Vysarn (VYS) investor relations material

Transaction overview and rationale

• Announced binding agreement to acquire 100% of Welltech, a specialist water management business, for $60m total consideration ($37.25m cash, $12.75m in shares, and up to $10m deferred over three years, subject to EBITDA hurdles).

• Acquisition is highly accretive, with 37.3% EPS accretion on a post-placement pro forma FY26 basis, and is priced at 3.6x FY26 EBITDA upfront and 4.3x total consideration.

• Funded by a fully underwritten $65.3m placement at $1.05 per share, representing 11.8% of issued capital, to institutional and sophisticated investors.

• Proceeds will fund the acquisition, transaction costs, growth initiatives, working capital, and development of the Kariyarra Water Scheme.

• Completion is subject to due diligence, funding, regulatory and operational conditions, with a sunset date of 27 September 2026 and expected completion in September 2026.

Welltech business profile and financials

• Welltech provides construction water, wastewater bypass, and drilling services across civil, utility, government, and resources sectors, with a diverse client base including Melbourne Water, BHP, and Rio Tinto.

• FY26 pro forma revenue of $33.2m, EBITDA of $14.0m (42% margin), and EBIT of $11.8m (36% margin), based on unaudited management accounts.

• Business underpinned by a large owned fleet, in-house technical capability, and over 30 years of operating history since 1995.

• Revenue is predominantly hire and mobilisation (61%), with a blue-chip customer base and long-term fleet deployments.

• Specialist fleet of 390+ items, valued at ~$29m, supporting high-margin, repeatable earnings.

Strategic fit and growth outlook

• Acquisition adds a unique, asset-backed water infrastructure platform with high barriers to entry and national growth potential.

• Welltech’s high-margin rental model and long-life assets support strong EBITDA-to-EBIT conversion (~84%).

• Expands national footprint, enabling cross-sell opportunities and longer revenue tail across resources, utilities, and infrastructure sectors.

• Structural growth drivers include strong resources sector, rising infrastructure and urban water capex, and recurring network disruptions.

• FY27 focus on integration, organic growth, and leveraging the expanded platform for further strategic opportunities.