BIOTRON LIMITED — Annual Report 2025

Aug 26, 2025

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Level 2, 66 Hunter Street Sydney NSW 2000 Tel: (61-2) 9300 3344 Fax: (61-2) 9221 6333 E-mail: pnightingale@biotron.com.au Website: www.biotron.com.au

27 August 2025

The Manager - Companies ASX Limited 20 Bridge Street SYDNEY NSW 2000

(49 pages by email)

Dear Madam,

YEAR END ACCOUNTS AND PRELIMINARY FINAL REPORT

I attach the Company's Year End Accounts and Appendix 4E Preliminary Final Report for the year ended 30 June 2025.

Full details of the Company's Operating and Financial Review are contained in the attached Annual Report which forms part of this Preliminary Final Report.

Yours sincerely

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Marcelo Mora

Company Secretary

pjn12701

Appendix 4E

Preliminary final report

Name of entity

BIOTRON LIMITED

ABN or equivalent company Financial year ended (‘current period’) reference 60 086 399 144 30 JUNE 2025

Results for announcement to the market

Results for announcement to the market	Results for announcement to the market	Results for announcement to the market	Results for announcement to the market
Revenues from ordinary activities Loss from ordinary activities after tax attributable to members Net loss for the period attributable to members	N/A Nil to Nil Down 90.73% to $318,572 Down 90.73% to $318,572
Dividends (distributions)		Amount per security	Franked amount per security
Final dividend Interim dividend		Nil Nil	Nil Nil
Previous corresponding period Final dividend Interim dividend		Nil Nil	Nil Nil
Record date for determining entitlements to the dividend. N/A Brief explanation of any of the figures reported above and short details of any bonus or cash issue or other item(s) of importance not previously released to the market: Refer attached Annual Report for the year ended 30 June 2025. Please refer to note 2(e) of the Financial Report regarding material uncertainty.
NTA backing		Current period	Previous corresponding period
Net tangible asset backing per ordinary security		0.04 cents	(0.03) cents

The attached Annual Report which forms part of this Appendix 4E has been audited.

BIOTRON LIMITED

A.B.N. 60 086 399 144

ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2025

BIOTRON LIMITED

CONTENTS

Operating and Financial Review	1
Corporate Governance Statement	5
Directors’ Report	6
Lead Auditor’s Independence Declaration	16
Statement of Profit or Loss and Other Comprehensive Income	17
Statement of Financial Position	18
Statement of Changes in Equity	19
Statement of Cash Flows	20
Notes to the Financial Statements	21
Consolidated Entity Disclosure Statement	36
Directors’ Declaration	37
Independent Auditor’s Report	38
Additional Stock Exchange Information	43
Corporate Directory	45

BIOTRON LIMITED

OPERATING AND FINANCIAL REVIEW

REVIEW OF OPERATIONS

Biotron Limited (Biotron or the Company) has achieved the following outcomes during the 2024/25 financial year:

• Appointed the USA-based C14 Consulting Group LLC (C14) to assist and guide the Company in fulfillment of strategic partnerships for its portfolio of antiviral programs including its lead asset BIT225.

• Continued testing of new compounds to identify candidate next-generation lead for the HIV-1 and COVID19 programs as well as a lead candidate for Hepatitis B virus (HBV).

• Extended its early stage Dengue virus program to determine in vitro activity of a subset of Biotron’s compounds against all four Dengue virus subtypes.

• Completed the first stage of an animal study of Biotron’s lead compound for Hepatitis B virus (HBV).

• Reported outcomes from the BIT225-012 Phase 2 COVID19 clinical trial.

• Received an R&D Tax Incentive rebate of $1,814,496 (inclusive of $868 of interest) for the 2023/24 financial year.

• Completed an Entitlement Issue which raised $1,274,589 (before costs).

Biotron’s core expertise lies in the design and development of drugs that target virus-encoded proteins known as viroporins. Viroporins, which are found in a broad range of viruses and play key roles in viral pathogenesis, are central to the way in which viruses modify and evade host immune responses and maintain ongoing cycles of infection.

Biotron has designed and developed a library of compounds that target viroporins in a broad range of different viruses. The approach opens up a new way to treat viral diseases with drugs that uniquely combine directacting antiviral and immunomodulatory activities across numerous viruses responsible for important human disease.

CLINICAL AND PRECLINICAL PROGRAMS

Biotron’s lead antiviral drug BIT225 has shown broad-spectrum activity against a number of serious viruses in an extensive range of non-clinical and clinical studies. This new class of novel small molecule drug has been successfully tested in 12 clinical trials in people infected with HIV-1, Hepatitis C virus (HCV) or SARS-CoV-2, or co-infected with HIV-1 and HCV, as well as in healthy volunteers.

The data from the human studies is supported by a portfolio of cell and animal-based studies which demonstrate the safety of BIT225 as well as its potential to uniquely combine direct-acting antiviral activity with modulation of the deleterious immune response that viruses cause during infections.

Its portfolio extends beyond BIT225 and includes next-generation compounds for its HIV-1 and SARS-CoV-2 programs, as well as compounds with activity across a broad range of viruses including Hepatitis B virus (HBV), influenza, Dengue virus and others. In addition to BIT225, Biotron has designed, synthesised and tested a library of over 500 small molecule compounds. While BIT225 is the only Biotron drug to have been tested to date in humans, the data generated supports the development of next generation drugs within the library for the current indications, as well as a source of drugs for other viruses such as Hepatitis B virus (HBV) and Dengue virus.

In September 2024 the Company reported outcomes from the completed Phase 2 COVID19 clinical trial (BIT225-012) with BIT225. The 012 trial was a small, exploratory study, designed during the days of the COVID19 pandemic when there were few available treatment options. By the time the study was underway, vaccination was widespread, and newly approved drugs were available to treat people at high risk of progression to severe COVID.

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BIOTRON LIMITED

OPERATING AND FINANCIAL REVIEW

While the trial importantly met the primary safety and tolerability end point, it did not meet the primary efficacy end point in this population as assessed by the change in SARS-CoV-2 nasal viral load.

A subsequent post hoc, exploratory evaluation of the dataset indicated a potential benefit of BIT225 in people who had higher viral loads at commencement of treatment. This information may assist in the design of any further trials for this indication with this new class of drug.

The preclinical data of BIT225 in a mouse COVID19 model that supported the BIT225-012 clinical study remain some of the best in the field, and overall, the portfolio of data generated with BIT225 against SARS-CoV-2 support the ongoing development of this broad-spectrum drug.

During the year in review the Company has continued to characterise the antiviral activity of its anti-HBV compounds. HBV is an important early-stage program for Biotron. Like HIV-1, HBV can be treated with drugs that stop the virus replicating, but these do not eradicate the virus.

Chronic infection with HBV can lead to complications such as cirrhosis and liver cancer which cause close to one million deaths worldwide each year. Over 2 billion people worldwide have been infected with HBV. The World Health Organisation estimates that over 250 million are chronically infected.

Several Biotron compounds have demonstrated significant anti-viral activity against HBV in pre-clinical studies in cell cultures, reducing levels of cccDNA (covalently closed circular DNA), as well as other key viral markers.

In June 2025 the Company announced the completion of the first stage of an animal study of Biotron’s lead HBV compound (which is the same class but a different structure to BIT225). The aim of the study is the assessment of the antiviral activity of Biotron’s HBV drug in two mouse HBV models that are commonly used to study liver diseases and infection. If positive, the results will confirm and extend the results generated to date against this virus.

The first stage of the animal study was a safety study, set up to determine the correct dosage of the drug for use in the second stage in which the mice will be challenged with HBV. All mice remained healthy throughout the study, and no gross organ toxicity was observed on autopsy, confirming the safety of the drug in the mice at the dosing levels tested.

Biotron’s HBV drug has now progressed to the second stage of the study, where it is being tested for its ability to protect and treat HBV infection in the two HBV mouse models. The progression of one of several Biotron compounds with promising anti-HBV activity into an animal model of disease is an important step for this program.

In addition, during the year under review, several compounds were assessed for their ability to inhibit all four Dengue virus subtypes in cell-based assays. Current resources and activities are focused on the HBV program. The Dengue program will be progressed when funding permits.

COMMERCIALISATION

In late 2024 Biotron appointed the USA based C14 Consulting Group LLC (C14) to assist and guide the Company in fulfillment of strategic partnerships for its portfolio of antiviral programs including its lead clinical asset BIT225.

C14 is a highly regarded consultancy firm with a global capability. Led by Martina Molsbergen (Chief Executive Officer), C14 has an enviable track record of securing licence agreements, joint ventures and commercialisation of pharmaceutical patented assets with all levels of pharma from large scale to biotech companies that specialise in orphan and targeted applications. C14 has demonstrated that it has long standing relationships with a broad cross section of pharmaceutical companies and a detailed knowledge of the indications and market segments on which each of these companies are currently focusing.

Throughout the first half of 2025 C14 has been working with Biotron to refine its commercialisation strategy and provide business development support. The project and retainer fees, together with an outcome-based success component, aligns the interests of the parties in achieving one or more commercial outcomes.

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BIOTRON LIMITED

OPERATING AND FINANCIAL REVIEW

The space in which Biotron works is complex scientifically and medically. Biotron is at the cutting edge with this dual approach to treating viral infections. Drug development is slow and inherently risky.

We appreciate the ongoing support and patience of shareholders while we work to achieve a commercial outcome to benefit shareholders.

