POINTERRA LIMITED — Interim / Quarterly Report 2024

Feb 28, 2024

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Appendix 4D

INTERIM FINANCIAL REPORT

FOR THE HALF YEAR ENDED 31 DECEMBER 2023

POINTERRA LIMITED ABN 39 078 388 155

1. Company details

POINTERRA LIMITED

ABN or equivalent company reference	ABN or equivalent company reference	Financial period ended (‘current period’)	Financial period ended (‘current period’)	Financial period ended (‘previous period’)
39 078 388 155		31 December 2023		31 December 2022

2.	2.	Results for announcement to the market
	2.1. 2.2. 2.3.	Revenue Down 36% to 2,447,192 Profit (loss) after tax Up 45% to (4,584,490) Net profit (loss) for the period attributable to members Up 45% to (4,584,490)
	2.4.	Dividends It is not proposed to pay dividends.
	2.5.	Record date for determining entitlements to the final dividend. N/A
	2.6.	Brief explanation of any of the figures in 2.1 to 2.4 above necessary to enable the figures to be
		understood.
	Please refer to the attached Interim Financial Report for the Half-Year ended 31 December 2023 for further information.

3. NTA Backing

Current Period Previous Corresponding Period	Current Period Previous Corresponding Period	Current Period Previous Corresponding Period
Net tangible asset backing per ordinary security	($0.0046)	($0.0005)

Pointerra Limited ABN 39 078 388 155

Appendix 4D

HALF YEAR REPORT FOR THE PERIOD ENDED 31 DECEMBER 2023

4. Control gained over entities

Name of entity (or group of entities) N/A Date control gained N/A

5. Dividend Reinvestment Plans

The company does not have a dividend reinvestment plan.

6. Details of associates and joint venture entities

There are no associates or joint venture entities.

7. Statement of compliance in regards to audit

If the accounts are subject to audit dispute or qualification, details are described below.

N/A

Sign here: Date: 29 February 2024

Non-Executive Director & Company Secretary

Print name: Neville Bassett

Pointerra Limited ABN 39 078 388 155

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Interim Financial Report For the Half-Year Ended 31 December 2023

ABN 39 078 388 155

This interim financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 30 June 2023, and any public announcements made by Pointerra Limited during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.

Corporate Information

Pointerra Limited

ABN 39 078 388 155

Directors

Ian Olson, Managing Director Neville Bassett, Non-Executive Director (Chairman) Damon Fieldgate, Non-Executive Director

Company Secretary

Neville Bassett

Registered Office

Level 4, 216 St Georges Terrace Perth, WA 6000

Telephone: +61 8 6268 2622 Facsimile: +61 8 6268 2699

Principal Office

Level 2, 27 Railway Road Subiaco, WA 6008

Auditor

Hall Chadwick WA Audit Pty Ltd 283 Rokeby Road Subiaco, WA 6008

Share Registry

Advanced Share Registry Services Ltd 110 Stirling Highway Nedlands, WA 6009

Email: admin@advancedshare.com.au Telephone: +61 8 9389 8033 Facsimile: +61 8 9262 3723

Solicitors

Steinepreis Paganin Level 4, The Read Buildings 16 Milligan Street Perth, WA 6000 Telephone: +61 8 9321 4000 Facsimile: +61 8 9262 3723

Stock Exchange Listing

Internet

Website: www.pointerra.com Email: info@pointerra.com

Pointerra Limited shares are listed on the Australian Securities Exchange (ASX Code: 3DP)

Contents

Contents
Directors’ Report	2
Auditor’s Independence Declaration	6
Condensed Consolidated Statement of Proft or Loss and Other Comprehensive Income	8
Condensed Consolidated Statement of Financial Position	9
Condensed Consolidated Statement of Changes in Equity	10
Condensed Consolidated Statement of Cash Flows	11
Notes to the Condensed Financial Statements	12
Directors’ Declaration	19
Independent Auditor’s Review Report	20

About

Pointerra is a leading global geospatial technology company that is changing the way people use 3D data to build digital twins and manage the physical world.

