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ADISYN LTD — Interim / Quarterly Report 2025
Feb 25, 2025
64342_rns_2025-02-25_89761947-555d-4ed1-9f0a-64ed72a07ca2.pdf
Interim / Quarterly Report
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Appendix 4D Adisyn Ltd (ASX: AI1) ABN 30 155 473 304
INTERIM FINANCIAL REPORT FOR THE HALF-YEAR ENDED 31 DECEMBER 2024
Adisyn Ltd Appendix 4D Half-year report
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1. Company details
Name of entity: ABN: Reporting period: Previous period:
Adisyn Ltd 30 155 473 304 For the half-year ended 31 December 2024 For the half-year ended 31 December 2023
2. Results for announcement to the market
| 31 December | 31 December | |||
|---|---|---|---|---|
| 2024 | 2023 | Change | Change | |
| $ | $ | $ | % | |
| Revenues from ordinary activities | 1,953,613 | 3,747,341 | (1,793,728) | (48%) |
| Loss from ordinary activities after tax attributable to the | ||||
| Owners of Adisyn Ltd | (2,665,538) | (841,162) |
(1,824,376) | 217% |
| Loss for the half-year attributable to the Owners of Adisyn Ltd | (2,665,538) | (841,162) |
(1,824,376) | 217% |
Dividends
There were no dividends paid, recommended or declared during the current financial period.
Comments
The loss for the Group after providing for income tax amounted to $2,665,538 (31 December 2023: $841,162).
3. Net tangible assets
| Net tangible assets per ordinary security | Reporting period Cents 1.04 |
Previous period Cents 1.99 |
|---|---|---|
4. Control gained over entities
Not applicable.
5. Loss of control over entities
Not applicable.
6. Details of associates and joint venture entities
Not applicable.
7. Audit qualification or review
The financial statements were subject to a review by the auditors and the review report is attached as part of the Interim Report.
Adisyn Ltd Appendix 4D Half-year report
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8. Signed
Signed ___
Date: 26 February 2025
Blake Burton Managing Director
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Adisyn Ltd
ABN 30 155 473 304
Interim Report - 31 December 2024
Adisyn Ltd Directors' report 31 December 2024
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The Directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the 'Group') consisting of Adisyn Ltd (referred to hereafter as the 'Company' or 'parent entity') and the entities it controlled at the end of, or during, the half-year ended 31 December 2024.
Principal activities
Adisyn is a leading provider of managed technology solutions, primarily serving the SME market. The Group leverages cuttingedge technologies, including artificial intelligence and cybersecurity, to deliver bespoke solutions. The Group secured groundbreaking technology through its acquisition of 2D Generation and its advanced capability to apply a layer of graphene coating to a semiconductor interface. The 2G semiconductor leverages graphene’s unique electrical and thermal properties to deliver a processor which can potentially be scaled to even smaller size but with faster, more efficient computing times.
Review of operations
The half-year represents a transformational period for the Group which has rationalised its operations and significantly enhanced its focus on developing an advanced semiconductor technology.
The Group commenced its focus on the semiconductor opportunity in July 2024, following a strategic review of current operations and the signing of a collaboration agreement with global semiconductor IP business 2D Generation (2DG).
The agreement sought to leverage Adisyn’s expertise in data centre management, managed IT services, and cybersecurity, alongside 2DG’s industry-leading capabilities in developing advanced semiconductor solutions.
Following successful collaboration to identify significant opportunities, Adisyn announced in October that the Group had entered formal negotiations to acquire 2DG, in addition to an associated capital raise.
In November, a Binding Agreement for the acquisition was announced in addition to the completion of a $3 million (before costs) equity capital placement.
Post-period end, the Group completed the acquisition of a 100% interest in 2D Generation Ltd and subsequently 2DG Founder and CEO, Arye Kohavi was appointed to the Adisyn Board. In addition, a $10 million heavily oversubscribed placement was completed, with support from recently appointed Non-Executive Director Kevin Crofton, to accelerate development of graphene-enhanced semiconductor technologies.
The Group is currently advancing its understanding of graphene coating for semiconductors through the procurement of a new generation atomic layer deposition machine (ALD). An ALD machine is utilised in the semiconductor industry to deposit extremely thin layers (down to the atomic layer) of material on to chips.
2D has already successfully developed a patented solution enabling in-situ ALD graphene deposition on the interconnect at below 300 degrees Celsius – which has never been achieved successfully prior to 2DG. Adisyn intends to use its incoming ALD machine to achieve further breakthroughs and has targeted uniform deposition of graphene onto a 1cm-by-1cm coupon.
The development of the coupon is anticipated provide a benchmark for further semiconductor interconnect production and assist in overcoming a number of industry challenges, including signal delay, high power consumption and scaling limits.
While the Group has been aggressively pursuing this new opportunity, the Board have also been diligent in streamlining its existing services offering to data centres, cybersecurity and managed IT.
In September, Adisyn announced it had successfully negotiated the surrender of a lease agreement for a data centre located in Bibra Lake, Western Australia.
The negotiation sees the Group further simplify its services business, with data centre solutions now being provided solely through third party providers. As part of the negotiation, all existing, profitable customers were offered to relocate to alternative data centres in Perth to continue to be serviced by Adisyn.
The surrender of the lease has assisted in freeing up capital for the semiconductor opportunity and is also estimated to deliver approximately $350k in savings per year.
Further rationalisation of the business occurred during the period via the divestment of its Miner Hosting Assets. The Miner Hosting Assets, which provide infrastructure and services for clients to facilitate mining of cryptocurrency, were determined to be non-core during an internal review, announced 28 February 2024.
