Felix Group Holdings Ltd. · ASX:FLX
Felix — Merger or Acquisition (August 2025)
58 slides from Felix's merger presentation, Aug 19, 2025
Slide 1: Strategic Acquisition & Capital Raise
For personal use only Strategic Acquisition & Capital Raise August 2025 Not for release to US wire services or distribution in the United States
Slide 2: Important Notice and Disclaimer
Important Notice and Disclaimer The following important notice and disclaimer applies to this investor presentation (Presentation) and you are therefore advised to read this carefully before reading or making any other use of this Presentation or any information contained in this Presentation. This
Slide 3: Important Notice and Disclaimer
Important Notice and Disclaimer Financial data - Unless otherwise stated, all dollar values in this Presentation are expressed in millions of Australian dollars (A$ million). Figures, estimates, and percentages may be subject to rounding, and actual calculations may differ slightly. You should note
Slide 4: Important Notice and Disclaimer
Important Notice and Disclaimer Trademarks, photographs and diagrams - This Presentation may contain trademarks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, some of the trademarks, trade names and copyrights referred to in
Slide 5: Felix snapshot
Felix snapshot Leading enterprise platform for capital-asset focused organisations to manage and engage with their supply chains For personal use only Established enterprise SaaS platform, trusted by market-leading organisations to manage and engage with their supply chains, and meet emerging supply
Slide 6: Enterprise-led growth
Enterprise-led growth Felix’s enterprise-led growth strategy has driven strong ARR growth while scaling the Vendor Marketplace Felix Group ARR ($m) For personal use only ↘ Felix’s ARR growth has been driven by strong growth of enterprise customers as part of a 8.6 deliberate strategic focus on drivi
Slide 7: Felix Vendor Marketplace opportunity
Felix Vendor Marketplace opportunity Mandated usage of the Vendor Marketplace by enterprises has driven rapid growth in the scale of the Vendor Marketplace however it remains under-monetised Vendors in the Vendor Marketplace Overview For personal use only ↘ Mandated usage of the Vendor Marketplace b
Slide 8: Contents
Contents For personal use only Acquisition overview 9 Strategic rationale 14 Growth strategy 21 Trading update and outlook 27 Transaction terms and funding detail 30 Appendix A: Felix overview 36 Appendix B: FY25 financial summary 43 Appendix C: Key risks, international offer restrictions & selling
Slide 9: Acquisition overview
Acquisition overview For personal use only 9
Slide 10: Highly strategic acquisition
Highly strategic acquisition The acquisition of Nexvia enables Felix to fast-track Vendor monetisation by equipping Felix’s Vendors with a comprehensive suite of project and business management tools Overview For personal use only ↘ Nexvia is a SaaS platform, providing project and business managemen
Slide 11: Nexvia financial highlights
Nexvia financial highlights2 Nexvia has delivered strong organic growth and achieved EBITDA breakeven in FY25 Nexvia ARR1 For personal use only ($m, unaudited figures) +25% 172 $13k CAGR Customers Median ARR per customer 3.3 2.8 2.1 $3.3m 10.6x 1.7 FY25 ARR1 (+16% on FY24) FY25 LTV/CAC1 Breakeven $3
Slide 12: Nexvia platform
Nexvia platform Nexvia reduces risk and increases efficiency by offering an integrated and centralised platform that helps project-led Vendor SMEs digitise, streamline, and optimise project workflows from tender to completion For personal use only 12
Slide 13: CEO quote on Nexvia acquisition
For personal use only “ Felix’s enterprise-led, organic growth strategy has delivered consistent, long-term ARR expansion. Our deliberate focus on growing the enterprise customer base has significantly scaled our Vendor Marketplace ecosystem — but it has also meant that Vendor monetisation has remai
Slide 14: Strategic rationale
Strategic rationale For personal use only 14
Slide 15: Strategic rationale
Strategic rationale For personal use only Acquisition of Nexvia to accelerate Felix’s Vendor monetisation strategy Expand product capability 1 Significant expansion of platform footprint through the integration of Nexvia’s advanced project management functionality Platform synergies 2 Unlocks substa
Slide 16: 1. Expand product capability
1. Expand product capability Nexvia offers a turn-key solution for Vendors, unlocking a fully integrated experience for Vendor SME’s and closing the loop in Felix’s ecosystem Vendor solutions capability For personal use only Felix’s Enterprise solution Nexvia’s Vendor SME solution ↘ Expands Felix’s
