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ADISYN LTD Interim / Quarterly Report 2026

Feb 26, 2026

64342_rns_2026-02-26_71d5d4c4-7006-4744-912a-652560234ec3.pdf

Interim / Quarterly Report

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Adisyn Ltd Appendix 4D Half-year report

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Adisyn Ltd Appendix 4D Half-year report

1. Company details

Name of entity: Adisyn Ltd ABN: 30 155 473 304 Reporting period: For the half-year ended 31 December 2025 Previous period: For the half-year ended 31 December 2024

2. Results for announcement to the market

31 December
2025
$
31 December
2024^
$
Change
$
Change
%
Total revenue from ordinary activities
Loss from ordinary activities after tax attributable to the Owners of
Adisyn Ltd
Loss for the half-year attributable to the Owners of Adisyn Ltd
103,754
(4,564,254)
(4,564,254)
4,277

(2,665,538)

(2,665,538)
99,477
(1,898,716)
(1,898,716)
2,326%
71%
71%

^ The prior balance has been restated, as revenue and expenses from Adisyn Services are excluded due to its classification as a discontinued operation and being held for sale. Further details can be found in Note 5.

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 $4,564,254 (31 December 2024: loss of $2,665,538).

3. Net tangible assets

Reporting
period
Cents
Previous
period^
Cents
Net tangible assets per ordinary security 0.96 1.31

^Prior balance was restated due to non-current asset classified as held for sale and discontinued operation.

4. Foreign entities

The Group includes operations in Israel and United Kingdom. This entity prepares financial statements in accordance with International Financial Reporting Standard as issued by the International Accounting Standard Board. No material difference exists between these standards and Australian Accounting Standards.

5. Audit qualification or review

This Appendix 4D is based on the attached half-year financial report which has been reviewed by the Group's auditor, Hall Chadwick Perth. A copy of the auditor's review report can be found on page 6.

Adisyn Ltd Appendix 4D Half-year report

6. Signed

Signed _________ Blake Burton Executive Director

Date: 27 February 2026

Adisyn Ltd

ABN 30 155 473 304

Interim Financial Report - 31 December 2025

Adisyn Ltd Directors' report 31 December 2025

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 2025.

In order to comply with the provisions of the Corporation Act 2001 , the directors report as follows:

Directors

The following persons were Directors of Adisyn Ltd during the whole of the financial half-year and up to the date of this report, unless otherwise stated:

Kevin Crofton Non-Executive Chairman Ayre Kohavi Non-Executive Director to Managing Director effective from 4 February 2026 Blake Burton Managing Director to Executive Director effective from 4 February 2026 Dominic O'Hanlon Non-Executive Director

Principal activities

The Group has identified significant opportunities within the global semiconductor industry and is specialising in the development of graphene-based interconnects, the conductive pathways which connect different components or regions within an integrated circuit.

The Group’s graphene technology is focused on advancing a patented low-temperature Atomic Layer Deposition (ALD) process to enable direct graphene growth on semiconductor wafers. This technology is anticipated to address the performance limits of copper interconnects and deliver faster, more energy-efficient computer processing. The Company’s broader technology platform is supported by Adisyn Services which provides managed IT solutions, including cloud, cybersecurity and artificial intelligence, primarily to Australian SMEs.

Review of operations

For the 6 months to 31 December 2025, the loss for the Group after providing for income tax amounted to $4,564,254 (31 December 2024: $2,665,538). Total revenue recognised during the half-year including interest income was $103,754 (31 December 2024: $4,277). The result reflects the Company’s decision to report the Adisyn Services business unit as held for sale as at 31 December 2025, following the completion of the strategic review undertaken by the Company during the half year (ASX: 23 December 2025).

It has been a momentous half-year period for the Group with Adisyn commissioning an advanced ALD system and surpassing a number of significant technical milestones to develop graphene-based interconnects.

In July, Adisyn announced the successful installation, commissioning and calibration of its newly acquired Beneq TFS 200 Atomic Layer Deposition (ALD) system, completed by wholly owned subsidiary, 2D Generation (2DG).

ALD machines are widely used in the semiconductor industry to deposit extremely thin layers (down to an atom thickness) of material on to chips. ALD systems are found in most advanced semiconductor fabs around the globe and 2DG specifically selected a model customised by Beneq.

2DG’s system operates in tandem with the Beneq TFS 200 system located at Tel Aviv University’s Jan Koum Center for Nanoscience and Nanotechnology. Together, the dual-system configuration allows 2DG to run concurrent testing and accelerate the validation of graphene films across various substrates, layer structures and operating conditions.

In August, the Company announced the beginning of a major phase of technical activity focused on optimising its patented lowtemperature graphene technology for the newly acquired ALD System.

The goal is to confirm the practical feasibility of Adisyn’s proprietary low-temperature graphene growth process under semiconductorrelevant conditions.

1

Adisyn Ltd Directors' report 31 December 2025

The first phase of activity is focused on precursor development and involves several interdependent steps designed to establish the graphene growth sequence. These include:

  • Plasma Pre-Clean : This crucial initial step removes contamination from the surface enabling a clean substrate for the subsequent

  • growth of ultra-thin atomic level films.

  • Deposition Sequence : The graphene growth process begins by mixing gases with selected organic precursors to co-react and form

  • graphene films.

  • Post-Anneal : After deposition, annealing is used to enhance the crystalline quality and electrical properties of the graphene.

