CODEIFAI LIMITED — Annual Report 2024

Feb 27, 2025

1. Company details

Name of entity: Codeifai Limited (Formerly YPB Group Ltd) ACN: 108 649 421 Reporting period: For the year ended 31 December 2024 Previous period: For the year ended 31 December 2023

2. Results for announcement to the market

					2024	2023
		$	%		$	$
Revenues from ordinary
activities	Up	132,409	20%	to	810,297	677,888
Loss from ordinary activities
after tax for the year
attributable to the owners of
Codeifai Limited	Down	1,879,206	42%	to	(2,580,426)	(4,459,632)
Loss for the year attributable
to the owners of Codeifai
Limited	Down	1,879,206	42%	to	(2,580,426)	(4,459,632)

Comments

The loss for the Consolidated Entity, after providing for income tax for the year ended 31 December 2024 amounted to $2,580,426 (2023: $4,459,632). Revenue for the year was $810,297 (2023: $677,888) which represents a 20% increase from the prior year.

3. Net tangible assets/(liabilities)

. Net tangible assets/(liabilities)
	2024	2023
	Cents	Cents
Net tangible assets/(liabilities) per ordinary security	(0.081)	(0.429)

Net tangible assets are showing a negative value for the current and comparative periods due to many recorded assets being intangible.

4. Gain and loss of control over entities

There was no gain or loss of control of entities during the year.

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5. Dividends

Current year

There were no dividends paid, recommended or declared during the current financial year.

Previous year

There were no dividends paid, recommended or declared during the previous financial year.

6. Dividend reinvestment plans

There are no dividend reinvestment plans for the year ended 31 December 2024 (2023: Nil).

7. Details of associates and joint venture entities

No changes.

8. Foreign entities

Details of origin of accounting standards used in compiling the report:

There has been no change in foreign-owned subsidiaries to those reported for the prior year. All group entities comply with International Financial Reporting Standards (‘IFRS’).

9. Audit qualification or review

Details of audit/review dispute or qualification (if any):

The consolidated financial statements for the year ended 31 December 2024 are in the process of being audited.

10. Attachments

Details of attachment (if any):

Not applicable.

Signed

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John Houston
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Date: 28 February 2025

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Codeifai Limited ACN: 108 649 421

Full Year Preliminary Report 31 December 2024

3

Codeifai Limited Contents For the year-ended 31 December 2024

Contents

ontents
Consolidated statement of profit or loss and other comprehensive	5
income
Consolidated statement of financial position	6
Consolidated statement of changes in equity	7
Consolidated statement of cash flows	9
Notes to the consolidated financial statements	10

4

Codeifai Ltd Consolidated statement of profit or loss and other comprehensive income For the year ended 31 December 2024

Note Revenue 3 Expenses Consulting Depreciation and amortisation expense Directors’ fees Employee benefits expense Finance costs 4 Impairment of goodwill and other intangible assets 10 Marketing costs Investor relations Production costs Professional fees Rental and short-term lease expenses Research and development costs Regulatory expenses Share-based payments Travelling expenses Other expenses Foreign exchange (loss)/gain Loss before income tax 5 Income tax (expense)/benefit Loss after income tax from continuing operations for the year attributable to the owners of Codeifai Limited Other comprehensive income Items that may be reclassified subsequently to profit or loss Exchange differences on translation of foreign operations Other comprehensive income for the full-year, net of tax Total comprehensive loss for the year attributable to the owners of Codeifai Limited Basic and diluted earnings per share 17	2024 2023 $ $ 810,297 677,888 (400,509) (367,625) (8,039) (38,032) (71,889) (80,000) (748,639) (886,281) (736,874) (648,577) (685,696) (907,797) (327,183) (104,398) (44,390) (101,668) (79,900) (17,322) (255,262) (211,782) (116,707) (139,288) (803,859) (804,885) (86,288) (90,232) - (50,667) (26,836) (73,907) (327,296) (585,184) 1,328,644 (29,875)
	(2,580,426) (4,459,632) - -
	(2,580,426) (4,459,632) (464,690) (60,368)
	(464,690) (60,368)
	(3,045,116) (4,520,000)
	Cents Cents (0.15) (0.69)

