Announcement PDF Vinyl Group Annual Report VINYL GROUP LTD | ANNUAL REPORT FY 25-26 VINYL GROUP LTD | ANNUAL REPORT FY 25-26 2 3 CHAIR’S LETTER CEO’S LETTER YEAR IN REVIEW CORPORATE DIRECTORY DIRECTORS’ REPORT AUDITOR’S INDEPENDENCE DECLARATION CONDENSED CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME CONSOLIDATED STATEMENT OF FINANCIAL POSITION CONSOLIDATED STATEMENT OF CHANGES IN EQUITY CONSOLIDATED STATEMENT OF CASH FLOWS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS DIRECTORS’ DECLARATION INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF VINYL GROUP LTD SHAREHOLDER INFORMATION 04 18 41 97 04 06 10 18 19 40 41 41 42 43 44 45 96 97 106 Year In Review Directors’ Report Financial Statements Additional Information VINYL GROUP LTD | ANNUAL REPORT FY 25-26 VINYL GROUP LTD | ANNUAL REPORT FY 25-26 4 5 Chair’s Letter Dearshareholders, FY26 was a year of significant change for Vinyl Group. It was not without its challenges, but it was also a year in which we made deliberate decisions to strengthen the business, build meaningful scale and position the Group for its next phase of growth. We added several important strategic assets to our portfolio and, in doing so, achieved national audience scale online — a significant milestone for the Company. Vinyl Media now reaches over 50% of Australians online, giving the Group a digital audience comparable in scale with some of Australia’s largest media organisations. Revenue increased 31% to $18.8M, with the majority of that growth generated organically. Importantly, there was only a very limited contribution in FY26 from the three acquisitions completed during the second half of the year — Val Morgan Digital, Pedestrian Group and Time Out Australia. We therefore enter FY27 with the benefit of a substantially larger revenue and audience base than is reflected in our FY26 results. While our progress towards profitability continued, the path was not linear. The second half of FY26 involved an intensive period of acquisition and integration as we brought together businesses, teams, platforms and operating structures. This inevitably created disruption and additional cost. That work was necessary, and much of the heavy lifting is now behind us. As we enter FY27, our attention shifts decisively from acquiring and integrating scale to extracting the value from that scale. We have a materially larger audience, an expanded portfolio of premium brands, a stronger management team and a more efficient operating structure. The opportunity now is to bring those assets together and demonstrate the earnings potential of the Group we have built. Our priorities for FY27 are clear: • Complete the integration of our acquired businesses into a unified operating model, with a structurally lower ongoing cost base and greater operational efficiency. • Scale our Adaptive Media model across the enlarged portfolio, bringing together our high-margin Platforms capability with the reach, content and commercial opportunities of Publishing. • Embed AI throughout the Group, including campaign creation, distribution, monetisation and the development of creator tools, to improve productivity, accelerate innovation and create meaningful operating leverage as we grow. During April, we also refreshed the Board with the appointment of Damian Keogh as a Non-Executive Director and the resignation of Linda Jenkinson. On behalf of the Board, I would like to thank Linda for her contribution to Vinyl Group over many years, including her tenure as Chair, and wish her well for the future. To our shareholders, thank you for your continued support and patience through what has been an ambitious period of transformation. Over the past three years, Vinyl Group has completed ten acquisitions for total consideration of less than $34 million. We believe this represents a disciplined approach to capital allocation. Our strategy has not simply been to acquire revenue or audience, but to identify assets where we believe we can protect the downside and then create additional value through the application of technology, talent, integration and scale. FY26 was, in many respects, about building the business we wanted Vinyl Group to become. It required investment, difficult decisions and a willingness to accept some short-term disruption in pursuit of a considerably larger opportunity. FY27 is about delivering on that opportunity. We enter the new financial year with a materially larger business, national audience scale, a significantly strengthened management team and a substantially improved operating structure. The integration work undertaken during FY26 provides the foundation from which we can now focus on execution, operating leverage and sustainable profitability. There remains much to do, but we are excited by what lies ahead. The Board and management are aligned around a clear objective: to convert the scale we have assembled