  • Characterisation and Feedback : Resulting films are evaluated through rigorous testing, feeding into a continuous test-refine cycle

  • to optimise growth parameters.

This cycle will be repeated numerous times to assess at least three identified precursor candidates, with the aim of determining optimal growth conditions and validating repeatability.

In November, Adisyn announced 2DG had successfully achieved the initial phase of developing a wafer (or coupon level) surface preclean step, one of several sub-processes within the overall pre-clean stage within its proprietary low-temperature graphene deposition process.

The achievement represents an important technical milestone, confirming that the Company’s process architecture is operating as expected and providing confidence to proceed into the next major development phase.

Additional sub-steps within the pre-clean stage are being refined in parallel as Adisyn continues to improve the metal surface compatibility with graphene deposition.

Post-period end, Adisyn continued to report progress, successfully meeting Class A Performance Right Milestone under the Share Sale and Purchase Agreement (“SPA”) relating to its acquisition of 2DG.

Milestone 1 relates to the demonstration of low-temperature deposition of an sp²-based carbon layer onto a metallic substrate, using an ALD system.

Adisyn required demonstration of:

  • deposition of an sp²-based carbon layer on copper substrates

  • deposition achieved at temperatures below 300°C

  • confirmation of material structure through Raman spectroscopy, including identification of characteristic G and D bands consistent with sp² carbon bonding

As defined under the SPA, the achievement of each milestone is subject to independent verification by a qualified professor from a recognised technical university in Australia or Israel, appointed by the Adisyn Board.

The Company confirmed that Professor Yoram Selzer, from the Faculty of Exact Sciences at Tel Aviv University, completed an independent technical review and assessment of the results and formally confirmed in writing that Milestone 1 has been achieved.

With low-temperature deposition achieved and independently validated, Adisyn has progressed to the next phase of its graphene deposition development program.

Over the coming months, the Company and its research team intend to:

  • expand graphene deposition trials using multiple carbon-ring-based precursor compounds

  • continue refinement of remaining sub-processes within the pre-clean stage

  • optimise deposition parameters, including plasma power, gas flow rates, pressure and temperature

  • characterise deposited films to assess structure, crystalline quality and electrical properties

  • iterate results toward a repeatable and scalable graphene growth process

2

Adisyn Ltd Directors' report 31 December 2025

In parallel, Adisyn will continue to work with its international research collaborators, including Tel Aviv University and other semiconductor research partners, as it progresses toward broader coupon-level testing and, subject to results, wafer-level evaluation.

In addition to advancement of the Company’s semiconductor technology, during the period Adisyn continued to operate its Adisyn Services business which offers higher-value managed IT and cyber security services, focused on the Australian SME defence businesses.

In October, Adisyn announced the commencement of a strategic review to unlock value and ensure appropriate resourcing requirements, management focus, and capital application amongst the Company’s asset portfolio.

The results of the review were announced in December, with the Company advising it had identified significant opportunities to improve scale and unlock potential via greater allocation of capital to its semiconductor business.

The Company has decided to assess alternative options for unlocking shareholder value from the Adisyn Services business. These options being considered may include a transaction or change of control event with partners for the Adisyn Services business, or a sale of the Adisyn Services business unit.

Post-period end, the Company announced the appointment of Adisyn Non-Executive Director and 2D Generation’s Chief Executive Officer, Arye Kohavi, to the role of Managing Director, effective from 4[th] February 2026.

The appointment aligns with the findings of the strategic review, which highlighted Adisyn’s evolution toward being primarily a semiconductor technology business following the successful acquisition of semiconductor IP business 2D Generation on 9 January 2025.

Blake Burton transitioned from Managing Director to Executive Director and will continue to play an active role supporting strategy execution, corporate development and stakeholder engagement as Adisyn advances its semiconductor growth agenda.

The Board believes this leadership transition positions Adisyn strongly to capitalise on its expanding semiconductor IP portfolio and to deliver long-term shareholder value.

Outlook

The semiconductor industry represents a key target market for the future of the Group and is driven by a number of positive fundamentals (refer to references in ASX Announcement dated: 15 July 2024). According to the 2024 PwC “Sizing the Prize” report, AI could contribute up to $15.7 trillion to the global economy 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 subsidiary 2DG will continue to focus on it’s graphene deposition development program as it progresses towards broader coupon-level testing and, subject to results, wafer-level evaluation.

Significant changes in the state of affairs

Management has decided to assess alternative options for unlocking shareholder value from the Adisyn Services business. These options being considered may include a transaction or change of control event with partners for the Adisyn Services business, or a sale of the Adisyn Services business unit. Refer to review of operations for all signification changes in the state of affairs.

There were no other significant changes in the state of affairs of the Group during the financial half-year.

Related party transactions

On-market purchase ordinary shares

On 29 July 2025, Mr O'Hanlon acquired 500,000 AI1 fully paid ordinary shares at $0.0764 on market.

Exercise and lapse of performance rights

On 7 October 2025, Mr Burton, converted 1,500,000 existing performance rights into ordinary fully paid shares, the term of the rights vested and were previously approved at the 2023 Annual General Meeting.

3

Adisyn Ltd Directors' report 31 December 2025

Number of Description rights converted Issue Date Consideration Fair Value per share Performance rights 1,500,000 07/10/2025 Nil (part of remuneration) $0.058 (Closing price on 6 Oct 2025)

An additional 3,500,000 performance rights granted to Mr. Burton, lapsed due to non-achievement of the specified milestone.

