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CODEIFAI LIMITED — Annual Report 2025
Feb 26, 2026
64630_rns_2026-02-26_98c18a74-c43f-46cf-9abe-4f900ab79fd8.pdf
Annual Report
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1. Group details
Name of entity: Codeifai Limited ACN: 108 649 421 Reporting period: For the year ended 31 December 2025 Previous period: For the year ended 31 December 2024
2. Results for announcement to the market
| . Results for announcement to | the market | ||||
|---|---|---|---|---|---|
| 2025 | 2024 | ||||
| $ | % | $ | $ | ||
| Revenues from ordinary | |||||
| activities | Down 211,800 | 26% | to | 598,497 | 810,297 |
| Loss from ordinary activities | |||||
| after tax for the year | |||||
| attributable to the owners of | |||||
| Codeifai Limited | Up 3,705,371 | 147% | to | (6,220,138) | (2,514,767) |
| Loss for the year attributable | |||||
| to the owners of Codeifai | |||||
| Limited | Up 3,705,371 | 147% | to | (6,220,138) | (2,514,767) |
Comments
Revenue from product sales slightly down when compared with the revenue in the PcP ($598,477 in 2025 against $607,468 excluding an Income reversal of $200,469). Cash receipts increased to $836,996 against $464,551 in the PcP the improvement based on better receivables.
The loss for the Group, after providing for income tax for the year ended 31 December 2025 amounted to $6,220,138 (2024: $2,514,767). Revenue for the year was $598,497 (2024: $810,297) which represents a 26% decrease from the prior year.
Adjusted EBITDA for the year after adding back share-based payment expense amounted to a loss of $3,002,228 (2024: $1,864,972).
The Company believes our future prospects are greatly enhanced by the acquisition of the Antennae Transfer (to be re-branded QuantumAI Secure) self-service SaaS platform from Canadian listed Credissential Inc., which was closed after the year end in February 2026.
The Company also strategically pivoted to self-service SaaS in the QR code generation and management spaces with the ongoing development of ConnectQR.
Considerable focus in 2025 was attributed to product development, fees for the acquisition noted above and the costs of raising capital in an historically challenging time.
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3. Net tangible assets/(liabilities)
Net tangible assets/(liabilities) per ordinary security
| 2025 | 2024 |
|---|---|
| Cents | Cents |
| (0.00438) | (0.081) |
4. Gain and loss of control over entities
There was no gain or loss of control of entities during the year.
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 2025 (2024: 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 2025 are in the process of being audited and an unmodified opinion with a paragraph addressing material uncertainty related to going concern is expected to be issued.
10. Attachments
Details of attachment (if any):
Not applicable.
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Signed SIGN
John Houston
Date: 27 February 2026
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Codeifai Limited ACN: 108 649 421
Full Year Preliminary Report 31 December 2025
3
Codeifai Limited Contents For the year-ended 31 December 2025
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 2025
| 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 5 Loss on extinguishment of financial liabilities via equity settlement 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 |
2025 2024 $ $ 598,497 810,297 (422,098) (250,509) (6,923) (8,039) (200,000) (71,889) (862,381) (748,639) (297,815) (156,937) (335,793) (685,696) (108,833) (327,183) (116,900) (44,390) (64,524) (79,900) (275,477) (285,711) (89,401) (116,707) (448,959) (798,552) (148,491) (86,288) (2,882,117) (649,795) (50,000) - (29,977) (26,836) (438,202) (327,296) (40,744) 1,339,303 |
|---|---|
| (6,220,138) (2,514,767) - - |
|
| (6,220,138) (2,514,767) (74,867) (734,295) |
|
| (74,867) (734,295) |
|
| (6,295,005) (3,249,062) |
|
| Cents Cents (1.3) (0.14) |
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 2025