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INTERIM FINANCIAL REPORT FOR THE HALF-YEAR ENDED 31 DECEMBER 2023 | POINTERRA LIMITED | ABN 39 078 388 155

1

Directors’ Report

Your Directors present their report on Pointerra Limited for the half-year ended 31 December 2023.

The names of the directors in office at any time during or since the end of the half-year are:

NAME OF PERSON	POSITION	DATE APPOINTED	DATE RESIGNED
Mr Ian Olson	ManagingDirector	30 June 2016
Mr Neville Bassett	Non-Executive Chairman	30 June 2016
Mr Damon Fieldgate	Non-Executive Director	13 November 2023
Mr Paul Farrell	Non-Executive Director	9 November 2018	13 November 2023
Mr Neville Bassett	Company Secretary

Results

The operating loss after income tax for the half-year amounted to $4,584,490 (31 December 2022: $3,171,186) after noncash expenses of $922,232 (31 December 2022: ($298,501)).

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INTERIM FINANCIAL REPORT FOR THE HALF-YEAR ENDED 31 DECEMBER 2023 | POINTERRA LIMITED | ABN 39 078 388 155

2

Review of

Commentary on the results for the half-year ended 31 December 2023

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H1 revenue and cash receipts negatively impacted by large US customer program delays, now resolving during H2 as programs deploy.

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H1 loss A$3.7 million before non-cash items compared to A$3.45 million in previous period (A$0.25 million, up 6%).

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Expansion in sales pipeline as existing customers re-commit and grow spend, and leadership level engagement with Tier-1 customers and qualified prospects.

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Well placed for growth in existing customer spend and new enterprise contract awards in H2, which will in turn expand the Company’s Annual Recurring Revenue (ARR).

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INTERIM FINANCIAL REPORT FOR THE HALF-YEAR ENDED 31 DECEMBER 2023 | POINTERRA LIMITED | ABN 39 078 388 155

3

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Revenue and Cash Receipts

Operating Costs, Platform R&D Development

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INTERIM FINANCIAL REPORT FOR THE HALF-YEAR ENDED 31 DECEMBER 2023 | POINTERRA LIMITED | ABN 39 078 388 155

4

Outlook

Delays in customer programs, invoicing and receivables collections deferred potential customer receipts into Q3 and Q4 and prevented a cashflow positive half-year period. The large US customer program delays that were experienced during calendar 2023 are now resolving with improvement expected during H2 FY24.

Much like in previous financial years, H2 is expected to outperform H1 primarily driven by deployment of aforementioned customer programs, growth in existing customer spend, new enterprise contract awards and sales execution arising from new strategic reseller & partnership agreements.

H2 FY24 offers the opportunity to showcase this capability with a view to the delivery of a positive H2 earnings result for the Company.

Auditor’s Independence Declaration

The lead auditor’s independence declaration under section 307C of the Corporations Act 2001 is set out on page 6 for the half-year ended 31 December 2023.

This Report is signed in accordance with a resolution of the Board of Directors.

On behalf of the Board of Directors.

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Ian Olson Managing Director 29 February 2024

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INTERIM FINANCIAL REPORT FOR THE HALF-YEAR ENDED 31 DECEMBER 2023 | POINTERRA LIMITED | ABN 39 078 388 155

5

Auditor’s Independence Declaration

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To the Board of Directors

AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE CORPORATIONS ACT 2001

As lead audit Director for the review of the financial statements of Pointerra Limited for the half year ended 31 December 2023, I declare that to the best of my knowledge and belief, there have been no contraventions of:

• the auditor independence requirements of the Corporations Act 2001 in relation to the review; and

• any applicable code of professional conduct in relation to the review.

