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REMSENSE TECHNOLOGIES LIMITED — Annual Report 2025
Sep 22, 2025
65684_rns_2025-09-22_d1af2afa-289b-4b4f-b990-dc2bb5e5965e.pdf
Annual Report
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ANNUAL FINANCIAL REPORT
FOR THE FINANCIAL YEAR ENDED 30 June 2025
RemSense Technologies Limited
ABN 50 648 834 771
RemSense Technologies Limited
CONTENTS
Page
Operating and Financial Review................................................................................................................................................................1 Directors’ Report ................................................................................................................................................................................................ 8 Auditor’s Independence Declaration .................................................................................................................................................. 26 Consolidated Statement of Profit or Loss and Other Comprehensive Income ...................................................... 28 Consolidated Statement of Financial Position ............................................................................................................................. 29 Consolidated Statement of Changes in Equity ............................................................................................................................. 31 Consolidated Statement of Cash Flows ............................................................................................................................................ 33 Notes to the Consolidated Financial Report ..................................................................................................................................34 Consolidated Entity Disclosure Statement ..................................................................................................................................... 79 Directors’ Declaration .................................................................................................................................................................................. 80 Independent Auditor’s Report ................................................................................................................................................................. 81 Securities Exchange Information .......................................................................................................................................................... 85 Corporate Directory ....................................................................................................................................................................................... 89
Operating and Financial Review For the year ended 30 June 2025
RemSense Technologies Limited
OPERATING AND FINANCIAL REVIEW
REVIEW OF OPERATIONS
Business Overview
RemSense Technologies Limited (ASX: REM) strengthened its position in FY2025 as a leader in industrial digital transformation. Central to its operations is virtualplant, a high-resolution 3D photogrammetry asset visualisation platform that integrates with asset management systems to improve safety, reduce costs, and enhance productivity. The year was marked by disciplined execution, sustainable growth, and expanded adoption of virtualplant across energy, resources, and industrial sectors.
Financial and Operational Performance
FY2025 marked a year of significant operational progress for RemSense.
-
Revenue more than doubled to $3,435,517 (up 107% from $1,663,375 in FY2024), driven by expanded adoption of virtualplant, scanning services and subscriptions.
-
Gross margins improved to 71.9% (FY2024: 64.0%), reflecting cost discipline and efficiency gains.
-
While the Group recorded a net loss of $799,782, this represented a 67% improvement compared to FY2024 (loss of $2,306,165).
-
Importantly, RemSense delivered positive operating cashflows of $375,599 for the year, supported by customer receipts of $3,476,441. The balance sheet closed stronger with $368,315 in cash and net assets of $1,107,142.
REM utilises ‘underlying cash EBITDA’ which is a non-IFRS measure that is unaudited but derived from the audited financial statements, to assess the performance of its operations excluding significant noncash items.
| 2025 | ||
|---|---|---|
| $ | ||
| Loss before income tax | (799,782) | |
| Add backs: | ||
| Depreciation | 66,297 | |
| Amortisation | 310,919 | |
| Amortisation – right of use assets | 94,212 | |
| Finance expenses | 16,040 | |
| Finance income | 3,784 | |
| Earnings before interest, tax, depreciation & amortisation (EBITDA) | (308,530) | |
| Underlying adjustments: | ||
| Share-based payment expense | 879,914 | |
| Underlying cash earnings before interest, tax, depreciation & amortisation(EBITDA) |
571,384 |
Underlying cash EBITDA was $571,384, reflecting disciplined cost control. Positive operating cashflows were achieved in Q2 and Q3, supported by rising receipts and demand from Tier 1 clients. The Company exits FY2025 with a high-value sales pipeline under advanced negotiation.
Page | 1
Operating and Financial Review
RemSense Technologies Limited
For the year ended 30 June 2025
Project Delivery
During FY2025, RemSense delivered projects of increasing scale and complexity:
-
High-resolution photogrammetry and LiDAR scanning for LNG facilities in northwest Australia and Chevron’s deepwater U.S. Gulf of Mexico assets.
-
Renewal of Newmont’s virtualplant subscription at Boddington and re-opened discussions on global rollout.
-
Renewal of Woodside Energy and Triangle Energy subscriptions.
-
Partnership with Sentient Computing to deliver an immersive 3D training solution for an LNG processing module.
-
Multiple Remotely Piloted Aircraft System (RPAS) projects including water sampling, traffic monitoring, urban building inspections, and environmental surveys for Tier 1 mining companies.
Strategic Partnerships and Market Expansion
RemSense deepened and broadened its global partnerships:
-
Advanced discussions with Chevron on deploying virtualplant as a global inspection portal.
-
Expansion of opportunities with a major Oil&Gas producer in digital twin integration, commissioning and inspection.
-
Renewed engagement with Newmont, including proposals for African operations.
-
Progressed re-engagement with the Defence sector through DISP membership pathway and secured BARS certification.
-
Expanded international footprint into South Asia and North America including a establishing a partnership with a West African photogrammetry and drone-services provider.
Technology and Product Development
The Company continued to invest in enhancing virtualplant:
-
Upgrades to our AI-driven Asset Audit application for automated, geolocated asset identification.
-
Improved coordinate transformation, geolocation accuracy, and role-based access security for enterprise clients.
-
Development of data sovereignty and cybersecurity frameworks, with progress toward ISO 27001 compliance.
-
RPAS innovations including deep-water sampling payloads capable of operations to 200 metres.
Governance, People, and Safety
FY2025 governance and leadership enhancements included:
-
Recertification under ISO 9001:2015, ISO 14001:2015, and ISO 45001:2018.
-
Achieved Basic Aviation Risk Standard (BARS) certification.
-
Appointment of Leon Morgan as Commercial Director, strengthening sales leadership.
-
Promotion of Rory O’Connor to Chief Technical Officer (CTO), recognising his long-standing technical contribution.
Page | 2
Operating and Financial Review
RemSense Technologies Limited
For the year ended 30 June 2025
Outlook for FY2026
RemSense enters FY2026 with momentum and a strong foundation. Key drivers include:
-
Expansion of virtualplant adoption across Oil & Gas and mining sectors.
-
Potential global deployment of virtualplant with Chevron.
-
Renewed growth opportunities in Defence, infrastructure decommissioning, and industrial diversification.
-
Sustained recurring revenue from subscription renewals.
-
Continued innovation in AI-driven asset audit, cybersecurity, and compliance frameworks.
The Board remains confident that RemSense’s technology, partnerships, and disciplined execution provide a robust platform for sustained growth, margin expansion, and long-term shareholder value.
FINANCIAL RESULTS AND CONDITION
Financial Performance
RemSense Technologies Limited reported revenue of $3,435,517 for the year ended 30 June 2025, representing a 107% increase on the prior year $1,663,375. Growth was driven by the expansion of virtualplant scanning services and subscription revenues.
The Company achieved an underlying cash EBITDA of approximately $571,384, reflecting disciplined execution and improved operating leverage. While a net loss after tax of $799,782 was recorded, this represented a significant improvement on FY2024 (loss of $2,306,165), a 67% reduction in losses.
Gross margins improved to 71.9%, up from 64.0% in FY2024, supported by cost management initiatives, efficiency gains, and higher-value project delivery.
Cash Flow
Operating cash flows were positive at $375,599, compared to a $1,356,087 outflow in FY2024. Customer receipts strengthened throughout the year. Cash at 30 June 2025 was $368,315, up from $325,650 at the prior year-end.
Balance Sheet and Capital Management
Total assets increased to $2,239,883 (FY2024: $2,116,733), driven by investment in intangible assets and right-of-use assets. Net assets closed at $1,107,142, compared to $991,745 in FY2024.
Equity increased slightly to $8,890,197 issued capital mainly driven by options converted during the year. Increase in reserves are attributed to the valuation of options issued during the year.
Subsequent to year end, RemSense completed a $750,600 capital raising, providing additional funding for accelerating development, cybersecurity initiatives and working capital support and continues to maintain prudent financial discipline.
Overall Condition
FY2025 demonstrated a marked improvement in RemSense’s financial condition.
Key highlights include:
-
Doubling of revenue with diversified contributions from scanning services and recurring subscriptions.
-
A material improvement in gross margins and cost discipline.
-
Positive operating cashflow achieved for the first time in consecutive quarters.
Page | 3
Operating and Financial Review For the year ended 30 June 2025
RemSense Technologies Limited
-
Strengthened balance sheet with growing net assets.
-
Improved loss profile, positioning the Company closer to profitability.
The Board considers the Company to be in a stronger financial position entering FY2026, supported by recurring revenues, a robust sales pipeline, and continued access to capital markets if required.
BUSINESS STRATEGIES AND PROSPECTS
RemSense Technologies Limited remains focused on establishing virtualplant as a leading global platform for high-resolution digital asset visualisation. The Company’s strategy centres on:
-
Expansion of recurring revenues through subscription renewals and enterprise-wide adoption of virtualplant .
-
Deepening strategic partnerships with Tier 1 energy, resources, and industrial clients, including Chevron, Woodside, Newmont, and Shell.
-
Diversification into adjacent industries , including defence, data centres, infrastructure decommissioning, and environmental management.