| 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 |
2025 2024 $ $ 995,752 385,901 413,447 632,195 87,053 106,803 140,914 137,503 |
|---|---|
| 1,637,166 1,262,402 |
|
| 8,597 12,886 4,313,990 5,005,796 |
|
| 4,322,587 5,018,682 |
|
| 5,959,753 **6,281,084 ** |
|
| 3,579,637 3,268,400 1,110,786 747,190 |
|
| 4,690,423 4,015,590 |
|
| 4,690,423 4,015,590 |
|
| 1,269,330 2,265,464 |
|
| 92,875,477 88,660,044 2,997,038 1,989,397 (94,604,085) (88,383,947) |
|
| 1,269,330 2,265,494 |
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 2025
| Consolidated Balance at 1 January 2025 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 Note 13 Conversion of performance rights Options granted during the year Note 14 Balance at 31 December 2025 |
Issued capital Foreign currency translation reserve Issued options reserve Performance rights reserve Accumulated losses Total equity $ $ $ $ $ $ 88,660,044 982,868 857,262 149,267 (88,383,947) 2,265,494 - - - - (6,220,138) (6,220,138) - (74,867) - - - (74,867) |
|---|---|
| - (74,867) - - (6,220,138) (6,295,005) 4,155,433 - - - - 4,155,433 60,000 - - (60,000) - - - - 1,143,408 - - 1,143,408 |
|
| 92,875,477 908,001 2,000,670 89,267 (97,604,085) 1,269,330 |
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 2025
| odeifai Ltd onsolidated statement of changes in equity or the year ended 31 December 2025 |
|
|---|---|
| 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 Options granted during the year Options lapsed during the year Balance at 31 December 2024 |
Issued capital Foreign currency translation reserve Issued options reserve Performance rights reserve Accumulated losses Total equity $ $ $ $ $ $ 85,426,969 1,717,162 567,467 149,267 (86,079,180) 1,781,685 - - - - (2,514,767) (2,514,767) - (734,294) - - - (734,294) |
| - (734,294) - - (2,514,767) (3,249,061) 3,233,075 - - - - 3,233,075 - - 499,795 - - 499,795 - - (210,000) - 210,000 - |
|
| 88,660,044 982,868 857,262 149,267 (88,383,947) 2,265,494 |
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 2025
| 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 |
2025 2024 $ $ 836,996 464,551 (3,305,068) (2,428,384) 13,853 2,360 (263,945) (139,431) |
|---|---|
| (2,718,164) (2,100,904) |
|
| - (4,396) - - 1,706 495 |
|
| 1,706 (3,901) |
|
| 2,473,063 703,075 785,000 875,000 |
|
| 3,258,063 1,578,075 |
|
| 541,605 (526,730) 385,901 567,572 68,246 345,059 |
|
| 995,752 385,901 |
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 2025
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 Group 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 $3,053,256 (31 December 2024: $2,753,188) and has net operating cash outflows of $2,718,164 (31 December 2024: $2,100,904). The Group generated a loss after tax for the year of $6,220,138 (31 December 2024: $2,514,767). The Group’s cash position increased to $995,752 as at 31 December 2025 (31 December 2024: $385,901).
Notwithstanding the historical losses to date the directors believe that the going concern basis of preparation is appropriate due to the following reasons:
-
The Group has the ability to make further reductions in expense if necessary.
-
The Group has signed a loan facility agreement to provide up to $2 million (subject to shareholder approval) to assist working capital;
-
The Group is able to raise additional funding if required. The Group has demonstrated its ability to successfully raise capital in current and prior periods, and there is no evidence to suggest that the Group would not be able to raise necessary capital required to continue to funds its operations and obligations
Should the Group be unsuccessful with the initiatives detailed above then, there is a material uncertainty that may cast significant doubt as to whether the Group may in the future be able to continue as a going concern and may therefore be required to realise assets and extinguish liabilities other than in the ordinary course of business with the amount realised being different from those shown in the financial statements.