PATENTS

Biotron continues to progress patents related to its antiviral programs through the international patenting process. The Company recognises that the key to establishment of partnerships is the expansion and continued strengthening of Biotron’s intellectual property portfolio. Strong, defensible, international patents are essential to attract partners and to ensure a competitive advantage for the Company’s products in the marketplace.

TITLE	STATUS
WO06135978 Antiviral compounds and methods Priority – 24 June 2005	Granted in Austria, Australia, Belgium, Brazil, Canada, China, Denmark, Germany, Finland, France, Hong Kong, India, Ireland, Italy, Japan, Korea, Luxembourg, Monaco, The Netherlands, New Zealand, Poland, Portugal, Singapore, South Africa, Spain, Sweden, Switzerland, Turkey, United Kingdom and USA
WO2009/018609 Hepatitis C antiviral compounds and methods Priority – 3 August 2007	Granted in Australia, China, Japan.
WO/2018/145148 Methods of Treating Influenza Priority – 8 February 2017	Granted in Australia, Belgium, China, France, Germany, Hong Kong, Ireland, Italy, Japan, Korea, Mexico, The Netherlands, New Zealand, Russia, Singapore, South Africa, Spain, Switzerland, United Kingdom and USA Under examination in Canada, Guatemala and Thailand.
PCT/AU2020/051273 Methods of Treating HIV-1 Infection Priority – 26 November 2019	Granted in South Africa and Russia. Filed or under examination in Australia, Brazil, Canada, China, Europe, Hong Kong, Israel, Japan, Korea, Malaysia, Mexico, New Zealand, Singapore, Thailand and USA
WO2023092180 Methods of Treating SARS-CoV-2 Priority – 24 November 2021	Filed in Australia, Canada, China, Europe, Hong Kong, Japan, Korea, USA

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BIOTRON LIMITED

OPERATING AND FINANCIAL REVIEW

CORPORATE

In April 2025 Company announced the successful completion of an Entitlement Issue, raising $1,274,589 (before costs) through a renounceable rights issue. The Offer was partially underwritten by Mahe Capital Pty Limited for $750,000.

The net proceeds will enable the Company to continue commercialisation activities focused on achieving strategic partnership(s) for its portfolio of antiviral programs including its lead asset BIT225, expand its promising early-stage Hepatitis B virus program, and support ongoing administration and operational costs.

In October 2024, the Company received an R&D Tax Incentive rebate for $1,814,496 (inclusive of $868 of interest) for the financial year ended 30 June 2024.

In late 2024 Dr. Susan Pond and Professor Stephen Locarnini, Non-Executive Directors, retired as Directors of the Company.

Subsequent to the end of the year in review the Company appointed Mr Michael Medway as Non-Executive Director.

OUTLOOK

During the next financial year, the Company will be focused on:

• Commercialisation of the Company’s portfolio of antiviral programs and compounds. As noted above, the Company is currently working with the US-based C14 Consulting Group to facilitate commercialisation opportunities.

• Progressing promising early-stage programs including HBV and dengue, as funds permit.

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Michael J. Hoy Chairman

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Michelle Miller Managing Director

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BIOTRON LIMITED

CORPORATE GOVERNANCE STATEMENT

The Board is committed to maintaining the highest standards of Corporate Governance. Corporate Governance is about having a set of core values and behaviours that underpin the Company's activities and ensure transparency, fair dealing and protection of the interests of stakeholders. The Company has reviewed its corporate governance practices against the Corporate Governance Principles and Recommendations (4th edition) published by the ASX Corporate Governance Council.

The 2025 Corporate Governance Statement, dated as at and approved by the Board on 27 August 2025, reflects the corporate governance practices throughout the 2025 financial year. A description of the Company’s current corporate governance practices is set out in the Company’s corporate governance statement which can be viewed at http://www.biotron.com.au/corporate-governance.

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BIOTRON LIMITED

DIRECTORS’ REPORT

Directors

The names and particulars of the directors of the Company at any time during or since the end of the financial year are:

Mr Michael J. Hoy

Independent and Non-Executive Chairman

Mr Hoy has more than 30 years' corporate experience in Australia, the United Kingdom, USA and Asia. He is Chairman of Lipotek Pty Limited and a former director of John Fairfax Holdings Limited and FXF Trust.

Mr Hoy has been a director since 7 February 2000 and Chairman since 16 March 2000.

Dr Michelle Miller, BSc, MSc, PhD, GCertAppFin (Finsia) Managing Director

Dr Miller has worked for over 25 years in the bioscience industry, with extensive experience in commercial drug development. She completed her PhD in the Faculty of Medicine at Sydney University investigating molecular models of cancer development. Her experience includes several years at Johnson & Johnson developing anti-HIV gene therapeutics through preclinical research to clinical trials. She has finance industry experience from time spent as an Investment Manager with a specialist bioscience venture capital fund.

Dr Miller was appointed as Managing Director on 21 June 2002.

Mr Robert B. Thomas, BEc, MSDIA, SF Fin, FICD Independent and Non-Executive Director

Mr Thomas has over 35 years’ experience in the securities industry, with Potter Partners (now UBS), County NatWest and Citigroup.

He is the chairman of Starpharma Holdings Limited. He chairs Grahger Investments Pty Ltd and is a director of O’Connell Street Associates Pty Limited.

Mr Thomas has a Bachelor of Economics degree from Monash University (1963 - 1966). He has been a member of the Securities Institute of Australia since 1976 and was appointed as a Fellow to the Institute in 1997. He is a Master Stockbroker and is a Fellow of the Institute of Company Directors.

Mr Thomas was appointed as a director on 7 March 2012.

Mr Michael J. Medway, BBus, CA. Independent and Non-Executive Director

Michael has worked in the professional accounting industry for over 30 years. He has been a Chartered Accountant for over 30 years, and his background has seen him work across various firms in Sydney and Regional NSW, where he provided a range of professional accounting services to a variety of small to medium enterprises.

He is currently a Director of Maas Group Holdings Limited (ASX: MGH), which he was appointed to during its IPO process in 2020. He has also been a director to a variety of successful small to medium-sized enterprises utilising his knowledge and experience gained through his professional accounting background.

Michael holds a Bachelor of Business (Accountancy) from The University of Technology, Sydney and is a graduate of the Australian Institute of Company Directors.

Mr Medway was appointed as a director on 16 July 2025.

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BIOTRON LIMITED

DIRECTORS’ REPORT

Dr Susan M. Pond AM, MD DSc, FTSE FAHMS Independent and Non-Executive Director

Dr Pond has a strong scientific and commercial background having held executive positions in the biotechnology and pharmaceutical industry for 12 years, most recently as chairman and managing director of Johnson & Johnson Research Pty Limited (2003 - 2009). Previous non-executive positions include chair of AusBiotech Limited and director of Australian Nuclear Science and Technology Organisation, Wound Management Innovation CRC, Trusted Autonomous Systems for Defence CRC, and the Australian Academy of Technological Sciences and Engineering (ATSE). Dr Pond also served as a board member of Commercialisation Australia and Innovation Australia.

Dr Pond is currently non-executive director of Vectus Biosystems Ltd and the Australian Phenomics Network. She is a member of the Council of the Queensland University of Technology and a Fellow of the Australian Institute of Company Directors, the Academy of Technological Sciences & Engineering, the Academy of Health and Medical Sciences and the Royal Society of New South Wales.

Dr Pond holds a first-class honours degree in Bachelor of Medicine and Surgery from the University of Sydney and a Doctor of Medicine degree from the University of New South Wales. She obtained specialist clinical credentials in internal medicine, clinical pharmacology and clinical toxicology and held academic appointments at the University of California San Francisco and the University of Queensland before joining industry.

Dr Pond was appointed as a director on 7 March 2012 and retired on 28 November 2024

Prof Stephen Locarnini AM, BSc(Hons), PhD, MBBS, FRC(Path) Independent and Non-Executive Director

Professor Locarnini is a past director of the World Health Organisation (WHO) Regional Reference Laboratory for Hepatitis B and D for the Western Pacific Region (WPRO). His current major research interests include viral hepatitis, hepatitis vaccines and antiviral chemotherapy with an emphasis on the basic virology of the various agents of hepatitis, the molecular pathogenesis of hepatitis, as well as prevention and public health control measures.

Curative treatments for Hepatitis B infections with antiviral agents represent the current focus for Professor Locarnini who is also interested in intellectual property issues when applied to clinical and diagnostic virology. He is a named inventor on over 20 internationally granted patents.

He worked at the Victorian Infectious Diseases Reference Laboratory (VIDRL, originally Fairfield Hospital Virus Laboratory) from 1989, as Director of Laboratory Services from 1990 to 1998 and, in 1993, he oversaw the amalgamation of all the Fairfield Laboratories into the one service of the VIDRL. He subsequently assumed the position of Head, Research & Molecular Development of VIDRL when the laboratory relocated to Melbourne Health in 1998.

Professor Locarnini is the recipient of numerous awards including the European Association for the Study of Liver Disease (EASL) International Recognition Award in 2010, the Malaysian Liver Foundation’s Medal for work on Viral Hepatitis in 2003 and the Gastroenterological Society of Australia (GESA) Distinguished Research Prize in 2013. In 2019 he received the William H. Prusoff HEP DART Lifetime Achievement Award. He is author of 289 peer-reviewed articles, 24 invited editorials and 100 book chapters and reviews and every year delivers numerous invited, plenary, and named lectures at major international meetings and conferences.

Professor Locarnini currently has an academic appointment at the University of Melbourne.

He is a member of the Scientific Advisory Board of a number of emerging as well as established pharmaceutical and biotechnology companies. In 2017, he co-founded the biotech start-up company CLEAR-B with the Morningside-Newton Investment group in Boston, USA focusing on curative strategies for chronic Hepatitis B.