Yours Faithfully,

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HALL CHADWICK WA AUDIT PTY LTD D M BELL CA
Director
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Dated this 29[th] day of February 2024 Perth, Western Australia

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INTERIM FINANCIAL REPORT FOR THE HALF-YEAR ENDED 31 DECEMBER 2023 | POINTERRA LIMITED | ABN 39 078 388 155

6

INTERIM FINANCIAL REPORT FOR THE HALF-YEAR ENDED 31 DECEMBER 2023 | POINTERRA LIMITED | ABN 39 078 388 155 7

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Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income for the half-year ended 31 December 2023

Note Revenue from continuing operations 4 Other income 4 Cost of platform services Cost of non-recurring project services Employee benefits expense Administrative expenses Advertising and marketing expenses Compliance and regulatory expenses Research and development expenses Other expenses 5 Depreciation and amortisation expenses Share-based payment expenses 10 Loss before income tax Income tax expense Loss after income tax for the year Other comprehensive income Items that may be reclassified subsequently to profit or loss: Exchange differences on translating foreign operations Total comprehensive loss for the period attributable to members of the Company Basic and diluted loss per share (cents per share)	31 December 2023 $ 31 December 2022 $ 2,447,192 3,819,277 1,375 248,411 (408,669) (357,807) (664,082) (1,579,683) (3,008,135) (2,644,226) (357,183) (7,341) (99,683) (102,644) (228,257) (276,320) (1,069,108) (1,332,749) (275,708) (1,236,605) (79,969) (86,998) (842,263) 385,499
	(4,584,490) (3,171,186) - -
	(4,584,490) (3,171,186) 56,684 4,658 (4,527,806) (3,166,528)
	(0.65) (0.47)

The accompanying notes form part of these condensed financial accounts

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INTERIM FINANCIAL REPORT FOR THE HALF-YEAR ENDED 31 DECEMBER 2023 | POINTERRA LIMITED | ABN 39 078 388 155

8

Condensed Consolidated Statement of Financial Position

as at 31 December 2023

Note ASSETS Current assets Cash and cash equivalents 6 Trade and other receivables 7 Other Total current assets Non-current assets Plant and equipment Intangible assets Right of use assets Total non-current assets Total assets LIABILITIES Current liabilities Trade and other payables Lease Liabilities Contract liabilities 8 Other liabilities Provisions Total current liabilities Non-current liabilities Lease Liabilities Total non-current liabilities Total liabilities Net (liabilities) / assets EQUITY Issued capital 9 Reserves 10 Accumulated losses Total equity	31 December 2023 $ 30 June 2023 $ 1,538,182 1,491,823 605,669 2,722,715 91,554 68,985
	2,235,405 4,283,523
	71,478 101,421 66,978 59,854 213,245 237,221
	351,701 398,496
	2,587,106 4,682,019
	2,518,733 2,615,012 81,092 81,092 2,270,503 2,712,339 40,507 - 693,511 639,089
	5,604,346 6,047,532
	190,155 215,789
	190,155 215,789
	5,794,501 6,263,321
	(3,207,395) (1,581,302)
	16,015,523 13,856,745 4,208,335 3,408,716 (23,431,253) (18,846,763)
	(3,207,395) (1,581,302)

The accompanying notes form part of these condensed financial accounts

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INTERIM FINANCIAL REPORT FOR THE HALF-YEAR ENDED 31 DECEMBER 2023 | POINTERRA LIMITED | ABN 39 078 388 155

9

Condensed Consolidated Statement of Changes in Equity

for the half-year ended 31 December 2023

		Share-based
	Issued	payments	Foreign exchange	Accumulated
	Capital	reserves	reserve	Losses	Total
	$	$	$	$	$
Balance at 1 July 2022	13,836,745	3,793,208	37,508	(14,378,425)	3,289,036
Loss for the half-year	-	-	-	(3,171,186)	(3,171,186)
Other comprehensive income	-	-	4,658	-	4,658
Total comprehensive loss for the	-	-	4,658	(3,171,186)	(3,166,528)
period
Transactions with owners directly
in equity
Issuance of shares in lieu of services	20,830	-	-	-	20,830
Share-based payments	-	(385,499)	-	-	(385,499)
Balance at 31 December 2022	13,857,575	3,407,709	42,166	(17,549,611)	(242,161)
		Share-based
	Issued	payments	Foreign exchange	Accumulated
	Capital	reserves	reserve	Losses	Total
	$	$	$	$	$
Balance at 1 July 2023	13,856,745	3,407,709	1,007	(18,846,763)	(1,581,302)
Loss for the half-year	-	-	-	(4,584,490)	(4,584,490)
Other comprehensive income	-	-	56,684	-	56,684
Total comprehensive loss for the	-	-	56,684	(4,584,490)	(4,527,806)
period
Transactions with owners directly
in equity
Shares issued net of issue costs	2,027,850	-	-	-	2,027,850
Issuance of shares in lieu of services	31,600	-	-	-	31,600
Share-based payments	99,328	742,935	-	-	842,263
Balance at 31 December 2023	16,015,523	4,150,644	57,691	(23,431,253)	(3,207,395)

