Cluey Ltd · ASX:CLU
Cluey — Investor Presentation (November 2025)
34 slides from Cluey's investor presentation, Nov 6, 2025
Slide 1: Acquisition of Art of Smart and Capital Raise
Cluey Ltd (CLU) Acquisition of Art of Smart and Capital Raise Investor Presentation 6 November 2025
Slide 2: Contents
Contents 1. Background 2. Acquisition Opportunity 3. Cluey & AOS Synergies 4. Proposed Acquisition 5. Offer Details
Slide 3: Disclaimer (1 of 2)
Disclaimer (1 of 2) SOLE RIGHTS OF EVALUATION Except as required by law, neither Cluey or the Lead Manager or either of the respective officers, employees or advisers (together, the relevant persons) makes any representation or warranty (expressed or implied) as to the quality, accuracy, sufficiency
Slide 4: Disclaimer (2 of 2)
Disclaimer (2 of 2) NON-IFRS FINANCIAL INFORMATION Recipients should be aware that this Investor Presentation includes non-IFRS financial information. In including non-IFRS Financial Information Cluey has had regard to ASIC Regulatory Guide 230 titled "Disclosing non-IFRS financial information". Clu
Slide 5: Background
Background
Slide 6: Current Products & Services and Our Vision For The Future
Current Products & Services and Our Vision For The Future Cluey today Cluey of the future Cluey is an education company that delivers personalised academic tutoring Cluey is evolving into a broader learning services company. Cluey is and innovative co/extracurricular programs for school-aged student
Slide 7: Three Levers For Scalable Growth
Three Levers For Scalable Growth As we approach profitability, we are shifting our focus to strategic growth opportunities. Three strategic levers are expected to drive top-line growth while sustaining operational efficiency. PRODUCT INNOVATION DISTRIBUTION EXPANSION AI-DRIVEN DISRUPTION New ways of
Slide 8: The Future – Product Expansion To Deliver More Value To Customers
The Future – Product Expansion To Deliver More Value To Customers CORE: An engaging self-study subscription service that VALUE ADDED SERVICES: Complementary portfolio of learning combines multimedia lessons with practice exercises, products and services, creating a flywheel of engagement, assessment
Slide 9: The Cluey Flywheel
The Cluey Flywheel Service Description Solution Outcomes Targeted support to assist with individual One-on-one online tutoring with flexible Personalised interventions for 1-to-1 learning obstacles/gaps and extend the scheduling remediation or acceleration learning for high achievers Online group se
Slide 10: Omnichannel - Learning Centres A Key Part of Our Strategy
Omnichannel - Learning Centres A Key Part of Our Strategy ONLINE Hybrid learning is now the ‘new normal’. Students no longer distinguish between online and offline; they expect flexibility to switch modes as their needs change. By combining Cluey’s digital assets with physical Learning Centres, we c
Slide 11: Acquisition Opportunity
Acquisition Opportunity
Slide 12: Art of Smart (AoS) Learning Centres
Art of Smart (AoS) Learning Centres AoS is a well-regarded tutoring company that provides Cluey with a gateway into omnichannel delivery and the opportunity to scale 12
Slide 13: AoS Company Overview
AoS Company Overview Founder and History Founded by Rowan Kunz in 2011: • Named Australian Small Business Entrepreneur of the Year • Previously co-founded and exited two EdTech businesses • Author of Secrets of HSC Success Revealed andThe New University Entry Game • YouTube channel with over 2.3 mil
Slide 14: AoS Business Model and Core Focus
AoS Business Model and Core Focus Multi-channel delivery. Strategy is to shift to campus delivery with higher LTV and margin Core Business Business Model • B2C tutoring for senior secondary students (~84%) • Supported over 10,000 students since inception • Revenues: On campus (~47%), online (~39%) a
Slide 15: AoS Services and Reputation
AoS Services and Reputation AoS has a strong reputation for delivering quality outcomes via a unique integrated learning services model – small group, 1-to-1, online and on-campus. Study, Wellbeing & Post School Multi-Format Curriculum-Aligned Resources Options Mentoring Self-study material, 1-to-1
Slide 16: AoS Growth Strategy
AoS Growth Strategy Drive high levels of engagement with students, parents and teachers through free self-study content, products and services and then upsell into paid tutoring Free Self-Study Online Tutoring Upsell to on-campus Group enrolments Content (52% of on-campus) Build trust at scale, Lowe
Slide 17: AoS Tutoring Revenues
AoS Tutoring Revenues Growth in revenue over the past seven years, with a consistent average CAGR of 22%. Total Revenue (in $ million) $6.0m 22% CAGR $5.0m $5.0m $4.7m $4.0m $4.0m $3.6m $2.9m $3.0m $2.1m $2.0m $1.5m $1.0m $0.0m FY19 FY20 FY21 FY22 FY23 FY24 FY25 17
Slide 18: AoS Growing Core Business