into stronger earnings, sustainable profitability and, ultimately, growing long-term value for our shareholders. Thank you again for your continued support. We look forward to FY27 with confidence and enthusiasm. Ken Gaunt Non-Executive Chairman VINYL GROUP LTD | ANNUAL REPORT FY 25-26 VINYL GROUP LTD | ANNUAL REPORT FY 25-26 6 7 CEO’s Letter Dearshareholders, We are building a new kind of media company. It has been a big year for Vinyl. We completed three acquisitions, strengthened the management team and materially expanded our Adaptive Media offering. The business has grown substantially, while the share price has frustratingly moved in the opposite direction. As a shareholder myself, I experience that disconnect directly. Vinyl is now a materially stronger business than when we launched the brand in December 2023. Our strategy is to commercialise the relationship between audiences, creators and brands. To date, that has involved combining premium cultural assets and proprietary technology into a scaled distribution network, with those capabilities productised and sold to advertisers as Adaptive Media. Sustained profitability is the clear priority and the Company’s next major milestone. We acquired Val Morgan Digital, Pedestrian Group and Time Out Australia in the second half of FY26, giving us national audience reach comparable with the leading media organisations in Australia and significantly expanding the scale of the platform. Revenue grew from $14.4 million in FY25 to $18.8 million in FY26, an increase of 31% driven substantially by organic growth, while net loss after tax improved from $15.9 million to $8.6 million, a 46% improvement. I’ve long believed that investors invest in lines, not dots. Less than two years ago, Vinyl was generating under $5 million in annual revenue. Since then, the business has grown to almost four times that scale while losses have been cut nearly in half. The trendline is moving decisively in the right direction. Since relaunching as Vinyl Group, we have raised approximately $40 million in capital, generated approximately $40 million in aggregate revenue, and are now forecasting approximately $40 million in FY27 revenue alone. Put simply, the revenue we expect to generate this financial year is broadly equivalent to the Company’s entire revenue base since relaunch. It is important to note that the FY26 results include only one partial quarter of Val Morgan Digital and only a negligible contribution from Pedestrian Group and Time Out Australia, which completed in the final weeks and days of the financial year. Their full financial contributions are still to come. Organic topline growth was weaker than forecast due to softer media activity in a more uncertain economic environment and the impact of our internal restructure on sales momentum. We built audience scale faster than we built the commercial and operating capability required to monetise it. Integration took longer in some areas than we expected, our revenue mix remained more reactive and less recurring than it should be, and the full benefit of several acquisitions arrived too late in the year to materially contribute to FY26. As a result, revenue growth did not translate into profitability as quickly as we intended. Importantly, the gross profit margin improved from 38.8% in FY25 to 42.1% in FY26, in line with our forecast. With FY27 gross margins targeted above 50%, the larger revenue base should provide a substantially stronger platform for EBITDA and sustainable cash generation. Delivering on forecast, we recorded our first cash-positive quarter in December 2025 and expect to reach a cash- positive run-rate by the end of the first half of FY27. Last year we described FY26 as an inflection point. Following the three acquisitions in the second half, that inflection is proving to be a two-year process as integration and scaling have overlapped. We should be clear with investors about that timeline. That is the central execution challenge now. We have the audience scale. We now need the business scale to catch up. The market may not yet fully recognise that progress, but our focus is on building a new kind of media company that is profitable at scale and impossible to miss. Investing in Undervalued Assets The strategy was deliberate from the outset: acquire premium cultural assets with real distribution, established audiences, trusted brands and profit potential that could become far more valuable together than independently. Revenue, logos and scale were consequences of that strategy, rather than the objective itself. Since I commenced as CEO, Vinyl Group has deployed approximately $28 million in acquisition consideration through cash and scrip. Several of the assets we acquired had previously changed hands at significantly higher valuations, cumulatively at least $173 million based on publicly available information. Clearly, this