-
Investment in innovation across AI-driven asset audit, cybersecurity frameworks, and compliance capabilities to maintain competitive advantage.
-
Scalable international growth , leveraging partnerships, reseller networks, and local alliances in North America, Asia, Africa, and the Middle East.
Growth Opportunities
The Company enters FY2026 with a robust sales pipeline and several high-value opportunities at advanced negotiation stage:
-
Chevron Global Inspection Portal – discussions are progressing on deploying virtualplant as a standardised inspection solution across Chevron’s global operations.
-
Newmont Mining Expansion – following the renewal of the Boddington subscription, proposals have been submitted for the application of virtualplant in African operations, highlighting the scalability of the platform.
-
Defence Sector Engagement – RemSense is advancing its alignment with the Defence Industry Security Program (DISP), enabling participation in secure projects. Pilot applications of virtualplant are being scoped for secure site inspections and virtual access to critical defence infrastructure.
-
Infrastructure Decommissioning – opportunities exist to leverage advanced imagery technology in large-scale, complex facility decommissioning and demolition, where safety, efficiency, and accuracy are critical.
-
Environmental and Sustainability Applications – RPAS innovations, including deep-water sampling tools and drone-enabled environmental surveys, create potential for new contracts in compliance monitoring and sustainability reporting.
Page | 4
Operating and Financial Review For the year ended 30 June 2025
RemSense Technologies Limited
Competitive Positioning
RemSense’s competitive strength lies in the combination of its:
-
Proven ability to deliver high-fidelity photogrammetry and LiDAR scanning at scale.
-
Proprietary AI-driven Asset Audit capability, providing actionable insights from high-resolution imagery.
-
Demonstrated integration with enterprise asset management systems such as SAP and IBM Maximo.
-
Strong safety credentials, including ISO recertifications and BARS aviation safety accreditation, which are prerequisites for resource sector clients.
These advantages reinforce RemSense’s positioning as a trusted provider of mission-critical digital transformation solutions for complex, high-risk industries.
Outlook
The Company’s strategies are designed to deliver:
-
Sustainable revenue growth through increased adoption of virtualplant .
-
Expansion of international recurring revenues from Tier 1 clients.
-
Entry into new high-value markets such as defence and infrastructure.
-
Ongoing margin expansion through efficiency, innovation, and scale.
With strong momentum, disciplined financial management, and a pipeline of transformative opportunities, RemSense is well positioned to deliver long-term growth and enhanced shareholder value in FY2026 and beyond.
BOARD AND MANAGEMENT CHANGES
No changes
Page | 5
Operating and Financial Review For the year ended 30 June 2025
RemSense Technologies Limited
MATERIAL BUSINESS RISKS
The key risk factors affecting the Company are set out below.
Technological obsolescence
Rapid technological advancements may render current products or technologies obsolete, necessitating continuous innovation and investment in research and development (R&D). Our development processes which centres on continuous innovation include constantly assessing potential vulnerabilities, prioritising items for correction, and through customer collaboration, regular enhancements help us protect against degradation to our software.
Sales and Customer Retention
Sales and customer retention are critical areas that can significantly impact its financial performance. Not meeting evolving customer needs or industry trends, risks losing customers to more adaptable competitors. A high pace of innovation needs to be maintained to avoid falling behind competitors in terms of technological advancement or failing to offer new, in-demand features can lead to loss of sales.
Intellectual property (IP) risks
The potential for IP theft, patent infringement, or challenges in securing patents for new technologies. Loss of IP could erode competitive advantage. We have implemented several legal measures, such as non-disclosure agreements, customer terms and condition agreements, software licensing, and employment agreements, to ensure that any confidential information is kept secure. Additionally, we take great care to ensure that certain details of our data and code remain undisclosed in public scenarios.
Regulatory and compliance risks
Changes in regulations, particularly to data privacy, cybersecurity, and product safety, may impact product development or market entry. We regularly monitor regulatory changes, engage with legal counsel, ensuring compliance with all relevant laws and standards.
Market acceptance and adoption
New technologies may face challenges in market acceptance, either due to consumer resistance, lack of awareness, or competition from established solutions. We have robust marketing strategies, customer education, and user-friendly design to encourage adoption, alongside customer feedback loops to refine offerings.
Cybersecurity
The increasing prevalence of cyberattacks poses a threat to data security, intellectual property, and overall business operations. RemSense has implemented strong cybersecurity measures, regular audits, and staff training to prevent breaches, as well as contingency planning for incident response.
Technology development often requires significant capital investment, and fluctuations in cash flow can impede progress. Challenges in securing funding or managing burn rate may arise. RemSense utilises diverse funding sources, maintaining a prudent financial management approach, and aligning spending with project milestones.
Supply chain and operational risks
Disruptions in the supply chain, including shortages of key components or delays in production, can impact the development and delivery of products. We have built strong relationships with suppliers, diversifying our supply sources.
Page | 6
Operating and Financial Review For the year ended 30 June 2025
RemSense Technologies Limited
MATERIAL BUSINESS RISKS (continued)
Key Personnel
RemSense has several key management personnel including subject matter experts in the target field. The ability to attract and retain top talent, especially in highly competitive tech fields, is crucial. A shortage of skilled professionals could slow innovation and product development. Risk mitigation measures include offering competitive remuneration packages with short, and long-term incentives, fostering a positive company culture, and investing in employee development programs.
Competition
Risk of intense competition from established players or emerging start-ups may erode market share and put pressure on margins. We are continuously innovating and focusing on unique value propositions and maintaining strong customer relationships to differentiate the Group from competitors.
Global economic conditions
Economic downturns, fluctuations in currency exchange rates, or geopolitical instability can affect global demand for technology products and services, or delay mobilisation.
Litigation risk
There is a risk that RemSense may be exposed to legal actions, including product liability claims, especially if a technology fails or causes harm. We have implemented rigorous testing and quality assurance processes, obtaining appropriate insurance coverage to minimise the impact of such actions.
Customer concentration
Over-reliance on a small number of key customers could lead to significant revenue loss if those customers reduce or terminate their business. We have taken steps to diversify our customer base and develop long-term contracts with key clients to reduce dependency on any single customer.
Australian Accounting Standards and International Financial Reporting Standards
Accounting Standards are set by the AASB and IASB and are outside the Directors’ and the Company’s control. Changes to accounting standards issued by the AASB and IASB may have a material adverse impact on the financial performance and position of RemSense Technologies as reported in its financial statements.
Unforeseen risk
There may be other unforeseeable circumstances beyond the control of the Company which may impact RemSense, its operations and/or the valuation and performance of its shares. The above list of key risks ought not to be taken as exhaustive of the risks faced by RemSense or its investors. The above risks and others not specifically referred to above may in the future materially affect RemSense Technologies, its financial performance or the value of its shares.
Each of the key risks if they were to materialise, could have a material and adverse impact on (amongst other things) the Group’s business, reputation, growth, financial position and/or financial performance. RemSense has an established risk management framework in place to identify, assess and mitigate risks in accordance with the materiality and risk tolerance parameters set by the Board of Directors.
Page | 7
Directors’ Report For the year ended 30 June 2025
RemSense Technologies Limited
DIRECTORS’ REPORT
The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the ‘Group’) consisting of RemSense Technologies Limited (referred to hereafter as the ‘Company’) and the entity it controlled at the end of, or during, the year ended 30 June 2025.
DIRECTORS
The names of the directors who held office during the whole of the financial year and up to the date of this report are noted below. Directors were in office for the entire period unless otherwise stated.
Warren Cook Managing Director Appointed 13 June 2024 Ross Taylor Non-Executive Chairman Appointed 20 August 2020 John Clegg Non-Executive Director Appointed 21 February 2024
PRINCIPAL ACTIVITIES
During the financial year the principal activities of the Group were to provide innovation, data capture and insights, and virtualplant Visual Twin software solutions across industrial, infrastructure and resources market sectors.
DIVIDENDS
The Directors recommend that no dividend be provided for the year ended 30 June 2025 (2024: Nil).