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Adisyn Ltd Directors' report 31 December 2024
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In December, Adisyn announced it had entered into formal negotiations for the divestment with Metacorp Developments Pty Ltd (“Metacorp”) a private Australian Group that provides cryptocurrency mining services to clients under the banner ‘Metamining’.
Post period-end, the Group announced AI1 formally entered into a binding agreement with Metacorp, with completion of the agreement subject to various condition precedent. The divestment is for $300k (plus GST) cash consideration, with up to $300k (plus GST) in additional consideration subject to various earn-out criteria. The sale is for the Miner Hosting business physical assets only and does not include any intellectual property developed by the Group within the Miner Hosting business.
The loss for the Group after providing for income tax amounted to $2,665,538 (31 December 2023: $841,162).
Outlook
The semiconductor industry represents a key target market for the future of the Group and is driven by a number positive fundamentals (refer to references in ASX Announcement dated: 15 July 2024). According to a PwC report, the AI market is expected to reach $15.7 trillion by 2030, with an annual growth rate of 26.4% between 2020 and 2024. This growth underscores the importance of semiconductors in enabling AI technologies.
In 2020, the US invested $23.2 billion in AI research and development, with China following at $16.6 billion. The EU has also set an ambitious goal of investing €20 billion annually in AI over the next decade. The global AI chip market is projected to grow from $10.1 billion in 2020 to $253 billion by 2030, with a compound annual growth rate of 35%.
With these positive tailwinds, Adisyn’s wholly acquired business 2DG will continue to make developments via its current and incoming ALD machines and will also progress its ConnectingChips projects with innovation partners including NVIDIA, IMEC, Valeo, Applied Minerals, NXP, and Unity.
Dividends
There were no dividends paid, recommended or declared during the current or previous financial half-year.
Matters subsequent to the end of the financial half-year
On 21 January 2025, the Company has appointed Mr. Kevin Crofton to its Board of Directors as a Non-Executive Director.
On January 9, 2025, the Group completed the acquisition of a 100% interest in 2D Generation Ltd and subsequently 2DG Founder and CEO, Arye Kohavi was appointed to the Adisyn Board.
(a) ( Consideration ): the consideration payable by the Company to 2D Generation Shareholders ( Sellers ) comprise:
(i) 300,000,000 fully paid ordinary shares in the capital of the Company ( Consideration Shares );
(ii) a total of 300,000,000 performance rights ( Performance Rights ) which will convert into Shares on a one for one basis subject to satisfaction of the milestone in the relevant class before the expiry date, as follows:
(A) ( Class A ): 100,000,000 Class A Performance Rights which convert into Shares upon an independently verified demonstration (by a suitably qualified professor from a recognised technological university in Australia or Israel, as determined by the AI1 board of directors) of the successful deposition of an organic substrate on to a metallic or non-metallic material at below 300 degrees Celsius using an Atomic Lawyer Deposition machine, within 12 months;
(B) ( Class B ): 100,000,000 Class B Performance Rights which convert into Shares upon an independently verified demonstration (by a suitably qualified professor from a recognised technological university in Australia or Israel, as determined by the AI1 board of directors) of the successful deposition of an organic substrate capping layer on Copper (Cu) or Reuthenium (Ru) coupons 1cm by 1cm in size at below 300 degrees Celsius, within 18 months; and
(C) ( Class C ): 100,000,000 Class C Performance Rights which convert into Shares following the signing of a binding agreement with a global semiconductor corporation and AI1 receiving income of more than $AU1M (determined in accordance with applicable accounting standards as received and confirmed by AI1’s auditor), within 36 months.
The Consideration Shares and the Performance Rights will be subject to a voluntary escrow period of 6 months from the date of issue.
On 28 January 2025, the Company has entered into a binding agreement to divest 100% of its Miner Hosting business excluding any intellectual property developed by the Company to Metacorp. The divestment is for $300k (plus GST) cash consideration, with up to $300k (plus GST) in additional consideration subject to several earn-out criteria.
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Adisyn Ltd Directors' report 31 December 2024
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On 12 February 2025, Mr. Justin Thomas stepped down from the Board.
On 24 January 2025, the Company successfully concluded a heavily oversubscribed $10 million placement, issuing 105,263,158 new fully paid ordinary shares at $0.95 each. Additionally, 20,000,000 unlisted options, exercisable at $0.15 per share and expiring in 36 months, were granted to the brokers for the placement
On 24 February 2025, Non-Executive Chairman Shane wee has informed the Board of his intention to step down in the coming three months, as part of a planned leadership transition.
No other matter or circumstance has arisen since 31 December 2024 that has significantly affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years.
Auditor's independence declaration
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this Director's report.
This report is made in accordance with a resolution of the Board of Directors, pursuant to section 306(3)(a) of the Corporations Act 2001 .
On behalf of the Directors
_________ Blake Burton Managing Director
26 February 2025
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To the Board of Directors,
AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE CORPORATIONS ACT 2001
As lead audit Director for the review of the financial statements of Adisyn Ltd and its controlled entities for the half year ended 31 December 2024, I declare that to the best of my knowledge and belief, there have been no contraventions of:
-
the auditor independence requirements of the Corporations Act 2001 in relation to the review; and
-
any applicable code of professional conduct in relation to the review.
Yours Faithfully,
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HALL CHADWICK WA AUDIT PTY LTD
MARK DELAURENTIS CA Director
Dated this 26[th] day of February 2025 Perth, Western Australia
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Adisyn Ltd Contents 31 December 2024
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Condensed consolidated statement of profit or loss and other comprehensive income 6 Condensed consolidated statement of financial position 8 Condensed consolidated statement of changes in equity 9 Condensed consolidated statement of cash flows 10 Notes to the condensed consolidated financial statements 11 Directors' declaration 21 Independent auditor's review report to the members of Adisyn Ltd 22
General information
The financial statements cover Adisyn Ltd as a Group consisting of Adisyn Ltd and the entities it controlled at the end of, or during, the half-year. The financial statements are presented in Australian dollars, which is Adisyn Ltd's functional and presentation currency.