Professor Locarnini was appointed as a director on 23 October 2018 and retired on 28 November 2024

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BIOTRON LIMITED

DIRECTORS’ REPORT

Marcelo Mora Company Secretary

Marcelo Mora holds a Bachelor of Business degree from the University of Western Sydney and a Graduate Diploma of Applied Corporate Governance. Mr Mora has been an accountant for more than 30 years as well as a Chartered Secretary. He has experience in public-listed companies and non-listed companies within several industries, both in Australia and internationally, providing financial reporting and company secretarial services.

Marcelo was appointed Company Secretary on 2 May 2025.

Mr Peter J. Nightingale Company Secretary

Mr Nightingale graduated with a Bachelor of Economics degree from the University of Sydney and is a member of the Chartered Accountants Australia and New Zealand. He has worked as a chartered accountant in both Australia and the USA.

As a director or company secretary Mr Nightingale has, for more than 35 years, been responsible for the financial control, administration, secretarial and in-house legal functions of a number of private and public listed companies in Australia and the USA including Bolnisi Gold N.L. and Nickel Industries Limited.

Mr Nightingale is currently a director of ASX listed companies Prospech Limited and Fulcrum Lithium Ltd.

Mr Nightingale has been the Company Secretary since 23 February 1999 and retired on 2 May 2025.

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DIRECTORS’ REPORT

BIOTRON LIMITED

Directors’ Meetings

The number of directors’ meetings held, and number of meetings attended by each of the directors of the Company, while they were a director, during the year are:

Director	**Directors’ Meetings **	**Directors’ Meetings **
	No. of Eligible Meetings to Attend	No. of Meetings Attended
Michael J. Hoy	10	10
Michelle Miller	10	10
Robert B. Thomas	10	10
Michael J. Medway	-	-
Susan M. Pond	3	3
Stephen Locarnini	3	1

Remuneration Committee Meetings

The remuneration committee meets when required to review matters concerning the committee. During the year, no meetings were held.

Directors’ Interests

At the date of this report, the beneficial interests of each director of the Company in the issued share capital of the Company and options, each exercisable to acquire one fully paid ordinary share of the Company are:

Directors	Fully Paid Ordinary Shares
Michael J. Hoy	22,434,705
Michelle Miller	7,575,000
Robert B. Thomas	8,400,000
Michael J. Medway	18,999,671

During the financial year ended 30 June 2025 no options were granted to directors (2024: nil). The outstanding options granted by the Company under a rights issue in 2023 expired unexercised on 25 November 2024.

There were no options over unissued ordinary shares granted as compensation to directors or executives of the Company during or since the end of the financial year.

Unissued Shares Under Option

At the date of this report, there are no unissued ordinary shares of the Company under option.

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BIOTRON LIMITED

DIRECTORS’ REPORT

Principal Activities

The principal activities of the Company during the financial year were the funding and management of intermediate and applied biotechnology research and development projects.

Financial Result and Review of Operations

The operating loss of the Company for the financial year after income tax was $318,572 (2024 - $3,436,524 loss).

A review of the Company's operations for the year is set out in the Operating and Financial Review.

Impact of Legislation and Other External Requirements

There were no changes in environmental or other legislative requirements during the year that have significantly impacted the results or operations of the Company.

Dividends

The directors recommend that no dividend be paid by the Company. No dividend has been paid or declared since the end of the previous financial year.

State of Affairs

In the opinion of the directors, there were no significant changes in the state of affairs of the Company that occurred during the year ended 30 June 2025.

Environmental Regulations

The Company’s operations are not subject to significant environmental regulations under Commonwealth or State legislation in relation to its research projects.

Events Subsequent to Balance Date

Michael Medway was appointed as a director on 16 July 2025.

There have been no other matters arising in the interval between the end of the financial year and the date of this report any item, transaction, or event of a material and unusual nature likely, in the opinion of the directors of the Company, to affect significantly the operations of the Company, the results of those operations, or the state of affairs of the Company in future financial years.

Likely Developments

During the year ended 30 June 2025, the Company continued to fund and manage its research and development projects. The success of these research projects, which cannot be assessed on the same fundamentals as trading and manufacturing enterprises, will determine future likely developments.

Indemnification of Officers and Auditors

During or since the end of the financial year, the Company has not indemnified or made a relevant agreement to indemnify an officer or auditor of the Company against a liability incurred by such an officer or auditor. In addition, the Company has not paid or agreed to pay, a premium in respect of a contract insuring against a liability incurred by an officer or auditor.

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BIOTRON LIMITED

DIRECTORS’ REPORT

Remuneration Report - Audited

Principles of compensation - Audited

Key management personnel have authority and responsibility for planning, directing and controlling the activities of the Company. Key management personnel comprise the directors of the Company and the Company Secretary. No other employees have been deemed to be key management personnel.

The policy of remuneration of directors and senior executives is to ensure the remuneration package properly reflects the person's duties and responsibilities, and that remuneration is competitive in attracting, retaining and motivating people of the highest quality. The Board is responsible for reviewing its own performance. The non-executive directors are responsible for evaluating the performance of the executive directors who, in turn, evaluate the performance of all other senior executives. The evaluation process is intended to assess the Company's business performance, whether long term strategic objectives are being achieved and the achievement of individual performance objectives.

Remuneration generally comprises salary and superannuation. Longer term incentives are able to be provided through the Company's Incentive Option Plan at the discretion of the Directors, which acts to align the directors and senior executives' actions with the interests of the shareholders. The vesting conditions of options issued under the plan are based on a minimum service periods being achieved.

The Constitution and ASX Listing Rules specify that the aggregate remuneration of Non-Executive Directors shall be determined from time to time by a general meeting.

In the event that the employment or office of the option holder is terminated, any options which have not reached their vesting conditions will lapse and any options which have reached their vesting conditions may be exercised within two months of the date of termination of employment. Any options not exercised within this two month period will lapse. The remuneration disclosed below represents the cost to the Company for the services provided under these arrangements.

No directors or senior executives received performance related remuneration in the current year or prior year.

There were no remuneration consultants used by the Company during the year ended 30 June 2025 or in the prior year. Remuneration is determined based on prevailing market conditions.

Consequences of performance on shareholder wealth - Audited

In considering the Company’s performance and benefits for shareholders wealth, the Board have regard to the following indices in respect of the current financial year and the previous four financial years.

	2025	2024	2023	2022	2021
Net loss attributable to equity holders of the Company	$318,572	$3,436,524	$3,492,766	$2,781,083	$3,194,347
Dividends paid	-	-	-	-	-
Change in shareprice	(0.036)cents	0.012 cents	(0.035)cents	0.01 cents	(0.03)cents

The overall level of key management personnel’s compensation is assessed on the basis of market conditions, the status of the Company’s projects, and the strategic performance of the Company.

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BIOTRON LIMITED

DIRECTORS’ REPORT

Remuneration Report - Audited (continued)

Details of remuneration for the year ended 30 June 2025 - Audited

Details of director and senior executive remuneration and the nature and amount of each major element of the remuneration of each director of the Company, and other key management personnel of the Company are set out below:

	Year	Primary Fees $	Superannuation $	Long term benefits $	Total $
Directors
Non-executive
Michael J. Hoy	2025	75,000	8,625	-	83,625
(Chairman)	2024	75,000	8,250	-	83,250
Susan M. Pond*	2025	18,433	-	-	18,433
	2024	42,200	2,200	-	44,400
Robert B. Thomas	2025	40,000	4,600	-	44,600
	2024	40,000	4,400	-	44,400
Stephen Locarnini*	2025	16,667	1,917	-	18,584
	2024	40,000	4,400	-	44,400
Executive
Michelle Miller	2025	341,457	39,268	6,261	386,986
(ManagingDirector)	2024	341,457	37,560	6,337	385,354
Executives
Peter J. Nightingale*	2025	100,909	-	-	100,909
(CompanySecretary)	2024	120,000	-	-	120,000
Total	2025	592,466	54,410	6,261	653,137
	2024	658,657	56,810	6,337	721,804

• Dr Susan Pond and Stephen Locarnini retired on 28 November 2024, and Mr Peter Nightingale retired on 2 May 2025.

No bonuses were paid during the financial year. The Company employed no other key management personnel.

Options granted as compensation – Audited

Details of options granted as compensation to each key management person:

Director	Grant Date	Number of Options Granted	Fair Value at Grant Date	Option Terms (Exercise Price and Term)
Michelle Miller	26 November 2019	11,000,000	$19,502	$0.20 from 26 November 2021 to 29 November 2023

1 Vesting condition of 2 years’ service period. To exercise, option holders must remain with the Company or exercise within 2 months of the termination of their employment.

No options were granted to Michelle Miller as compensation during the 2025 and 2024 financial years. During the year ended 30 June 2024 1,000,000 options that were issued in prior years expired unexercised.

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BIOTRON LIMITED

DIRECTORS’ REPORT

Remuneration Report - Audited (continued)

Modification of terms of equity-settled share-based payment transactions - Audited

No terms of equity-settled share-based payment transactions (including options granted as compensation to a key management person) have been altered or modified by the Company during the 2025 financial year.

Exercise of options granted as compensation - Audited

There were no shares issued on the exercise of options previously granted as compensation during 2025 and 2024.

Analysis of options and rights over equity instruments granted as compensation - Audited

There were no options and rights over equity instruments granted during 2025 and 2024.

No options were granted subsequent to year end.