Page | 8
Directors’ Report For the year ended 30 June 2025
RemSense Technologies Limited
INFORMATION ON DIRECTORS
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Information on Directors Experience, qualifications, and other directorships
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| Name: | Ross Taylor |
|---|---|
| Title: | Non-Executive Chair |
| Qualifications: | BCom, SIA, ACA |
| Experience and expertise: | Ross is a Chartered Accountant and an investment banking |
| consultant with a thorough knowledge of international financial | |
| markets gained whilst working in Australia, London, New York, | |
| and Tokyo. Ross has extensive experience in the global | |
| investment banking sector and has held senior positions with | |
| Deutsche Bank, Bankers Trust and Barclays Capital. | |
| Other current directorships: | Non-executive Chair of Lodestar Minerals Limited since 30 June |
| 2014 | |
| Former directorships (past 3 | None |
| years): | |
| Special responsibilities: | Member of the Audit and Risk Committee |
| Member of the Nomination and People Committee | |
| Interests in shares: | 222,394 |
| Interests in options: | 14,055,599 |
| Name: | Warren Cook |
| Title: | Managing Director |
| Qualifications: | BSc. (Hons) |
| Experience and expertise: | Warren has a Bachelor of Science (Geology) degree and more |
| than 20 years’ experience in technology development and | |
| commercialisation across mining, environmental and energy | |
| industries. Warren spent five years as CEO of acQuire Technology | |
| Solutions delivering information management software solutions | |
| for the resource industry. Warren has extensive international | |
| experience having delivered projects in Australia, Brazil, Canada, | |
| Chile, France, Ghana, India, Indonesia, Iran, New Zealand, PNG, | |
| Philippines, South Africa, UK, and the USA. | |
| Other current directorships: | None |
| Former directorships (past 3 | None |
| years): | |
| Special responsibilities: | None |
| Interests in shares: | 1,375,000 |
| Interests in options: | 16,187,500 |
| Interests in rights: | 1,000,000 |
Page | 9
Directors’ Report For the year ended 30 June 2025
RemSense Technologies Limited
INFORMATION ON DIRECTORS (continued)
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Name Experience, qualifications, and other directorships
Name: John Clegg
Title: Non-Executive Director
Qualifications: FCA, FAICD
Experience and expertise: John, a chartered accountant since 1965, brings over five decades
of expertise to his roles. Following sixteen years at Arthur Young
& Co. (Ernst & Young), in 1986 John shifted focus to start-up
ventures, offering directorship and consulting services. His
extensive portfolio includes guiding public companies through
IPOs, restructuring private firms, and serving as CFO for
Other current directorships: RemSense pre-ASX listing.
Former directorships (past 3 None
years):
None
Special responsibilities: Chair of the Nomination and People Committee
Chair of the Audit and Risk Committee
Interests in shares: 10,138,786
Interests in options: 9,300,000
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‘Other current directorships’ stated above are current directorships for listed entities only and exclude directorships of all other types of entities.
‘Former directorships’ stated above are directorships held in the last three years for listed entities only and exclude directorships of all other types of entities.
COMPANY SECRETARY
David McArthur was appointed to the position of Company Secretary on 19 March 2021. David is a Chartered Accountant, having spent four years with a major international accounting firm, and has over 30 years’ experience in the corporate management of publicly listed companies. David has substantial experience in capital raisings, company re-organisations and restructuring, mergers and takeovers, and asset acquisitions by public companies.
Mr Jordan McArthur was appointed as the joint Company Secretary on 13 June 2025. Jordan is a Chartered Accountant with 14 years corporate and financial experience gained in Australia and the United Kingdom.
Page | 10
Directors’ Report For the year ended 30 June 2025
RemSense Technologies Limited
MEETINGS OF DIRECTORS
The number of meetings of the Company’s Board of Directors (“the Board”) and of each Board committee held during the year ended 30 June 2025, and the number of meetings attended by each director was:
| Full board Attended Held |
Full board Attended Held |
Audit and risk committee Attended Held |
Audit and risk committee Attended Held |
|
|---|---|---|---|---|
| Ross Taylor | 5 | 5 | 2 | 2 |
| Warren Cook | 5 | 5 | 2 | 2 |
| John Clegg | 5 | 5 | 2 | 2 |
Held: represents the number of meetings held during the time the director held office or was a member of the relevant committee.
In addition to the meetings held above, several decisions of the Board were undertaken via nine circular resolutions.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
In the opinion of the Directors there were no matters that significantly affected the affairs of the Group during the financial year, other than those matters referred to in the Operating and Financial Review above.
LIKELY DEVELOPMENTS
The Group is focussed on the further development and marketing of its virtualplant technology, scanning services and provision of virtualplant subscription contracts. The Group anticipates expansion into key international markets contributing to revenue growth
ENVIRONMENTAL REGULATIONS
The Group is not subject to any significant environmental regulation under Australian Commonwealth or State Law.
MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
As announced to the market on 2 July 2025, following options were expired;
-
1,609,881 options exercisable at $0.40
-
515,000 options exercisable at $0.25
On 4 August 2025, Company issued 27,800,000 fully paid ordinary shares at an issue price of $0.027 and raised $750,600 (before costs). Applicants for this capital raising has received a free-attaching option on a basis of one option for every two shares applied for, which are exercisable at $0.04 on or before 9 November 2026.
On 7 September 2025, the second tranche of performance rights of 1,000,000 were vested and became exercisable on the second anniversary of Warren Cook’s appointment as CEO of the Company.
On 11 September 2025, the Company secured its first contract with Shell Energy, valued at $267,520, to deliver an advanced digital visualisation platform supporting facility commissioning.
Page | 11
Directors’ Report For the year ended 30 June 2025
RemSense Technologies Limited
MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR (continued)
On 12 September 2025, the Company held a general meeting at which shareholders approved the following issuances;
-
462,962 fully paid ordinary shares and 231,481 free-attaching options to each of the directors, respectively; and
-
5,000,000 options to the broker engaged by the Company in connection with the Capital raising on 4 August 2025
Other than as disclosed above, no matters or circumstances have arisen since the end of the financial year that have significantly affected, or may significantly affect, the operations of the Group, the results of these operations, or the state of affairs of the Group in future financial years.
INDEMNITY AND INSURANCE OF OFFICERS
The Company has agreed to indemnify all Directors and Company Secretaries against any liability arising from a claim brought by a third party against the Company. The Company has paid premiums to insure each Director and Company Secretary against liabilities for costs and expenses incurred by them in defending any legal proceedings arising out of their conduct whilst acting in the capacity of Director or Company Secretary of the Company, other than conduct involving wilful breach of duty in relation to the Company. The current premium is $66,770 (2024: $72,727) to insure the Directors and Company Secretaries of the Company.
INDEMNITY AND INSURANCE OF AUDITOR
The Group has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the Company or any related entity against a liability incurred by the auditor.
During the financial year, the Group has not paid a premium in respect of a contract to insure the auditor of the Company or any related entity.
PROCEEDINGS ON BEHALF OF THE COMPANY
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Group, or to intervene in any proceedings to which the Group is a party, for the purpose of taking responsibility on behalf of the Group for all or part of those proceedings.
SHARES UNDER OPTION
The following options to subscribe for fully paid ordinary shares are outstanding at the reporting date:
| Grant date | Expiry date | Exercise price | Number |
|---|---|---|---|
| cents | under option | ||
| 28-Jun-23 | 10-Dec-25 | 15 | 9,000,000 |
| 02-Aug-23 | 10-Dec-25 | 15 | 2,446,500 |
| 24-Aug-23 | 10-Dec-25 | 15 | 2,000,000 |
| 10-May-24 | 31-Mar-29 | 4 | 12,000,000 |
| 10-May-24 | 09-Nov-26 | 4 | 4,083,325 |
| 16-May-24 | 31-Mar-29 | 4 | 10,400,000 |
| 24-May-24 | 31-Mar-29 | 4 | 500,000 |
| 20-Jun-24 | 31-Mar-29 | 4 | 2,200,000 |
| 29-Nov-24 | 30-Nov-29 | 3.8 | 17,000,000 |
| 20-Mar-25 | 19-Mar-28 | 10 | 11,500,000 |
| 04-Aug-25 | 30-Jun-28 | 10 | 4,000,000 |
| 11-August-25 | 09-Nov-26 | 4 | 13,205,557 |
| 88,335,382 |
Page | 12
Directors’ Report For the year ended 30 June 2025
RemSense Technologies Limited
No person entitled to exercise options or rights had or has any right by virtue of the option to participate in any share issue of the Company or of any other body corporate.
SHARES ISSUED ON THE EXERCISE OF OPTIONS
916,675 ordinary shares of RemSense Technologies Limited were issued during the year ended 30 June 2025, and up to the date of this report, on the exercise of 4 cents options granted. All amounts have been paid. (2024: Nil).
During the year ended 30 June 2025, no options expired or cancelled (2024: 1,250,000 expired and 920,000 cancelled).
PERFORMANCE SHARES
At the reporting date, the following performance shares were on issue:
| Grant date | Expiry date | Number of |
|---|---|---|
| performance rights | ||
| 07-Sep-23 | 07-Sep-25 | 1,000,000 |
AUDIT AND NON-AUDIT SERVICES
Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the auditor are outlined in note 25 to the financial statements. The amount paid or payable to the auditor for non-audit services is $24,668 (2024: $32,452).
The directors are satisfied that the provision of non-audit services during the financial year, by the auditor is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001.
The directors are of the opinion that the services as disclosed in note 25 to the financial statements do not compromise the external auditor’s independence requirements of the Corporations Act 2001 for the following reasons:
-
All non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of the auditor; and
-
None of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants (including Independence Standards) issued by the Accounting Professional and Ethical Standards Board, including reviewing, or auditing the auditor’s own work, acting in a management or decision-making capacity for the company, acting as advocate for the company or jointly sharing economic risks and rewards.
ROUNDING OF AMOUNTS
The amounts contained in the annual report have been rounded to the nearest $1 (unless otherwise stated) pursuant to the option available to the Company under ASIC Class Order 2016/191. The Company is an entity to which the class order applies.
Page | 13
Directors’ Report For the year ended 30 June 2025
RemSense Technologies Limited
AUDITOR INDEPENDENCE
A copy of the auditor’s independence declaration as required under Section 307C of the Corporations Act 2001 is set out on page 26.