Equity Instruments issued to Directors

During the period, the Company issued performance rights following approval at the Annual General Meeting held on 26 November 2025 in accordance with ASX Listing Rule 10.11, the securities were issued on 23 December 2025 .

Details of the securities issued are as follows:

Performance
Recipient rights Numbers issued Grant Date Vesting conditions
Ayre Kohavi
Ayre Kohavi
Ayre Kohavi
Kevin Crofton
Kevin Crofton
Kevin Crofton
Class A
Class B
Class C
4,200,000
6,300,000
1,050,000
26/11/2025
26/11/2025
26/11/2025
Expiry Date 9 Jan 2026. Vesting conditions refer below table.
Expiry Date 9 July 2026. Vesting conditions refer below table.
ExpiryDate 9 Jan 2028. Vestingconditions refer below table.
Class A
Class B
Class C
1,800,000
2,700,000
4,500,000
26/11/2025
26/11/2025
26/11/2025
Expiry Date 9 Jan 2026. Vesting conditions refer below table.
Expiry Date 9 July 2026. Vesting conditions refer below table.
ExpiryDate 9 Jan 2028. Vestingconditions refer below table.
Below the vesting conditions of the performance rights approved by Shareholders on 26 November 2025. Below the vesting conditions of the performance rights approved by Shareholders on 26 November 2025.
Class Vesting Condition
Class A Class A Performance Rights convert into Shares (1:1 basis) 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 usingan Atomic Layer Deposition machine by9 January2026.
Class B Performance Rights convert into Shares (1:1 basis) 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
Ruthenium(Ru)coupons 1cm by1cm in size at below 300 degrees Celsius by9 July2026.
Class C Performance Rights convert into Shares (1:1 basis) 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 accountingstandards as received and confirmed byAI1’s auditor)by9 January2028.
Class B
Class C

Further, at the Annual General Meeting held on 26 November 2025 Approval was received for Mr Burton to participate in the Company Employee Incentive Scheme in accordance with ASX Listing Rule 10.14.

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 the 6 January 2026 10,000,000 Performance Rights (Class A to C) were issued under the Employee Share Incentive Plan.

As detailed in the Review of Operations, the Company reported successfully meeting Class A Performance Right Milestone and on the 8 January 2026 the Company issued 108,500,000 fully paid ordinary shares on the conversion of the Class A Performance Rights.

On the 4 February it was announced that Mr Kohavi transitioned to Managing Director and Mr Burton transitioned to Executive Director.

No other matter or circumstance has arisen since 31 December 2025 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.

4

Adisyn Ltd Directors' report 31 December 2025

Rounding off of amounts

The Company is of a kind referred to in the Corporations Instrument 2016/191, issued by the Australian Securities and Investments Commission, in relation to 'rounding off'. Amounts in this report have been rounded off in accordance with that Corporations Instrument to the nearest dollar.

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 Executive Director

27 February 2026

5

==> picture [593 x 63] intentionally omitted <==

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 period ended 31 December 2025, 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

HALL CHADWICK WA AUDIT PTY LTD

MARK DELAURENTIS CA Director

Dated this 27[th] day of February 2026 Perth, Western Australia

==> picture [591 x 69] intentionally omitted <==

Adisyn Ltd Contents 31 December 2025

Condensed consolidated statement of profit or loss and other comprehensive income 8 Condensed consolidated statement of financial position 10 Condensed consolidated statement of changes in equity 11 Condensed consolidated statement of cash flows 12 Notes to the condensed consolidated financial statements 13 Directors' declaration 25 Independent auditor's review report to the members of Adisyn Ltd 26

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 is 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 27 February 2026. The Directors do not have the power to amend and reissue the financial statements.

7

Adisyn Ltd

Condensed consolidated statement of profit or loss and other comprehensive income For the half-year ended 31 December 2025

Note 31 December 2025 31 December 2024^
$ $
Revenue
Other income
Expenses
Marketing and investor relation expenses
Research and development 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
5
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
103,754
(150,183)
(998,693)
(495,438)
(1,856,533)
(758,537)
(13,690)

4,277

(51,045)

-

(596,642)

(224,697)

(709,390)
(72,816)
(4,169,320)
-

(1,650,313)

-
(4,169,320)
(394,934)

(1,650,313)
(1,015,225)
(4,564,254)
2,729,983
(2,665,538)

(668)
2,729,983
(668)
(1,834,271) (2,666,206)
(1,439,337)
(394,934)

(1,650,981)
(1,015,225)
(1,834,271) (2,666,206)

^Prior balance was restated due to 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

8

Adisyn Ltd Condensed consolidated statement of profit or loss and other comprehensive income For the half-year ended 31 December 2025

Note 31 December 2025 31 December 2024^
$ $
Cents Cents^
Earnings per share for loss from continuing operations attributable to the
Owners of Adisyn Ltd
Basic earnings per share (0.58) (0.67)
Diluted earnings per share (0.58) (0.67)
Earnings per share for loss from discontinued operations attributable to the
Owners of Adisyn Ltd
Basic earnings per share (0.05) (0.41)
Diluted earnings per share (0.05) (0.41)
Earnings per share for loss attributable to the Owners of Adisyn Ltd
Basic earnings per share (0.63) (1.08)
Diluted earnings per share (0.63) (1.08)

