or using the telephone number provided. Thank you.
Hi. My name's Richard. I just got a question about, you say you've got a 6% growth in revenue. What's the growth in transaction numbers?
The growth in transaction numbers, to be honest, I don't have that number with me right now.
Is it growing?
Yes, it is.
Of your transactions that take place, if we took AUD 20 as being the baseline, what's the number beneath and above the AUD 20 mark in terms of transactions?
We would see significant variation in that between online and card-present transactions, online and offline. We would also see significant variation across industry verticals. I do not have the exact number, but from memory, it is around the AUD 40 mark, average transaction value.
Right. Okay. Thank you.
One more on the floor.
Yeah. Hi. It's Ron again. Basically, since Jon joined three years ago, I think he's done a tremendous job. Obviously, the metrics over the last three financial years have really improved really well, and everything is good. We're quite sad to see you go. The question that I have to you, Fiona, and to the board, there's two questions. The first one is, if you look at the share price over the last three years, depending where you measure, but it's down 50% to maybe at best flat, although the business financials have improved under Jon. The question comes, the first question is, you've obviously received some takeover interest in the company recently. In the letter to the AGM notice, you mentioned that the board did not believe and you did not believe that those interests represented the intrinsic value that you think it is.
The first question is, why don't you tell shareholders what were those offers or what and let us decide what we think the real value is? Because obviously, the share price performance is not reflecting this business over the last few years. You can't argue with that. The second question is, the business is cashed up. It's profitable. It's generating free cash flow. The share price hasn't performed over the last few years. Why is the board not paying some dividends out of free cash flow to compensate shareholders for the real sort of underperformance of this company from a share price perspective? Those are the two questions.
Okay. Thanks, Ron. I think your first question, if I may, sort of had two parts. The first part is, why do not we disclose to shareholders offers that we might receive so you can make up your own minds? The answer is that, A, any expressions of interest that we have had have been confidential, so we have not been able to disclose them even if we wanted to. We were forced to by the ASX in this instance. B, they were not of the form, nature, or amount that we believed could actually firm into a genuine offer that we wanted to present to shareholders. We do commit that if and when we do get an offer that is of that appropriate value, we will absolutely put it to shareholders for your decision. It is up to you.
I think the other part of that was, how do we determine, I cannot remember if you said exactly, but how do we determine that value? We do look at a variety of metrics. We look at our own forecasts, our DCFs. We look at consensus. We look at investors' perspective. We look at comps trading both in Australia, externally, PE comps, market comps, premium comps for takeover, that whole thing. That is what, with the help of advisors, helps us ascertain what we believe the intrinsic value is. Therefore, is that close to or not any indicative views that we might receive? If we believe it has a genuine potential to develop into an offer, we will absolutely pursue that. That was the first part, A and B. I have forgotten your second part.
The second one was just in terms of dividends.
Oh, yes.
Obviously, the share price underperformance, the company is cashed up and also free cash flow positive, profitable. Why is the board not sort of rewarding shareholders for their patience and paying some dividends?
Yeah. Ron, as you would note, it's a, I guess, a relatively new scenario for us to be cash flow positive and to be generating profit. We're very glad that it's now increasing every year. You would have noted that a couple of years ago or last year, we actually disclosed that we were talking to APRA about a potential share buyback. That would have been one way to address our excess capital. However, you've also noted that we have been looking at potential acquisitions. SmartPay was one of them. In that instance, we would need capital to make an acquisition like that. Despite the fact that we're managing our costs extremely tightly with the help of Jon and Emma and the team, we're also constantly investing in new developments, in partnerships, in our team, the quality of our team, etc.
At this point, we do not feel that it is an appropriate use of the capital. We want to have it available. A dividend would not be appropriate use. We want to have it available for growth at this stage. I guess the only other thing I wanted to comment on, while we appreciate the fact that our share price has not kept track with the underlying performance, we are not alone. I know that is not really a consolation to shareholders. If you look at us compared with the rest of the market, we are actually doing reasonably well if you compare us to our comps, particularly in the last year or so compared to, say, the ASX tech index or our global peers overseas in the payment space.
Can you add something, Fiona?
Yes, Paul, please.
Just also on the question of dividends, we are not yet paying company tax. We are still using up the deferred tax assets. I think that situation, Emma, forecasts will change sometime in the next 18 months, but we would not be able to frank any dividend at the moment.
Okay. Thanks. Jay, any questions from the floor online?
Yeah. We've got a couple online. Okay. There was media criticism that we failed to engage fully with U.S. payments giant Stripe when it was up for takeover talks earlier this year, just as our pursuit of rival SmartPay fell over. Does the chair believe Stripe's interest was leaked to the AFR Street Talk column in an attempt to pressure us to engage and that this led to the ASX to force us to make an ASX announcement? Does the chair believe the current ASX continuous disclosure rules in corporate control situations are fit for purpose, or is there a need for reform?
Thanks, Jay. I think the key part of the question there is media. It was media speculation, which we do not comment on. We meet all of our corporate requirements, and we will always work in the best interest of shareholders.
Thanks, Fiona. There was one other question here. If I'm to summarise it, because okay. Why has Jon Davey resigned as Tyro's CEO, and where is he going?
Jon, are you happy to answer that?
I'm happy to answer that. Look, I suppose my opening comments would be that I have absolutely loved being CEO of Tyro, and I have a huge level of faith in the ongoing success of the business. I think you make any kind of decision that impacts your career, and you do so with significant consideration. The reasons that I've made my decision are largely personal. I would say that I live in Melbourne, and I've been commuting for the last three years. That's obviously one of the factors that goes into a decision. It's not the only factor that I've considered. I have enormous faith in the business. As I said earlier on, I think that the selection of Nigel is a great choice.
Thanks, Jon. Any further questions?
There are no others online at this stage, Fiona.
Great. Okay. Thank you. All right. Thank you all for your participation. This brings us to the end of the Annual General Meeting for 2025. I'll shortly be formally closing the meeting and therefore again remind shareholders who have not yet voted to please do so, as voting will close in five minutes and the results of the voting will be lodged with the ASX once all votes have been counted. I'd like to thank you again for your attendance and participation in today's meeting. I just need to vote. Thank you. Thank you. Thanks again for attending. Thanks for your interest and shareholding in Tyro. We are all extremely pleased to be part of the group and very glad that you have shown your continued interest. I'll now formally declare the meeting closed, and I wish you all a pleasant.