was about far more than generating hype or newsflow. We were acquiring brands, licences and platforms with undeniable brand equity, including Rolling Stone, Time Out, Pedestrian and Vampr, together with audiences, infrastructure and market positions that would have been difficult, expensive and, in some cases, effectively impossible to build from scratch within the same capital envelope. Put another way, we assembled our current platform for less than the historical price paid for some of the individual assets now inside it. As we scaled, those opportunities also became more capital efficient. We see this as evidence that the flywheel is starting to work, supported by market dislocation, timing and our willingness to undertake complex integration work to make the pieces fit together. The Tough and Messy Work of Integration Bringing these businesses together has been hard, noisy and often unglamorous. We have integrated teams, simplified legal and operating structures, consolidated systems, reduced duplication, rationalised costs and strengthened management capability. In some areas, the complexity and time required to standardise the operating model and build the commercial capability needed to monetise the combined audience effectively took longer than expected. The businesses are increasingly supported by shared infrastructure across finance, people, technology, data, audience intelligence and commercial operations, while each brand retains its distinct identity, editorial voice and audience relationship. Our standard is clear thinking, disciplined resource allocation, intellectual honesty and the willingness to change course when the facts change. Much of this work has not yet come through fully in the reported numbers, but it has created a structurally lower cost base and a clearer pathway to profitability heading into FY27. Our priority is to maximise the value of the businesses we already own, while remaining open to disciplined, value- accretive opportunities that could materially strengthen the Company or accelerate its results. Leadership Through Complexity Over the past year, I have had to wear many hats: founder, public company CEO, acquisition lead, integration manager, capital markets communicator and long-term strategic custodian. At times, those responsibilities pull in different directions. We have not executed every decision perfectly. Some initiatives took longer to deliver than expected, some required correction, and some changed as the facts changed. Our responsibility is to identify those issues quickly and act on them. However, the trajectory is clear and the progress is real. We have acquired valuable assets at disciplined prices, expanded the Company’s reach, reduced cash burn, strengthened the team and moved Vinyl closer to sustainable profitability. VINYL GROUP LTD | ANNUAL REPORT FY 25-26 VINYL GROUP LTD | ANNUAL REPORT FY 25-26 8 9 Despite that progress, the share price has remained under pressure. A material contributor has been persistent selling by multiple existing holders, including vendors of acquisitions completed in FY25, combined with insufficient new buying demand to absorb that supply in a relatively illiquid stock. Much of that selling activity preceded the release of our FY26 financial results, which is relevant context when assessing the relationship between business performance and market value. As CEO, I am required to continually ask whether my time, and the Company’s resources, are being directed toward the activities that create the greatest long-term value for shareholders. I remain as ambitious for this business as I was when we began the transformation, and equally clear-eyed about what still needs to be proved. My responsibility is to match the conviction that assembled this platform with the discipline, patience and focus required to realise its value. Why Brands Matter More Than Ever Media remains a fundamental pillar of society and culture, and while its formats will continue to evolve from legacy media to social platforms and now Adaptive Media, the value of trusted brands, scaled distribution and meaningful audience relationships will endure. Vinyl has assembled a significant position in that ecosystem at a fraction of the cost and time it would take to build from scratch. In an AI-driven media environment, trusted brands, genuine audience relationships and cultural credibility are once again becoming more valuable. Whilst AI can generate content, you cannot prompt a brand or instantly create trust, cultural memory, brand permission or authentic audience relationships. Those qualities take years to establish. Vinyl had the opportunity to acquire assets with these characteristics, integrate them and give them a clearer role inside a larger platform. That trust must be protected by preserving each brand’s individual identity and editorial integrity while providing stronger