AoS Growing Core Business Strong synergies between online and on-campus distribution channels, demonstrating the benefits of multiple delivery channels. Core Business Revenue1 (in $ million) Campus Online $4.5m $4.2m 17% CAGR $4.0m $3.8m $3.5m $3.1m $1.9m $3.0m $1.9m $2.6m $2.5m $1.6m $2.0m $1.5m $1
Slide 19: AoS Scaling A Proven On-Campus Model
AoS Scaling A Proven On-Campus Model AoS has a proven campus expansion strategy with the opportunity to roll-out multiple new campuses in core locations where Cluey has established demand. Time to $1m Revenue Hornsby* Hills Chatswood* $1,200,000 Consistent campus performance across three locations d
Slide 20: AoS Financial Performance Highlights
AoS Financial Performance Highlights Four consecutive years of Gross Margin and EBITDA improvements, driven by a shift from in-home to on-campus delivery. Overview1 • Consistent annual revenue growth: Revenue grew +18% in $’000 FY22 FY23 FY24 FY25 FY24, with stable performance in FY25 (+4%). Forecas
Slide 21: Cluey & AoS Synergies
i Cluey & AoS % Synergies i
Slide 22: Significant Product and Service Opportunities, Extensions & Synergies
Significant Product and Service Opportunities, Extensions & Synergies For AoS For Cluey Geographic Expansion: New Subjects: • Accelerate the rollout of AoS Learning Centres • Add high-demand high school subjects not nationally, leveraging the demand for Cluey’s currently offered by Cluey (e.g. Econo
Slide 23: Operational Opportunities and Synergies
Operational Opportunities and Synergies Significant synergies expected for both Cluey and AoS. Opportunity Areas • Scale AoS enrolments using Cluey’s proven sales engine, infrastructure, and investment Sales & Marketing • Convert AoS leads via Cluey’s Learning Advisors • Fill AoS classes with unsold
Slide 24: Proposed Acquisition
Proposed Acquisition 2 4 = = o s< 4 t. “CLUEY + caste CoveCAMP
Slide 25: Proposed Acquisition
Proposed Acquisition 1 The acquisition of AoS provides a profitable platform asset for omnichannel delivery and provides a key component of Cluey’s growth strategy. IN-PERSON TUTORING CAMPUS ROLLOUT AoS provides new product offerings to meet existing Cluey has extensive demand data enabling the dema
Slide 26: Proposed Acquisition Valuation and Financing
Proposed Acquisition Valuation and Financing 1 Estimated purchase price of $4.8m based on FY25 normalised EBITDA2 (including estimated earnout) Structure • Purchase consideration based on 6.5 times normalised EBITDA for FY25 and actual EBITDA for FY27. • Estimated total purchase consideration of $4.
Slide 27: Proposed Entitlement Offer
Proposed Entitlement Offer Raising $4.5m in cash to fund Proposed Acquisition FUNDING PURCHASE CONSIDERATION1 Of the $4.5m, the Company will use cash of $3.1m to fund tranche 1 of the acquisition of Sources the AOS business: Equity Raising (excluding ~$0.1m in CLU shares to $4.5m be issued to the Ku
Slide 28: Offer Details
Offer Details
Slide 29: Offer Details
Offer Details • A fully underwritten 2 for 11 non-renounceable entitlement offer of New Shares at the issue price of $0.07 (“Issue Price”) to raise approximately $4.5 million (“Entitlement Offer”) Offer structure and size • Approximately 66.1 million new fully paid ordinary shares in the Company (“N
Slide 30: Sources and Uses of Funding
Sources and Uses of Funding AUD $ AUD $ Sources of funds Uses of funds million million Entitlement Offer 4.5 Cash consideration for Art of Smart – tranche 1 3.1 Cash on balance sheet as at 30 June 2025 4.7 Associated capital raise and transaction costs 0.2 Art of Smart cash on balance sheet as at 30
Slide 31: Pro Forma Financial Impact – Income Statement
Pro Forma Financial Impact – Income Statement $ millions Pro forma Income Statement as at 30 June 2025 Pro forma combined Cluey Art of Smart1 Group Revenue 25.6 5.0 30.6 Gross Profit 14.6 2.2 16.8 Underlying EBITDA22 (4.0) 0.4 (3.6) Notes: 1. The Art of Smart Pro Forma Income Statement in unaudited
Slide 32: Pro Forma Financial Impact – Balance Sheet
Pro Forma Financial Impact – Balance Sheet $ millions Pro forma Balance Sheet as at 30 June 2025 Pro forma combined Cluey Art of Smart1 Impact of the Offer Group Cash and cash equivalent 4.7 0.9 1.22 6.8 Other current assets 1.1 0.2 - 1.3 Property, plant and equipment 0.0 0.2 - 0.2 Intangibles 5.2 1
Slide 33: Offer Timetable
Offer Timetable 1 Event Date “Ex” date Wednesday, 19 November 2025 Record date for the entitlements issue 7:00pm Thursday, 20 November 2025 Offer booklet sent to eligible shareholders Monday, 24 November 2025 Entitlement Offer opens Monday, 24 November 2025 Last date to extend Entitlement Offer Clos
Slide 34: Level 2, 117 Clarence Street, Sydney NSW 2000 | Phone: 1300 182 000 ABN:
Level 2, 117 Clarence Street, Sydney NSW 2000 | Phone: 1300 182 000 ABN: 33 620 549 019