Adisyn Ltd is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business are:
Registered office
Principal place of business
Suite 7, 63 Shepperton Rd, Unit 3, 4 McGrath Road Victoria Park, Henderson WA 6166 Western Australia 6100
A description of the nature of the Group's operations and its principal activities are included in the Directors' report, which is not part of the financial statements.
The financial statements were authorised for issue, in accordance with a resolution of Directors, on 26 February 2025. The Directors do not have the power to amend and reissue the financial statements.
5
Adisyn Ltd
Condensed consolidated statement of profit or loss and other comprehensive income For the half-year ended 31 December 2024
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| 31 December | 31 December 2023^ $ 1,920,138 20,775 (623,815) (72,991) (300,174) (27,583) (1,359,884) (180,510) (624,044) - (624,044) (217,118) (841,162) (7,088) (7,088) (848,250) (631,132) (217,118) (848,250) |
|
|---|---|---|
| Note | 2024 | |
| $ | ||
| Revenue from continuing operations Other income Expenses Cost of goods sold Selling and distribution expenses Administrative expenses Share-based payments 13 Other operating expenses Finance costs Loss before income tax expense from continuing operations Income tax expense Loss after income tax expense from continuing operations Loss after income tax expense from discontinued operations 4 Loss after income tax expense for the half-year attributable to the Owners of Adisyn Ltd Other comprehensive income Items that may be reclassified subsequently to profit or loss Foreign currency translation Other comprehensive income for the half-year, net of tax Total comprehensive income for the half-year attributable to the Owners of Adisyn Ltd Total comprehensive income for the half-year is attributable to: Continuing operations Discontinued operations |
1,572,186 4,317 (666,908) (51,567) (603,395) (224,697) (1,267,063) (72,994) |
|
| (1,310,121) - |
||
| (1,310,121) (1,355,417) |
||
| (2,665,538) (668) |
||
| (668) | ||
| (2,666,206) | ||
| (1,310,789) (1,355,417) |
||
| (2,666,206) |
The above condensed consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes
6
Adisyn Ltd Condensed consolidated statement of profit or loss and other comprehensive income For the half-year ended 31 December 2024
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| Cents | Cents | ||
|---|---|---|---|
| Earnings per share for loss from continuing operations attributable to the | |||
| Owners of Adisyn Ltd | |||
| Basic earnings per share | 12 | (0.53) | (0.45) |
| Diluted earnings per share | 12 | (0.53) | (0.45) |
| Earnings per share for loss from discontinued operations attributable to the | |||
| Owners of Adisyn Ltd | |||
| Basic earnings per share | 12 | (0.55) | (0.16) |
| Diluted earnings per share | 12 | (0.55) | (0.16) |
| Earnings per share for loss attributable to the Owners of Adisyn Ltd | |||
| Basic earnings per share | 12 | (1.08) | (0.61) |
| Diluted earnings per share |
12 | (1.08) | (0.61) |
^ The comparative information is restated due to the non-current asset classified as held for sale and discontinued operation.
The above condensed consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes
7
Adisyn Ltd Condensed consolidated statement of financial position As at 31 December 2024
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| 31 December | 30 June 2024^ $ 299,141 725,105 11,860 173,419 1,209,525 3,470,099 4,679,624 - 746,310 1,179,449 105,600 2,031,359 6,710,983 930,200 232,932 348,607 563,794 113,699 293,117 2,482,349 909,545 3,391,894 244,362 877,658 49,286 74,311 1,245,617 4,637,511 2,073,472 11,324,454 2,718,184 (11,969,166) 2,073,472 |
|
|---|---|---|
| Note | 2024 | |
| $ | ||
| Assets Current assets Cash and cash equivalents Trade and other receivables Inventories Other assets Assets of disposal groups classified as held for sale 6 Total current assets Non-current assets Right-of-use assets 5 Property, plant and equipment 7 Intangibles 8 Other assets Total non-current assets Total assets Liabilities Current liabilities Trade and other payables Contract liabilities Lease liabilities Borrowings Employee benefits Other liabilities 9 Liabilities directly associated with assets classified as held for sale Total current liabilities Non-current liabilities Borrowings Lease liabilities Employee benefits Other liabilities 9 Total non-current liabilities Total liabilities Net assets Equity Issued capital 10 Reserves 11 Accumulated losses Total equity |
1,754,955 861,059 1,160 62,995 |
|
| 2,680,169 2,614,776 |
||
| 5,294,945 | ||
| 86,889 187,261 981,513 23,305 |
||
| 1,278,968 | ||
| 6,573,913 | ||
| 736,035 196,361 65,303 421,899 96,144 197,860 |
||
| 1,713,602 551,645 |
||
| 2,265,247 | ||
| 3,607 62,189 61,824 - |
||
| 127,620 | ||
| 2,392,867 | ||
| **4,181,046 ** | ||
| 15,999,685 2,816,066 (14,634,705) |
||
| 4,181,046 |
^ The comparative information is restated due to the non-current asset and liabilities classified as held for sale.