The above condensed consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes

9

Adisyn Ltd Condensed consolidated statement of financial position As at 31 December 2025

Note 31 December 2025 30 June 2025^
$ $
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Other assets
Assets of disposal groups classified as held for sale
6
Total current assets
Non-current assets
Right-of-use assets
Plant and equipment
7
Intangibles
8
Other assets
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Lease liabilities
Employee benefits
Liabilities directly associated with assets classified as held for sale
9
Total current liabilities
Non-current liabilities
Lease liabilities
Employee benefits
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
10
Reserves
11
Accumulated losses
Total equity
4,733,645
-
46,571

6,765,340

14,886

98,543
4,780,216
1,076,497

6,878,769

1,398,447
5,856,713 8,277,216
614,768
2,249,262
38,710,879
8,180

212,667

2,341,030

36,119,008

8,180
41,583,089 38,680,885
47,439,802 46,958,101
423,723
78,870
65,599

293,893

148,862

132,897
568,192
653,954

575,652

609,454
1,222,146 1,185,106
541,935
16,049

66,922

68,663
557,984 135,585
1,780,130 1,320,691
45,659,672 45,637,410
46,748,410
25,046,635
(26,135,373)

46,730,520

20,478,009
(21,571,119)
45,659,672 45,637,410

^Prior balance was restated due to non-current asset classified as held for sale and discontinued operation.

The above condensed consolidated statement of financial position should be read in conjunction with the accompanying notes

10

Adisyn Ltd

Condensed consolidated statement of changes in equity For the half-year ended 31 December 2025

Share-based
Issued payment Translation Accumulated
capital reserve reserve losses Total equity
$ $ $ $ $
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
Share-based payments(note 13)
Issue of shares to director(note 10)
Exercise of options(note 10)
Loss on extinguishing liability
Balance at 31 December 2024
11,324,454
-

-
2,729,414
-
-
(11,230)
-
(668)
(11,969,166)
(2,665,538)
-
2,073,472
(2,665,538)
(668)
-
4,230,936
126,148
267,146
30,000
21,000
-
-
98,550
-
-
-
(668)
-
-
-
-
-
(2,665,538)
-
-
-
-
-
(2,666,206)
4,230,936
224,698
267,146
30,000
21,000
15,999,684 2,827,964 (11,898) (14,634,704) 4,181,046
Share-based
Issued payment Translation Accumulated
capital reserve reserve losses Total equity
$ $ $ $ $
Balance at 1 July 2025^
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:
Cancellation of performance rights due to
forfeiture
Conversion of performance rights (Director)
Issue of performance rights (Director)
Remeasurement of contingent consideration - 2DG
acquisition
Balance at 31 December 2025
46,730,520
-

-
20,358,124
-
-
119,885
-
2,729,983
(21,571,119)
(4,564,254)
-
45,637,410
(4,564,254)
2,729,983
-
-
17,890

-
-
(76,106)
(17,890)
392,639
1,540,000
2,729,983
-
-
-
-
(4,564,254)
-
-
-
-
(1,834,271)
(76,106)
-
392,639
1,540,000
46,748,410 22,196,767 2,849,868 (26,135,373) 45,659,672

^Prior balance was restated due to non-current asset classified as held for sale and discontinued operation.

The above condensed consolidated statement of changes in equity should be read in conjunction with the accompanying notes

11

Adisyn Ltd

Condensed consolidated statement of cash flows For the half-year ended 31 December 2025

Note 31 December 2025 31 December 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 used in operating activities
Cash flows from investing activities
Payments for loan to 2DG
Payments for plant and equipment
7
Proceeds from disposal of business
Proceeds from disposal of plant and equipment
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares
10
Share issue transaction costs
Repayment of borrowings
Payment of lease principal
Net cash from financing activities
Net increase 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
*Cash and cash equivalents – continuing operations
**Cash and cash equivalents – discontinued operations
50,352
(2,065,108)
103,754
(13,690)

1,990,202

(3,440,274)

4,317
(65,068)
(1,924,692) (1,510,823)
-
(39,730)
-
-

(692,514)

(15,929)

100,000

77,532
(39,730) (530,911)
-
-
-
(54,639)

4,548,000

(287,064)

(500,841)
(262,548)
(54,639) 3,497,547
(2,019,061)
6,959,562

1,455,813

299,142
4,940,501
1,754,955
4,733,645
206,856
1,403,547
351,408

The above condensed consolidated statement of cash flows should be read in conjunction with the accompanying notes

12

Adisyn Ltd Notes to the condensed consolidated financial statements 31 December 2025

Note 1. General Information

Statement of Compliance

The half-year financial statements are general purpose financial statements prepared in accordance with Australian Accounting Standard AASB 134 ' Interim Financial Reporting ' and the Corporations Act 2001 . Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 ' Interim Financial Reporting '. The half-year 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 2025 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 .

Basis of preparation

The condensed consolidated financial statements have been prepared on the basis of historical cost, except for the revaluation of certain non-current assets and financial instruments. Cost is based on the fair values of the consideration given in exchange for assets. All amounts are presented in Australian dollars, unless otherwise noted.