AUDITOR
BDO Audit Pty Ltd continues in office in accordance with section 327 of the Corporations Act 2001 .
Page | 14
Directors’ Report For the year ended 30 June 2025
RemSense Technologies Limited
AUDITED REMUNERATION REPORT
This report, which forms part of the Directors’ Report, outlines the remuneration arrangements in place for the Directors of RemSense Technologies Limited for the year ended 30 June 2025. There were no other key management personnel during the year. The information provided in this remuneration report has been audited as required by Section 308(3C) of the Corporations Act 2001 and its Regulations.
The Remuneration Report details the remuneration arrangements for the Directors who are defined as those persons having authority and responsibility for planning, directing, and controlling the major activities of the Group, directly or indirectly, whether executive or otherwise.
Remuneration philosophy
The objective of the Group’s executive reward framework is to ensure reward for performance is competitive and appropriate for the results achieved. The framework aligns executive reward with the achievement of strategic objectives and the creation of value for shareholders, and it is considered to conform to the market best practice for the delivery of reward. The Board of Directors (“the Board”) ensures that executive reward satisfies the following key criteria for good reward governance practices:
-
competitiveness and reasonableness
-
acceptability to shareholders
-
performance linkage / alignment of executive compensation
-
transparency
The Nomination and People Committee is responsible for determining and reviewing remuneration arrangements for its directors. The performance of the Group depends on the quality of its key management personnel. The remuneration philosophy is to attract, motivate and retain high performance and high-quality personnel.
The reward framework is designed to align executive reward to shareholders’ interest. The Board has considered that it should seek to enhance shareholders’ interests by:
-
rewarding capability and experience
-
reflecting competitive reward for contribution to growth in shareholder wealth
-
providing a clear structure for earning rewards
Remuneration structure
In accordance with best practice corporate governance, the structure of non-executive director and executive director remuneration is separate and distinct.
Non-Executive Directors’ Remuneration
Fees and payments to non-executive directors reflect the demands and responsibilities of their role. Non-executive directors’ fees and payments are reviewed annually by the Nomination and People Committee. The Nomination and People Committee may, from time to time, receive advice from independent remuneration consultants to ensure non-executive directors’ fees and payments are appropriate and in line with the market. The Chairman’s fees are determined independently to the fees of other non-executive directors based on comparative roles in the external market. The Chairman is not present at any discussions relating to the determination of his own remuneration.
Page | 15
Directors’ Report For the year ended 30 June 2025
RemSense Technologies Limited
Non-Executive Directors’ Remuneration (continued)
ASX Listing Rules require the aggregate non-executive directors’ remuneration be determined periodically by a general meeting. The most recent determination is in the Company’s Constitution where shareholders approved a maximum annual aggregate remuneration of $500,000.
Each Non-Executive Director receives a fee for being a Director of the Company which is inclusive of sub-committee memberships:
-
Non-Executive Directors $40,000 p.a. exclusive of statutory superannuation
-
Chairman $55,000 p.a. exclusive of statutory superannuation
Non-executive directors do not receive cash performance related compensation.
Executive Director and Senior Executive Remuneration
The Group aims to reward executives based on their position and responsibility, with a level and mix of remuneration which has both fixed and variable components.
There are three components to the executive remuneration and reward framework:
-
base pay and non-monetary benefits
-
share-based payments
-
other remuneration such as superannuation and long-service leave
The combination of these comprises the executive’s total remuneration.
Fixed remuneration
Fixed remuneration, consisting of base salary, superannuation, and non-monetary benefits, are reviewed annually by the Nomination and People Committee. The process consists of a review of relevant comparative remuneration in the market and internally and, where appropriate, external advice on policies and practices. The Nomination and People Committee has access to external, independent advice where necessary.
Executives may receive their fixed remuneration in the form of cash or other fringe benefits where it does not create any additional costs to the Group and provides additional value to the executive.
Page | 16
Directors’ Report For the year ended 30 June 2025
RemSense Technologies Limited
Short-term incentive scheme
The short-term incentives (“STI”) program is designed to align the targets of the business units with the performance hurdles of key management. STI payments are granted to executives based on specific annual targets and key performance indicators (“KPIs”) being achieved. At this stage, the Group does not award any STIs.
Long-term incentive scheme
The long-term incentives (“LTIs”) include long-service leave and share-based payments. Share rights and options are awarded to executives based on long-term incentive measures. These include increase in shareholder’s value relative to the entire market and the increase compared to similar companies.
The Group has adopted an Employee Incentive Option Plan (Plan). Under the Plan, the Company may grant options to Group eligible employees and consultants to attract, motivate and retain key employees over a period of three years up to a maximum of 10% of the Company’s total issued ordinary shares at the date of the grant. Director options are granted at the discretion of the Board and approved by shareholders. Performance hurdles are not attached to vesting periods however the Board determines appropriate vesting periods to provide rewards over time. Refer to note 21.
Group performance and link to remuneration
The remuneration of the Group’s key management personnel, including any component of remuneration that consists of securities in the Company, is not formally linked to the prior performance of the Group. The rationale for this approach is that the Group is in its development phase, and it is currently not appropriate to link remuneration to factors such as profitability or share price.
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----- Start of picture text -----
2025 2024 2023 2022 2021
----- End of picture text -----
| Revenue from ordinary activities ($) | 3,435,517 | 1,663,375 | 2,084,835 | 3,961,304 | 4,311,664 |
|---|---|---|---|---|---|
| Other income ($) | 171,321 | 174,917 | 80,380 | 80,559 | 373,088 |
| Loss before income tax ($) | (799,782) | (2,306,165) | (3,033,883) | (2,451,102) | (728,623) |
| Net loss attributable to equity holders ($) |
(799,782) | (2,306,165) | (3,033,883) | (2,451,102) | (728,623) |
| Share price at year end (cents) | 4.6 | 1.8 | 6.2 | 15.5 | n/a |
| Number of listed ordinary shares | 167,233,989 | 116,555,128 | 45,465,530 | 31,289,192 | n/a |
| Number of unlisted ordinary shares | 48,304,559 | 48,304,559 | 48,304,559 | 48,304,559 | 54,593,751 |
| Weighted average number of shares | 166,363,427 | 162,350,496 | 85,359,551 | 48,090,267 | 31,309,445 |
| Basic loss per share EPS (cents) | (0.48) | (1.87) | (3.55) | (5.10) | (2.33) |
| Listed options | 15,990,457 | 15,990,457 | 9,003,957 | - | - |
| Unlisted options | 56,674,368 | 80,186,314 | 13,194,881 | 16,018,622 | 9,968,622 |
| Net tangible (liabilities) / assets ($) | (335,069) | (200,199) | 396,845 | 2,076,590 | 191,946 |
| NTA Backing (cents) | (0.20) | (12.14) | 0.42 | 2.61 | 0.35 |
During the financial years noted above, there were no dividends paid, or other returns of capital made by the Company to shareholders.
Use of remuneration consultants
No remuneration consultants provided services during the year.
Page | 17
Directors’ Report For the year ended 30 June 2025
RemSense Technologies Limited
Voting and comments made at the Company’s 2024 Annual General Meeting (“AGM”)
At the 29 November 2024 AGM, 99.95% of the votes received, supported the adoption of the remuneration report for the year ended 30 June 2024. The Company did not receive any specific feedback at the AGM regarding its remuneration practices.
Employment contracts
Remuneration and other terms of employment for key management personnel are formalised in employment contracts. Details of these contracts are as follows:
| Name: | Warren Cook |
|---|---|
| Title: | Managing Director and Chief Executive Officer |
| Agreement commenced: | 7 September 2023 |
| Details: | Base salary for the year ending 30 June 2025 of $275,000 plus statutory |
| superannuation. Termination benefits are payable upon termination by the | |
| Company, other than for gross misconduct, equal to base salary for the notice | |
| period. Three months termination notice by either party. | |
| In addition to base salary, the Company issued 2 million options and 2 million | |
| performance rights. | |
| The options vested on 7 September 2023 and are exercisable at 15 cents on or | |
| before 10 December 2025. 1 million performance rights vested on 7 September | |
| 2024 with the second tranche of 1 million vested on 7 September 2025. | |
| The terms of the issue of the options and performance rights, require the holder | |
| to remain an employee at the date the options are exercised, or performance | |
| rights vest. Any options not exercised, or performance rights not vested at the | |
| time employment ceases will be cancelled by the Company. |
Key management personnel have no entitlement to termination payments in the event of removal for gross misconduct.
Page | 18
Directors’ Report
RemSense Technologies Limited
For the year ended 30 June 2025
Details of remuneration
Details of the remuneration of key management personnel of the Group are set out in the following tables.