Options and rights over equity instruments - Audited

The movement during the reporting period in the number of options over ordinary shares in the Company held directly, indirectly or beneficially, by each key management person, including their personally related entities, is as follows:

Option holdings 2025 - Audited

	Held at 1 July 2024	Granted/ Purchas ed	Exercised/ Sold	Expired	Held at 30 June 2025	Vested and exercisable at 30 June 2025	Vested and un-exercisable at 30 June 2025
Directors
Michael J. Hoy	934,780	-	-	(934,780)	-	-	-
Michelle Miller	315,625	-	-	(315,625)	-	-	-
Susan M. Pond*	65,430	-	-	(65,430)	-	-	-
Robert B. Thomas	268,403	-	-	(268,403)	-	-	-
Stephen Locarnini*	-	-	-	-	-	-	-
Executives
Peter J. Nightingale*	659,491	-	-	(659,491)	-	-	-

• Dr Susan Pond and Stephen Locarnini retired on 28 November 2024, and Mr Peter Nightingale retired on 2 May 2025.

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BIOTRON LIMITED

DIRECTORS’ REPORT

Remuneration Report - Audited (continued)

Loans to key management personnel and their related parties - Audited

There were no loans made to key management personnel or their related parties during the 2025 and 2024 financial years and no amounts were outstanding at 30 June 2025 (2024 - $nil).

Other transactions with key management personnel - Audited

The following key management person holds a position in another entity that results in them having control or joint control over the financial or operating policies of that entity, and this entity transacted with the Company during the year as follows:

During the year ended 30 June 2025, Mr Peter J. Nightingale, who retired on 2 May 2025, had a controlling interest in an entity, MIS Corporate Pty Limited, which provided full administrative services, including rental accommodation, administrative staff, services and supplies, to the Company. Fees paid to MIS Corporate Pty Limited during the year amounted to $144,000 (2024 - $144,000). There were no amounts outstanding at 30 June 2025 (2024 - $13,200 inclusive of GST).

Movements in shares - Audited

The movement during the reporting period in the number of ordinary shares in the Company held directly, indirectly or beneficially, by each key management person, including their personally-related entities, is as follows:

Fully paid ordinary shareholdings and transactions 2025 - Audited

	Held at 1 July 2024	Purchased	Received on exercise of options	Held at retirement	Sales	Held at 30 June 2025
Directors
Michael J. Hoy	11,217,352	11,217,353	-		-	22,434,705
Michelle Miller	3,787,500	3,787,500	-		-	7,575,000
Susan M. Pond	785,154	-	-	785,154	-	-
Robert B. Thomas	4,200,000	4,200,000	-		-	8,400,000
Stephen Locarnini	800,000	-	-	800,000	-	-
Executives
Peter J. Nightingale	7,913,884	7,913,886	-	15,827,770	-	-

Service contracts - Audited

In accordance with best practice corporate governance, the Company provided each key management personnel with a letter detailing the terms of appointment, including their remuneration.

Michelle Miller is employed by the Company as Managing Director and is required to provide the Company with three months’ notice in order to terminate employment. The contractual salary is $380,725 (including superannuation).

Non-executive directors - Audited

Total compensation for all non-executive directors is determined by the Board based on market conditions.

End of remuneration report.

14

BIOTRON LIMITED

DIRECTORS’ REPORT

Non-audit Services

During the year KPMG, the Company’s auditor, performed no other services in addition to their statutory duties.

A copy of the auditors’ independence declaration as required under Section 307C of the Corporations Act 2001 is included in the Directors’ Report.

Details of the amounts paid and accrued to the auditor of the Company, KPMG, and its related practices for audit and non-audit services provided during the year are set out below.

Statutory audit Audit and review of financial reports - KPMG	2025 2024 $ $ 75,533 65,904

Lead Auditor’s Independence Declaration

The Lead Auditor’s Independence Declaration is set out on page 16 and forms part of the Directors’ Report for the year ended 30 June 2025.

This report has been signed in accordance with a resolution of the directors and is dated 27 August 2025:

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Michael J. Hoy Chairman

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Michelle Miller Managing Director

15

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Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001

To the Directors of Biotron Limited

I declare that, to the best of my knowledge and belief, in relation to the audit of Biotron Limited for the financial year ended 30 June 2025 there have been:

• i. no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and

• ii. no contraventions of any applicable code of professional conduct in relation to the audit.

KPMG Adam Twemlow

Partner

Brisbane

27 August 2025

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----- Start of picture text -----

16
----- End of picture text -----

KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under Professional Standards Legislation.

BIOTRON LIMITED

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2025

Notes Continuing operations Other income 5 Administration and consultants' expenses Depreciation 11 Direct research and development expenses 6 Employee and director expenses Rent and outgoings expenses Other expenses from ordinary activities Operating loss before financing income Interest income Interest expense Net financing income Loss before tax Income tax expense 8 Loss for the year Other comprehensive income Total comprehensive loss for the year Basic and diluted loss per share (cents) 7	2025 $ 1,813,628 (769,298) (11,103) (535,423) (704,094) (40,070) (92,391) (338,751) 34,805 (14,626) 20,179 (318,572) - (318,572) - (318,572) (0.03) cents	2024 $ 1,645,114 (528,470) (40,498) (3,624,873) (854,439) (12,903) (89,994)
		(3,506,063)
		70,625 (1,086)
		69,539
		(3,436,524) -
		(3,436,524) -
		(3,436,524)
		(0.38)cents

The above Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes.

17

BIOTRON LIMITED

STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2025

Notes Current assets Cash and cash equivalents 9 Other assets 10 Total current assets Non-current assets Plant and equipment 11 Other financial assets – bond deposit Total non-current assets Total assets Current liabilities Trade and other payables 12 Employee entitlements 13 Lease liability 14 Total current liabilities Total liabilities Net assets/(liabilities) Equity Issued capital 15 Reserves 15 Accumulated losses Total (negative equity)/equity	2025 $ 931,676 23,724 955,400 4,592 20,409 25,001 980,401 120,483 308,023 - 428,506 428,506 551,895 59,324,727 - (58,772,832) 551,895	2024 $ 393,198 33,631
		426,829
		12,624 54,023
		66,647
		493,476
		334,621 395,757 7,130
		737,508
		737,508
		(244,032)
		56,914,683 1,522,073 (58,680,788)
		(244,032)

The above Statement of Financial Position should be read in conjunction with the accompanying notes.

18

BIOTRON LIMITED

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2025

Attributable to equity holders of the Company Notes Balance at 1 July 2023 Total comprehensive loss for the year Loss for the year Total comprehensive loss for the year Transactions with owners, recorded directly in equity Contribution by and distribution to owners Exercise of options Transfer from reserves exercise of options Transfer from reserves to expired options Balance at 30 June 2024 15 Balance at 1 July 2024 Total comprehensive loss for the year Loss for the year Total comprehensive loss for the year Transactions with owners, recorded directly in equity Contribution by and distribution to owners Exercise of options Transfer from reserves exercise of options Transfer from reserves expired listed options Transfer from reserve to expired options Ordinary shares issued Transaction costs on issue of shares Balance at 30 June 2025 15	Issued Capital $ Option Reserves $ Accumulated Losses $ Total $ 56,890,392 1,546,030 (55,263,766) 3,172,656 - - (3,436,524) (3,436,524)
	- - (3,436,524) (3,436,524)
	19,836 - - 19,836 4,455 (4,455) - -
	- (19,502) 19,502 -
	56,914,683 1,522,073 (56,680,788) (244,032)
	56,914,683 1,522,073 (58,680,788) (244,032) - - (318,572) (318,572)
	- - (318,572) (318,572)
	6,436 - - 6,436 1,394 (1,394) - - 1,294,151 (1,294,151) - - - (226,528) 226,528 - 1,274,589 - - 1,274,589 (166,526) - - (166,526)
	59,324,727 - (58,772,832) 551,895

The above Statement of Changes in Equity should be read in conjunction with the accompanying notes.

19

BIOTRON LIMITED

STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2025

Notes Cash flows from operating activities Cash receipts from government grants Cash payments to suppliers and employees (excluding research and development costs) Payments for research and development Interest received Finance costs Net cash used in operating activities 16 Cash flows from investing activities Payments for plant and equipment Net cash used in investing activities Cash flows from financing activities Proceeds from share and option issues Transaction costs on share and option issues Proceeds from borrowings Repayment of borrowings Lease payments Net cash from/(used in) financing activities Net (decrease)/increase in cash held Cash and cash equivalents at 1 July Cash and cash equivalents at 30 June 9	2025 $ 1,813,628 (1,641,328) (758,299) 34,805 (14,606) (565,800) (3,071) (3,071) 1,281,025 (166,526) 500,000 (500,000) (7,150) 1,107,349 538,478 393,198 931,676	2024 $ 1,645,114 (1,658,287) (3,624,932) 70,625 (1,086)
		(3,568,566)
		-
		-
		19,836 - - - (42,459)
		(22,623)
		(3,591,189) 3,984,387
		393,198

The above Statement of Cash Flows should be read in conjunction with the accompanying notes.

20

BIOTRON LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025

1. REPORTING ENTITY

Biotron Limited (the 'Company') is a company domiciled in Australia. The address of the Company’s registered office is at Level 2, 66 Hunter Street, Sydney, NSW 2000. The Company is a for-profit entity and is primarily engaged in the funding and management of intermediate and applied biotechnology research and development projects.

2. BASIS OF PREPARATION

(a) Statement of compliance

These financial statements are general purpose financial statements which have been prepared in accordance with Australian Accounting Standards ('AASBs') adopted by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001 . The financial statements of the Company also comply with International Financial Reporting Standards ('IFRSs') adopted by the International Accounting Standards Board ('IASB').