Slide 17: 2. Platform synergies
2. Platform synergies Nexvia’s solution is highly complementary to Felix’s platform, with product synergies enhancing value for customers Simplified project and platform overview For personal use only Felix enterprise platform Request for Enterprise Contract Contract Evaluate quote created compares
Slide 18: 3. Cross-selling opportunity
3. Cross-selling opportunity Acquisition enables Felix to directly monetise its Vendor base by offering Nexvia’s solutions tailored for Vendor SME’s Illustrative Vendor Marketplace opportunty1,2 Cross-sell opportunity For personal use only ↘ Acquisition unlocks near-term cross-sell potential by prov
Slide 19: 4. Material financial contribution
4. Material financial contribution Acquisition of Nexvia delivers FY25 pro-forma ARR of $11.9m, an increase of 38% on FY25 standalone ARR of $8.6m Felix pro-forma ARR FY26 growth priorities For personal use only ($m, pro-forma unaudited figures) ↘ Felix’s growth has chiefly been driven by growth 38%
Slide 20: Business integration plan
Business integration plan Clear roadmap to integrate Nexvia with Felix and unlock revenue potential of the combined solution For personal use only Phase 1: Foundation & alignment Phase 2: Integration & enablement Phase 3: Synergy realisation & scaling o Continue Nexvia organic growth strategy o Alig
Slide 21: Growth strategy
For personal use only Growth strategy 21
Slide 22: Growth strategy recap
Growth strategy recap For personal use only 1. Drive domestic 2. Core platform 3. International 4. Vendor enterprise growth expansion expansion monetisation 22
Slide 23: 1. Domestic enterprise growth
1. Domestic enterprise growth Proven enterprise growth strategy delivering strong organic growth and contract expansions ↘ 21% growth in enterprise customers driven by established GTM strategy, strong Accelerating platform adoption For personal use only value proposition in verticals relative to poi
Slide 24: 2. Core platform expansion
2. Core platform expansion Platform development to drive high-margin expansion in ARR growth ↘ Existing Contracts module provide a store of all contracts and contract summaries NEW Contract Management module For personal use only in a central, secure and easily searchable repository ↘ Felix is signi
Slide 25: 3. International expansion
3. International expansion Expanding in-region resources to capture international pipeline opportunity ↘ Felix has completed key international readiness initiatives, including localisation Enterprise customer pipeline For personal use only features, international data security and compliance certifi
Slide 26: 4. Vendor monetisation
4. Vendor monetisation Nexvia acquisition accelerates Felix’s Vendor monetisation strategy, unlocking an opportunity for a step-change in growth ↘ Mandated usage of the Vendor Marketplace by Felix’s enterprise customer has Vendor Marketplace growth For personal use only driven strong network effects
Slide 27: Trading update & outlook
Trading update & outlook For personal use only 27
Slide 28: Trading update
Trading update Continued momentum in Felix’s enterprise-led growth strategy with six expansions and three new customers signed in Q4 FY25 • Six contract expansions and three new enterprise customer signed in Q4 FY25 Felix ARR ($m) For personal use only • Enterprise ARR of $6.9m, increasing 20% on pc
Slide 29: Outlook
Outlook In FY26, Felix is focused on strategic investments for long-term growth and scale to unlock accelerated revenue and earnings growth in FY27 and beyond FY26 key priorities For personal use only Enterprise ARR • Continued domestic enterprise ARR growth supported by Nexvia‘s sector strengthen a
Slide 30: Transaction terms and funding detail
Transaction terms and funding detail For personal use only 30
Slide 31: Transaction overview
Transaction overview • Felix Group Holdings (Felix or FLX) has entered into a binding conditional agreement to acquire 100% of the issued capital in Nexvia Pty Ltd (Nexvia) for total cash and scrip consideration of $12.0m, representing a valuation of ~3.8x Nexvia’s FY25 ARR Transaction overview • Ac
Slide 32: Equity raising summary
Equity raising summary Growth capital to fund inorganic and organic growth initiatives For personal use only Felix is conducting the Offer to raise up to ~A$16.0m comprising: • A two tranche Placement to sophisticated and professional investors to raise gross proceeds of approximately A$16.0m of new
Slide 33: Equity raising summary (cont.)