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----- Start of picture text -----
Post Long
employment term
Short-term benefits benefits benefits Share-based payments Total
----- End of picture text -----
| Long | Equity- | |||||||
|---|---|---|---|---|---|---|---|---|
| Other | service | settled | Performance | |||||
| Cash salary | Termination | benefits | Super- | leave | options | rights | ||
| and fees | Benefits | (A) | annuation | (B) | (C) | (D) | ||
| 2025 | $ | $ | $ | $ | $ | $ | $ | $ |
| Non-executive Directors | ||||||||
| Ross Taylor | 45,692 | - | - | 5,255 | - | 139,280 | - | 190,227 |
| John Clegg | 33,231 | - | - | 3,822 | - | 113,865 | - | 150,918 |
| Executive Directors | ||||||||
| Warren Cook (MD) | 286,6351 | - | 3,115 | 31,747 | - | 139,104 | 33,508 | 494,109 |
| 365,558 | - | 3,115 | 40,824 | - | 392,249 | 33,508 | 835,254 |
1 Warren Cook’s cash salary and fees amount includes the annual leave accrued during the year.
Page | 19
RemSense Technologies Limited
For the year ended 30 June 2025
Directors’ Report
Details of remuneration (continued)
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----- Start of picture text -----
Post Long
employment term
Short-term benefits benefits benefits Share-based payments Total
----- End of picture text -----
| Long | Equity- | |||||||
|---|---|---|---|---|---|---|---|---|
| Other | service | settled | Performance | |||||
| Cash salary | Termination | benefits | Super- | leave | options | rights | ||
| and fees | Benefits | (A) | annuation | (B) | (C) | (D) | ||
| 2024 | $ | $ | $ | $ | $ | $ | $ | $ |
| Non-executive Directors | ||||||||
| Ross Taylor | 7,500 | - | - | 825 | - | 18,650 | - | 26,975 |
| John Clegg | - | - | - | - | - | 9,325 | - | 9,325 |
| Executive Directors | ||||||||
| Warren Cook (MD) | 17,728 | - | 218 | 1,837 | - | - | - | 19,783 |
| Former Directors | ||||||||
| Steve Brown | 108,537 | - | 471 | 13,761 | (58,957) | - | - | 63,812 |
| Chris Sutherland | 7,500 | - | - | 825 | - | - | - | 8,325 |
| Sue Murphy | 7,500 | - | - | 825 | - | - | - | 8,325 |
| Richard Pace | - | - | - | - | - | 34,740 | - | 34,740 |
| Executives | ||||||||
| Warren Cook (CEO) | 218,056 | - | 2,678 | 22,828 | - | 40,436 | 59,322 | 343,320 |
| Former Executives | ||||||||
| Jillian Rosich | 129,525 | 12,615 | 788 | 15,253 | - | - | - | 158,181 |
| 496,346 | 12,615 | 4,155 | 56,154 | (58,957) | 103,151 | 59,322 | 672,786 |
Notes to the Remuneration Tables above
(A) Other benefits include mobile phone allowance and car parking benefits
(B) Long service leave provision on 30 June 2023 extinguished prior to Steve Brown’s retirement
(C) The fair value of options granted was determined using Black Scholes option pricing (D) The fair value of performance rights calculated using the share price on grant date, model expensed over vesting period
(E) Warren Cook held the position of CEO from 7 September 2023 to 14 June 2024 when he was appointed Managing Director
No part of directors’ remuneration was linked to performance for the year ended 30 June 2025 (2024: Nil).
No cash bonuses were granted during the year (2024: Nil).
Page | 20
Directors’ Report For the year ended 30 June 2025
RemSense Technologies Limited
Details of remuneration (continued)
The proportion of remuneration linked to performance and the fixed proportion are as follows:
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----- Start of picture text -----
Fixed remuneration At risk - LTI
Name 2025 2024 2025 2024
% % % %
----- End of picture text -----
| Non-executive Directors | ||||
|---|---|---|---|---|
| Ross Taylor | 27 | 31 | 73 | 69 |
| John Clegg | 25 | - | 75 | 100 |
| Executive Directors | ||||
| Warren Cook | 66 | 100 | 34 | - |
| Former Directors | ||||
| Steve Brown | - | 100 | - | - |
| Chris Sutherland | - | 100 | - | - |
| Sue Murphy | - | 100 | - | - |
| Richard Pace | - | - | - | 100 |
| Former Executives | ||||
| Warren Cook | - | 71 | - | 29 |
| Jillian Rosich | - | 100 | - | - |
No cash bonuses were granted during the year (2024: Nil).
Page | 21
Directors’ Report
RemSense Technologies Limited
For the year ended 30 June 2025
Additional disclosures relating to key management personnel
Shareholdings
The number of shares in the company held during the financial year by each director and KMP, including their personally related parties, is set out below:
| Held at 30 June 2024 Performance rights vested and exercised during theyear Sales Held at 30 June 2025 |
|
|---|---|
| Warren Cook Ross Taylor John Clegg |
375,000 1,000,000 - 1,375,000 222,394 - - 222,394 10,388,786 - (250,000) 10,138,786 |
| 10,986,180 1,000,000 (250,000) 11,736,180 |
Performance rights
The number of performance rights in the company held during the financial year by each director and KMP, including their personally related parties, is set out below:
| Held at 30 June 2024 |
Granted | Vested and exercised during the year |
Held at 30 June 2025 |
Maximum value to vest $ |
|
|---|---|---|---|---|---|
| Warren Cook | 2,000,000 | - | (1,000,000) |
1,000,000 | 4,598 |
Page | 22
RemSense Technologies Limited
Directors’ Report For the year ended 30 June 2025
Option holdings
The number of options over ordinary shares in the company held during the financial year by each director, including their personally related parties, is set out below:
| Held at 30 June 2024 Number Granted Number Acquired Number Expired / Cancelled Number Held at 30 June 2025 Number Vested and exercisable at 30 June 2025 Number Maximum value to vest $ |
|
|---|---|
| Warren Cook Ross Taylor John Clegg |
7,187,500 5,000,000 - - 12,187,500 12,187,500 - 9,075,599 5,000,000 - - 14,075,599 14,075,599 - 4,360,000 5,000,000 - - 9,360,000 9,360,000 - |
| 20,623,099 15,000,000 - - 35,623,099 35,623,099 - |
No options issued to directors and key management personnel as part of compensation in current year or prior years, expired or were cancelled during the year ended 30 June 2025. (2024: 750,000 options)
No options granted as compensation in the current or prior years were exercised.
Page | 23
Directors’ Report
RemSense Technologies Limited
For the year ended 30 June 2025
Share-based remuneration granted as compensation
Details on options over ordinary shares in the Company that were granted as compensation to each director during the reporting period and details on options that vested during the reporting period are as follows:
| Options Granted Number |
Exercise price (cents) |
Grant date | Expiry date | Fair value at grant date (cents) Vested and exercisable at 30 June 2025 Number Yet to Vest at 30 June 2025 Number |
Fair value at grant date (cents) Vested and exercisable at 30 June 2025 Number Yet to Vest at 30 June 2025 Number |
Vested and exercisable at 30 June 2025 Number Yet to Vest at 30 June 2025 Number |
|
|---|---|---|---|---|---|---|---|
| Warren Cook | 5,000,000 | 3.8 | 29-Nov-24 | 30-Nov-29 | 1.76 | 5,000,000 | - |
| Ross Taylor | 5,000,000 | 3.8 | 29-Nov-24 | 30-Nov-29 | 1.76 | 5,000,000 | - |
| John Clegg | 5,000,000 | 3.8 |
29-Nov-24 | 30-Nov-29 | 1.76 | 5,000,000 | - |
Other transactions with key management personnel
There were no other transactions with key management personnel not involving direct remuneration.
Page | 24
Directors’ Report For the year ended 30 June 2025
RemSense Technologies Limited
END OF AUDITED REMUNERATION REPORT
This report is made in accordance with a resolution of the Directors, pursuant to section 298(2)(a) of the Corporations Act 2001 .
On behalf of the Directors.
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Warren Cook
Managing Director
22 September 2025 Perth, WA
Page | 25
Tel: +61 8 6382 4600 Level 9, Mia Yellagonga Tower 2 Fax: +61 8 6382 4601 5 Spring Street www.bdo.com.au Perth, WA 6000 PO Box 700 West Perth WA 6872 Australia
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DECLARATION OF INDEPENDENCE BY ASHLEIGH WOODLEY TO THE DIRECTORS OF REMSENSE TECHNOLIGIES LIMITED
As lead auditor of Remsense Technologies Limited for the year ended 30 June 2025, I declare that, to the best of my knowledge and belief, there have been:
-
No contraventions of the auditor independence requirements of the Corporations Act 2001 relation to the audit; and
-
No contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Remsense Technologies Limited and the entities it controlled during the period.
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Ashleigh Woodley
Director
BDO Audit Pty Ltd
Perth
22 September 2025
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of A.C.N. 050 110 275 Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and A.C.N. 050 110 275 Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation
Financial Report For the year ended 30 June 2025
RemSense Technologies Limited
CONTENTS
Consolidated Statement of Profit or Loss and Other Comprehensive Income ...................................................... 28 Consolidated Statement of Financial Position ............................................................................................................................. 29 Consolidated Statement of Changesin Equity .............................................................................................................................. 31 Consolidated Statement of Cash Flows ............................................................................................................................................ 33 Notes to the Consolidated Financial Report ..................................................................................................................................34 Consolidated Entity Disclosure Statement ..................................................................................................................................... 79 Directors’ Declaration .................................................................................................................................................................................. 80 Independent Auditor’s Report ................................................................................................................................................................. 81 Securities Exchange Information .......................................................................................................................................................... 85 Corporate Directory ....................................................................................................................................................................................... 89
GENERAL INFORMATION
The consolidated financial statements cover RemSense Technologies Limited as a Group consisting of RemSense Technologies Limited and the entity it controlled at the end of, or during, the year. The financial statements are presented in Australian dollars, which is RemSense Technologies Limited’s functional and presentation currency.
