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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.
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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
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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.
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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
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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 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
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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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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