The above condensed consolidated statement of financial position should be read in conjunction with the accompanying notes
8
Adisyn Ltd
Condensed consolidated statement of changes in equity For the half-year ended 31 December 2024
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| Share-based | Total equity $ 2,483,861 (841,162) (7,088) (848,250) 400,000 65,813 176,639 11,967 86,567 2,376,597 Total equity $ 2,073,472 (2,665,538) (668) (2,666,206) 4,230,936 224,698 21,000 267,146 30,000 4,181,046 |
||||
|---|---|---|---|---|---|
| Issued | payment | Translation | Accumulated | ||
| capital | reserve | reserve | losses | ||
| $ | $ | $ | $ | ||
| Balance at 1 July 2023 Loss after income tax expense for the half-year Other comprehensive income for the half-year, net of tax Total comprehensive income for the half-year Transactions with Owners in their capacity as Owners: Contributions of equity, net of transaction costs Share-based payments (note 13) Issue of shares to vendor for settlement of Attained consideration(note 10) Issue of shares to interest note holders Issue of performance rights to vendor for the acquisition of Thomas Cyber(note 13) Balance at 31 December 2023 |
10,067,297 - - |
2,695,875 - - |
(8,640) - (7,088) |
(10,270,671) (841,162) - |
|
| - 400,000 38,230 176,639 11,967 - |
- - 27,583 - - 86,567 |
(7,088) - - - - - |
(841,162) - - - - - |
||
| 10,694,133 | 2,810,025 | (15,728) | (11,111,833) | ||
| Share-based | |||||
| Issued | payment | Translation | Accumulated | ||
| capital | reserve | reserve | losses | ||
| $ | $ | $ | $ | ||
| Balance at 1 July 2024 Loss after income tax expense for the half-year Other comprehensive income for the half-year, net of tax Total comprehensive income for the half-year Transactions with Owners in their capacity as Owners: Contributions of equity, net of transaction costs (note 10) Share-based payments(note 13) Loss on extinguishing liability Issue of shares to director(note 10) Exercise of options(note 10) Balance at 31 December 2024 |
11,324,454 - - |
2,729,414 - - |
(11,230) - (668) |
(11,969,166) (2,665,538) - |
|
| - 4,230,936 126,148 21,000 267,146 30,000 |
- - 98,550 - - - |
(668) - - - - - |
(2,665,538) - - - - - |
||
| 15,999,684 | 2,827,964 | (11,898) | (14,634,704) |
The above condensed consolidated statement of changes in equity should be read in conjunction with the accompanying notes
9
Adisyn Ltd
Condensed consolidated statement of cash flows For the half-year ended 31 December 2024
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| 31 December | 31 December 2023 $ 4,599,806 (4,414,387) 121,256 (136,531) 170,144 - (38,582) - - (38,582) 400,000 - 2,519 (537,777) (386,925) (522,183) (390,621) 676,806 286,185 |
|
|---|---|---|
| Note | 2024 | |
| $ | ||
| Cash flows from operating activities Receipts from customers (inclusive of GST) Payments to suppliers and employees (inclusive of GST) Other revenue Interest and other finance costs paid Net cash from/(used in) operating activities Cash flows from investing activities Payments for loan to 2DG Payments for property, plant and equipment 7 Proceeds from disposal of business Proceeds from disposal of property, plant and equipment Net cash used in investing activities Cash flows from financing activities Proceeds from issue of shares 10 Share issue transaction costs Proceeds from borrowings Repayment of borrowings Payment of lease principal Net cash from/(used in) financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the financial half-year Cash and cash equivalents at the end of the financial half-year |
1,990,202 (3,440,274) 4,317 (65,068) |
|
| (1,510,823) | ||
| (692,514) (15,929) 100,000 77,532 |
||
| (530,911) | ||
| 4,548,000 (287,064) - (500,841) (262,548) |
||
| 3,497,547 | ||
| 1,455,813 299,142 |
||
| 1,754,955 |
The above condensed consolidated statement of cash flows should be read in conjunction with the accompanying notes
10
Adisyn Ltd Notes to the condensed consolidated financial statements 31 December 2024
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Note 1. Material accounting policy information
These general-purpose financial statements for the interim half-year reporting period ended 31 December 2024 have been prepared in accordance with Australian Accounting Standard AASB 134 'Interim Financial Reporting' and the Corporations Act 2001 , as appropriate for for-profit oriented entities. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 'Interim Financial Reporting'.
These general-purpose financial statements do not include all the notes of the type normally included in annual financial statements. Accordingly, these financial statements are to be read in conjunction with the annual report for the year ended 30 June 2024 and any public announcements made by the Company during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001 .
The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, unless otherwise stated.
New or amended Accounting Standards and Interpretations adopted
The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
Going concern
The financial statements have been prepared on the going concern basis, which contemplates continuity of normal business activities and the realisation of assets and discharge of liabilities in the normal course of business.
As disclosed in the financial statements, the Group incurred a loss of $2,665,538 (31 December 2023: $841,162) and had net cash inflows from operating of $1,510,823 (31 December 2023 : $170,144) and investing activities outflows of $530,911 (31 December 2023 : $38,582) respectively for the half-year ended 31 December 2024. As at that date, the Group had net assets of $4,181,046 (30 June 2024: $2,073,472).
During January 2025 the Company completed the acquisition of 2D Generation, a semiconductor IP business based in Israel. The Company also had a successful placement of $10M. The placement funds will substantially strengthen the Company’s financial position and provide the resources to support growth initiatives which include the acquisition of cutting-edge equipment, technological innovation, particularly in advancing 2D Generation’s patented technologies, commercialisation and strategic partnerships, as well as operational readiness and working capital.
The Directors believe that the Group will be successful in the above matters and accordingly, have prepared the financial report on a going concern basis. At this time, the Directors are of the opinion that no asset is likely to be realised for an amount less than the amount at which it is recorded in the financial report at 31 December 2024.