technology, data, distribution and commercial support. At the same time, we continue to make significant gains in efficiency by using AI behind the scenes. Across the Group, we are integrating AI, data, commerce and proprietary Platforms capabilities into Publishing to improve workflows, audience intelligence, campaign delivery, distribution and monetisation without requiring the cost base to grow at the same rate, and all the while maintaining rigorous human oversight. Adaptive Media is the productised expression of that model, bringing content, capability, data, technology, commerce and distribution together into integrated products and campaigns that connect brands with culture and improve revenue yield across our audience. For commercial and strategic partners, Vinyl now offers a scaled platform across Australian culture, media and music technology that would be difficult, costly and time- consuming to replicate. Audience Scale and Business Scale: The Opportunity Our diversified commercial engine spans major Adaptive Media brand campaigns, recurring subscriptions and e-commerce. Early indicators show an average B2B Adaptive Media campaign value of approximately $50,000, an average B2C subscription value of approximately $60, and an average e-commerce order value of approximately $120. Across our controlled social media handles we now have more than 31 million followers, including approximately 23 million across Meta platforms, where our content generated more than 430 million views in the most recent month alone. For context, at the time of our last annual report, total monthly views across all platforms had reached approximately 116 million. Separately, Vinyl Media’s Ipsos Iris-verified Australian online audience increased from approximately 26% through the end of CY25 to now over 50% following the acquisitions of Val Morgan Digital, Pedestrian Group and Time Out Australia. Importantly, the relative cost of acquiring that additional reach has declined with each transaction. CEO’S LETTER (CONT.) We believe doing so is also the most important potential catalyst for a market re-rating. We will demand clearer returns from every part of the portfolio and resist growth that does not improve the quality, profitability or strategic position of the Company. The Next Phase Our near-term focus in FY27 is on three core strategic initiatives: completing our integration work so the Company operates on shared infrastructure across the front and back end; increasing the mix of higher-margin, recurring revenue; and improving audience monetisation as the network compounds and creates greater value across the ecosystem. These initiatives should drive organic revenue growth, higher revenue per audience member, improved gross margins, disciplined cost control and sustainable positive operating cash flow. Our job is to deliver results with the resources we have, stay honest about what is working and what is not, and match the ambition that built this platform with the discipline and patience required to make it sustainably profitable. Finally, I want to thank the Vinyl team for the energy, resilience and ambition they have brought to an unusually demanding year. And to our shareholders, thank you for your continued engagement with the Company. The opportunity ahead is clear. We have built the audience scale. The priority now is profitable business scale. Josh Simons Chief Executive Officer Vinyl has now achieved meaningful national audience scale. We now need to build the business scale to match that audience scale. Today, the Group generates approximately $2 in annual revenue for each member of that Australian online audience. Based on industry analogues and the performance of major peers, we believe a more mature platform should be capable of generating closer to $20 over time. That gap represents the significant commercial opportunity in front of us. We do not need to increase our audience tenfold to materially grow the business. We need to create more value from the audience already assembled through larger campaigns, deeper recurring customer relationships, stronger commerce conversion, events, data and new technology-enabled products. In other words, higher-quality revenues. Our audience is a distribution layer that can support advertising, branded content, subscriptions, commerce, events and technology products across the portfolio. We are now focused on increasing revenue per audience member without requiring costs to grow at the same rate. The Priority Our unmistakable priority is profitability. Profitability is now the clearest test of whether the strategy is working. The work of the past two years has given Vinyl the audience, brands, infrastructure and commercial engine required to become a sustainably profitable company. We have demonstrated that we can acquire valuable assets, grow audience reach and materially increase revenue. We are