The accompanying notes form part of these condensed financial accounts

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INTERIM FINANCIAL REPORT FOR THE HALF-YEAR ENDED 31 DECEMBER 2023 | POINTERRA LIMITED | ABN 39 078 388 155

10

Condensed Consolidated Statement of Cash Flows

for the half-year ended 31 December 2023

Note Cash flows from operating activities Proceeds from customers Payments to suppliers and employees Interest received Government tax incentives received Net cash used in operating activities Cash flows from investing activities Payments to acquire property, plant and equipment Payments to acquire intangible assets Net cash used in investing activities Cash flows from financing activities Net proceeds from shares issued Payments for leases Net cash provided by/(used in) financing activities Net increase (decrease) in cash held Effect of movement in exchange rates on cash held Cash and cash equivalents at beginning of the period Cash and cash equivalents at end of the period 6	31 December 2023 $ 31 December 2022 $ 3,378,239 5,248,090 (6,181,053) (6,313,355) 1,231 - 886,241 130,789
	(1,915,342) (934,476)
	(12,864) (5,486) (26,984) (5,658)
	(39,848) (11,144)
	2,009,407 - (27,354) (32,025)
	1,982,053 (32,025)
	26,863 (977,645) 19,496 129,559 1,491,823 3,596,423
	1,538,182 2,748,337

The accompanying notes form part of these condensed financial accounts

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INTERIM FINANCIAL REPORT FOR THE HALF-YEAR ENDED 31 DECEMBER 2023 | POINTERRA LIMITED | ABN 39 078 388 155

11

Notes to the Condensed Financial Statements

for the half-year ended 31 December 2023

NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

Material accounting policy information

These general purpose financial statements for the interim half-year reporting period ended 31 December 2023 have been prepared in accordance with Australian Accounting Standard AASB 134 'Interim Financial Reporting' and the Corporations Act 2001, as appropriate for for-profit oriented entities. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 'Interim Financial Reporting'.

These general purpose financial statements do not include all the notes of the type normally included in annual financial statements. Accordingly, these financial statements are to be read in conjunction with the annual report for the year ended 30 June 2023 and any public announcements made by the company during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.

The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, unless otherwise stated.

New or amended Accounting Standards and Interpretations adopted

The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period.

Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.

Critical accounting estimates and judgements

The preparation of financial reports requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reporting amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. In preparation the interim consolidated financial statements, the significant judgements made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were consistent with those that applied to the annual consolidated financial statements as at and for the year ended 30 June 2023.

Going concern

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

As at 31 December 2023, the Company had cash and cash equivalents of $1,538,182 (30 June 2023: $1,491,823) and had a working capital deficit of $3,368,941 (30 June 2023: $1,764,009). The Company incurred a loss after tax of $4,584,490 for the half year (31 December 2022: $3,171,186) after non-cash expenses of $922,232 and net cash outflows from operating activities of $1,915,342 (31 December 2022: $934,476). Included in the working capital deficit was deferred revenue of $2,270,503 (30 June 2023: $2,712,339) which will result in minimal cash outflows when realised in future reporting periods, and employee provisions of $693,511 (30 June 2023: $639,089).

7 February 2024, the Company completed a Placement with existing shareholder for 13,000,000 new fully paid ordinary shares at $0.08 per share, raising $1.04 million.

The Directors have prepared a cash flow forecast which indicates that the Company will have sufficient cash flows to meet all commitments and working capital requirements for the twelve-month period from the date of signing this financial report. The Directors believe it is appropriate to prepare these accounts on a going concern basis because of the following factors:

• the Directors have a strategy to grow revenue and generate positive cash flows from operations; and/or

• the Company can curtail discretionary expenditure as and when required in order to manage cash outflows.