The financial report was authorised for issue by the directors on 27 August 2025.

(b) Basis of measurement

The financial statements have been prepared on the historical cost basis, unless otherwise stated.

(c) Functional and presentation currency

These financial statements are presented in Australian dollars, which is the Company’s functional currency.

(d) Use of estimates and judgements

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected.

In particular, information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements are described in the following notes:

• Note 2 (e) – Going concern

(e) Going concern

The financial statements have been prepared on a going concern basis which contemplates the realisation of assets and settlement of liabilities in the ordinary course of business.

The Company has incurred a trading loss of $318,572 for the year ended 30 June 2025 and has accumulated losses of $58,772,832 at 30 June 2025. The Company has cash on hand of $931,676 at 30 June 2025 and used $2,399,627 of cash in operations for the year ended 30 June 2025 and received $1,814,496 (inclusive of $868 of interest) in research and development government incentives. During the year ended 30 June 2025, the Company raised $6,436 from the exercise of options and $1,108,063 net of costs from a rights issue. As at 30 June 2025, the Company had net assets of $551,895.

During the period, the Company executed an agreement with C14 Consulting Group LLC (‘C14’) to assist and guide the Company in fulfillment of strategic partnerships for its portfolio of antiviral programs including its lead clinical asset. This work is ongoing at year end.

21

BIOTRON LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025

2. BASIS OF PREPARATION (continued)

(e) Going concern (continued)

These conditions give rise to a material uncertainty that may cast significant doubt upon the Company’s ability to continue as a going concern.

The ongoing operation of the Company is critically dependent on:

• The Company raising additional funding from shareholders or other parties;

• The Company reducing expenditure in line with available funding

The directors have prepared cash flow projections that support the ability of the Company to continue as a going concern for the period 1 July 2025 to 30 September 2026. These cash flow projections include a significant reduction in expenditure on research and development activities and assume the Company continues to work with C14 to explore options to commercialise its intellectual property asset, conducts a capital raise, and maintains expenditure in line with available funding.

In the event that the Company does not obtain additional funding and reduce expenditure in line with available funding, the achievement of which is significantly uncertain until secured or realised, it may not be able to continue its operations as a going concern and therefore may not be able to realise its assets and extinguish its liabilities in the ordinary course of operations and at the amounts stated in the financial statements.

3. MATERIAL ACCOUNTING POLICIES

(a) Application of accounting policies

The accounting policies set out below have been applied to all periods presented in these financial statements and have been applied consistently by the Company.

(b) New standards and interpretations not yet adopted

A number of new standards, amendments to standards and interpretations are able to be early adopted for annual periods beginning after 1 July 2024 and have not been applied in preparing these financial statements. The Company is currently assessing the impact of these new standards and interpretations.

(c) Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits with an original maturity of three months or less.

(d) Trade and other receivables

Trade and other receivables are stated at their amortised cost less impairment losses.

(e) Property, plant and equipment

Property plant and equipment are stated at their historical cost less accumulated depreciation and accumulated impairment losses. Depreciation is recognised in profit or loss using the reducing balance method from the date of acquisition at rates between 13% and 40% per annum.

(f) Government grants

Where a grant is received relating to research and development costs that have been expensed, the grant is recognised as other income when the grant becomes reasonably assured and the Company complies with all attached conditions.

22

BIOTRON LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025

3. MATERIAL ACCOUNTING POLICIES (continued)

(g) Research and development costs

Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognised in profit and loss when incurred.

Development activities involve a plan or design for the production of new or substantially improved products and processes. Development expenditure is capitalised only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Company intends to and has sufficient resources to complete development and to use or sell the asset. The expenditure capitalised includes the cost of materials, direct labour and overhead costs that are directly attributable to preparing the asset for its intended use. Otherwise, development expenditure is recognised in profit or loss when incurred.

Capitalised development expenditure is measured at cost less accumulated amortisation and accumulated impairment losses.

(h) Trade and other payables

Trade and other payables are stated at their amortised cost, are non-interest bearing and are normally settled within 60 days.

(i) Employee entitlements

Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid under short term cash bonus or profit sharing plans if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.

Long term employee benefits

The Company’s net obligation in respect of long term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value. Re-measurements are recognised in profit or loss in the period in which they arise.

Share-based payment transactions

The grant-date fair value of share-based payment awards granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period that the employees become unconditionally entitled to the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that meet the related service and nonmarket performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.

(j) Share capital

Ordinary shares

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects.

(k) Provisions

A provision is recognised if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects the current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as a finance cost.

23

BIOTRON LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025

3. MATERIAL ACCOUNTING POLICIES (continued)

(l) Finance income

Finance income comprises interest income on funds invested. Interest income is recognised as it accrues in profit or loss, using the effective interest method

(m) Tax

Income tax comprises of current tax and deferred tax and is recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.

Current tax

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantially enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Current tax assets and liabilities are offset only if certain criteria are met.

Deferred tax

Deferred tax is recognised in respect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss and at the time of the transaction, does not give rise to equal taxable and deductible temporary difference.

The measurement of deferred tax reflects the tax consequences that would follow the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

Goods and services tax

Revenue, expenses and assets are recognised net of the amount of goods and services tax ('GST'), except where the amount of GST incurred is not recoverable from the taxation authority. In these circumstances, the GST is recognised as part of the cost of acquisition of the asset or as part of the expense.

Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or liability in the balance sheet.

Cash flows are included in the statement of cash flows on a gross basis. The GST components of cash flows arising from investing and financing activities which are recoverable from, or payable to, the ATO are classified as operating cash flows.

(n) Earnings per share

The Company presents basic and diluted earnings per share ('EPS') data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares, which comprise share options.

24

BIOTRON LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025

3. MATERIAL ACCOUNTING POLICIES (continued)

(o) Impairment

Financial instruments

The Company recognises expected credit losses (‘ECLs’), where material, on financial assets measured at amortised cost. The Company measures loss allowances at an amount equal to lifetime ECLs.

Loss allowances are always measured at an amount equal to lifetime ECLs. At each reporting date, the Group assesses whether financial assets carried at amortised cost and debt securities at fair value through other comprehensive income are credit-impaired.

The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof.

(p) Segment reporting

Determination and presentation of operating segments

The Company determines and presents operating segments based on the information that is provided internally to the Managing Director, who is the Company’s chief operating decision maker.

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Company’s other components. All operating segments’ operating results are regularly reviewed by the Company’s Managing Director to make decisions about resources to be allocated to the segment and assess its performance.

Segment results that are reported to the Managing Director include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate assets (primarily the Company’s headquarters), head office expenses, and income tax assets and liabilities.

4. DETERMINATION OF FAIR VALUES

A number of the Company’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the following methods. Where applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.

Share-based payment transactions

The fair value of employee share options is measured using the Black-Scholes formula. Measurement inputs include share price on measurement date, exercise price of the instrument, expected volatility (based on weighted average historic volatility adjusted for changes expected due to publicly available information), weighted average expected life of the instruments (based on historical experience and general option holder behaviour), expected dividends, and the risk-free interest rate (based on government bonds). Service and nonmarket performance conditions attached to the transactions are not taken into account in determining fair value. Share-based payment arrangements in which the Company receives goods or services as consideration for its own equity instruments are accounted for as equity-settled share-based payment transactions.

Non-derivative financial liabilities

Non-derivative financial liabilities are measured at fair value, at initial recognition, and for disclosure purposes, at each annual reporting date. Fair value is calculated based on the present value of future principal and interest cash flows, discounted at the market rate of interest at the measurement date.

25

BIOTRON LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025

Note 5. OTHER INCOME Research and development rebate 6. LOSS FROM OPERATING ACTIVITIES Loss from ordinary activities has been arrived at after charging the following items: Auditors' remuneration paid to KPMG - Auditor’s and review of financial reports Depreciation - Office equipment 11 - Plant and equipment 11 - Right of use asset 11 Direct research and development expenditure expensed as incurred Employee entitlements expense Superannuation expense	2025 $ 1,813,628 1,813,628 75,533 4,147 798 6,158 535,423 (54,107) 69,163	2024 $ 1,645,114
		1,645,114
		65,904 776 798 38,924 3,624,873 55,870 78,150

Total employee expenses, including those recognised as direct research and development expenditure for the period ended 30 June 2025 is $714,482 (2024 - $857,954).

7. LOSS PER SHARE

The calculation of basic and diluted loss per share at 30 June 2025 was based on the loss attributable to ordinary shareholders of $318,572 (2024 - $3,436,524 loss) and a weighted average number of ordinary shares outstanding during the financial year ended 30 June 2025 of 999,228,090 (2024 – 902,170,065), calculated as follows:

Net loss for the year Weighted average number of ordinary shares (basic and diluted) Issued ordinary shares at 1 July Effect of shares issued (note 15) Weighted average number of ordinary shares at 30 June	318,572 2025 Number 902,275,506 96,952,584 999,228,090	3,436,524
		2024 Number 901,944,902 225,163
		902,170,065

The Company does not have outstanding potentially dilutive securities that are currently dilutive in the calculation of total earnings per share.