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Codeifai Limited Notes to the consolidated financial statements For the year ended 31 December 2025
Note 2. Operating segments
The Group 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
| 2025 In $ External revenue Interest income Other income Total revenue 2024 In $ External revenue Interest income Other income Total revenue (a) Assets 2025 In $ Current assets Non-current assets Total assets |
Reportable segments Australia People’s Republic of China Thailand United States of America Total 99,183 485,194 - - 584,377 13,768 - 85 - 13,853 - 267 - - 267 |
|---|---|
| 112,951 485,461 85 - 598,497 |
|
| 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 1,077,039 338,144 138,417 83,566 1,637,166 461 7,872 264 4,313,990 4,322,587 |
|
| 1,077,500 346,016 138,681 4,397,556 5,959,753 |
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Codeifai Limited Notes to the consolidated financial statements For the year ended 31 December 2025
Note 2. Operating segments (continued)
| Reportable segments | Reportable segments | Reportable segments | |||
|---|---|---|---|---|---|
| 2024 | |||||
| Australia | People’s | Thailand | United | Total | |
| Republic | States of | ||||
| In $ | of China | America | |||
| 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 |
| Note 3. Revenue | |||||
| Consolidated | |||||
| 2025 | 2024 | ||||
| $ | $ | ||||
| Revenue | |||||
| Sale of goods and services | 584,377 | 607,468 | |||
| Other revenue | |||||
| Interest | 13,853 | 2,360 | |||
| Other income | 267 | 200,469 | |||
| 598,497 | 810,297 | ||||
| Note 4. Finance cost | |||||
| Consolidated | |||||
| 2025 | 2024 | ||||
| Note | $ | $ | |||
| Interest and finance charges paid/payable for | |||||
| financial liabilities | 5 | 297,815 | 156,937 | ||
| 297,815 | 156,937 | ||||
| Note 5. Loss for the year | |||||
| The loss for the year includes the following expenses: | |||||
| Consolidated | |||||
| 2025 | 2024 |
||||
| Note | $ | $ |
|||
| Finance costs | 4 | 297,815 | 156,937 |
||
| Research and development costs | 448,959 | 798,552 |
|||
| Depreciation and amortisation | 6,923 | 8,039 |
|||
| Impairment of intangible assets | 335,793 | 685,696 |
|||
| Rental expense on operating leases – minimum | |||||
| lease payments | 89,401 | 116,707 |
|||
| 1,178,891 | 1,765,931 | ||||
| Share based payment expense | |||||
| - Share based payments, consulting fees |
1,369,797 | 150,000 |
|||
| - Share based payment expense, borrowing costs |
1,512,320 | 499,795 |
|||
| 2,882,117 | 649,795 |
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Codeifai Limited Notes to the consolidated financial statements For the year ended 31 December 2025
Note 6. Cash and cash equivalents
| Cash on hand Cash at bank Note 7. Trade and other receivables Trade receivables Less: allowance for doubtful debts GST/VAT receivables Collateral shares Other receivables Note 8. Other assets Rental deposits Prepaid rent Prepayments Note 9. Inventories Finished goods – at cost Less: provision for slow-moving stock |
Consolidated 2025 2024 $ $ 2,893 1,721 992,859 384,180 |
|---|---|
| 995,752 385,901 |
|
| Consolidated 2025 2024 $ $ 212,749 299,138 (74,065) (78,955) 138,684 220,183 103,330 158,523 83,115 164,965 88,318 88,524 413,447 632,195 Consolidated 2025 2024 $ $ 28,119 35,550 6,650 4,408 52,284 66,845 87,053 106,803 Consolidated 2025 2024 $ $ 140,914 137,503 - - 140,914 137,503 |
13
Codeifai Limited Notes to the consolidated financial statements For the year ended 31 December 2025
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 2025 2024 $ $ 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) |
|
| - - |
|
| 9,004,826 9,586,618 (4,690,836) (4,580,822) |
|
| 4,313,990 5,005,796 |
|
| 350,000 350,000 (18,676) (18,676) (331,324) (331,324) |
|
| - - |
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 2024 Balance at 1 January 2025 Additional during period Accumulated amortisation Impairment loss Effect of movement in exchange rates Balance at 31 December 2025 |
Patent licence rights Total $ $ 5,005,796 5,005,796 |
|---|---|
| 5,005,796 5,005,796 - - - - (335,793) (335,793) (356,013) (356,013) |
|
| 4,313,990 4,313,990 |
14
Codeifai Limited Notes to the consolidated financial statements For the year ended 31 December 2025
Note 10. Intangibles (continued)
Patent Licence Rights
MotifMicro development and commercial trials persist during the year ended 31 December 2025, 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 advanced through a number of technological achievements together with customers that signed first-adopter agreements to expedite its commercialisation in the market. However, China’s restrictions on the export of rare earth materials which commenced in late 2024 (of which MotifMicro is classified) will necessitate a change in strategy moving forward by concentrating development and sales efforts in China which is reflected in this analysis.