Based on the cashflow forecast and other factors referred to above, the Directors are satisfied that the going concern basis of preparation is appropriate. Should this not occur, or not occur on a sufficiently timely basis, there is a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern and therefore, the Company may be unable to realise its assets and discharge its liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or to the amount

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12 INTERIM FINANCIAL REPORT FOR THE HALF-YEAR ENDED 31 DECEMBER 2023 | POINTERRA LIMITED | ABN 39 078 388 155

Notes to the Condensed Financial Statements

for the half-year ended 31 December 2023

and classification of liabilities that might result should the Company be unable to continue as a going concern and meet its debts as and when they fall due.

Comparatives

When required by accounting standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year. During the reporting period, line items of previous corresponding period in the Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income have been reclassified to be more aligned with nature of expense and enhance comparability of information including: reallocation from administrative expenses of $2,955,616 to employee benefits expense and $1,227,452 to cost of non-recurring project services; $563,597 from research and development expense to employee benefits expense; $252,207 from other expenses to employee benefits expense; $357,807 from research and development expense to cost of platform services and $86,998 from other expenses to depreciation and amortisation expenses.

NOTE 2. MATTERS SUBSEQUENT TO THE END OF THE HALF YEAR

No matter or circumstance has arisen since 31 December 2023 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, apart from:

• On 7 February 2024, the Company completed a Placement with existing shareholder for 13,000,000 new fully paid ordinary shares at $0.08 per share, raising $1.04 million.

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INTERIM FINANCIAL REPORT FOR THE HALF-YEAR ENDED 31 DECEMBER 2023 | POINTERRA LIMITED | ABN 39 078 388 155

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Notes to the Condensed Financial Statements

for the half-year ended 31 December 2023

NOTE 3. OPERATING SEGMENTS

Operating segment information: For the half-year ended 31 December 2023 Segment revenue and other income Segment expenditure Segment result Material expenditure items Employee benefits expense Cost of services Research and development expenses Share based payments expense Assets and liabilities by geographical segment as at 31 December 2023 Segment assets Segment liabilities For the half-year ended 31 December 2022 Segment revenue and other income Segment expenditure Segment result Material expenditure items Employee benefits expense Cost of services Research and development expenses Share based payments expense Assets and liabilities by geographical segment as 30 June 2023 Segment assets Segment liabilities
	Australia United States Adjustments/ Eliminations Total
	$ $ $ $
	2,253,694 1,618,409 (1,423,536) 2,448,567 (3,063,384) (2,662,272) (1,307,401) (7,033,057)
	(809,690) (1,043,863) (2,730,937) (4,584,490) (1,349,136) (1,658,999) - (3,008,135) (442,437) (630,314) - (1,072,751) (1,069,108) - - (1,069,108) (842,263) - - (842,263) 6,659,859 505,248 (4,578,001) 2,587,106 4,209,936 5,111,915 (3,527,350) 5,794,501
	Australia United States Adjustments/ Eliminations Total
	$ $ $ $
	1,095,706 2,971,982 - 4,067,688 (2,894,441) (4,344,433) - (7,238,874)
	(1,798,735) (1,372,451) - (3,171,186) (805,294) (1,838,932) - (2,644,226) (303,985) (1,633,505) - (1,937,490) (1,332,749) - - (1,332,749) (385,499) - - (385,499)
	5,424,774 1,995,233 (2,737,988) 4,682,019 3,643,321 4,307,337 (1,687,337) 6,263,321

Identification of reportable operating segments

The consolidated entity is organised into two operating segments based on geographical regions where products and services provided. These operating segments are 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. There is no aggregation of operating segments.

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 financial statements.

Types of products and services

The principal products and services of each of these operating segments are as follows:

Australia Cloud-based 3D digital twin United States Cloud-based 3D digital twin

Intersegment transactions

Intersegment transactions were made at market rates. Intersegment transactions are eliminated on consolidation.