Note 2. Critical accounting judgements, estimates and assumptions
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances.
The judgments, estimates and assumptions applied in the half-year financial statements, including the key sources of estimation uncertainty were the same as those applied in the Company's last annual financial statements for the year ended 30 June 2024 unless otherwise mentioned.
11
Adisyn Ltd Notes to the condensed consolidated financial statements 31 December 2024
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Note 3. Operating segments
The Group aggregates two or more operating segments when they have similar economic characteristics, and the segments are similar in each of the following respects:
-
Nature of products and services;
-
Nature of the production processes;
-
Type of class of customer for the products and services;
-
Methods used to distribute the products or provide the services, and if applicable.
-
Nature of the regulatory environment.
Operating segments that meet the quantitative criteria as prescribed by AASB 8 are reported separately. However, an operating segment that does not meet the quantitative criteria is still reported separately where information about the segment would be useful to users of the financial statements. Information about other business activities and operating segments that are below the quantitative criteria are combined and disclosed in a separate category for “all other segments”.
The Group disaggregates revenue from contracts with customers. The Board has identified its operating segments based on the internal reports that are used by the Board in assessing performance and in determining the allocation of resources. The information presented in the financial statements approximates the information of the operating segment.
As a result of disposal of the “Miner Hosting” segment including regional modular hosting. The Group operates only in one segment. The “Infrastructure and Managed Services” segment includes Managed Support Services, Cyber Security Services, Cloud and data centre co-location, as well as Network and Back Up services.
Note 4. Discontinued operations
Financial performance information
| 31 December | 31 December 2023^ $ 626,073 1,158,779 34,086 8,265 1,827,203 100,480 (1,047,570) (93,756) (967,614) (35,861) (2,144,801) (217,118) - (217,118) 30 June 2024 $ - |
|
|---|---|---|
| 2024 | ||
| $ | ||
| Discontinued cloud services Discontinued modular hosting revenue Discontinued modular sales revenue Discontinued other income Total revenue Discontinued other income Discontinued cost of sales Discontinued impairment and depreciation expense Discontinued operating expenses Discontinued other expenses Total expenses Loss before income tax expense Income tax expense Loss after income tax expense from discontinued operations Note 5. Right-of-use assets |
1,664 359,033 20,730 - |
|
| 381,427 | ||
| 93,924 (503,737) (731,401) (565,593) (30,037) |
||
| (1,830,768) | ||
| (1,355,417) - |
||
| (1,355,417) | ||
| 31 December | ||
| 2024 | ||
| $ | ||
| Non-current assets Land and buildings - right-of-use |
86,889 |
12
Adisyn Ltd Notes to the condensed consolidated financial statements 31 December 2024
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Note 5. Right-of-use assets (continued)
The Group initially leased office buildings in Bibra Lake, with the lease commencing on November 1, 2020, and set to expire on October 31, 2027. During the reporting period, the Group surrendered this lease and entered into a new lease agreement for premises in Henderson, effective from September 16, 2024, to September 15, 2026.
Reconciliations
Reconciliations of the written down values at the beginning and end of the current financial half-year are set out below:
| Property $ |
Other finance leased assets $ |
Total $ 1,667,130 (442,908) (1,165,079) (59,143) 86,889 86,889 |
|
|---|---|---|---|
| Balance at 1 July 2024 Assets held for sale(note 6) Surrendered of lease Discontinued depreciation expense Additions Balance at 31 December 2024 |
1,165,079 - (1,165,079) - 86,889 |
502,051 (442,908) - (59,143) - |
|
| 86,889 | - |
Note 6. Assets of disposal groups classified as held for sale
| 31 December | 30 June 2024 $ 134,965 112,336 1,624,805 1,597,993 3,470,099 |
|
|---|---|---|
| 2024 | ||
| $ | ||
| Current assets Trade and other receivables Inventories Rights of use assets Property, plant and equipment |
549,898 112,336 442,908 1,509,634 |
|
| 2,614,776 |
13
Adisyn Ltd Notes to the condensed consolidated financial statements 31 December 2024
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Note 7. Property, plant and equipment
| 31 December | 30 June 2024^ $ 2,217,130 (942,051) (773,121) 501,958 - - - 341,380 (97,028) 244,352 147,913 (147,913) - 746,310 |
|
|---|---|---|
| 2024 | ||
| $ | ||
| Non-current assets Plant and equipment - at cost Less: Accumulated depreciation Less: Impairment Plant and equipment under lease Less: Accumulated depreciation Property Improvements - at cost Less: Accumulated depreciation CloudSigma equipment - at cost Less: Accumulated depreciation |
467,538 (326,278) - |
|
| 141,260 | ||
| 404,628 (361,630) |
||
| 42,998 | ||
| 12,926 (9,923) |
||
| 3,003 | ||
| 147,913 (147,913) |
||
| - | ||
| 187,261 |
Reconciliations
Reconciliations of the written down values at the beginning and end of the current financial half-year are set out below:
| Property improvements $ |
Plant and equipment $ |
Plant and equipment under lease $ |
Total $ 746,310 15,929 42,998 (547,848) (70,128) 187,261 |
|
|---|---|---|---|---|
| Balance at 1 July 2024^ Additions Transfer in from ROU Disposals Depreciation expense Balance at 31 December 2024 |
244,352 - - (241,349) - |
501,958 15,929 - (306,499) (70,128) |
- - 42,998 - - |
|
| 3,003 | 141,260 | 42,998 |
^ Prior balance was restated due to non-current asset classified as held for sale and discontinued operation.