The Group is pursuing further opportunities to commercially sell MotifMicro in the future in China by focussing on industry licenses, targeting FMCG, Tobacco, Alcohol to name a few chosen industries.
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 2025. 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 FY2026 with an annual long-term growth rate of 12.5% until 2030 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.
Note 11. Trade and other payables
| ote 11. Trade and other payables | |
|---|---|
| Trade payables Other payables and accruals |
Consolidated 2025 2024 $ $ 1,438,078 1,528,160 2,141,558 1,740,240 |
| 3,579,636 3,268,400 |
15
Codeifai Limited Notes to the consolidated financial statements For the year ended 31 December 2025
Note 12. Financial liabilities
| Convertible note - (i) Related party convertible note - (i) Related party loans - (ii) |
Consolidated 2025 2024 $ $ 243,973 200,223 98,534 81,034 768,279 465,933 |
|---|---|
| 1,110,786 747,190 |
(i): The convertible notes for $150,000 and $25,000 dated May 29th and June 27th 2024 respectively with Flannery Foundation Pty Limited, each had 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 were convertible subject to shareholder approval at 0.015 per share. The maturity date has now been extended to 31 March 2026 and the conversion rate has been amended to $0.01, subject to shareholder approval.
(ii): The short-term borrowings from a related party as at 31 December 2025 amount to $750,000 (31 December 2024: $380,000) at the interest of 27.61% per annum (31 December 2024: 27.61%) (or part thereof) for a total of $750,000 as at balance date. 75,000 options were issued as a facility fee at the AGM on 8 May 2025.
16
Codeifai Limited Notes to the consolidated financial statements For the year ended 31 December 2025
Note 13. Equity – Issued capital
| Note 13. Equity – Issued capital | al | |
|---|---|---|
| Consolidated 2025 2024 Shares Shares Ordinary shares – fully paid 695,211,509 3,150,314,015 Movements in ordinary share capital Details Date Balance 1 January 2025 Conversion of performance rights 18 Feb 2025 Issuance as payment for the fee establishment to the lenders 7 May 2025 Consolidation 10:1 21 May 2025 Share placement 6 Jun 2025 Issuance as payment to service provider 27 Jun 2025 Issuance as payment to service provider 27 Jun 2025 Issuance as payment for the fee to the lenders 27 Jun 2025 Issuance as payment to service provider 2 Jul 2025 Shares issued on conversion of loans 11 Jul 2025 Share placements 7 Aug 2025 Shares issued on conversion of loans 8 Aug 2025 Shares issued on conversion of loans 8 Aug 2025 Shares issued on conversion of loans 13 Aug 2025 Shares issued on conversion of loans 31 Dec 2025 Issuance as payment to service provider 31 Dec 2025 Less: Transaction costs on shares issued Balance 31 December 2025 |
2025 2024 Shares Shares 695,211,509 3,150,314,015 |
2025 2024 $ $ 92,875,477 88,660,044 Shares $ 3,150,314,015 88,660,044 20,000,000 60,000 90,000,000 250,000 326,031,401 88,955,044 98,411,602 570,000 5,995,066 71,899 12,500,000 125,015 6,416,199 37,214 19,634,032 97,086 2,912,294 32,000 117,350,000 2,347,000 26,210,651 180,969 14,706,250 55,015 8,785,723 250,000 2,624,021 12,333 53,634,270 429,074 - (302,172) |
| 695,211,509 92,875,477 |
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Group in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the Group 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.