26

BIOTRON LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025

	2025	2024
	$	$
8. INCOME TAX EXPENSE
Current tax expense
Current year	(463,821)	(1,368,353)
Tax losses not recognised	463,821	1,368,353
	-	-
Deferred tax expense
Current year	126,985	98,143
De-recognition of temporary differences	(126,985)	(98,143)
	-	-
Numerical reconciliation between tax expense and pre-tax net
profit
Loss before tax - continuing operations	(318,572)	(3,436,524)
Prima facie income tax benefit at the Australian tax rate of 25% (30
June 2024 – 25%)	(79,643)	(859,131)
Increase in income tax expense due to:
- Adjustments not resulting in temporary differences	(313,950)	494,940
- Effect of tax losses not recognised	463,821	387,592
- Unrecognised temporary differences	(70,228)	(23,401)
Income tax expense current and deferred	-	-
Deferred tax assets have not been recognised in respect of the
following items
Deductible temporary differences (net)	164,276	234,504
Tax losses	10,140,044	9,732,980
Net	10,304,320	9,967,484
The deductible temporary differences and tax losses do not expire under the current tax legislation. Deferred
tax assets have not been recognised in respect of these items because it is not probable that future taxable
profit will be available against which the Company can utilise the benefits	of the deferred tax	asset. Deferred
tax assets not recognised are calculated at a tax rate of 25% which is	the company tax rate that applies
from 1 July 2023.
9. CASH AND CASH EQUIVALENTS
Cash at bank	931,676	393,198
Cash and cash equivalents in the statement of cash flows	931,676	393,198
10. OTHER ASSETS
Current prepayments	16,642	15,437
GST receivable	7,082	15,619
Other receivable	-	2,575
	23,724	33,631

27

BIOTRON LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025

	2025	2024
	$	$
11. PLANT AND EQUIPMENT
Office equipment - at cost	247,911	244,840
Accumulated depreciation	(245,430)	(241,283)
	2,481	3,557
Plant and equipment - at cost	514,443	514,443
Accumulated depreciation	(512,332)	(511,534)
	2,111	2,909
Right of use assets	-	107,614
Rental Increase	-	3,233
Accumulated depreciation	-	(104,689)
	-	6,158
Total plant and equipment - net book value	4,592	12,624
Reconciliations
Reconciliations of the carrying amounts for each class of plant and equipment are set out below:
Office equipment
Balance at 1 July	3,557	4,333
Additions	3,071	-
Depreciation	(4,147)	(776)
Carrying amount at the end of the financial year	2,481	3,557
Plant and equipment
Balance at 1 July	2,909	3,707
Depreciation	(798)	(798)
Carrying amount at the end of the financial year	2,111	2,909
Right of use asset
Balance at 1 July	6,158	41,849
Rental increase	-	3,233
Depreciation	(6,158)	(38,924)
Carrying amount at the end of the financial year	-	6,158
Total carrying amount at the end of the financial year	4,592	12,624

28

BIOTRON LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025

	2025	2024
	$	$
12. TRADE AND OTHER PAYABLES
Current
Creditors	89,855	285,521
Accruals	30,628	49,100
	120,483	334,621
13. EMPLOYEE ENTITLEMENTS
Current
Employee annual leave provision	87,718	134,221
Long service leave provision	220,305	261,536
	308,023	395,757
14. LEASE LIABILITY
Current
Lease liability	-	7,130
Set out below are the carrying amounts of the lease liability recognised and the movements		during the year:
	Office	Office
	Premises	Premises
	2025	2024
	$	$
Balance at 1 July	7,130	45,270
Interest expense	20	1,086
Rental increase	-	3,233
Payments	(7,150)	(42,459)
Balance at 30 June	-	7,130

29

BIOTRON LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025

15. CAPITAL AND RESERVES Issued and paid up capital 1,327,245,843 (2024 – 902,275,506) fully paid ordinary shares 2025 Nº $ (a) Fully paid ordinary shares Balance at the beginning of the financial year 902,275,506 56,914,683 Movement in Ordinary Shares Conversion of options 10 October 2023 $0.06 Conversion of options 26 October 2023 $0.06 - - Conversion of options 10 November 2023 $0.06 - - Conversion of options 01 December 2023 $0.06 - - Transfer from reserve exercise of options - - Conversion of options 22 July 2024 $0.06 4,200 252 Conversion of options 15 August 2024 $0.06 29,534 1,772 Conversion of options 12 November 2024 $0.06 12,574 755 Conversion of options 19 November 2024 $0.06 20,751 1,245 Conversion of options 25 November 2024 $0.06 40,201 2,412 Transfer from reserves exercise of options - 1,394 Transfer from reserves expired listed options - 1,294,151 Ordinary shares issued1 424,863,077 1,274,589 Less cost of issue - (166,526) Balance at the end of financial year 1,327,245,843 59,324,727	15. CAPITAL AND RESERVES Issued and paid up capital 1,327,245,843 (2024 – 902,275,506) fully paid ordinary shares 2025 Nº $ (a) Fully paid ordinary shares Balance at the beginning of the financial year 902,275,506 56,914,683 Movement in Ordinary Shares Conversion of options 10 October 2023 $0.06 Conversion of options 26 October 2023 $0.06 - - Conversion of options 10 November 2023 $0.06 - - Conversion of options 01 December 2023 $0.06 - - Transfer from reserve exercise of options - - Conversion of options 22 July 2024 $0.06 4,200 252 Conversion of options 15 August 2024 $0.06 29,534 1,772 Conversion of options 12 November 2024 $0.06 12,574 755 Conversion of options 19 November 2024 $0.06 20,751 1,245 Conversion of options 25 November 2024 $0.06 40,201 2,412 Transfer from reserves exercise of options - 1,394 Transfer from reserves expired listed options - 1,294,151 Ordinary shares issued1 424,863,077 1,274,589 Less cost of issue - (166,526) Balance at the end of financial year 1,327,245,843 59,324,727	2025 $ 2024 $ 59,324,727 56,914,683
		2024 Nº $ 901,944,902 56,890,392 133,750 8,025 75,902 4,554 114,702 6,882 6,250 375 - 4,455 - - - - - - - - - - - - - - - - - -
	1,327,245,843 59,324,727	902,275,506 56,914,683

1 In April 2025, the Company offered eligible shareholders to purchase one new share for every one share held under a pro-rata renounceable rights issue. Under this offer, the Company issued 424,863,077 ordinary shares for cash totalling $1,274,589.

Terms and conditions – Shares

Holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at the shareholders meetings. In the event of winding up of the Company, ordinary shareholders rank after creditors and are fully entitled to any proceeds of liquidation.

(b) Share Options

The following listed options were on issue as at 30 June 2025.

Opening Balance 1 July 2024	Exercise Price	Granted during the year	Expired during the year	Exercised during the year	Closing Balance 30 June 2025
Number	$	Number	Number	Number	Number
111,657,325	0.06	-	111,550,065	107,260	-

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BIOTRON LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025

	2025	2024
	$	$
Option Reserves
Option premium reserve	-	1,522,073
	-	1,522,073
Movements during the period
Option premium reserve
Balance at the beginning of period	1,522,073	1,526,528
Transfer from reserves expired listed options	(1,294,151)	-
Transfer from reserves expired options	(226,528)	-
Transfer to issue capital exercise of options	(1,394)	(4,455)
Balance at end of period	-	1,522,073
Nature and purpose of reserves
Option premium reserve:
The option premium reserve is used to recognise the grant date fair value and to accumulate proceeds
received from the issue of options.
	2025	2024
	$	$
16. STATEMENT OF CASH FLOWS
Reconciliation of cash flows from operating activities
Loss for the period	(318,572)	(3,436,524)
Adjustments for:
Depreciation of plant and equipment	11,103	40,498
Provisions for employee entitlements	(87,734)	10,929
Changes in assets and liabilities
Decrease / (Increase) in other assets	9,907	36,378
(Decrease) / Increase in trade and other payables	(180,504)	(219,847)
Net cash used in operating activities	(565,800)	(3,568,566)

17. RELATED PARTIES

Key management personnel and director transactions

The following key management person holds a position in another entity that results in them having control or joint control over the financial or operating policies of that entity, and this entity transacted with the Company during the year as follows:

During the year ended 30 June 2025, Mr Peter J. Nightingale, who retired on 2 May 2025, had a controlling interest in an entity, MIS Corporate Pty Limited, which provided full administrative services, including rental accommodation, administrative staff, services and supplies, to the Company. Fees paid to MIS Corporate Pty Limited during the year amounted to $144,000 (2024 - $144,000). There were no fees outstanding on 30 June 2025 (2024 - $13,200 inclusive of GST).

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BIOTRON LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025

17. RELATED PARTIES (continue)

Key management personnel compensation

During the year ended 30 June 2025, compensation of key management personnel totalled $653,137 (2024 - $721,804), which comprised primary salary and fees of $592,466 (2024 - $658,657), superannuation of $54,410 (2024 - $56,810) and long service leave of $6,261 (2024 - $6,337). During the 2025 and 2024 financial years, no long term benefits or termination payments were paid.

18. SHARE BASED PAYMENTS

The Company has an Incentive Option Plan to provide eligible persons, being employees or directors, or individuals whom the Plan Committee determine to be employees for the purposes of the Plan, with the opportunity to acquire options over unissued ordinary shares in the Company. The number of options granted or offered under the Plan will not exceed 10% of the Company's issued share capital and the exercise price of options will be the greater of the market value of the Company's shares as at the date of grant of the option or such amount as the Plan Committee determines. Options have no voting or dividend rights. The vesting conditions of options issued under the plan are based on minimum service periods being achieved ranging from 2 to 4 years. There are no other vesting conditions attached to options issued under the plan.

In the event that the employment or office of the option holder is terminated, any options which have not reached their exercise period will lapse and any options which have reached their exercise period may be exercised within two months of the date of termination of employment. Any options not exercised within this two-month period will lapse. During the year, no ordinary shares were issued as a result of the exercise of options granted pursuant to the Incentive Option Plan (2024 – nil).