now focused on generating sustainable positive EBITDA and positive cash flow. VINYL GROUP LTD | ANNUAL REPORT FY 25-26 VINYL GROUP LTD | ANNUAL REPORT FY 25-26 10 11 A proven acquisition strategy that compounds Since 2023, Vinyl Group has built its platform through a sustained program of strategic acquisitions across media, culture and technology. Across 10 transactions, we have added complementary audiences, capabilities and intellectual property, integrating each into an increasingly connected platform designed to deliver greater scale, operating leverage and long-term value. Our M&A Playbook 01 Acquire overlooked value Target assets with strong audiences, IP or capability where Vinyl Group can unlock greater strategic and commercial value. 02 Structure with discipline Use cash, scrip, royalties and hybrid consideration structures to preserve flexibility and manage downside. 03 Integrate to compound Connect acquired assets to shared commercial, data and operating infrastructure to grow revenue, expand reach and improve operating leverage. 10 Transactions <$34M Total Consideration >50% Australian Online Reach (Ipsos iris) Key Takeaways 10 TRANSACTIONS 3 YEARS 1 INCREASINGLY CONNECTED PLATFORM A track record of execution 10 transactions, 2023-present Technology Layer ASSET YEAR IP TYPE PHASE Vampr Serenade Vinyl.com* Original Original Original 2023 2024 2025 Audience & Capability Layer The Brag Media Mediaweek Funkified Hybrid Original Original 2024 2024 2024 Scale & Strategic Consolidation Concrete Playground Val Morgan Digital Pedestrian Group Time Out Australia Original Licences (4) Original Franchise 2025 2026 2026 2026 *Vinyl.com developed in-house with 2023 launch; domain transaction completed in November 2025 **2022 MuzeRoom and Resonate transactions excluded as pre-Vinyl/Vampr-level technology acquisitions VINYL GROUP LTD | ANNUAL REPORT FY 25-26 VINYL GROUP LTD | ANNUAL REPORT FY 25-26 12 13 The platform is beginning to compound Over three years, Vinyl Group has expanded its revenue base, audience reach and gross margin as the platform has grown in scale. FY26 delivered 31% year-on-year revenue growth, while the acquisitions completed during the year provide a materially larger platform entering FY27. FY27 forecast note FY26 acquisitions were completed in Q4 and are expected to contribute materially from FY27. Forecast growth is predominantly driven by acquired revenue and M&A integration impact, not assumed organic growth. Annual Revenue ($M) FY23 GROSS MARGIN ACQUISITIONS 20% 35% 39% 42% 55%(E) FY24 FY25 FY26 FY27 $40M $30M $20M $10M $0 100% 75% 50% 25% 0% Reach (Australians Online) Australia Deloitte’s 2025Tech Fast 50 #2 FORECAST* VINYL GROUP LTD | ANNUAL REPORT FY 25-26 VINYL GROUP LTD | ANNUAL REPORT FY 25-26 14 15 One infrastructure, front to back(end). Four of our key publishing brands are being rebuilt on shared infrastructure, combining redesigned front ends with a common technology stack behind them. This work is being rolled out across every Vinyl Media website, creating a faster, more connected publishing environment designed to improve product velocity, data consistency and monetisation across the portfolio. This shared foundation also creates the infrastructure required to scale our Adaptive Media strategy across a global social audience of now more than 30 million followers. VINYL GROUP LTD | ANNUAL REPORT FY 25-26 VINYL GROUP LTD | ANNUAL REPORT FY 25-26 16 17 The biggest update to Vampr, since Vampr. Workshop is the collaboration canvas for a music project. Feedback, files, and notes, all in one place. Now available on Desktop LEARN MORE: WORKSHOP.VAMPR.ME Add your records, create your shelf, and share it with anyone. LEARN MORE: SHELF.VINYL.COM Turn your vinyl collection into a beautiful digital shelf Vinyl Group Ltd Corporate directory 30 June 2026 Directors Robert Kenneth Gaunt - Chair Joshua Simons Damian Keogh (appointed 13 April 2026) Linda Jenkinson (resigned 13 April 2026) Ben Katovsky (resigned 11 July 2025) Steve Gledden (resigned 11 July 2025) Company secretaries Victoria Nadalin and Shelby Coleman Notice of annual general meeting The details of the Annual General Meeting of Vinyl Group Ltd are: Location: 11 Wilson St South Yarra VIC 3141(Subject to change) Date and time: 13 November 2026 at 10:30am (Subject to change) Registered office and principal place of business 11 Wilson Street South Yarra VIC 3141 Share register Automic Pty Limited Level 2, Canning Highway Perth WA 6000 Phone: 02 9698 5414 Auditor UHY Haines Norton Chartered Accountants (UHY) Level 9, 1 York Street Sydney NSW 2000 Stock exchange listing Vinyl Group Ltd shares are listed on the Australian Securities Exchange (ASX code: VNL) Website www.vinyl.group Corporate Governance Statement The Directors and management are committed to conducting the business of Vinyl Group Ltd in an ethical manner and in accordance with the highest