RemSense Technologies Limited is a listed public company limited by shares, incorporated, and domiciled in Australia. Its registered and principal places of business is:
Registered office
Suite 0101, Level 1, 5 Mill Street Perth WA 6000
A description of the nature of the Group’s operations and its principal activities are included in the Directors’ Report, which is not part of the financial statements.
The financial statements were authorised for issued, in accordance with a resolution of directors, on 22 September 2025. The directors have the power to amend and reissue the financial statements.
Page | 27
Financial Report For the year ended 30 June 2025
RemSense Technologies Limited
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME For the year ended 30 June 2025
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----- Start of picture text -----
2025 2024
Note $ $
----- End of picture text -----
| Revenue | 4 | 3,435,517 | 1,663,375 |
|---|---|---|---|
| Government grants | 5 | 171,321 | 174,917 |
| Finance income | 3,784 | 4,670 | |
| Other gains | 10,695 | 3,804 | |
| Other income | 11,500 | - | |
| Expenses | |||
| Cost of sales | (964,737) | (599,412) | |
| Share-based payment expense | 20 | (879,914) | (176,394) |
| Marketing and business development costs | (165,275) | (231,722) | |
| Personnel expenses | 6 | (1,136,928) | (1,744,297) |
| General and administration costs | (409,502) | (477,203) | |
| Professional fees | (388,373) | (278,536) | |
| Depreciation | 13 | (66,297) | (99,510) |
| Amortisation | 14 | (310,919) | (261,309) |
| Amortisation – right of use assets | 15 | (94,212) | (95,074) |
| Research and development costs | (402) | (24,181) | |
| Impairment of intangible assets | - | (131,965) | |
| Finance expenses | (16,040) | (33,328) | |
| Loss before income tax | (799,782) | (2,306,165) | |
| Income tax expense | 8 | - | - |
| Loss for the year | (799,782) | (2,306,165) | |
| Other comprehensive income, net of tax | - | - | |
| Total comprehensive loss for the year | (799,782) | (2,306,165) | |
| Total comprehensive loss attributable to owners of | |||
| the Company | (799,782) | (2,306,165) | |
| Loss per share (cents per share) | |||
| Basic and diluted | 7 | (0.48) | (1.87) |
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.
Page | 28
Financial Report
RemSense Technologies Limited
For the year ended 30 June 2025
CONSOLIDATED STATEMENT OF FINANCIAL POSITION As of 30 June 2025
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----- Start of picture text -----
2025 2024
Note $ $
----- End of picture text -----
| Assets | |||
|---|---|---|---|
| Cash and cash equivalents | 9 | 368,315 | 325,650 |
| Trade and other receivables | 10 | 94,581 | 6,196 |
| Contract assets | 4 | 9,289 | 22,178 |
| Prepayments | 11 | 71,389 | 97,357 |
| Other financial assets | 12 | 10,000 | 62,681 |
| Total current assets | 553,574 | 514,062 | |
| Property, plant, and equipment | 13 | 178,266 | 274,350 |
| Intangible assets | 14 | 1,095,439 | 1,191,945 |
| Right of use assets | 15 | 275,379 | 87,151 |
| Other financial assets | 12 | 137,225 | 49,225 |
| Total non-current assets | 1,686,309 | 1,602,671 | |
| Total assets | 2,239,883 | 2,116,733 | |
| Liabilities | |||
| Trade and other payables | 16 | 178,857 | 199,694 |
| Borrowings | 17 | 40,728 | 95,063 |
| Lease Liabilities | 18 | 61,711 | 92,086 |
| Employee benefits | 6 | 201,387 | 153,517 |
| Contract liabilities | 4 | 82,225 | 271,774 |
| Total current liabilities | 564,908 | 812,134 | |
| Borrowings | 17 | - | 11,007 |
| Lease Liabilities | 18 | 242,758 | - |
| Employee benefits | 6 | 105,568 | 80,121 |
| Provisions | 12,000 | 12,000 | |
| Contract liabilities – Government grant | 5 | 207,507 | 209,726 |
| Total non-current liabilities | 567,833 | 312,854 | |
| Total liabilities | 1,132,741 | 1,124,988 | |
| Net assets | 1,107,142 | 991,745 |
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
Page | 29
Financial Report
RemSense Technologies Limited
For the year ended 30 June 2025
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (continued) As of 30 June 2025
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----- Start of picture text -----
2025 2024
Note $ $
----- End of picture text -----
| Equity | |||
|---|---|---|---|
| Issued capital | 19 | 8,890,197 | 8,827,931 |
| Reserves | 19 | 1,251,795 | 484,263 |
| Accumulated losses | (9,034,850) | (8,320,449) | |
| Total equity | 1,107,142 | 991,745 |
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
Page | 30
Financial Report
RemSense Technologies Limited
For the year ended 30 June 2025
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the year ended 30 June 2024
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----- Start of picture text -----
Share Predecessor Options Performance Accumulated Total
capital reserve reserve rights losses equity
reserve
$ $ $ $ $ $
----- End of picture text -----
| Balance on 1 July 2023 Loss after income tax expense for the year |
7,204,024 (8,674) 59,306 - - - - - |
(5,825,767) 1,428,889 (2,306,165) (2,306,165) |
|---|---|---|
| Total comprehensive loss for the year Transactions with owners in their capacity as owners Contributions of equity, net of transaction costs Transfer to accumulated losses on expiry of options Share-based payment transactions |
- - - - 1,623,907 - - - - - 188,517 - - - 185,792 59,322 |
(2,306,165) (2,306,165) - 1,623,907 (188,517) - - 245,114 |
| Balance on 30 June 2024 | 8,827,931 (8,674) 433,615 59,322 |
(8,320,449) 991,745 |
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
Page | 31
Financial Report
RemSense Technologies Limited
For the year ended 30 June 2025
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (continued) For the year ended 30 June 2025
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----- Start of picture text -----
Share Predecessor Options Performance Accumulated Total
capital reserve reserve rights losses equity
reserve
$ $ $ $ $ $
----- End of picture text -----
| Balance on 1 July 2024 Loss after income tax expense for the year |
8,827,931 (8,674) 433,615 59,322 - - - - |
(8,320,449) 991,745 (799,782) (799,782) |
|---|---|---|
| Total comprehensive loss for the year Transactions with owners in their capacity as owners Contributions of equity, net of transaction costs Transfer to accumulated losses on exercise of options Transfer to accumulated losses on expiry of options Share-based payment transactions |
- - - - 62,266 - - - - - (36,667) - - - - (48,714) - - 819,406 33,507 |
(799,782) (799,782) - 62,266 36,667 - 48,714 - 852,913 |
| Balance on 30 June 2025 | 8,890,197 (8,674) 1,216,354 44,115 |
(9,034,850) 1,107,142 |
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
Page | 32
Financial Report
RemSense Technologies Limited
For the year ended 30 June 2025
CONSOLIDATED STATEMENT OF CASH FLOWS For the year ended 30 June 2025
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----- Start of picture text -----
2025 2024
Note $ $
----- End of picture text -----
| Cash flows from operating activities | |||
|---|---|---|---|
| Receipts from customers | 3,476,441 | 1,894,039 | |
| Government grants | 42,133 | 24,951 | |
| Payments to suppliers and employees | (3,123,332) | (3,254,371) | |
| Interest paid | (23,427) | (20,706) | |
| Interest received | 3,784 | - | |
| Net cash generated from / (used in) operating activities | 9(b) | 375,599 | (1,356,087) |
| Cash flows from investing activities | |||
| Proceeds from disposal of property, plant, and equipment | 36,810 | 7,791 | |
| Payments for property, plant, and equipment | (2,488) | (23,319) | |
| Payments for intangible assets | (87,444) | (565,614) | |
| Net payments to term deposits and rental bonds | (35,320) | - | |
| Net cash used in investing activities | (88,442) | (581,142) | |
| Cash flows from financing activities | |||
| Proceeds from issue of shares and options | 63,667 | 1,782,889 | |
| Proceeds from other short-term loans | 65,000 | 197,316 | |
| Repayment of premium funding facility | 17 | (192,116) | (140,149) |
| Repayment of other short-term loans | 17 | (83,856) | (160,000) |
| Repayment of chattels and mortgages | 17 | (20,376) | (18,371) |
| Repayment of lease liabilities | 9 | (67,709) | (90,930) |
| Payment of capital raising costs | (4,118) | (97,528) | |
| Net cash (used in) / generated from financing activities | (239,508) | 1,473,227 | |
| Net increase / (decrease) in cash and cash equivalents | 47,649 | (464,002) | |
| Cash and cash equivalents on 1 July | 325,650 | 789,652 | |
| Effect of exchange rate fluctuations on cash held | (4,984) | - | |
| Cash and cash equivalents on 30 June | 9(a) | 368,315 | 325,650 |
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
Page | 33
Notes to the Consolidated Financial Report For the year ended 30 June 2025
RemSense Technologies Limited
NOTES TO THE CONSOLIDATED FINANCIAL REPORT For the year ended 30 June 2025
1 MATERIAL ACCOUNTING POLICIES
The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
1.1 NEW OR AMENDED ACCOUNTING STANDARDS AND INTERPRETATIONS ADOPTED
The Group has adopted all the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (“AASB”) that are mandatory for the current reporting period. No change to accounting policies was required.