14
Adisyn Ltd Notes to the condensed consolidated financial statements 31 December 2024
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Note 8. Intangibles
| 31 December | 30 June 2024^ $ 451,769 335,929 (253,810) 82,119 104,451 (20,890) 83,561 843,039 (281,039) 562,000 1,179,449 |
|
|---|---|---|
| 2024 | ||
| $ | ||
| Non-current assets Goodwill - at cost Development - at cost Less: Accumulated amortisation Intellectual property - at cost Less: Accumulated amortisation Customer contracts - at cost Less: Accumulated amortisation |
451,769 | |
| 335,929 (300,801) |
||
| 35,128 | ||
| 104,451 (31,335) |
||
| 73,116 | ||
| 843,039 (421,539) |
||
| 421,500 | ||
| 981,513 |
Reconciliations
Reconciliations of the written down values at the beginning and end of the current financial half-year are set out below:
| Goodwill $ |
Development $ |
Intellectual Property $ |
Customer contracts $ |
Total $ 1,179,449 (197,936) 981,513 |
|
|---|---|---|---|---|---|
| Balance at 1 July 2024^ Amortisation expense Balance at 31 December 2024 |
451,769 - |
82,119 (46,991) |
83,561 (10,445) |
562,000 (140,500) |
|
| 451,769 | 35,128 | 73,116 | 421,500 |
^ Prior balance was restated due to non-current asset classified as held for sale and discontinued operation.
Note 9. Other liabilities
| 31 December | 30 June 2024 $ 293,117 74,311 30 June 2024 (1,208,816) 701,779 176,639 (37,030) (367,428) |
|
|---|---|---|
| 2024 | ||
| $ | ||
| Current liabilities Other current liabilities Non-current liabilities Other non-current liabilities Other liabilities relate to deferred consideration payable to Attained Group Pty Ltd (Attained) in relation to the acquisition. |
197,860 | |
| - | ||
| 31 Dec 2024 | ||
| Opening balance as at 1 July Cash payments Conversion of debt-to-equity settlement1 Interest accrued Closing balance as at 31 December |
(367,428) 185,636 - (16,068) |
|
| (197,860) |
15
Adisyn Ltd Notes to the condensed consolidated financial statements 31 December 2024
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Note 9. Other liabilities (continued)
1 On 26 October 2023, the Company issued 8,831,950 ordinary shares at a deemed price of $0.02 per share ( Consideration Shares ) to Esidium Group and Aviso IT to offset $176,639 of cash consideration.
Note 10. Issued capital
| Note 10. Issued capital |
||||||
|---|---|---|---|---|---|---|
| 31 December | 31 December | 30 June 2024 $ 11,969,128 (644,674) 11,324,454 |
||||
| 2024 | 30 June 2024 | 2024 | ||||
| Shares | Shares | $ | ||||
| Ordinary shares - fully paid Capital raising cost |
307,287,439 - |
185,132,002 - |
17,746,054 (1,746,369) |
|||
| 307,287,439 | 185,132,002 | 15,999,685 | ||||
| Movements in ordinary share capital | ||||||
Details |
Date | Shares | Issue price $0.020 $0.050 $0.020 $0.051 $0.020 $0.020 $0.050 $0.050 $0.018 $0.000 $0.033 $0.033 $0.033 $0.000 $0.033 $0.050 $0.016 $0.030 $0.023 $0.076 $0.000 |
$ 10,067,297 176,639 11,967 400,000 8,230 30,000 298,000 246,250 42,871 54,000 (10,800) 11,324,454 1,518,000 60,000 145,019 62,127 215,000 3,000,000 37,500 30,000 33,648 76,000 (502,064) 15,999,684 |
||
| Balance Issue of shares to vendors related to acquisition of Attained1 Issue of shares to interest note holders2 issue of shares - placement Issue of shares to employees under ESIP Issue of shares to employees under ESIP3 Issue of shares - placement Conversion of convertible notes Issue of interest shares to notes holders Issue of shares to corporate advisor Share issue costs Balance Issue of shares - placement Issue of director shares upon conversion of loan under director loan agreement Issue of director shares in lieu of accrued Director fees Fair value adjustment on Director fees, loan to Shane Wee Issue of shares - lead manager Sandton Capital Advisory Pty Ltd Issue of shares Conversion of performance rights Exercise of options Issue of shares to employees under ESIP Issue of shares - Pitt Street Research Pty Ltd Share issue costs Balance |
1 July 2023 26 October 2023 26 October 2023 30 November 2023 18 December 2023 18 December 2023 26 February 2024 2 May 2024 2 May 2024 16 May 2024 30 June 2024 2 August 2024 23 October 2024 23 October 2024 23 October 2024 23 October 2024 7 November 2024 21 November 2024 20 December 2024 20 December 2024 20 December 2024 **31 December 2024 ** |
130,716,089 8,831,950 239,344 20,000,000 162,193 1,500,000 14,900,000 4,925,000 857,426 3,000,000 - |
||||
| 185,132,002 46,000,000 1,818,182 4,394,521 - 5,000,000 60,000,000 2,500,000 1,000,000 442,734 1,000,000 - |
||||||
| 307,287,439 |
16
Adisyn Ltd Notes to the condensed consolidated financial statements 31 December 2024
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Note 10. Issued capital (continued)
1 On 26 October 2023, the Company issued 8,831,950 ordinary shares at a deemed price of $0.02 per share (Consideration Shares) to Esidium Group and Aviso IT to offset $176,639 of cash consideration.
2 On 26 October 2023, the Company issued 239,344 ordinary shares at $0.05 to the convertible note holders in satisfaction of the interest up to 30 September 2023.
3 On 18 December 2023, the Company issued 1,500,000 ordinary shares at $0.02 to Jesper Sentow, Chief Financial Officer of the Company.