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

5

Codeifai Ltd Consolidated statement of financial position As at 31 December 2024

Note Assets Current assets Cash and cash equivalents 6 Trade and other receivables 7 Other assets 8 Inventories 9 Non-current assets Plant and equipment Intangibles 10 Total assets Liabilities Current liabilities Trade and other payables 11 Financial liabilities 12 Total liabilities Net assets Equity Issued capital 13 Reserves 14 Accumulated losses Total equity	2024 2023 $ $ 385,901 567,572 632,195 358,323 106,803 97,494 137,503 175,262
	1,262,402 1,198,651
	12,886 17,023 5,005,796 5,173,093
	5,018,682 5,190,116
	6,281,084 6,388,767
	3,064,455 2,582,658 747,190 2,024,424
	3,811,645 4,607,082
	3,811,645 4,607,082
	2,469,439 1,781,685
	88,660,044 85,426,969 2,259,001 2,433,896 (88,449,606) (86,079,180)
	2,469,439 1,781,685

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

6

Codeifai Ltd

Consolidated statement of changes in equity For the year ended 31 December 2024

Consolidated Balance at 1 January 2024 Loss after income tax benefit for the year Other comprehensive income for the year, net of tax Total comprehensive loss for the year Transactions with owners in their capacity as owners: Shares issued, net of transaction costs Performance rights exercised during the year Performance rights lapsed during the year Performance rights issued during the year Options granted during the year Options lapsed during the year Balance at 31 December 2024	Issued capital Foreign currency translation reserve Issued options reserve Performa nce rights reserve Accumulated losses Total equity $ $ $ $ $ $ 85,426,969 1,717,162 567,467 149,267 (86,079,180) 1,781,685 - - - - (2,580,426) (2,580,426) - (464,690) - - - (464,690)
	- (464,690) - - (2,580,426) (3,045,116) 3,233,075 - - - - 3,233,075 - - - - - - - - - - - - - - - - - - - - 499,795 - - 499,795 - - (210,000) - 210,000 -
	88,660,044 1,252,472 857,262 149,267 (88,449,606) 2,469,439

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

7

Codeifai Ltd

Consolidated statement of changes in equity For the year ended 31 December 2024

Consolidated Balance at 1 January 2023 Loss after income tax benefit for the year Other comprehensive income for the year, net of tax Total comprehensive loss for the year Transactions with owners in their capacity as owners: Shares issued, net of transaction costs Options exercised during the year Performance rights lapsed during the year Performance rights issued during the year Options granted during the year Options lapsed during the year Balance at 31 December 2023	Issued capital Foreign currency translation reserve Issued options reserve Performa nce rights reserve Accumulated losses Total equity $ $ $ $ $ $ 83,877,039 1,777,530 210,000 418,827 (81,963,109) 4,320,287 - - - - (4,459,632) (4,459,632) - (60,368) - - - (60,368)
	- (60,368) - - (4,459,632) (4,520,000) 1,479,930 - - - - 1,479,930 70,000 - - (70,000) - - - - - (343,560) 343,561 1 - - - 144,000 - 144,000 - - 357,467 - - 357,467 - - - - - -
	85,426,969 1,717,162 567,467 149,267 (86,079,180) 1,781,685

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

8

Codeifai Ltd Consolidated statement of cash flows For the year ended 31 December 2024

Note Cash flows from operating activities Receipts from customers Payments to suppliers and employees Interest received Finance costs Net cash used in operating activities 16 Cash flows from investing activities Payments for plant and equipment Payment for intangible assets Proceeds from disposal of plant and equipment Net cash used in investing activities Cash flows from financing activities Proceeds from issue of shares (net of costs) Proceeds from borrowings Net cash from financing activities Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Effect of movements in exchange rates on cash held Cash and cash equivalents at the end of the financial year 6	2024 2023 $ $ 464,551 909,193 (2,428,384) (2,974,960) 2,360 16,550 (139,431) (207,628)
	(2,100,904) (2,256,845)
	(4,396) (6,025) - (300,000) 495 1,552
	(3,901) (304,473)
	703,075 1,499,930 875,000 1,000,000
	1,578,075 2,499,930
	(526,730) (61,388) 567,572 641,408 345,059 (12,448)
	385,901 567,572

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

9

Codeifai Limited Notes to the consolidated financial statements For the year ended 31 December 2024

Note 1. Basis of Preparation

This preliminary report has been prepared in order to comply with ASX listing rules.

This report does not include all notes of the type normally included within the annual financial report and therefore cannot be expected to provide as full an understanding of the financial performance, financial position and financing and investment activities of the consolidated entity as the full financial report.