Equity raising summary (cont.) Growth capital to fund inorganic and organic growth initiatives • Eligible Felix shareholders as at the record date of 7:00pm AEST on Monday, 18 August 2025, with a registered address in Australia or New For personal use only Zealand will have the opportunity to apply
Slide 34: Sources and uses of funds
Sources and uses of funds Indicative sources and uses of Offer proceeds For personal use only Acquisition consideration and Sources A$m integration costs Existing cash 2.0 Placement 16.0 Organic Growth Initiatives Scrip consideration 3.6 • Platform development to Total Sources 21.6 expand the capabi
Slide 35: Indicative offer timetable and Pro-forma Capital Structure
Indicative offer timetable and Pro-forma Capital Structure Indicative Timetable Indicative Capital Structure Event1 Date Current capital structure For personal use only Issued capital of the Company prior to completion of the 205,410,631 Shares Trading Halt and Record Date (SPP) Monday, 18 August 20
Slide 36: Appendix A: Felix Overview
Appendix A: Felix Overview For personal use only 36
Slide 37: Vision
Vision For personal use only The trusted supply chain platform for the built environment. 37
Slide 38: Felix's solution
Felix’s solution Enterprise-grade platform connects and harmonises the supply chain ecosystem, improving visibility, trust and efficiency for organisations, Vendors and industry participants For personal use only Supply chain of third- party Vendors 38
Slide 39: Trusted solution for market-leaders
Trusted solution for market-leaders 70+ Tier 1 and leading organisations trust Felix to manage and engage with their supply chains For personal use only Select customers 39
Slide 40: Modular platform
Modular platform Felix digitises and connects organisations’ supply chains, procurement workflows and internal teams For personal use only Enterprise Revenue Model B2B software licensing model based on the number of modules and user accounts Additional one-time implementation fees Average ARR per Co
Slide 41: Built for asset intensive sectors
Built for asset intensive sectors Felix targets high-value sectors which operate across large and complex capital asset projects Capital asset sectors share characteristics that Felix’s platform For personal use only has been purpose-built from the ground up to seamlessly manage throughout the entir
Slide 42: Unique solution
Unique solution Traditional methods of managing supply chains are inadequate, while existing software solutions are not built to industry needs For personal use only Comprehensive supply chain management and procurement software solution, purpose built for capital- Paper / form-based Generic procure
Slide 43: Appendix B: FY25 Financial Summary
Appendix B: FY25 Financial Summary For personal use only 43
Slide 44: Summary FY25 P&L
Summary FY25 P&L FY25 ($000) FY24 ($000) Change (%) CONTRACTOR REVENUE 6,373 4,856 31% For personal use only CONTRACTOR COGS Consultant fees (82) (118) (30%) Contract costs (328) (263) 25% Employee benefits (982) (672) 46% Subscriptions (143) (98) 46% Total (1,535) (1,151) 33% CONTRACTOR GROSS PROFI
Slide 45: Summary FY25 Balance Sheet
Summary FY25 Balance Sheet FY25 ($000) FY24 ($000) Change (%) FY25 ($000) FY24 ($000) Change (%) For personal use only Assets Liabilities Current Liabilities Current Assets Trade and other payables 2,908 1,410 106% Cash and cash equivalents 2,039 1,711 19% Contract liabilities 5,556 4,185 33% Trade
Slide 46: Appendix C: Key risks, international offer restrictions
Appendix C: Key risks, international offer restrictions For personal use only 46
Slide 47: Key Risks
Key Risks RISKS Investors and Holders of Felix shares ("Felix Shareholders") should be aware that an investment in Felix involves risks. The key risks identified by Felix and its subsidiaries (Felix Group) are set out below, but these are not an exhaustive list of the risks associated with an invest
Slide 48: Key Risks
Key Risks Integration and synergy risks The Acquisition is a complementary acquisition that will integrate with Felix's operations to create a diversified provider of smart city solutions. There are strong operational synergies with the potential to realise tenders for larger and varied opportunitie
Slide 49: Key Risks
Key Risks Impairment of intangible asset risk As part of the Acquisition, Felix will need to perform a fair value assessment of Nexvia’s assets (including intangibles) and liabilities. In the event that goodwill or any other intangible assets are recognised upon acquisition, these assets will be req
Slide 50: Key Risks
Key Risks Personnel risk Organisational culture and people are a key strength of the Felix Group. Accordingly, the performance and retention of the Felix Group's senior executives is central to its ongoing financial performance. The loss of any of the Felix Group's key personnel may have an adverse
Slide 51: Key Risks
Key Risks Country/region specific risks in new and/or unfamiliar markets risk The Felix Group currently operates in Australia but plans to expand its operations to overseas markets after it has established sufficient critical scale in the Australian market. There is no guarantee that the Felix Group
Slide 52: Key Risks
Key Risks OFFER AND GENERAL RISKS Market price of ordinary shares will fluctuate Ordinary shares trade on ASX. The market price of ordinary shares on ASX may fluctuate due to various factors, including: • For personal use only Australian and international general economic conditions (including infla
Slide 53: International offer restrictions
International offer restrictions This document does not constitute an offer of new ordinary shares (“New Shares”) of the Company in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the New Shares may not be offered or sold, in any
Slide 54: International offer restrictions
International offer restrictions United States This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The New Shares have not been, and will not be, registered under the US Securities Act of 1933 or the securities laws of any state
Slide 55: Summary of underwriting agreement
Summary of underwriting agreement Felix has entered into a conditional Underwriting Agreement with Canaccord Genuity (Australia) Limited (the “Underwriter”) dated 19 August 2025 (“Underwriting Agreement”) under which the Underwriter has agreed to fully underwrite the Placement, subject to the terms
Slide 56: Summary of underwriting agreement (cont.)
Summary of underwriting agreement (cont.) Termination events • (Cleansing Notice defective) (a Cleansing Notice is or becomes defective (within the meaning of section 708A(10) of the Corporations Act) or any amendment, update or correcting notice to the Cleansing Notice is required under the (cont.)
Slide 57: Summary of underwriting agreement (cont.)
Summary of underwriting agreement (cont.) Termination events • (Banking moratorium or disruption) a general moratorium on commercial banking activities in any Specified Jurisdiction is declared by the relevant central banking authority in any of those countries, or there is a material disruption in
Slide 58: For personal use only
For personal use only 58
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