Infotrust Completes Catalyst Cyber Buy to Expand Federal Cyber Security Revenue
Infotrust has completed its acquisition of Catalyst Cyber Pty Ltd, the Canberra-based cyber security consultancy announced on 17 April 2026. The transaction brings security-cleared personnel and established Commonwealth relationships into the ASX-listed company’s operations, advancing its cyber-first growth strategy with a focus on Federal Government and defence-aligned customers.
Infotrust completes Catalyst Cyber acquisition, expanding federal government cyber footprint
The acquisition, finalised 17 April 2026, gives Infotrust 100% ownership of Catalyst Cyber, a specialist consultancy operating in high-assurance environments where security clearances and sovereign capability requirements create significant barriers to entry. Catalyst Cyber’s focus on Federal Government customers positions Infotrust to capture opportunities in a sector where long-term contracts and recurring revenue streams are typical.
The deal strengthens Infotrust’s presence in regulated environments and expands its sovereign cyber security capability. Security-cleared personnel transferred as part of the acquisition bring expertise across cyber security advisory, security engineering, incident response and assurance services, all critical capabilities for government and defence customers.
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What is sovereign cyber security and why does it matter?
Sovereign cyber security refers to cyber capabilities delivered by Australian-owned and operated providers using security-cleared personnel who can handle classified or sensitive government information. High-assurance environments, such as those operated by Federal Government departments and defence agencies, require specialist providers who meet strict security and vetting requirements.
Security-cleared personnel have undergone comprehensive background checks and are authorised to access classified material up to specified levels. Obtaining these clearances takes years and requires continuous compliance, creating a competitive moat around businesses that already employ cleared staff. Once a provider establishes relationships within government and defence circles, switching costs for customers are high due to security protocols and the specialised nature of the work.
This matters for investors because Australian defence and government spending on cyber security continues to expand as geopolitical tensions drive increased focus on digital resilience. Providers with existing clearances and Commonwealth relationships are well-positioned to capture this growth without needing to build capability from scratch.
Transaction structure ties vendor payment to earnings delivery
The acquisition was structured to align vendor incentives with earnings performance, protecting Infotrust from overpaying if forecast results are not achieved. At completion, Infotrust paid $1.6 million in cash and issued 1,871,156 fully paid ordinary shares based on estimated FY26 earnings performance.
| Component | Amount | Notes |
|---|---|---|
| Cash consideration | $1.6 million | Paid at completion |
| Completion shares issued | 1,871,156 ordinary shares | Based on estimated FY26 EBITDA |
| Escrow arrangement | 50% of completion shares | 2-year voluntary escrow period |
| Base valuation multiple | 5x FY26 EBITDA | Forecast EBITDA approximately $0.7 million |
| Earn-out multiple | 6x incremental EBITDA | Applies to EBITDA above FY26 baseline in FY27 and FY28 |
| Maximum total consideration | 5 million shares | Upper limit including all adjustments and earn-outs |
Catalyst Cyber was valued at 5x its forecast FY26 EBITDA of approximately $0.7 million. Final consideration remains subject to customary completion adjustments following determination of audited FY26 results, with a true-up mechanism ensuring final pricing aligns with actual earnings achieved during the period.
The earn-out arrangements provide for additional consideration in FY27 and FY28 if Catalyst Cyber delivers EBITDA above the audited FY26 baseline. Any incremental EBITDA uplift is valued at 6x, incentivising Catalyst Cyber’s management to grow earnings post-acquisition. The 2-year escrow on half the completion shares further aligns vendor interests with long-term performance rather than a quick exit.
The 5 million share cap disclosed in the Appendix 3B dated 14 April 2026 represents the maximum number of fully paid ordinary shares that may be issued under the transaction without seeking shareholder approval.
Catalyst Cyber’s service capabilities
Catalyst Cyber brings four core service areas that complement Infotrust’s existing managed technology services:
- Cyber security advisory – strategic guidance on security posture and risk management for government customers
- Security engineering – design and implementation of security controls in high-assurance environments
- Incident response – rapid response capabilities for security breaches and cyber incidents
- Assurance services – validation and testing of security controls to meet compliance requirements
These capabilities are specialist in nature and tailored to the stringent requirements of Federal Government and defence customers. The addition creates cross-selling opportunities across the combined customer base, allowing Infotrust to offer a broader suite of cyber security services to both existing clients and Catalyst Cyber’s Commonwealth relationships.
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Strategic rationale and outlook
The acquisition represents a further step in Infotrust’s cyber-first growth strategy, strengthening the company’s position in regulated and high-assurance environments where barriers to entry are significant. Federal Government and defence customers represent a growth vertical with long-term revenue potential, and the transaction accelerates Infotrust’s positioning in this segment rather than requiring years of organic capability building.
Management continuity arrangements support integration, with the acquisition structure designed to retain key personnel and maintain Catalyst Cyber’s operations post-completion. The alignment of vendor consideration with earnings performance and personnel retention protects Infotrust while incentivising the Catalyst Cyber team to drive growth.
The announcement was authorised for release by the Board of Directors of Infotrust Ltd. Federal Government and defence-aligned customers typically provide recurring revenue streams underpinned by multi-year contracts, and Catalyst Cyber’s established Commonwealth relationships position Infotrust to capture opportunities in a sector where security clearances and sovereign capability requirements limit competition.
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