The financial report has been prepared on an accrual basis and is based on historical cost, except for financial instruments measured at fair value through profit or loss. All amounts are presented in Australian dollars and are rounded to the nearest dollar unless otherwise stated.

1(a) Going concern

The preliminary financial report has been prepared on the going concern basis, which contemplates continuity of normal business activities and the realisation of assets and settlement of liabilities in the normal course of business.

As disclosed in the preliminary financial report, the Group is in a net current liability position of $2,549,243 (31 December 2023: $3,408,431) and has net operating cash outflows of $2,100,904 (31 December 2023: $2,256,845). The Group generated a loss after tax for the year of $2,580,426 (31 December 2023: $4,459,632). The Group’s cash position decreased to $385,901 as at 31 December 2024 (31 December 2023: $567,572).

Notwithstanding the historical losses to date the directors believe that the going concern basis of preparation is appropriate due to the following reasons:

• Continuing progress in sales pipeline. Subsequent to year end, the group signed a 3-year contract for Tracer sale with an expected minimum of $130k revenue a year

• The group has the ability to make further reductions in expense if necessary.

• Subsequent to year end, the group has strategically terminated the MIT licence which will further reduce cash outflows in future periods;

• The chairman has provided a loan facility of $750,000 with a term of 12 months to the group commencing in January 2025;

• The group has signed a loan facility agreement to provide up to $2 million (subject to shareholder approval) to assist working capital;

• The Company is able to raise additional funding if required. The Company has demonstrated its ability to successfully raise capital in current and prior periods, and there is no evidence to suggest that the Company would not be able to raise necessary capital required to continue to funds its operations and obligations

10

Codeifai Limited Notes to the consolidated financial statements For the year ended 31 December 2024

The above information will be updated for additional activity undertaken and disclosed in the full 2024 annual report.

Note 2. Operating segments

The Consolidated Entity is organised into operating segments as outlined below.

Management determines operating segments based on the internal reports that are reviewed and used by the Board of Directors (who are identified as the Chief Operating Decision Makers ('CODM')) in assessing performance and in determining the allocation of resources.

The CODM reviews EBITDA (earnings before interest, tax, depreciation and amortisation). The accounting policies adopted for internal reporting to the CODM are consistent with those adopted in the consolidated financial statements.

Geographical information

2024 In $ External revenue Interest income Other income Total revenue 2023 In $ External revenue Interest income Other income Total revenue	Reportable segments Australia People’s Republic of China Thailand United States of America Total 143,098 464,370 - - 607,468 2,300 - 60 - 2,360 469 - - 200,000 200,469
	145,867 464,370 60 200,000 810,297
	Reportable segments Australia People’s Republic of China Thailand United States of America Total 129,898 251,314 - - 381,212 16,478 - 72 - 16,550 280,126 - - - 280,126
	426,502 251,314 72 - 677,888

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Codeifai Limited Notes to the consolidated financial statements For the year ended 31 December 2024

(a) Assets

2024 Reportable segments In $ Australia People’s Republic of China Thailand United States of America Total Current assets 557,788 385,836 235,111 83,667 1,262,402 Non-current assets 2,045 9,388 1,453 5,005,796 5,018,682 Total assets 559,833 395,224 236,564 5,089,463 6,281,084 2023 Reportable segments In $ Australia People’s Republic of China Thailand United States of America Total Current assets 638,070 297,377 186,808 76,396 1,198,651 Non-current assets 131,645 8,631 4,695 5,045,145 5,190,116 Total assets 769,715 306,008 191,503 5,121,541 6,388,767 ote 3. Revenue 2024 2023 $ $ Revenue Sale of goods and services 607,468 381,212 Other revenue Interest 2,360 16,550 Other income 200,469 280,126 810,297 677,888 ote 4. Finance cost Consolidated 2024 2023 Note $ $ Interest and finance charges paid/payable for financial liabilities 5 736,874 648,577 736,874 648,577	Reportable segments Australia People’s Republic of China Thailand United States of America Total 557,788 385,836 235,111 83,667 1,262,402 2,045 9,388 1,453 5,005,796 5,018,682	Reportable segments Australia People’s Republic of China Thailand United States of America Total 557,788 385,836 235,111 83,667 1,262,402 2,045 9,388 1,453 5,005,796 5,018,682	Reportable segments Australia People’s Republic of China Thailand United States of America Total 557,788 385,836 235,111 83,667 1,262,402 2,045 9,388 1,453 5,005,796 5,018,682
	559,833 395,224 236,564 5,089,463 6,281,084
	Reportable segments Australia People’s Republic of China Thailand United States of America Total 638,070 297,377 186,808 76,396 1,198,651 131,645 8,631 4,695 5,045,145 5,190,116
	769,715 306,008 191,503 5,121,541 6,388,767
			2024 2023 $ $ 607,468 381,212 2,360 16,550 200,469 280,126
			810,297 677,888
			Consolidated 2024 2023 $ $ 736,874 648,577 736,874 648,577