The accounting policies and methods computation adopted in the preparation of the half-year financial statements are consistent those adopted and disclosed in the Company's annual financial report for the financial year 30 June 2025 except as discussed in note 3 Adoption of new and revised Australian Accounting Standards . The accounting policies are consistent with Australian Accounting Standards and with IFRS.

Going concern

The consolidated 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 consolidated financial statements, the Group incurred a loss of $4,564,254 (31 December 2024: $2,665,538) and had net cash outflows from operating of $1,864,816 (31 December 2024 : $1,510,823) and investing activities outflows of $39,730 (31 December 2024 : $530,911) respectively for the half-year ended 31 December 2025. As at that date, the Group had net assets of $45,659,672 (30 June 2025: $45,637,410).

The Group has the ability to reduce forecast expenditure if required and it is anticipated that additional capital can be raised in the future if required. The financial report has been prepared on a going concern basis which assumes that the Company will continue to pay its debts as and when they fall due. The validity of this assumption depends on:

  • The Group’s ability to raise additional capital as required; and

  • The Group’s capacity to generate cash flows from the successful execution of its operations; and

  • The Group’s completion of the divestment of the Adisyn Services business which provides inflow of cash.

The directors have assessed the Company’s ability to continue as a going concern and are satisfied that the Company will be able to meet its obligations as they fall due for at least 12 months from the date of this report. This assessment is based on the company’s strong liquidity position, and ability to raise capital and reduce operating expenditure as required. Accordingly, no adjustments have been made to the carrying amounts of assets and liabilities in these financial statements

Rounding off amounts

The Company is of a kind referred to in ASIC Corporations (Rounding in Financials/Directors' Reports) Instrument 2016/191 and in accordance with that Corporations Instrument amounts in the half-year financial reports are rounded off to the nearest dollar, unless otherwise indicated.

13

Adisyn Ltd Notes to the condensed consolidated financial statements 31 December 2025

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 2025 unless otherwise mentioned.

Share-based payment transactions

Note 13 - The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using either the Monte-Carlo or Black-Scholes model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity.

Acquisition of 2D Generation

As discussed in Note 1 in 30 June 2025 annual report, business combinations were initially accounted for on a provisional basis. The fair value of assets acquired, liabilities and contingent liabilities assumed are initially estimated by the Group taking into consideration all available information at the reporting date. Fair value adjustments on the finalisation of the business combination accounting is retrospective, where applicable, to the period the combination occurred and may have an impact on the assets and liabilities, depreciation and amortisation reported.

As at 31 December 2025, the Group has finalised the business combination and the key estimates and judgements were disclosed in Note 12 .

Note 3. Adoption of new and revised Australian Accounting Standards

The Group has adopted all the new and revised Standards and Interpretations issued by the Australian Accounting Standard Board (AASB) that are relevant to its operations and effective for an accounting period that begins on or after 1 July 2025.

New Pronouncement Effective Date Application

AASB 2023-5 Amendments to Australian Annual periods Requires entities to assess whether a currency lacks exchangeability Accounting Standards – Lack of Exchangeability beginning on for foreign currency transactions and translations. or after 1 January 2025 New guidance on determining exchangeability and measurement when official rates are not available. Additional disclosures about restrictions and assumptions used.

New and revised Australian Accounting Standards and Interpretations on issue but yet effective.

New Pronouncement Effective Date Application
AASB 18_Presentation and Disclosure in_
Financial Statements

1 January 2027
The presentation of newly defined subtotals in the statement of
profit or loss.
The disclosure of management defined performance measures
(MPM).
Enhanced requirements for grouping information (i.e., aggregation
and disaggregation).

14

Adisyn Ltd Notes to the condensed consolidated financial statements 31 December 2025

Note 4. Operating segments

Segment information has been prepared in conformity with the accounting policies adopted for preparing and presenting the financial statements of the consolidated Group. Following the decision of the Company’s strategic review the Board have determined to divest the Adisyn Services business. The Group will have one primary business segment, which is the development of a patented low-temperature Atomic Layer Deposition (ALD) process to enable direct graphene growth on semiconductor wafers. This technology is anticipated to address the performance limits of copper interconnects and deliver faster, more energy-efficient computer processing.

An operating segment is a component of an entity that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity), whose operating results are regularly reviewed by the chief operating decision makers - being the executive management team to make decisions about resources to be allocated to the segment and assess its performance and for which discrete financial information is available. This includes start-up operations which are yet to earn revenues.

Management will also consider other factors in determining operating segments such as the existence of a line manager and the level of segment information presented to the board of directors. Operating segments have been identified based on the information provided to the chief operating decision makers.

Note 5. Discontinued operations

The Group has determined to place the Adisyn Services business unit as held for sale as at the reporting date and include all associated revenue and expenses relating to the business unit as discontinued operations.