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the Group for the annual reporting period ended 30 June 2025. The Group has not yet assessed the impact of these new or amended Accounting Standards and Interpretations.
1.2 BASIS OF PREPARATION
These general-purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (“AASB”) and the Corporations Act 2001, as appropriate for, for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IASB”).
The amounts contained in the financial report have been rounded to the nearest $1 (unless otherwise stated) pursuant to the option available to the Company under ASIC Class Order 2016/191. The Company is an entity to which the class order applies.
Historical cost convention
The financial statements have been prepared under the historical cost convention, except for, where applicable, the revaluation of financial assets and liabilities at fair value through profit or loss, financial assets at fair value through other comprehensive income, certain classes of property, plant, and equipment and derivative financial instruments.
1.3 PRINCIPLES OF CONSOLIDATION
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of RemSense Technologies Limited (“Company” or “parent entity”) as of 30 June 2025 and the results of all subsidiaries for the year then ended. RemSense Technologies Limited and its subsidiaries together are referred to in these financial statements as the ‘Group’.
Subsidiaries are all those entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and can affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.
Page | 34
Notes to the Consolidated Financial Report For the year ended 30 June 2025
RemSense Technologies Limited
1.3 PRINCIPLES OF CONSOLIDATION (continued)
Intercompany transactions, balances, and unrealised gains on transactions between entities in the Group are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of the noncontrolling interest acquired, is recognised directly in equity attributable to the parent.
Non-controlling interest in the results and equity of subsidiaries are shown separately in the statement of profit or loss and other comprehensive income, statement of financial position, and statement of changes in equity of the Group. Losses incurred by the Group are attributed to the non-controlling interest in full, even if that results in a deficit balance.
When the Group loses control over a subsidiary, it derecognises the assets including goodwill, liabilities, and non-controlling interest in the subsidiary together with any cumulative translation differences recognised in equity. The Group recognises the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in profit or loss.
1.4 CURRENT AND NON-CURRENT CLASSIFICATION
Assets and liabilities are presented in the statement of financial position based on current and noncurrent classification.
An asset is classified as current when it is either expected to be realised or intended to be sold or consumed in the Group’s normal operating cycle, it is held primarily for the purpose of trading, it is expected to be realised within 12 months after the reporting date, or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting date. All other assets are classified as non-current.
A liability is classified as current when it is either expected to be settled in the Group’s normal operating cycle, it is held primarily for the purpose of trading, it is due to be settle within 12 months after the reporting date, or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting date. All other liabilities are classified as non-current.
Deferred tax assets and liabilities are always classified as non-current.
1.5 GOING CONCERN
The consolidated financial statements have been prepared on a 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.
For the year ended 30 June 2025, the Group recorded a loss of $799,782 (2024: 2,306,165) and had net cash inflows from operating activities of $375,599 (2024: net cash outflow of 1,356,087) and net cash outflows from investing activities of $88,442 (2024: 581,142). As of 30 June 2025, the Group had net assets of 1,107,142 (2024: $991,745), a working capital deficit of $11,336(2024: $298,072) and total cash on hand of 368,315 (2024: $325,650).
Page | 35
Notes to the Consolidated Financial Report
RemSense Technologies Limited
For the year ended 30 June 2025
1.5 GOING CONCERN (continued)
The Directors believe that there are reasonable grounds the Group will be able to continue as a going concern, after considering the following factors:
-
Capital raised on 04 August 2025 amounting to $750,600 (before costs)
-
Secured its first contract with Shell Energy, valued at $267,520
-
Successful R&D grant claim
-
Access to the capital markets to raise additional funds
-
Expected conversion of issued listed and unlisted share options
-
Access to other funding opportunities such as borrowings from related parties
-
The ability of the Directors and management to continue managing its cashflows and cash reserves to successfully execute its contracted projects and win new work whilst operating withing the Group’s budget
-
Reduce or defer discretionary expenditure and / or new projects, to manage cashflow
Accordingly, the Directors believe the Group will be able to continue as a going concern and that it is appropriate to adopt the going concern basis in the preparation of the financial report.
Should the Group be unsuccessful in achieving the matters set out above, a material uncertainty would exist that may cast significant doubt about the Group’s ability to continue as a going concern and, therefore, whether it will realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial report.
The financial report does not include any adjustments relating to the amounts or classification of recorded assets and liabilities that might be necessary if the Group does not continue as a going concern.
2 MATERIAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, revenue, and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. Judgements estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below.
Share-based payment transactions
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined using a Black-Scholes model, using the assumptions detailed in note 20.
Page | 36
Notes to the Consolidated Financial Report For the year ended 30 June 2025
RemSense Technologies Limited
2 MATERIAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS (continued)
Impairment of non-financial assets
Non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount.
Recoverable amount is the higher of an asset’s fair value less costs of disposal and value-in-use. The value-in-use is the present value of the estimated future cash flows relating to the asset using a pretax discount rate specific to the asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit.
Useful lives of depreciable assets
Management reviews its estimate of the useful lives of depreciable assets at each reporting date, based on the expected utility of the assets. Uncertainties in these estimates relate to technical obsolescence that may change the utility of certain software and IT equipment.
Recognition of Intangible assets
Development expenditure incurred on Virtualplant assets is capitalised only when the entity can demonstrate all of the following:
-
the technical feasibility of completing the asset;
-
its intention and ability to complete and use or sell the asset;
-
how the asset will generate probable future economic benefits;
-
the availability of adequate resources to complete the development; and
-
the ability to reliably measure the expenditure attributable to the asset during its development.
Capitalised development costs are initially recognised at cost and are subsequently measured at cost less accumulated amortisation and any accumulated impairment losses.
Page | 37
Notes to the Consolidated Financial Report For the year ended 30 June 2025
RemSense Technologies Limited
3 OPERATING SEGMENTS
Accounting Policy
Operating segments are presented using the ‘management approach’, where the information presented is on the same basis as the internal reports provided to the Chief Operating Decision Makers (‘CODM’). The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors of RemSense Technologies Limited.
For management purposes, the Group is organised into one operating segment, collecting customer data, processing this information, and delivering outcome reports. This includes technology development, RPAS services and its virtualplant Visual Twin software product, and services a range of markets and applications. All the Group’s activities are interrelated, and discrete financial information is reported to the CODM as a single segment. Accordingly, all significant operating decisions are based upon analysis of the Group as one segment. The financial results from the segment are equivalent to the financial statements of the Group as a whole. The accounting policies used by the Group in reporting segments internally are the same as those adopted in the financial statements.
During the year ended 30 June 2025, revenue amounting to $2,624,042 was derived from one of its major customers (2024: $607,290), which includes $538,414 was from an overseas project in Bangladesh (2024: Nil). These revenues are attributed to the provision of VP scanning services and subscriptions.
There have been no changes to the basis of segmentation or the measurement basis for segment profit or loss since 30 June 2025.
4 REVENUE
Accounting Policy
Revenue from contracts with customers
Revenue is recognised at an amount that reflects the consideration to which the Group is expected to be entitled in exchange for transferring services to a customer. For each contract with a customer, the Group: identifies the contract with a customer; identifies the performance obligations in the contract; determines the transaction price which takes into account estimates of variable consideration and the time value of money; allocates the transaction price to the separate performance obligations on the basis of the relative stand-alone selling price of each distinct service to be delivered; and recognises revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the services promised.
Rendering of services
Revenue from a contract to provide services is recognised over time as the services are rendered based on an hourly rate. For fixed priced jobs revenue is recognised at a point in time when the service is transferred to the customer. In the case of scanning work, this is the point at which the images are made available to the customer.
Page | 38
Notes to the Consolidated Financial Report For the year ended 30 June 2025
RemSense Technologies Limited
4 REVENUE (continued)
Accounting Policy
Methods for measuring progress towards satisfaction of a performance obligation
Output methods recognise revenue based on direct measurements of the value to the customer of the goods or services transferred to date relative to the remaining goods or services promised under the contract. Output methods include methods such as surveys of performance completed to date, appraisals of results achieved, milestones reached and time elapsed. When an entity evaluates whether to apply an output method to measure its progress, the entity shall consider whether the output selected would faithfully depict the entity’s performance towards complete satisfaction of the performance obligation.
Input methods recognise revenue based on the entity’s efforts or inputs to the satisfaction of a performance obligation (for example, resources consumed, labour hours expended, costs incurred) relative to the total expected inputs to the satisfaction of that performance obligation.