Note 3. Revenue

Note 4. Finance cost

12

Codeifai Limited Notes to the consolidated financial statements For the year ended 31 December 2024

Note 5. Loss for the year

The loss for the year includes the following expenses:

Note Finance costs 4 Research and development costs Depreciation and amortisation Impairment of intangible assets Rental expense on operating leases – minimum lease payments Loss/(gain) on extinguishment of financial liabilities via equity settlement	Consolidated 2024 2023 $ $ 736,874 648,577 803,859 804,885 8,039 38,032 685,696 907,797 116,707 139,288 - -
	2,351,175 2,538,579

Note 6. Cash and cash equivalents

Cash on hand Cash at bank ote 7. Trade and other receivables Trade receivables Less: allowance for doubtful debts GST/VAT receivables Collateral shares Other receivables	Consolidated 2024 2023 $ $ 1,721 1,786 384,180 565,786
	385,901 567,572
	Consolidated 2024 2023 $ $ 299,138 178,677 (78,955) (72,218)
	220,183 106,459 158,523 101,882 164,965 69,930 88,524 80,052
	632,195 358,323

Note 7. Trade and other receivables

13

Codeifai Limited Notes to the consolidated financial statements For the year ended 31 December 2024

Note 8. Other assets

ote 8. Other assets
Escrow account Rental deposits Prepaid rent Prepayments	Consolidated 2024 2023 $ $ - 929 35,550 34,070 4,408 10,384 66,845 52,111
	106,803 97,494

Note 9. Inventories

ote 9. Inventories
Finished goods – at cost Less: provision for slow-moving stock	Consolidated 2024 2023 $ $ 137,503 175,262 - -
	137,503 175,262

Note 10. Intangibles

Goodwill – at cost Less: Accumulated impairment losses Intellectual property – at cost Less: Accumulated amortisation Less: Accumulated impairment losses Customer relationships – at cost Less: Accumulated amortisation Less: Accumulated impairment losses Patent licence rights – at cost Less: Accumulated impairment losses NVISO licence Agreement – at cost Less: Accumulated amortisation Less: Accumulated impairment losses	Consolidated 2024 2023 $ $ 3,089,466 3,089,466 (3,089,466) (3,089,466)
	- -
	16,250,550 16,250,550 (4,942,153) (4,942,153) (11,308,397) (11,308,397)
	- -
	206,000 206,000 (28,000) (28,000) (178,000) (178,000)
	- -
	9,586,618 8,713,450 (4,580,822) (3,540,357)
	5,005,796 5,173,093
	350,000 350,000 (18,676) (18,676) (331,324) (331,324)
	- -

14

Codeifai Limited Notes to the consolidated financial statements For the year ended 31 December 2024

Reconciliations

Reconciliations of the written down values at the beginning and end of the current and previous financial years are set out below:

Consolidated Balance at 31 December 2023 Balance at 1 January 2024 Additional during period Accumulated amortisation Impairment loss Effect of movement in exchange rates Balance at 31 December 2024	Patent licence rights License Agreement Total $ $ $ 5,173,093 - 5,173,093
	5,173,093 - 5,173,093 - - - - - - (685,696) - (685,696) 518,399 - 518,399
	5,005,796 - 5,005,796

Patent Licence Rights

As MotifMicro development and paid commercial trials persist during the year ended 31 December 2024, the patent licence rights have not commenced amortisation, however impairment adjustments have been recorded to reflect its assessed carrying amount. MotifMicro’s development in 2023/24 has advanced through a number of technological achievements together with customers that signed first-adopter agreements to expedite its commercialisation in the market. The company is pursuing further opportunities to commercially sell MotifMicro in the future.

Impairment testing indicated that the recoverable amount of the patent licence rights were lower than the carrying amount and therefore an impairment adjustment was considered necessary as at 31 December 2024. The valuation methodology (‘value in use’ or ‘VIU’) model reflects updated forecasts and progress made on the MotifMicro technology.