Note 11. Reserves
| 31 December | 30 June 2024 $ (11,230) 2,729,414 2,718,184 |
|
|---|---|---|
| 2024 | ||
| $ | ||
| Foreign currency reserve Share-based payments reserve |
(11,898) 2,827,964 |
|
| 2,816,066 |
Note 12. Earnings per share
| Note 12. Earnings per share |
||
|---|---|---|
| 31 December | 31 December 2023 $ (624,044) Cents (0.45) (0.45) 31 December 2023 $ (217,118) Cents (0.16) (0.16) 31 December 2023 $ (841,162) Cents (0.61) (0.61) |
|
| 2024 | ||
| $ | ||
| Earnings per share for loss from continuing operations Loss after income tax attributable to the Owners of Adisyn Ltd |
(1,310,121) | |
| Cents | ||
| Basic earnings per share Diluted earnings per share |
(0.53) (0.53) |
|
| 31 December | ||
| 2024 | ||
| $ | ||
| Earnings per share for loss from discontinued operations Loss after income tax attributable to the Owners of Adisyn Ltd |
(1,355,417) | |
| Cents | ||
| Basic earnings per share Diluted earnings per share |
(0.55) (0.55) |
|
| 31 December | ||
| 2024 | ||
| $ | ||
| Earnings per share for loss Loss after income tax attributable to the Owners of Adisyn Ltd |
(2,665,538) | |
| Cents | ||
| Basic earnings per share Diluted earnings per share |
(1.08) (1.08) |
17
Adisyn Ltd Notes to the condensed consolidated financial statements 31 December 2024
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Note 12. Earnings per share (continued)
| Number | Number | |
|---|---|---|
| Weighted average number of ordinary shares Weighted average number of ordinary shares used in calculating basic earnings per share Weighted average number of ordinary shares used in calculating diluted earnings per share |
246,048,861 | 137,623,955 |
| 246,048,861 | 137,623,955 |
Note 13. Share-based payment arrangements
Total share-based expense recognised at 31 December 2024 $224,697 (31 December 2023:$27,583). This amount includes: -
-
$35,569 related to performance rights vested from the previous period.
-
$33,648 issued to employees under the ESIP.
-
$55,000 related to shares issued to Pitt Street Research.
-
$21,778 related to the performance rights vested and granted during this financial period.
-
$78,703 related to the 3 million options issued to Industry Advisory Board during this financial period.
Set out below are the performance rights granted during the financial half-year:
On 6 December 2024, the Company issued 750,000 performance rights to two employees pursuant to the Company's Employee Security Incentive Plan. The performance rights vesting conditions subject to The Company achieving audited revenue of at least $3.5 million for financial year 2025 from the Company's core business operations, including revenue and/or other income earnt from Australian industry grants received by the Company (but excluding revenue from R&D grants). Of which, $21,778 vested in this financial period.
| Grant date | Expiry date | Number |
|---|---|---|
| 06/12/2024 | 31/12/2025 | 750,000 |
| 750,000 |
Performance rights
| Methodology Grant date Expiry date Spot price Exercise price Risk-free rate Volatility Dividend Yield Number Value per PR |
Black-Scholes 6 December 2024 31 December 2025 $0.072 Nil 3.775% 85% Nil 500,000 $0.072 |
Black-Scholes 6 December 2024 31 December 2025 $0.072 Nil 3.775% 85% Nil 250,000 $0.072 |
|---|---|---|
| Total fair value | $36,000 | $18,000 |
Set out below are the options granted during the financial half-year:
As approved on General Meeting held on 9 October 2024, the Company issued 3,000,000 options to its "Industry Advisory Board" in consideration for services provided by the Advisors. The Options exercisable at $0.03 and expiry date of 3 years from the date of issue and will vest upon the holder's 12-month anniversary of the holder's appointment to the Company's Industry Advisory Board.
18
Adisyn Ltd Notes to the condensed consolidated financial statements 31 December 2024
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Note 13. Share-based payment arrangements (continued)
The valuation model inputs used to determine the fair value at the grant date, are as follows:
| Share price | Exercise | Expected | Dividend | Risk-free | Fair value | ||
|---|---|---|---|---|---|---|---|
| Grant date | Expiry date | at grant date |
price | volatility | yield | interest rate | at grant date |
| 09/10/2024 | 14/11/2027 | $0.041 | $0.030 |
85.00% |
- |
3.77% | $78,703 |
Note 14. Contingent liabilities
The Directors of the Company are not aware of any other contingent liabilities which require disclosure in the half-year ended 31 December 2024.
Note 15. Commitments
The Directors of the Company are not aware of any other commitments which require disclosure in the half-year ended 31 December 2024.
Note 16. Related party transactions
The related party transactions remained consistent compared to previous year except the following:
Equity issued to KMP
On 24 October, the Company issued the following to Mr. Wee, the Chairman of the Company - 1,818,182 ordinary shares at $0.033 per share upon conversion of the loan amount of $60,000.
- 4,394,521 ordinary shares at $0.033 per share in lieu of accrued Director fees from September 2022 to June 2024 amounted to $145,019.
On 20 December 2024, the Company issued 55,555 ordinary shares to Mr. Sentow under ESIP at a share price of $0.018. Refer to Note 10 for further details.
Loans to/from related parties
The following balances are outstanding at the reporting date in relation to loans from related parties:
| 31 December | ||
|---|---|---|
| 2024 | 30 June 2024 | |
| $ | $ | |
| Current borrowings: Loan from Blake Burton1 Loan from Justin Thomas2 Non-current borrowings: Loan from Blake Burton |
301,868 120,000 - |
299,439 120,000 53,836 |
Terms and conditions
1 The loan consists of two parts:
a) A principal amount of $120,868 with an interest rate of 10% per annum, repayable by December 31, 2025. b) A principal amount of $181,000, interest-free, repayable by March 1, 2025.