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14 INTERIM FINANCIAL REPORT FOR THE HALF-YEAR ENDED 31 DECEMBER 2023 | POINTERRA LIMITED | ABN 39 078 388 155

Notes to the Condensed Financial Statements

for the half-year ended 31 December 2023

Intersegment loans are initially recognised at the consideration received. Intersegment loans are eliminated on consolidation.

Major customers

During the half-year ended 31 December 2023, approximately $1.13 million of the consolidated entity's external revenue was derived from sales to one United States customer. No other single customers contributed 10% or more of the Company’s revenue for the year.

NOTE 4. REVENUE AND OTHER INCOME

Revenue from contracts with customers Subscription and project revenue Other income Other Interest income Disaggregation of revenue The disaggregation of revenue from contracts with customers is as follows: Geographical regions Australia United States OTE 5. OTHER EXPENSES Legal fees Bad debts Travel expenses General operating expense OTE 6. CASH AND CASH EQUIVALENTS Cash at bank Deposits on call		31 December 2023 $ 31 December 2022 $ 2,447,192 3,819,277 2,447,192 3,819,277 - 248,411 1,375 - 1,375 248,411 828,783 1,095,706 1,618,409 2,723,571 2,447,192 3,819,277 31 December 2023 $ 31 December 2022 $ (38,202) - 15,774 (502,204) (185,509) (401,976) (67,771) (332,425)
		(275,708) (1,236,605)
		31 December 2023 $ 30 June 2023 $ 1,487,656 1,441,297 50,526 50,526
		1,538,182 1,491,823

NOTE 5. OTHER EXPENSES

NOTE 6. CASH AND CASH EQUIVALENTS

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INTERIM FINANCIAL REPORT FOR THE HALF-YEAR ENDED 31 DECEMBER 2023 | POINTERRA LIMITED | ABN 39 078 388 155

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Notes to the Condensed Financial Statements

for the half-year ended 31 December 2023

NOTE 7. TRADE AND OTHER RECEIVABLES

Trade receivables Research and development tax incentive receivable NOTE 8. CONTRACT LIABILITIES Contract liabilities – deferred revenue	31 December 2023 $ 30 June 2023 $ 605,669 1,832,715 - 890,000
	605,669 2,722,715
	2,270,503 2,712,339
	2,270,503 2,712,339

Unsatisfied performance obligations

The aggregate amount represents performance obligations that are unsatisfied at the end of the reporting period was and is expected to be recognised as revenue in future periods.

NOTE 9. ISSUED CAPITAL

713,855,586 (30 June 2023: 677,806,204) fully paid ordinary shares of which 56,500,000 (30 June 2023: 42,000,000) are loan shares Movements in ordinary share capital Balance at 30 June 2022 Proceeds from loan shares Balance at 30 June 2023 Share issue – Lieu of services Share issue – Placement Share issue – Share Purchase Plan Share issue – US employment agreement and settlement (Note 10) Share issue – Employee loan shares Share issue costs Balance at 31 December 2023	16,015,523 13,856,745
	$ No.
	13,836,745 677,806,204 20,000 -
	13,856,745 677,806,204
	31,600 430,000 2,000,000 16,666,667 195,000 1,624,989 99,328 2,827,726 - 14,500,000 (167,150) -
	16,015,523 713,855,586

Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of 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. There is no current on-market share buy-back.

NOTE 10. RESERVES

Share-based payments reserve Balance at beginning of period Employee loan shares vesting over multiple periods Performance rights forfeited during the period Performance rights/options vesting over multiple periods Balance at end of period	31 December 2023 $ 30 June 2023 $ 3,407,709 3,793,208 537,365 - - (402,940) 205,570 17,441
	4,150,644 3,407,709

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INTERIM FINANCIAL REPORT FOR THE HALF-YEAR ENDED 31 DECEMBER 2023 | POINTERRA LIMITED | ABN 39 078 388 155

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Notes to the Condensed Financial Statements

for the half-year ended 31 December 2023

Foreign exchange reserves Balance at beginning of period Foreign currency translation difference Balance at end of period	1,007 37,508 56,684 (36,501)
	57,691 1,007

Performance Rights

Class	Opening	Forfeited	Exercised	Closing
	balance			balance
Tranche 1
Performance Rights	2,000,000	-	(2,000,000)	-
Tranche 2
Performance Rights	-	-	-	-
Tranche 3
Performance Rights	-	-	-	-
Total	2,000,000	-	(2,000,000)	-

Share in leu of vested Tranche 1 Performance Rights were issued during the half-year to Airovant founder employees, pursuant to the Company’s employee incentive share plan, together with additional settlement shares. Refer to Note 9.