The following key assumptions and results arising from the VIU methodology applied are as follows:

• Revenue growth from conversion of forecast sales pipeline for FY2025 with an annual long-term growth rate of 12.5% until 2029 that follows the industry growth rate with a long-term annual growth rate of 2% thereafter;

• Discounted cash flow modelling to 2037 with no terminal value;

• A WACC of 25% (post-tax) assuming a long-term debt/equity ratio of nil; and

• The group securing sufficient funding in future periods to continue as a going concern.

15

Codeifai Limited Notes to the consolidated financial statements For the year ended 31 December 2024

Licence Agreement

The Board has determined an impairment provision against the entire value of the NVISO licence as there is little prospect of a viable product being created from that licence in a reasonable time frame given our current focus on existing projects especially ConnectQR and roadmap priorities. We do not foresee allocating technical resources to this endeavour in the foreseeable future.

Note 11. Trade and other payables

ote 11. Trade and other payables
Trade payables Other payables and accruals	Consolidated 2024 2023 $ $ 1,358,651 945,774 1,705,804 1,636,884
	3,064,455 2,582,658

Note 12. Financial liabilities

Convertible note - (i) Related party convertible note - (i) Related party loans - (ii)	Consolidated 2024 2023 $ $ 200,223 - 81,034 - 465,933 2,024,424
	747,190 2,024,424

(i): The convertible notes for $150,000 and $25,000 dated May 29th and June 27th 2024 respectively with Flannery Foundation Pty Limited, each have a maturity date of November 1st 2025 and have an interest rate of 25% payable on maturity. The notes have a face value of $1.00 per note and are convertible subject to shareholder approval at 0.0015 per share.

(ii): The short-term borrowings from a related party as at 31 December 2024 is $380,000 (31 December 2023: $2,000,000) at the interest of 27.61% per annum (31 December 2023: 17.48%) (or part thereof) for a total of $380,000 as at balance date. 750,000,000 options are expected to be issued as a facility fee, subject to shareholders’ approval at an upcoming EGM expected before May 2025.

16

Codeifai Limited

Notes to the consolidated financial statements For the year ended 31 December 2024

Note 13. Equity – Issued capital

Consolidated 2024 2023 Shares Shares Ordinary shares – fully paid 3,150,314,015 790,461,469 Movements in ordinary share capital Details Date Balance 1 January 2024 Share issued to ATM subscription 1 May 2024 Share placements 28 June 2024 Share placements 9 August 2024 Share issued to ATM subscription 19 November 2024 Share placements 26 November 2024 Share placements 10 December 2024 Issuance as payment to service provider 20 December 2024 Less: Transaction costs on shares issued Balance 31 December 2024	2024 2023 Shares Shares 3,150,314,015 790,461,469	2024 2023 $ $ 88,660,044 85,426,969 Shares $ 790,461,469 85,426,969 17,500,000 33,075 1,500,000,000 2,250,000 333,333,333 500,000 130,000,000 130,000 121,115,538 121,116 107,903,675 99,271 150,000,000 150,000 (50,387)
		3,150,314,015 88,660,044

Ordinary shares

Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the company does not have a limited amount of authorised capital. On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.

Note 14. Equity – Reserves

Note 14. Equity – Reserves
Note Issued options reserve (a) Share-based payment reserve (b) Foreign currency translation reserve (c)	Consolidated 2024 2023 $ $ 857,262 567,467 149,267 149,267 1,252,472 1,717,162
	2,259,001 2,433,896

(a) Issued options reserve

The option reserve records items recognised as expenses on valuation of share options issued.

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Codeifai Limited Notes to the consolidated financial statements For the year ended 31 December 2024

Details Date Balance 1 January 2024 Options issued to related parties for loan establishment fee 28 June 2024 Options lapsed 30 June 2024 Options lapsed 5 July 2024 Options lapsed 5 July 2024 Balance 31 December 2024	Options $ 657,875,316 567,467 500,000,000 499,795 (315,315,316) - (70,000,000) - (70,000,000) (210,000)
	702,560,000 857,262

(b) Performance rights reserve

The share-based payment reserve is used to recognise the value of equity benefits provided to employees and directors as part of their remuneration, and other parties as part of their compensation for services rendered.