In October 2022, the Company granted 12,000,000 options to the lead manager of the rights issue and share placement offers. The terms and conditions of the options on issue to the lead manager are as follows:

Grant date	Expiry date	Vesting date	Exercise price	Fair value of options granted $	Total granted Number	Total Exercised/ Expired Number	Exercisable at end of the period number	Balance at end of the period Number
26 October 2022	25 November 2024	25 November 2022	$0.06	226,528	12,000,000	12,000,000	-	-

In October 2022, the Company granted listed options as part of the rights issue and share placement offers. The terms and conditions of the listed options on issued are as follows:

Issue Date	Expiry date	Vesting date	Exercise price	Fair value of options granted $	Options on issue Number	Total Exercised Number	Total Number Expired	Balance at end of the period Number
25 November 2022	25 November 2024	25 November 2022	$0.06	1,300,000	99,657,325	107,260	99,550,065	-

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BIOTRON LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025

Fair value of options share-based payment

The fair value of options granted is measured at grant date and recognised as an expense over the period during which the recipients become unconditionally entitled to the options. The fair value of the options granted is measured using an option valuation methodology, taking into account the terms and conditions upon which the options were granted. The amount recognised as an expense is adjusted to reflect the actual number of options that vested during the period.

The fair value of options granted on 26 October 2022 to the lead manager of the rights issue and share placement offers was $226,528. The Black-Scholes formula model inputs were the Company's share price of $0.045 at the grant date, a volatility factor of 88.39% based on historic share price performance, a risk-free interest rate of 3.37% based on government bonds and a dividend yield of 0%.

The fair value of options issued on 25 November 2022 to subscribers of the rights issue and placement offers was $1,300,000. The Black-Scholes formula model inputs were the Company's share price of $0.037 at the grant date, a volatility factor of 88.39% based on historic share price performance, a risk-free interest rate of 3.37% based on government bonds and a dividend yield of 0%.

Expenses arising from share-based payment transactions

Total expenses arising from share based payment for equity based compensation transactions recognised during the year ended 30 June 2025 was nil (2024 - $nil).

19. FINANCIAL INSTRUMENTS

Financial risk management objectives and policies

The Company’s financial instruments comprise deposits with banks, trade and other payables and from time to time short term loans from related parties. The Company does not trade in derivatives or in foreign currency.

The Company manages its risk exposure of its financial instruments in accordance with the guidance of the Board of Directors. The main risks arising from the Company’s financial instruments are market risk, credit risk and liquidity risks. This note presents information about the Company’s exposure to each of these risks, its objectives, policies and processes for measuring and managing risk, and the Company’s management of capital.

Risk management framework

The Board has overall responsibility for the establishment and oversight of the risk management framework. Informal risk management policies are established to identify and analyse the risks faced by the Company.

The primary responsibility to monitor the financial risks lies with the Managing Director and the Company Secretary under the authority of the Board.

Credit risk

Credit risk arises mainly from the risk of counterparties defaulting on the terms of their agreements.

The carrying amounts of the following assets represent the Company’s maximum exposure to credit risk in relation to financial assets:

Note Cash and cash equivalents 9 Security deposits	Carrying amount 2025 $ 2024 $ 931,676 393,198 20,409 54,023 952,085 447,221	Carrying amount 2025 $ 2024 $ 931,676 393,198 20,409 54,023 952,085 447,221
		447,221

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BIOTRON LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025

Cash and cash equivalents

The Company mitigates credit risk on cash and cash equivalents by dealing with regulated banks in Australia.

Security deposits

Credit risk on security deposits is very low as it usually consists predominantly of amounts recoverable from a regulated bank in Australia.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

The ultimate responsibility for liquidity management rests with the Board. The Company monitors rolling forecasts of liquidity on the basis of expected fund raisings, trade payables and other obligations for the ongoing operation of the Company. At balance date, the Company has available funds of $931,676 for its immediate use.

The following are the contractual maturities of financial liabilities, including estimated interest payments:

	Carrying	Contractual	Less than	Between
	amount	cash flows	one year	one and five
				years
	$	$	$	$
30 June 2025
Trade and other payables	120,483	(120,483)	(120,483)	-
30 June 2024
Trade and other payables	334,621	(334,621)	(334,621)	-
Lease Liability	7,130	(7,130)	(7,130)	-

It is not expected that the cash flows included in the maturity analysis could occur significantly earlier, or at significantly different amounts.

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

Interest rate risk

The Company’s income statement is affected by changes in interest rates due to the impact of such changes on interest income from cash and cash equivalents and interest bearing security deposits. Changes in interest rates for the current and prior reporting period date would have increased/decreased equity and loss for the period by an immaterial amount.

At balance date, the Company had the following mix of financial assets exposed to variable interest rate risk.

Note Financial assets Cash and cash equivalents 9 Security deposits Net exposure	2025 $ 931,676 20,409 952,085	2024 $ 393,198 54,023
		447,221

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BIOTRON LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025

The Company had the following fixed interest bearing financial liabilities in the current year.

Note Financial liabilities Lease liability 14 Net exposure	2025 $ - -	2024 $ 7,130
		7,130

The Company does not have interest rate swap contracts.

Currency risk

The Company is exposed to currency risk on cash and cash equivalents that are denominated in United States currency. The company’s gross financial exposure to foreign currency risk at balance date was nil (2024 - US$97).

The Company is not exposed to price risks.

Capital management

The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business.

The Board ensures costs are not incurred in excess of available funds and will seek to raise additional funding through issues of shares for the continuation of the Company’s operations. There were no changes in the Company’s approach to capital management during the year.

The Company is not subject to externally imposed capital requirements.

Estimation of fair values

The carrying amounts of financial assets and liabilities approximate their net fair values, given the short time frames to maturity and or variable interest rates.

20. FINANCIAL REPORTING BY SEGMENTS

The Company operates in one reportable operating segment, being the biotechnology industry in Australia.

21. COMMITMENTS AND CONTINGENCIES

The Company may be party to commercial disputes and litigation in the normal course of business. No material liabilities are expected to arise in respect of the commercial disputes and litigation existing at balance date.

There are no capital commitments at the date of these financial statements.

22. SUBSEQUENT EVENTS

Michael Medway was appointed as a director on 16 July 2025.

There have been no other matters arising in the interval between the end of the financial year and the date of this report any item, transaction, or event of a material and unusual nature likely, in the opinion of the directors of the Company, to affect significantly the operations of the Company, the results of those operations, or the state of affairs of the Company in future financial years.

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BIOTRON LIMITED

CONSOLIDATED ENTITY DISCLOSURE STATEMENT AS AT 30 JUNE 2025

Biotron Limited is not required by Australian Accounting Standards to prepare consolidated financial statements, and as a result, subsection 295(3A)(a) of the Corporations Act 2001 to prepare a Consolidated Entity Disclosure Statement does not apply to the Company.

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BIOTRON LIMITED

DIRECTORS’ DECLARATION

1. In the opinion of the directors of Biotron Limited:

2. a) the financial statements and notes set out on pages 17 to 35, and the Remuneration Report in the Directors’ Report, set out on pages 11 to 14, are in accordance with the Corporations Act 2001 , including:

   • (i) giving a true and fair view of the Company’s financial position as at 30 June 2025 and of its performance for the financial year ended on that date; and

   • (ii) complying with Australian Accounting Standards (including Australian Accounting Interpretations) and the Corporations Regulations 2001 ;

3. b) the Consolidated entity disclosure statement as at 30 June 2025 set out on page 36 is true and correct; and

4. c) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

5. The directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the chief executive officer and chief financial officer for the financial year ended 30 June 2025.

6. The directors draw attention to note 2(a) of the financial statements, which includes a statement of compliance with International Financial Reporting Standards.

This report has been signed in accordance with a resolution of the directors and is dated 27 August 2025:

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Michael J. Hoy Chairman

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Michelle Miller Managing Director

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Independent Auditor’s Report

To the shareholders of Biotron Limited

Report on the audit of the Financial Report

Opinion

We have audited the Financial Report of The Financial Report comprises: Biotron Limited (the Company).

In our opinion, the accompanying Financial Report of the Company gives a true and fair view, including of the Company’s financial position as at 30 June 2025 and of its financial performance for the year then ended, in accordance with the Corporations Act 2001, in compliance with Australian Accounting Standards and the Corporations Regulations 2001 .

• Statement of Financial Position as at 30 June 2025

• Statement of Profit or Loss and Other Comprehensive Income, Statement of Changes in Equity, and Statement of Cash Flows for the year then ended

• Consolidated Entity Disclosure Statement as at 30 June 2025

• Notes, including material accounting policies

• Directors’ Declaration.

Basis for opinion

We conducted our audit in accordance with Australian Auditing Standards . We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the Financial Report section of our report.

We are independent of the Company in accordance with 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 (including Independence Standards) (the Code) that are relevant to our audit of the Financial Report in Australia. We have fulfilled our other ethical responsibilities in accordance with these requirements.

KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under Professional Standards Legislation.

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Material Uncertainty related to Going Concern

We draw attention to Note 2 (e) “Going Concern” in the financial report. The conditions disclosed in Note 2(e), indicate a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern and, therefore, whether it will realise its assets and discharge its liabilities in the normal course of business, and at the amounts stated in the financial report. Our opinion is not modified in respect of this matter.