17
Codeifai Limited Notes to the consolidated financial statements For the year ended 31 December 2025 Note 14. Equity – Reserves
| Codeifai Limited Notes to the consolidated financial statements For the year ended 31 December 2025 Note 14. Equity – Reserves |
|
|---|---|
| Note Issued options reserve (a) Share-based payment reserve (b) Foreign currency translation reserve (c) |
Consolidated 2025 2024 $ $ 2,000,670 857,262 89,267 149,267 908,001 982,867 |
| 2,997,938 1,989,396 |
(a) Issued options reserve
The option reserve records items recognised as expenses on valuation of share options issued.
| issued. | |
|---|---|
| Details Date Balance 1 January 2025 Consolidation 10:1 21 May 2025 Options issued as partial settlement of the JH loans 6 June 2025 Options issued as broker fees 27 June 2025 Options granted to investors of capital raise 8 August 2025 Options issued as 1 July 2025 Options granted to investors of capital raise 30 December 2025 Options issued as broker fees 30 December 2025 Options issued as broker fees 31 December 2025 Options issued for Advisory Board 30 December 2025 Options lapsed 31 December 2025 Balance 31 December 2025 |
Options $ 702,560,000 857,262 70,256,000 857,262 75,000,000 707,436 30,089,396 192,454 24,417,316 - 19,634,032 94,202 58,675,000 - 58,825,000 148,730 150,000 586 3,200,000 - (256,000) - |
| 339,990,744 2,000,670 |
(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.
| as part of their compensation for services rendered. | |
|---|---|
| Details Date Balance 1 January 2025 Conversion of performance rights 18 February 2025 Balance 31 December 2025 |
$ 149,267 (60,000) |
| 89,267 |
(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.
18
Codeifai Limited Notes to the consolidated financial statements For the year ended 31 December 2025
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 | 2025 | 2024 | |
| 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 |
Note 16. Reconciliation of loss after income tax to net cash used in operating activities
| ote 16. Reconciliation of loss after income tax to net cash | used in operating activities |
|---|---|
| Loss after income tax benefit for the year Adjustments for: Foreign exchange differences Depreciation and amortisation expense Impairment of intangible assets Non-cash borrowing costs Share based payments Other non-cash items Change in operating assets and liabilities, net of the effects of purchase and disposals of subsidiaries: Decrease/(increase) in trade and other receivables Decrease/(increase) in other assets (Increase)/decrease in inventories Increase in trade and other payables Net cash used in operating activities |
Consolidated 2025 2024 $ $ (6,220,138) (2,514,767) - (1,162,827) 6,923 8,039 335,793 685,696 1,512,320 492,635 1,369,797 150,000 (269,183) (200,000) 218,748 (273,872) 19,750 (9,309) (3,411) 37,759 311,237 685,742 |
| (2,718,164) (2,100,904) |
19
Codeifai Limited
Notes to the consolidated financial statements For the year ended 31 December 2025
Note 17. Earnings per share
| ote 17. Earnings per share | |
|---|---|
| Loss after income tax attributable to the owners of YPB Group Limited Weighted average number of ordinary shares used in calculating basic/diluted earnings per share ¹Before 10:1 consolidation on 21 May 2025 Basic/Diluted earnings per share |
2025 2024 $ $ (6,220,138) (2,514,767) |
| Number Number 469,189,328 1,732,770,270¹ Cents Cents (1.3) (0.14) |
There are 339,990,734 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.
Note 18. Subsequent events
No matter or circumstance has arisen since 31 December 2025 that has significantly affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years.
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