2 An interest-free loan of $120,000, repayable by March 1, 2025.
All transactions were made on normal commercial terms and conditions and at market rates.
Note 17. Events after the reporting period
On 21 January 2025, the Company has appointed Mr. Kevin Crofton to its Board of Directors as a Non-Executive Director.
19
Adisyn Ltd Notes to the condensed consolidated financial statements 31 December 2024
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Note 17. Events after the reporting period (continued)
On January 9, 2025, the Group completed the acquisition of a 100% interest in 2D Generation Ltd and subsequently 2DG Founder and CEO, Arye Kohavi was appointed to the Adisyn Board.
(a) ( Consideration ): the consideration payable by the Company to 2D Generation Shareholders ( Sellers ) comprise:
(i) 300,000,000 fully paid ordinary shares in the capital of the Company ( Consideration Shares );
(ii) a total of 300,000,000 performance rights ( Performance Rights ) which will convert into Shares on a one for one basis subject to satisfaction of the milestone in the relevant class before the expiry date, as follows:
(A) ( Class A ): 100,000,000 Class A Performance Rights which convert into Shares upon an independently verified demonstration (by a suitably qualified professor from a recognised technological university in Australia or Israel, as determined by the AI1 board of directors) of the successful deposition of an organic substrate on to a metallic or non-metallic material at below 300 degrees Celsius using an Atomic Lawyer Deposition machine, within 12 months;
(B) ( Class B ): 100,000,000 Class B Performance Rights which convert into Shares upon an independently verified demonstration (by a suitably qualified professor from a recognised technological university in Australia or Israel, as determined by the AI1 board of directors) of the successful deposition of an organic substrate capping layer on Copper (Cu) or Reuthenium (Ru) coupons 1cm by 1cm in size at below 300 degrees Celsius, within 18 months; and
(C) ( Class C ): 100,000,000 Class C Performance Rights which convert into Shares following the signing of a binding agreement with a global semiconductor corporation and AI1 receiving income of more than $AU1M (determined in accordance with applicable accounting standards as received and confirmed by AI1’s auditor), within 36 months.
The Consideration Shares and the Performance Rights will be subject to a voluntary escrow period of 6 months from the date of issue.
On 24 January 2025, the Company successfully concluded a heavily oversubscribed $10 million placement, issuing 105,263,158 new fully paid ordinary shares at $0.95 each. Additionally, 20,000,000 unlisted options, exercisable at $0.15 per share and expiring in 36 months, were granted to the brokers for the placement
On 28 January 2025, the Company has entered into a binding agreement to divest 100% of its Miner Hosting business excluding any intellectual property developed by the Company to Metacorp. The divestment is for $300k (plus GST) cash consideration, with up to $300k (plus GST) in additional consideration subject to several earn-out criteria.
On 12 February 2025, Mr. Justin Thomas stepped down from the Board.
On 24 February 2025, Non-Executive Chairman Shane wee has informed the Board of his intention to step down in the coming three months, as part of a planned leadership transition.
No other matter or circumstance has arisen since 31 December 2024 that has significantly affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years.
20
Adisyn Ltd Directors' declaration 31 December 2024
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In the Directors' opinion:
-
the attached financial statements and notes comply with the Corporations Act 2001, Australian Accounting Standard AASB 134 'Interim Financial Reporting', the Corporations Regulations 2001 and other mandatory professional reporting requirements;
-
the attached financial statements and notes give a true and fair view of the Group's financial position as at 31 December 2024 and of its performance for the financial half-year ended on that date; and
-
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
Signed in accordance with a resolution of Directors made pursuant to section 303(5)(a) of the Corporations Act 2001.
On behalf of the Directors
_________ Blake Burton Managing Director
26 February 2025
21
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INDEPENDENT AUDITOR’S REVIEW REPORT TO THE MEMBERS OF ADISYN LTD
Conclusion
We have reviewed the accompanying half-year financial report of Adisyn Ltd (“the Company”) and Controlled Entities (“the Consolidated Entity”) which comprises the condensed consolidated statement of financial position as at 31 December 2024, the condensed consolidated statement of profit or loss and other comprehensive income, condensed consolidated statement of changes in equity and condensed consolidated statement of cash flows for the half-year ended on that date, a summary of material accounting policies and other selected explanatory notes, and the directors’ declaration.
Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Adisyn Ltd and Controlled Entities does not comply with the Corporations Act 2001 including:
-
a. Giving a true and fair view of the Consolidated Entity’s financial position as at 31 December 2024 and of its performance for the half-year ended on that date; and
-
b. Complying with Accounting Standard AASB 134: Interim Financial Reporting and Corporations Regulations 2001 .
Basis for Conclusion
We conducted our review in accordance with ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity. Our responsibilities are further described in the Auditor’s Responsibilities for the Review of the Financial Report section of our report. We are independent of the Company in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants that are relevant to our audit of the annual financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001 which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s review report.
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Responsibility of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such control as the directors determine is necessary to enable the preparation of the half-year financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility for the Review of the Financial Report
Our responsibility is to express a conclusion on the half-year financial report based on our review. ASRE 2410 requires us to conclude whether we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including giving a true and fair view of the Consolidated Entity’s financial position as at 31 December 2024 and its performance for the halfyear ended on that date, and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .
A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
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HALL CHADWICK WA AUDIT PTY LTD
MARK DELAURENTIS CA Director
Dated this 26[th] day of February 2025 Perth, Western Australia