standards of corporate governance. Vinyl Group Ltd has adopted and has 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 Group’s 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 and ASX Appendix 4G are released to the ASX on the same day the Annual Report is released. The Corporate Governance Statement and Corporate Governance Compliance Manual can be found on the Group’s website at https://investors.vinyl.group/info 18 Vinyl Group Ltd Directors' report 30 June 2026 The Directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the 'Group') consisting of Vinyl Group Ltd (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 2026. Directors The following persons were Directors of Vinyl Group Ltd during the whole of the financial year and up to the date of this report, unless otherwise stated: Robert Kenneth ('Ken') Gaunt Non-Executive Director and Chair Joshua Simons Executive Director and Chief Executive Officer Damian Keogh Non-Executive Director (appointed 13 April 2026) Linda Jenkinson Non-Executive Director (resigned 13 April 2026) Ben Katovsky Non-Executive Director (resigned 11 July 2025) Steve Gledden Non-Executive Director (resigned 11 July 2025) Principal activities During the financial year, the Group’s principal continuing activities focused on commercialising the relationship between audiences, creators and brands by combining premium cultural assets and proprietary technology into a scaled distribution network, with those capabilities productised and sold to advertisers as Adaptive Media. During the financial year, a large focus was on our Publishing division, evidenced by the expansion via the acquisition of the licenses to Buzzfeed, Fandom, LadBible and Pop Sugar from Val Morgan Digital in April and the acquisition of Pedestrian Group and Print and Digital Publishing Pty Ltd (Time Out Australia). The broadening of our Publishing portfolio gives our customers access to over 50% customer reach in Australia, expanding on our existing Rolling Stone, Refinery29, and Variety, Mediaweek, The Music Network and Tone Deaf mastheads, as well as our in house events management capabilities. Our strategy is to acquire premium cultural assets with real distribution, established audiences, trusted brands and profit potential that could become far more valuable together than independently. Our technology platforms provide the underlying data, identity and commerce stack across the Group, including Vampr’s creator network, e-commerce through both the Vinyl.com storefront and digital collectables with Serenade. We placed our credit’s database Jaxsta into hibernation during the year to reduce the operating costs and set aside to re-invest, partner or divest based on the best needs of the business and shareholders. Together these capabilities let us produce and distribute content more efficiently, expand advertising and commerce yields, and develop new B2B data products along with AI creator tools. Media remains a fundamental pillar of society and culture, and while its formats will continue to evolve, the value of trusted brands, scaled distribution and meaningful audience relationships will endure. Importantly, these brands do not operate in isolation, but as an interconnected system where the network effect strengthens with the addition of each brand, creating meaningful synergies from an operational experience and extending audience reach for advertisers. Dividends There were no dividends paid, recommended or declared during the current or previous financial year. 19 Vinyl Group Ltd Directors' report 30 June 2026 Review of operations The loss for the Group after providing for income tax amounted to $8,626,994 (30 June 2025: $15,932,089). For the financial year ended 30 June 2026, the Group accelerated its growth strategy by focusing on expanding its breadth of offerings in its Publishing business through the acquisition of premium cultural assets and applying new artificial intelligence methodologies to enhance the output of our team and looking to deliver best in class trusted content to our audience and customers. The Group achieved its first positive operating cash flow quarter in the December quarter, proving the business can achieve profitable results, but the Group is focusing on ensuring the costs structure has a higher variable to fixed ratio in order to accommodate the seasonal revenue swings the Group goes through. During the year, several strategic initiatives were completed: ● The acquisitions of the assets of Val Morgan Digital, and the full operations of Pedestrian Group and Print and Digital Publishing (Time Out Australia), added a robust set of publications and brands to expand our reach and offering in the market. Our owned social accounts command an audience exceeding 30 million followers, generating monthly impressions beyond 1 billion individuals globally. Following strategic additions including Val M