Financial performance information

31 December 31 December
2025 2024
$ $
Discontinued managed service and cloud services
Discontinued modular hosting revenue
Discontinued modular sales revenue
Discontinued other income
Total revenue
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
Income tax expense
Loss on disposal after income tax expense
Loss after income tax expense from discontinued operations
1,901,107
-
-
228

1,573,850

359,033

20,730

93,964
1,901,335 2,047,577
(889,062)
(208,862)
(743,571)
(454,774)
(1,124,181)
(746,071)
(1,147,080)
(45,470)
(2,187,842) (3,062,802)
(394,934)
-
(1,015,225)

-
(394,934) (1,015,225)
-
-
(394,934) -
(394,934) (1,015,225)

15

Adisyn Ltd Notes to the condensed consolidated financial statements 31 December 2025

Note 6. Assets of disposal groups classified as held for sale

31 December 2025 30 June 2025
$ $
Current assets
Cash and cash equivalent
Trade and other receivables
Inventories
Rights of use assets
Intangible assets
Other current assets
Plant and equipment
206,856
239,369
33,724
37,570
342,732
49,580
166,666

194,222

328,146

4,513
61,500

493,684

31,532
284,850
1,076,497
1,398,447

Management has initiated a review of strategic alternatives to maximize shareholder value from the Adisyn Services business. Potential options under consideration include a partnership transaction, a change of control event, or the outright sale of the Adisyn Services business unit. The sale of this business unit is considered highly probable.

The disposal group has been measured at the lower of it carrying amount and fair value less costs to sell. Based on management’s assessment of expected sale proceeds and related disposal costs, no impairment loss has been recognised.

Note 7. Plant and equipment

31 December 2025 30 June 2025
$ $
Non-current assets
Plant and equipment - at cost
Less: Accumulated depreciation
3,130,189
(880,927)

2,972,862
(631,832)
2,249,262 2,341,030

Reconciliations

Reconciliations of the written down values at the beginning and end of the current financial half-year are set out below:

Plant and
equipment
$
Total
$
Balance at 1 July 2025
Additions
Depreciation expense
FX adjustment on opening balance
FX adjustment on depreciation expense
Balance at 31 December 2025
2,341,030
39,730
(222,794)
95,219
(3,923)
2,341,030
39,730

(222,794)
95,219
(3,923)
2,249,262 2,249,262

16

Adisyn Ltd Notes to the condensed consolidated financial statements 31 December 2025

Note 8. Intangibles

31 December 2025 30 June 2025
$ $
Non-current assets
Goodwill - at cost
Less: Impairment
Fair value adjustment on the acquisition of 2DG
Transfer to discontinued activities
Development - at cost
Less: Accumulated amortisation
Intellectual property - at cost
Less: Accumulated amortisation
Transfer to discontinued activities
Customer contracts - at cost
Less: Accumulated amortisation
Transfer to discontinued activities
36,562,642
(301,769)
2,600,006
(150,000)

36,110,873

-

-
-
38,710,879
36,110,873
335,929
(335,929)
335,929
(327,794)
-
8,135
104,451
(41,780)
(62,671)

-

-
-
- -
843,039
(562,026)
(281,013)

-

-
-
- -
38,710,879
36,119,008

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
$
Balance at 1 July 2025
Reclassification to discontinued activities
Foreign exchange movement
Amortisation expense
Balance at 31 December 2025
36,260,873
(150,000)
2,600,006
-
8,135
-
(8,135)
62,671
(62,671)
-
-
281,013
(281,013)
-
-
36,612,692
(493,684)
2,600,006
(8,135)
38,710,879 - - - 38,710,879

17

Adisyn Ltd Notes to the condensed consolidated financial statements 31 December 2025

Note 9. Liabilities directly associated with assets classified as held for sale

Current liabilities
Trade payables
Deferred revenue
Other payables
Accrued expenses
Lease liability
Provisions of leaves
31 December
2025
$
133,753
204,952
105,522
52,286
63,791
93,650
30 June 2025
$

124,882

259,189

113,771

47,118

64,494

-
653,954
609,454

Note 10. Issued capital

31 December 31 December
2025 30 June 2025 2025 30 June 2025
Shares Shares $ $
Ordinary shares - fully paid
Capital raising cost
725,625,596
-
724,125,596
-
51,114,938
(4,366,528)

51,097,048
(4,366,528)
725,625,596 724,125,596 46,748,410 46,730,520

18

Adisyn Ltd Notes to the condensed consolidated financial statements 31 December 2025

Note 10. Issued capital (continued)

Movements in ordinary share capital

Details
Date Shares Issueprice
$0.033
$0.033
$0.033
$0.033
$0.050
$0.016
$0.030
$0.023
$0.076
$0.077
$0.077
$0.050
$0.075
$0.095
$0.050
$0.095
$0.050
$
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
Issue of shares to 2DG Vendors
Issue of shares to facilitators
Issue of shares on conversion of options
Issue of shares on conversion of options
Issue of shares - placement
Issue of shares on conversion of options
Issue of Shares - Placement (Kevin Crofton)
Issue of shares on conversion of options
Share issue costs
Balance
Conversion of performance rights
Balance
1 July 2024
2 August 2024
23 October 2024
23 October 2024
23 October 2025
23 October 2024
7 November 2024
21 November 2024
20 December 2024
20 December 2024
20 December 2024
9 January 2025
9 January 2025
24 January 2025
24 January 2025
31 January 2025
17 February 2025
19 May 2025
29 May 2025
30 June 2025
7 October 2025
31 December 2025
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
300,000,000
10,000,000
300,000
75,000
104,463,157
200,000
800,000
1,000,000
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

23,100,000

770,000

15,000

5,625

9,924,000

10,000

76,000

50,000
(3,721,853)

724,125,596
1,500,000
46,730,520
17,890
725,625,596 46,748,410

Note 11. Reserves

31 December
2025 30 June 2025
$ $
Foreign currency reserve
Share-based payments reserve
2,849,868
22,196,767
119,885
20,358,124
25,046,635 20,478,009

19

Adisyn Ltd Notes to the condensed consolidated financial statements 31 December 2025

Note 12. Business combinations

On 9 January 2025, the Group completed the acquisition of 100% of 2D Generation Ltd.