Employee loan shares

Class	Opening	Additions	Exercised	Forfeited	Closing
	balance				balance
Loan shares	42,000,000	14,500,000	-	-	56,500,000
	42,000,000	14,500,000	-	-	56,500,000

Employee loan shares

During the half-year, remuneration in the form of 11,000,000 loan shares with no vesting conditions were issued to employees and 3,500,000 loan shares with vesting conditions were issued to employees.

			Share price					Risk free
	Number		at issue	Exercise	Vesting	Expected		interest
Participant	issued	Grant date	date	price	conditions	volatility	Expiry date	rate	Valuation
Employees	11,000,000	24/08/2023	$0.098	$0.090	-	100.63%	24/08/2028	3.85%	$532,400

			Share price					Risk free
	Number		at issue	Exercise	Vesting	Expected		interest
Participant	issued	Grant date	date	price	conditions	volatility	Expiry date	rate	Valuation
Employee	3,500,000	24/08/2023	$0.098	$0.010	Refer below	100.63%	24/08/2028	3.85%	$234,900

An amount of $537,365 has been recognised within share-based payments expense in Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income for the current half-year, in respect of these awards.

Loan shares terms and conditions

The key terms of the Employee Share Plan and of each limited recourse share loan provided under the Plan are as follows:

• The loan is interest free;

• The loan made available to a Participant shall be applied by the Company directly toward payment of the issue price of the shares;

• The loan repayment date is 5 years from the date of issue;

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INTERIM FINANCIAL REPORT FOR THE HALF-YEAR ENDED 31 DECEMBER 2023 | POINTERRA LIMITED | ABN 39 078 388 155

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Notes to the Condensed Financial Statements

for the half-year ended 31 December 2023

• A participant must repay the loan in full by the loan repayment date but may elect to repay the loan amount in respect of any or all of the shares at any time prior to the loan repayment date;

• The Company shall have a lien over the shares in respect of which a loan is outstanding and the Company shall be entitled to sell those Shares in accordance with the terms of the ISP;

• A loan will be non-recourse except against the shares held by the Participant to which the loan relates;

• The Board may, in its absolute discretion, agree to forgive a loan made to a participant; and

• The total loan equal to exercise price per Share which shall be deemed to have been drawn down at settlement upon issue of the loan shares.

Sale of loan shares

Shares may be subject to restriction conditions (such as a period of employment) which must be satisfied before the shares can be sold, transferred, or encumbered. Shares cannot be sold, transferred or encumbered until any loan in relation to the shares has been repaid or otherwise discharged under the ISP.

Vesting conditions 3.5 million loan shares

The loan shares represent an option arrangement subject to the following vesting conditions.

• 1.5 million loan shares on 19 December 2024 at completion of 12 months of continuous employment;

• 1 million loan shares on 19 December 2025 at completion of 24 months of continuous employment; and

• 1 million loan shares on 19 December 2026 at completion of 36 months of continuous employment

Employee options

During the half-year, remuneration in the form of 4,500,000 options with vesting conditions were issued to employees.

			Share price					Risk free
	Number		at issue	Exercise	Vesting	Expected		interest
Participant	issued	Grant date	date	price	conditions	volatility	Expiry date	rate	Valuation
Employee	4,500,000	24/08/2023	$0.010	$0.150	Refer below	90%	1/04/2028	3.05%	$290,077

An amount of $205,570 has been recognised within share-based payments expense in the Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income for the current half-year, in respect of these awards. Vesting conditions 4.5 million options

The loan shares represent an option arrangement subject to the following vesting conditions.