In concluding there is a material uncertainty related to going concern we evaluated the extent of uncertainty regarding events or conditions casting significant doubt in the Company’s assessment of going concern. This included: �

• Analysing the cash flow projections by:

• Evaluating the underlying data used to generate the projections for consistency with other information tested by us, our understanding of the Company’s intentions, and past results and practices;

• Assessing the planned levels of operating cash inflows and outflows, including capital expenditures, for feasibility, timing, consistency of relationships and trends to the Company’s historical results, results since year end, and our understanding of the business, industry and economic conditions of the Company;

• Assessing significant non-routine forecast cash inflows and outflows including the expected outcome of planned capital raisings for feasibility, quantum and timing. We used our knowledge of the client, its industry and current status of those initiatives to assess the level of associated uncertainty.

• Reading minutes of Directors’ meetings and relevant correspondence with the Company’s advisors to understand the Company’s ability to raise additional shareholder funds and assess the level of associated uncertainty.

• Evaluating the Company’s going concern disclosures in the financial report by comparing them to our understanding of the matter, the events or conditions incorporated into the cash flow projection assessment, the Company’s plans to address those events or conditions, and accounting standard requirements. We specifically focused on the principal matters giving rise to the material uncertainty.

Key Audit Matters

Key Audit Matters are those matters that, in our professional judgement, were of most significance in our audit of the Financial Report of the current period.

These matters were addressed in the context of our audit of the Financial Report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

In addition to the matter described in the Material uncertainty related to going concern section, we have determined the matter described below to be the Key Audit Matter.

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Direct Research and Development Expenditure - $535,423

Direct Research and Development Expenditure - $535,423	Direct Research and Development Expenditure - $535,423
Refer to Note 3(g) and 6 to the Financial Report
The key audit matter	How the matter was addressed in our audit
Direct research and development expenditure is a key audit matter due to the significance of the amount (being 25% of total expenses) and the audit effort associated with assessing the completeness, existence and accuracy of the amount recorded by the Company.	Our procedures included:  Assessing the Company’s accounting policy for research and development expenditure against the requirements of the accounting standards and our understanding of the business and industry practice;  Selecting a statistical sample of items recorded as direct research and development expenditure and checking the expenditure amount recorded for consistency to invoices from third parties or other underlying documentation;  For the samples identified above, checking the nature of the expenditure for consistency with its classification as direct research and development expenditure, in accordance with the Company’s accounting policy and the criteria in the accounting standards; and  Testing the completeness of direct research and development expenditure recorded in the year by checking payments recorded since year end and unprocessed invoices for evidence of the timing of the transactions. We selected our sample from the Company’s payments made since balance date, and unprocessed invoices at the date of our testing, and checked the timing of the transaction to the underlying documentation  We evaluated the adequacy of the Company’s disclosures of research and development expenditure in the financial report using our understanding obtained from our testing and against the requirements of the accounting standards.

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Other Information

Other Information is financial and non-financial information in Biotron Limited’s annual report which is provided in addition to the Financial Report and the Auditor’s Report. The Directors are responsible for the Other Information.

Our opinion on the Financial Report does not cover the Other Information and, accordingly, we do not express an audit opinion or any form of assurance conclusion thereon, with the exception of the Remuneration Report and our related assurance opinion.

In connection with our audit of the Financial Report, our responsibility is to read the Other Information. In doing so, we consider whether the Other Information is materially inconsistent with the Financial Report or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We are required to report if we conclude that there is a material misstatement of this Other Information, and based on the work we have performed on the Other Information that we obtained prior to the date of this Auditor’s Report we have nothing to report.

Responsibilities of the Directors for the Financial Report

The Directors are responsible for:

• preparing the Financial Report in accordance with the Corporations Act 2001 , including giving a true and fair view of the financial position and performance of the Company, and in compliance with Australian Accounting Standards and the Corporations Regulations 2001

• implementing necessary internal control to enable the preparation of a Financial Report in accordance with the Corporations Act 2001 , including giving a true and fair view of the financial position and performance of the Company, and that is free from material misstatement, whether due to fraud or error

• assessing the Company’s ability to continue as a going concern and whether the use of the going concern basis of accounting is appropriate. This includes disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the Financial Report

Our objective is:

• to obtain reasonable assurance about whether the Financial Report as a whole is free from material misstatement, whether due to fraud or error; and

• to issue an Auditor’s Report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Australian Auditing Standards will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the Financial Report.

A further description of our responsibilities for the audit of the Financial Report is located at the Auditing and Assurance Standards Board website at:

https://www.auasb.gov.au/admin/file/content102/c3/ar2_2020.pdf This description forms part of our Auditor’s Report.

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Report on the Remuneration Report

Opinion

In our opinion, the Remuneration Report of Biotron Limited for the year ended 30 June 2025, complies with Section 300A of the Corporations Act 2001 .

Directors’ responsibilities

The Directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with Section 300A of the Corporations Act 2001 .

Our responsibilities

We have audited the Remuneration Report included in pages 11 to 14 of the Directors’ report for the year ended 30 June 2025.

Our responsibility is to express an opinion as to whether the Remuneration Report complies in all material respects with Section 300A of the Corporations Act 2001 , based on our audit conducted in accordance with Australian Auditing Standards .

KPMG

Adam Twemlow

Partner

Brisbane

27 August 2025

42

BIOTRON LIMITED

ADDITIONAL STOCK EXCHANGE INFORMATION

Home Exchange

The Company is listed on the ASX Limited. The home exchange is Sydney.

Use of Cash and Assets

Since the Company's listing on the ASX, the Company has used its cash and assets in a way consistent with its stated business objectives.

Class of Shares and Voting Rights

There is only one class of shares in the Company, fully paid ordinary shares.

The rights attaching to shares in the Company are set out in the Company's Constitution. The following is a summary of the principal rights of the holders of shares in the Company.

Every holder of shares present in person or by proxy, attorney or representative at a meeting of shareholders has one vote on a vote taken by a show of hands, and, on a poll every holder of shares who is present in person or by proxy, attorney or representative has one vote for every fully paid share registered in the shareholder's name on the Company's share register.

A poll may be demanded by the chairperson of the meeting, by at least 5 shareholders entitled to vote on the resolution or shareholders with at least 5% of the votes that may be cast on the resolution on a poll.

Distribution of Equity Securityholders

As at 31 July 2025, the distribution of each class of quoted equity securityholders was as follows:

Range	Fully Paid Ordinary Share Holders Total Number of Shares
1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over	208 53,121 847 3,072,051 909 7,162,057 2,415 90,843,392 1,270 1,226,115,222
	5,649 1,327,245,843

At 31 July 2025, 4,904 shareholders held less than a marketable parcel of shares.

	Number of	Number of
Type of securities	holders	securities
Ordinary shares	5,649	1,327,245,843
There are no current on-market buy-backs.

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BIOTRON LIMITED

Twenty Largest Quoted Shareholders

At 31 July 2025 the twenty largest fully paid ordinary shareholders held 24.59% of fully paid ordinary as follows:

Rank	Name	Fully Paid Ordinary Shares	%
1 Jey Investment Pty Ltd 42,228,317 3.18 2 Rookharp Capital Pty Limited 33,333,333 2.51 3 Umbiram Pty Ltd 22,434,705 1.69 4 Mrs Zi Juan QI 20,000,000 1.51 5 Standby Forty-Six Pty Limited 20,000,000 1.51 6 3M Holdings Pty Limited <3M Investment Spec A/C> 18,999,671 1.43 7 Mr William John Dunn 16,000,000 1.21 8 Pathold No 222 Pty Ltd 15,200,000 1.15 9 Mrs Sharon Lewis 14,977,737 1.13 10 Dr Huy Tran 13,254,912 1.00 11 Citicorp Nominees Pty Limited 11,835,825 0.89 12 BNP Paribas Nominees Pty Ltd 11,723,262 0.88 13 Hirsch Financial Pty Ltd 11,565,387 0.87 14 Mr Jiashun Yang 11,367,587 0.86 15 Mr Bryan Strode 11,200,000 0.84 16 Vicex Holdings Proprietary Limited 11,200,000 0.84 17 Fluhalp Pty Ltd 11,000,000 0.83 18 Dr Angela Fay Dulhunty 10,000,000 0.75 19 Mr Daniel Kochanowicz 10,000,000 0.75 20 Mr Dobrica Okulic 10,000,000 0.75

44

BIOTRON LIMITED

CORPORATE DIRECTORY

Directors:

Mr Michael J. Hoy (Chairman) Dr Michelle Miller (Managing Director) Mr Robert B. Thomas Mr Michael J. Medway

Company Secretary:

Mr Marcelo Mora

Registered Office

Level 2, 66 Hunter Street SYDNEY NSW 2000 Phone: 61-2 9300 3344 Fax: 61-2 9221 6333 E-mail: enquiries@biotron.com.au Homepage: www.biotron.com.au

Principal Place of Business:

Level 2, 66 Hunter Street SYDNEY NSW 2000 Phone: 61-2 9300 3344 Fax: 61-2 9221 6333

Share Registrar:

Computershare Investor Services Pty Limited Level 4 44 Martin Place SYDNEY NSW 2000 Phone: 1300 787 272 Fax: +61 3 9473 2500

Auditors:

KPMG Level 11, Heritage Lanes 80 Ann Street BRISBANE QLD 4000

Home Exchange:

ASX Limited 20 Bridge Street SYDNEY NSW 2000

Solicitors:

Minter Ellison 40 Governor Macquarie Tower 1 Farrer Pl SYDNEY NSW 2000

Biotron Limited, incorporated and domiciled in Australia, is a publicly listed company limited by shares.

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