How Rewardle Navigates CloudHolter Ties and Pepper Leaf Loan Disputes Amid Reporting Delays

Complex Customer Relationship with CloudHolter

Rewardle Holdings Limited (ASX:RXH) has responded comprehensively to ASX inquiries regarding its material customer CloudHolter Pty Ltd. While CloudHolter accounts for over 80% of Rewardle’s revenue, the company clarified that it does not consider CloudHolter critical to its ongoing viability. This is due to Rewardle’s diversified revenue streams and significant equity investment in CloudHolter, which stands at 49.9% following recent share subscriptions.

The relationship is multifaceted, combining operational service fees with equity participation. Rewardle provides CloudHolter with software licensing and professional services, leveraging its proprietary B2B2C platform and personnel resources. To ensure compliance with ASX continuous disclosure obligations, Rewardle has formalised an Information Sharing Agreement with CloudHolter, addressing previous undocumented arrangements.

Financial Reporting Challenges and Improvements

Rewardle acknowledged delays in lodging its periodic financial reports, attributing these primarily to the complexities involved in auditing CloudHolter’s accounts. As a private, rapidly growing start-up, CloudHolter’s financial statements require equity accounting treatment that is more intricate than Rewardle’s other subsidiaries. Despite these challenges, Rewardle has maintained timely quarterly reporting and is now finalising its FY24 and FY25 audited accounts.

Importantly, Rewardle’s standalone entity remains profitable with positive operating cash flows and improved liquidity, boasting a cash balance of approximately $2.3 million as of August 2025. This contrasts with consolidated figures impacted by CloudHolter’s start-up losses, which contributed to a net loss and working capital deficiencies in FY24.

Pepper Leaf Investment and Loan Disputes

Rewardle holds a 54% stake in Pepper Leaf, a Melbourne-based subscription meal kit delivery service. The company disclosed that the $1.5 million loan from Pepper Leaf to Rewardle, originally due for repayment by November 2024, has been extended to October 2030. Meanwhile, Rewardle has initiated court proceedings to recover loans extended to Pepper Leaf’s founders, with mediation held in late August 2025 resulting in an in-principle confidential settlement pending formal documentation.

Additionally, Rewardle recorded a goodwill impairment charge of $698,350 related to Pepper Leaf, reflecting a material decline in the subsidiary’s performance since acquisition. Despite this, Pepper Leaf continues to operate its core business in Melbourne.

Governance and Compliance Assurances

Rewardle confirmed compliance with ASX Listing Rules, including related party transaction disclosures and continuous disclosure obligations. The company addressed potential conflicts of interest arising from familial ties between CloudHolter’s controlling shareholder and Rewardle’s Executive Chairman, affirming adherence to the Corporations Act and ASX rules.

Directors remain confident in Rewardle’s ability to meet its financial obligations and support ongoing operations, citing improved cash flow and strategic equity investments. The company is actively working to streamline financial reporting processes, including potential auditor changes to better coordinate with CloudHolter’s audit requirements.