Details Date Balance 1 January 2024 Balance 31 December 2024	$ 149,267
	149,267

(c) Foreign currency translation reserve

The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations. Monetary items receivable from or payable to foreign operations whereby settlements to these receivables and payables are not planned nor likely to occur in the foreseeable future are classified as net investment in foreign operations. Exchange differences arising from monetary items that forms part of the Group’s net investment in foreign operations are recognised as foreign currency translation reserve in equity.

Note 15. Interests in subsidiaries

The consolidated financial statements incorporate the assets, liabilities, and results of the following subsidiaries:

he following subsidiaries:
		Ownership
		Interest
	Principal Place of Business	2024	2023
Name	/ Country of Incorporation	%	%
YPB Limited	Hong Kong	100	100
YPB Technology (Beijing) Ltd	People’s Republic of China	100	100
Product ID & Quality Systems (Beijing) Ltd	People’s Republic of China	100	100
YPB Group (USA) Inc.	USA	100	100
YPB Intellectual Product Protection Inc.	USA	100	100
YPB Group International Co., Ltd	Thailand	100	100
YPB Group Co., Ltd	Thailand	100	100
nTouch Pty Ltd	Australia	100	100
YPB Product Development Pty Ltd	Australia	100	100

18

Codeifai Limited Notes to the consolidated financial statements For the year ended 31 December 2024

Note 16. Reconciliation of loss after income tax to net cash used in operating activities

		Consolidated	Consolidated
		2024	2023
		$	$
Loss after income tax benefit for the year		(2,580,426)	(4,459,632)
Adjustments for:
Foreign exchange differences		(1,328,644)	11,833
Depreciation and amortisation expense		8,039	38,032
Impairment of intangible assets		685,696	907,767
Assets written off		-	18,761
Share-based payments		-	50,667
Significant non-cash finance costs		572,777	3,340
Equity-settled transactions		150,000	357,467
Other non-cash income		(200,000)	-
Change in operating assets and liabilities, net of the
effects of purchase and disposals of subsidiaries:
(Increase)/decrease in trade and other receivables		(143,386)	(29,337)
(Increase)/decrease in other assets		(9,309)	277,191
(Increase)/decrease in inventories		37,759	18,201
Increase/(decrease) in trade and other payables		706,590	548,865
Net cash used in operating activities		(2,100,904)	(2,256,845)
ote 17. Earnings per share
		2024	2023
		$	$
Loss after income tax attributable to the owners of
YPB Group Limited		(2,580,426)	(4,459,632)
		Number	Number
Weighted average number of ordinary shares used in
calculating basic/diluted earnings per share	1,732,770,270		641,712,423
		Cents	Cents
Basic/Diluted earnings per share		(0.15)	(0.69)

Note 17. Earnings per share

There are 702,560,000 in share options issued but not included in diluted earnings per share as these would have an antidilutive effect on earnings per share. These potential ordinary shares are anti-dilutive as their conversion to ordinary shares would decrease loss per share.

19

Codeifai Limited Notes to the consolidated financial statements For the year ended 31 December 2024

Note 18. Subsequent events

The following events have occurred since 31 December 2024:

1. On 30 January 2025, Codeifai and M.I.T. (Massachusetts Institute of Technology) agreed to mutually terminate the exclusive Patent licences over the following Patents and Patent families:

M.I.T Case No. 11917 US Patent No 7709544 including various non-US Patents M.I.T. Case No 15231L US Patent 14/214594 including various non-US Patents And initiate a strategic review of its material science Division in accordance with the Company's previously announced strategy of "Digital & Engagement First strategy.

The Directors consider that the termination of the M.I.T. license does not impact the carrying value of the intangible asset as the Company wholly owns the following Patents which we consider to be valuable and a blocker to competitors launching smartphone readable technologies:

• Patent covering the use of a mobile device to interact with a physical security material which comprises a phosphor (U.S. app 14/441,470 with a priority date of 2013) GRANTED October 5th 2021

• China SIPO Patent (201310109929.3) covers two or more light energy responsive materials GRANTED December 2021

• Loan facility from Executive Chairman

On January 2[nd] 2025 the Company announced that the Executive Chairman provided the Company with a $750,000 loan facility with a term of 12 months.

Other than the above, no other matter or circumstance has arisen since 31 December 2024 that has significantly affected, or may significantly affect the Consolidated Entity's operations, the results of those operations, or the Consolidated Entity's state of affairs in future financial years.

20