The acquisition of 2DG permits Adisyn to focus on the immense opportunity to deliver advanced semiconductor component technology developed from graphene.

The values identified in relation to the acquisition of 2D Generation Ltd was provisionally accounted for as at 30 June 2025. As at 31 December 2025, the accounting for the acquisition remains provisional, and the fair values assigned to identifiable assets, liabilities, and associated tax balances have not yet been finalised.

A. Consideration transferred

In accordance with the terms of the acquisition agreement, the Group exchanged performance rights-settled share-based payment. The consideration payable to the vendor for the Acquisition is comprised of 3 tranches of performance rights and subject to terms and conditions set out below.

On 9 January 2025, the Group completed the acquisition of 100% of 2D Generation Ltd. The consideration for the acquisition comprised, 300,000,000 fully paid ordinary shares in Adisyn (Consideration Shares) and 300,000,000 performance rights (Performance Rights), convertible on a one-for-one basis into ordinary shares upon achievement of the following milestones:

  • Class A 100,000,000 Performance Rights converting upon independently verified demonstration (by a suitably qualified professor from a recognised technological university in Australia or Israel, as determined by the Group's 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 (ALD) machine, within 12 months of the acquisition date;

  • Class B 100,000,000 Performance Rights converting upon an independently verified demonstration (by a suitably qualified professor from a recognised technological university in Australia or Israel, as determined by the Group's board of directors) of the successful deposition of an organic substrate capping layer on Copper (Cu) or Ruthenium (Ru) coupons 1cm by 1cm in size at below 300 degrees Celsius, within 18 months of the acquisition date;

  • Class C 100,000,000 Performance Rights converting upon the signing of a binding agreement with a global semiconductor corporation and the Group receiving income of more than $AU1M (determined in accordance with applicable accounting standards as received and confirmed by the Group’s auditor), within 36 months of the acquisition date.

B. Acquisition-related costs

The Group incurred acquisition-related costs of $82,196 on legal fees and due diligence costs. These costs have been included in 'administrative expenses'

  • On 9 January 2025, 10,000,000 ordinary shares, issued to Sandton Capital as facilitation shares, with a fair value of $0.077 per share in connection with the completion of the acquisition of 2D Generation. Share-based payment expense of $770,000 was recognised in profit or loss.

20

Adisyn Ltd Notes to the condensed consolidated financial statements 31 December 2025

Note 12. Business combinations (continued)

C. identifiable assets required and liabilities

Details of the acquisition are as follows:

Cash and cash equivalents
Trade receivables
Prepayments
Plant and equipment
Trade payables
Other payables
Employee benefits
Loan
Net assets acquired
Goodwill arising on acquisition
Acquisition-date fair value of the total consideration transferred
Representing:
Adisyn Ltd shares issued to vendor
Contingent consideration - performance rights
Acquisition costs expensed to profit or loss
31 December 2025 30 June 2025
(Provisional) (Provisional)
Fair value Fair value
$ $
894,744
54,961
6,489
1,499,922
(53,649)
(43,245)
(49,813)
(1,460,282)
894,744
54,961
6,489
1,499,922

(53,649)

(43,245)

(49,813)
(1,460,282)
849,127
36,110,873
849,127
36,110,873
36,960,000 36,960,000
23,100,000
13,860,000
23,100,000
13,860,000
36,960,000 36,960,000
770,000 770,000

Measurement of fair values

The valuation techniques used for measuring the fair value of performance rights were as follows.

Class A
Performance Rights
Class B
Performance Rights
Class C
Performance Rights
Number of rights
Valuation date
Share price
Vesting probability*
100,000,000
9 January 2025
$0.077
80%
100,000,000
9 January 2025
$0.077
60%
100,000,000
9 January 2025
$0.077
40%
Fair value $6,160,000 $4,620,000 $3,080,000

*Management has assessed the best estimate of the probability of meeting the vesting conditions has applied a discount factor to the valuations model based on the probabilities of meeting the vesting conditions. During the half-year, Class A performance rights milestone achieved to 100%, the fair value of contingent consideration increased by $1,540,000 which has been recognised as sharebased payment expense in profit or loss.

D. Goodwill

Goodwill attributable mainly to the skills and technical talent of 2D Generation workforce and the synergies expected to be achieved from integrating the Company into the Group's existing business.

None of the goodwill arising on this acquisition is expected to be deductible for tax purposes.