• 1.5 million loan shares on 1 April 2023 at commencement of employment;

• 1.5 million loan shares at completion of 12 months of continuous employment; and

• 1.5 million loan shares at completion of 24 months of continuous employment

NOTE 11. CONTINGENT LIABILITIES AND ASSETS

As at the date of this report there are no claims or contingent liabilities that are expected to materially impact, either individually or in aggregate the Company's financial position or results from operations.

NOTE 12. FINANCIAL INSTRUMENTS

Assets and liabilities held for sale are measured at fair value on a non-recurring basis. There were no transfers between levels during the financial half-year. The carrying amounts of trade and other receivables and trade and other payables are assumed to approximate their fair values due to their short-term nature. The fair value of financial liabilities is estimated by discounting the remaining contractual maturities at the current market interest rate that is available for similar financial liabilities.

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INTERIM FINANCIAL REPORT FOR THE HALF-YEAR ENDED 31 DECEMBER 2023 | POINTERRA LIMITED | ABN 39 078 388 155

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Directors' Declaration

In the directors' opinion:

• (a) the attached financial statements and notes comply with the Corporations Act 2001, Australian Accounting Standard AASB 134 'Interim Financial Reporting', the Corporations Regulations 2001 and other mandatory professional reporting requirements;

• (b) the attached financial statements and notes give a true and fair view of the consolidated entity's financial position as at 31 December 2023 and of its performance for the financial half-year ended on that date; and

• (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.

Signed in accordance with a resolution of directors made pursuant to section 303(5)(a) of the Corporations Act 2001.

On behalf of the directors

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Ian Olson Managing Director 29 February 2024

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INTERIM FINANCIAL REPORT FOR THE HALF-YEAR ENDED 31 DECEMBER 2023 | POINTERRA LIMITED | ABN 39 078 388 155

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Independent Auditor's Review Report

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INDEPENDENT AUDITOR’S REVIEW REPORT TO THE MEMBERS OF POINTERRA LIMITED

Conclusion

We have reviewed the accompanying half-year financial report of Pointerra Limited (“the Company”) and Controlled Entities (“the Consolidated Entity”) which comprises the condensed consolidated statement of financial position as at 31 December 2023, the condensed consolidated statement of profit or loss and other comprehensive income, condensed consolidated statement of changes in equity and condensed consolidated statement of cash flows for the half-year ended on that date, a summary of significant accounting policies and other selected explanatory notes, and the directors’ declaration.

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Pointerra Limited and Controlled Entities does not comply with the Corporations Act 2001 including:

• a. Giving a true and fair view of the Consolidated Entity’s financial position as at 31 December 2023 and of its performance for the half-year ended on that date; and

• b. Complying with Accounting Standard AASB 134: Interim Financial Reporting and Corporations Regulations 2001 .

Basis for Conclusion

We conducted our review in accordance with ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity. Our responsibilities are further described in the Auditor’s Responsibilities for the Review of the Financial Report section of our report. We are independent of the Company in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants that are relevant to our audit of the annual financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

We confirm that the independence declaration required by the Corporations Act 2001 which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s review report.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 in the half-year financial report, which indicates that the Consolidated Entity incurred a net loss of $4,584,490 during the half year ended 31 December 2023. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Consolidated Entity’s ability to continue as a going concern. Our conclusion is not modified in respect of this matter.

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INTERIM FINANCIAL REPORT FOR THE HALF-YEAR ENDED 31 DECEMBER 2023 | POINTERRA LIMITED | ABN 39 078 388 155

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Responsibility of the Directors for the Financial Report

The directors of the Company are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such control as the directors determine is necessary to enable the preparation of the half-year financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility for the Review of the Financial Report

Our responsibility is to express a conclusion on the half-year financial report based on our review. ASRE 2410 requires us to conclude whether we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including giving a true and fair view of the Consolidated Entity’s financial position as at 31 December 2023 and its performance for the halfyear ended on that date, and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .

A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

HALL CHADWICK WA AUDIT PTY LTD D M BELL CA Director

Dated this 29[th] day of February 2024 Perth, Western Australia

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INTERIM FINANCIAL REPORT FOR THE HALF-YEAR ENDED 31 DECEMBER 2023 | POINTERRA LIMITED | ABN 39 078 388 155

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ASX:3DP | www.pointerra.com