21

Adisyn Ltd Notes to the condensed consolidated financial statements 31 December 2025

Note 12. Business combinations (continued)

Accounting estimates and judgements

As outlined in the Group’s Business Combination accounting policy in 30 June 2025 annual report, the identification of assets and liabilities and associated fair value measurement as part of acquisition accounting is subject to significant judgement and estimation. The following key estimates and judgements were required as part of the acquisition accounting for the business:

Note 13. Share-based payment arrangements

Total share-based expense recognised at 31 December 2025 $1,856,533 (31 December 2024: $224,697). This amount includes: -

ESIP issued to employees
Performance rights vested & granted
(a)
Consideration performance rights vested (20%)
(b)
Shares issued
31 December 2025
$
31 December 2024
$
-
316,533
1,540,000
-

33,647

136,050
-

55,000
1,856,533
224,697

Performance rights

(a)
Set out below are the performance rights granted during the financial half-year:
(a)
Set out below are the performance rights granted during the financial half-year:
(a)
Set out below are the performance rights granted during the financial half-year:
(a)
Set out below are the performance rights granted during the financial half-year:
(a)
Set out below are the performance rights granted during the financial half-year:
Performance
Recipient rights Numbers issued Grant Date Vesting conditions
Ayre Kohavi
Ayre Kohavi
Ayre Kohavi
Kevin Crofton
Kevin Crofton
Kevin Crofton
Class A
Class B
Class C
4,200,000
6,300,000
1,050,000
26/11/2025
26/11/2025
26/11/2025
Expiry Date 9 Jan 2026. Vesting conditions refer below table.
Expiry Date 9 July 2026. Vesting conditions refer below table.
ExpiryDate 9 Jan 2028. Vestingconditions refer below table.
Class A
Class B
Class C
1,800,000
2,700,000
4,500,000
26/11/2025
26/11/2025
26/11/2025
Expiry Date 9 Jan 2026. Vesting conditions refer below table.
Expiry Date 9 July 2026. Vesting conditions refer below table.
ExpiryDate 9 Jan 2028. Vestingconditions refer below table.
Class Vesting Condition
Class A Class A Performance Rights convert into Shares (1:1 basis) 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 usingan Atomic Layer Deposition machine by9 January2026.
Class B Performance Rights convert into Shares (1:1 basis) 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
Ruthenium(Ru)coupons 1cm by1cm in size at below 300 degrees Celsius by9 July2026
Class C Performance Rights convert into Shares (1:1 basis) 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 accountingstandards as received and confirmed byAI1’s auditor)by9 January2028
Class B
Class C

22

Adisyn Ltd Notes to the condensed consolidated financial statements 31 December 2025

Note 13. Share-based payment arrangements (continued)

The valuation model inputs used to determine the fair value at the grant date, are as follows:

Class A Performance Rights Class B Performance Rights Class C Performance Rights
Methodology Black Scholes Black Scholes Black Scholes
Grant date 26 November 2025 26 November 2025 26 November 2025
Expiry date 9 January 2026 9 July 2026 9 January 2028
Share price at grant date ($) 0.055 0.055 0.055
Exercise price ($) nil nil nil
Risk-free rate (%) 3.733 3.733 3.733
Volatility (%) 90 90 90
Dividend yield ($) nil nil nil
Number 6,000,000 9,000,000 15,000,000
Value per Performance Right ($) 0.055 0.055 0.055
Total fair value ($) $330,000 $495,000 $825,000

(b) The valuation techniques used for measuring the fair value of consideration performance rights were as follows.

Class A
Performance Rights
Number of rights
Valuation date
Share price
Vesting probability*
100,000,000
9 January 2025
$0.077
20%
Fair value $1,540,000

*During the half-year, management has assessed 100% probability of meeting the vesting conditions and as such the remaining 20% has been recognised as share-based payment expense.

Note 14. Related party transactions

The related party transactions remained consistent compared to previous year except the following:

Key management personnel

Disclosures relating to key management personnel are set out in note 13 for all the share-based payment arrangement.

On market purchase

On 29 July 2025, Mr O'Hanlon acquired 500,000 AI1 fully paid ordinary shares at $0.0764 on market.

Exercise of performance rights

On 7 October 2025, Mr Burton, converted 1,500,000 performance rights into ordinary fully paid shares, the term of the rights vested and were previously approved at the 2023 Annual General Meeting.

Number of
Description rights converted Issue Date Consideration Fair Valueper share
Performance rights
1,500,000 07/10/2025 Nil (part of remuneration) $0.058 (Closing price on 6 Oct 2025)

An additional 3,500,000 performance rights granted to Mr. Burton, lapsed due to non-achievement of the specified milestone.

Note 15. 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 2025.

23

Adisyn Ltd Notes to the condensed consolidated financial statements 31 December 2025

Note 16. Commitments

The Directors of the Company are not aware of any other commitments which require disclosure in the half-year ended 31 December 2025.

Note 17. Events after the reporting period

On the 6 January 2026 10,000,000 Performance Rights (Class A to C) were issued under the Employee Share Incentive Plan.

As detailed in the Review of Operations, the Company reported successfully meeting Class A Performance Right Milestone and on the 8 January 2026 the Company issued 108,500,000 fully paid ordinary shares on the conversion of the Class A Performance Rights.

On the 4 February it was announced that Mr Kohavi transitioned to Managing Director and Mr Burton transitioned to Executive Director.

No other matter or circumstance has arisen since 31 December 2025 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.

24

Adisyn Ltd Directors' declaration 31 December 2025

In the Directors’ opinion

  • (a) the attached consolidated financial statements and notes are in accordance with the Corporations Act 2001 , including

  • (i) giving a true and fair view of the Group's financial position as at 31 December 2025 and of its performance for the financial halfyear ended on that date; and

  • (ii) complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 ; and

  • (b) 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 Executive Director

27 February 2026

25

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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 2025, 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 2025 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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==> picture [594 x 62] intentionally omitted <==

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 2025 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.

HALL CHADWICK WA AUDIT PTY LTD

MARK DELAURENTIS CA Director

Dated 27[th] day of February 2026 Perth, Western Australia