The input method is most appropriate for recognising revenue on the Group’s Engineering projects where invoices are issued at month-end based on hours worked and costs incurred until the job is complete.
The output method is most appropriate for recognising revenue on the Group’s remotely piloted aircraft system contracts. Revenue is booked when the asset, in this case the scanned images, are delivered to the customer.
Contract assets
Contract assets are recognised when the Group has transferred goods and services to the customer but where the Group is yet to establish an unconditional right to consideration. Contract assets are treated as financial assets for impairment purposes.
Contract liabilities
Contract liabilities are recognised when there is an obligation for the Group to transfer goods and services to the customer but where the Group has already received consideration from the customer. Revenue is recognised over the period it is earned. Contract liabilities are treated as financial liabilities for impairment purposes.
(a) The Group’s disaggregation of revenue from contracts with customers is as follows:
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2025 2024
$ $
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| virtualplant scanning services | 2,961,031 | 1,079,935 |
|---|---|---|
| RPAS services | 208,514 | 238,594 |
| virtualplant subscriptions | 147,824 | 227,174 |
| RPAS subscriptions | 118,148 | 117,672 |
| 3,435,517 | 1,663,375 |
Page | 39
Notes to the Consolidated Financial Report For the year ended 30 June 2025
RemSense Technologies Limited
4 REVENUE (continued)
(a) The Group’s disaggregation of revenue from contracts with customers is as follows:
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2025 2024
$ $
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| Timing of revenue recognition | ||
|---|---|---|
| Services transferred at a point in time | 3,169,546 | 1,318,529 |
| Services transferred over time | 265,971 | 344,846 |
| 3,435,517 | 1,663,375 |
(b) The Group’s assets and liabilities related to contracts with customers are as follows:
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----- Start of picture text -----
2025 2024
$ $
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| Contract assets | ||
|---|---|---|
| Balance on 1 July | 22,178 | 33,909 |
| Reclassified to trade receivables | (18,791) | (33,909) |
| Written off – job not going ahead | (1,480) | - |
| Consideration for work completed not billed | 7,382 | 22,178 |
| 9,289 | 22,178 |
The contract assets primarily relate to the Group’s rights to consideration for work completed but not billed at the reporting date for virtualplant scanning services. The contract assets are transferred to receivables when the rights become unconditional. This usually occurs when the Group issues an invoice to the customer.
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----- Start of picture text -----
virtualplant RPAS virtualplant Total
subscriptions subscriptions scanning
services
$ $ $ $
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| Contract liabilities | ||||
|---|---|---|---|---|
| Balance on 1 July 2023 | 84,800 | 69,328 | 195,716 | 349,844 |
| Recognition of revenue | - | - | (195,716) | (195,716) |
| Amounts received in advance | 296,000 | 166,492 | - | 462,492 |
| Amortised over term of subscription | (227,174) | (117,672) | - | (344,846) |
| Balance on 30 June 2024 | 153,626 | 118,148 | - | 271,774 |
| Amounts received in advance | 194,570 | - | - | 194,570 |
| Amortised over term of subscription | (265,971) | (118,148) | - | (384,119) |
| Balance on 30 June 2025 | 82,225 | - | - | 82,225 |
The contract liabilities primarily relate to the advance consideration received from customers for virtualplant scanning services, for which revenue is recognised at a point in time, virtualplant subscriptions for which revenue is recognised over time.
Page | 40
Notes to the Consolidated Financial Report For the year ended 30 June 2025
RemSense Technologies Limited
5 GOVERNMENT GRANTS
Accounting Policy
Government grants are recognised at their fair value where there is a reasonable assurance that the grant will be received, and the Group will comply with the terms and conditions.
Government grants relating to costs are deferred and recognised in profit or loss over the period necessary to match them with the costs that they are intended to compensate.
Government grants relating to the purchase of intangible assets are included in non-current liabilities as contract liabilities and credited to profit or loss on a straight-line basis over the expected lives of the related assets.
| 2025 $ |
2024 $ |
||
|---|---|---|---|
| R&D tax incentive | 171,321 | 174,917 |
During the financial year, the Group received a research and development (R&D) grant amounting to $169,102 (2024: $247,007). Out of this $42,133 was directly recognised as other income as it was related to R&D activities which were expensed.
Rest of this grant income has been recognised as deferred income in the statement of financial position and is being amortised in line with the associated intangible assets, in accordance with AASB 120 Accounting for Government Grants and Disclosure of Government Assistance.
This treatment aligns the recognition of grant income with the economic benefits derived from the associated intangible assets.
Below is a reconciliation on the portion of R&D tax incentive relating to capitalised expenditure during the year:
| 2025 | 2024 | ||
|---|---|---|---|
| $ | $ | ||
| Contract liabilities – Government grants | |||
| Balance on 1 July | 209,726 | 137,635 | |
| Capitalised R&D tax incentive | 98,796 | 209,726 | |
| Unwind of R&D tax incentive | (101,015) | (137,635) | |
| Balance on 30 June | 207,507 | 209,726 |
Page | 41
Notes to the Consolidated Financial Report For the year ended 30 June 2025
RemSense Technologies Limited
6 PERSONNEL EXPENSES AND EMPLOYEE BENEFITS
Accounting Policy
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual long service leave expected to be settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled.
Other long-term employee benefits
The liability for annual and long service leave, not expected to settle within 12 months of the reporting date, are measured at the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.
Defined contribution superannuation expense
Contributions to defined contribution superannuation plans are expensed in the period in which they are incurred.
The table below sets out personnel costs expensed during the year.
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2025 2024
Note $ $
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| Directors’ and key management personnel remuneration | 24 | 406,406 | 510,313 |
|---|---|---|---|
| Staff salaries | 1,369,584 | 1,751,337 | |
| Termination payments | 4,109 | 32,148 | |
| Superannuation | 144,533 | 183,446 | |
| Employee benefits (Annual leave & TOIL) | 11,407 | 7,350 | |
| Payroll and fringe benefits tax | 45,950 | 112,512 | |
| Recruitment expenses | - | 67,483 | |
| Other associated personnel expenses | 30,488 | 32,732 | |
| 2,012,477 | 2,697,321 | ||
| Expensed in cost of sales | 665,000 | 452,748 | |
| Capitalised in intangible assets | 210,549 | 500,276 | |
| Expensed in personnel expenses | 1,136,928 | 1,744,297 | |
| 2,012,477 | 2,697,321 |
Page | 42
Notes to the Consolidated Financial Report
RemSense Technologies Limited
For the year ended 30 June 2025
6 PERSONNEL EXPENSES AND EMPLOYEE BENEFITS (continued)
The table below sets out employee benefits at the reporting date.
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2025 2024
$ $
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| Salary accrual | 66,398 | 15,482 |
|---|---|---|
| Statutory superannuation contributions | 7,636 | 6,419 |
| Annual leave provision | 121,429 | 120,161 |
| Long service leave provision | 105,568 | 80,121 |
| Workplace giving | 700 | 1,500 |
| Time off in lieu provision | 5,224 | 9,955 |
| 306,955 | 233,638 | |
| Current | 201,387 | 153,517 |
| Non-current | 105,568 | 80,121 |
| 306,955 | 233,638 |
Page | 43
Notes to the Consolidated Financial Report For the year ended 30 June 2025
RemSense Technologies Limited
7 LOSS PER SHARE
Accounting Policy
Basic earnings per share
Basic earnings per share is calculated by dividing the profit / (loss) attributable to the owners of RemSense Technologies Limited, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to account for the after-income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.
| 2025 $ |
2024 $ |
||
|---|---|---|---|
| Basic and diluted loss per share | |||
| Loss after income tax attributable to owners of | |||
| RemSense Technologies Limited | (799,782) | (2,306,165) | |
| Cents | Cents | ||
| Basic loss per share | (0.48) | (1.87) | |
| Diluted loss per share | (0.48) | (1.87) | |
| Number | Number | ||
| Weighted average number of ordinary shares | |||
| Issued ordinary shares on 1 July | 164,859,687 | 93,770,089 | |
| Effect of shares issued during the period | 1,503,740 | 29,446,160 | |
| Weighted average number of ordinary shares on 30 June |
166,363,427 | 123,216,249 |
Page | 44
Notes to the Consolidated Financial Report For the year ended 30 June 2025
RemSense Technologies Limited
8 INCOME TAX EXPENSE
Accounting Policy
The income tax expense or benefit for the period is the tax payable on that period’s taxable income based on the applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for:
-
When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in as transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits, or
-
When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of the reversal can be controlled, and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probably that future taxable amounts will be available to utilise those temporary differences and losses.
The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are future taxable profits available to recover the asset.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities, and they relate to the same taxable authority on either the same taxable entity or different taxable entities which intend to settle simultaneously.
RemSense Technologies Limited (“the head entity”) and its wholly owned Australian subsidiaries have formed an income tax consolidated group under the tax consolidation regime. The head entity and each subsidiary in the tax consolidated group continue to account for their own current and deferred tax amounts. The tax consolidated group has applied the ‘separate taxpayer within group’ approach in determining the appropriate amount of taxes to allocate to members of the tax consolidated group.
Goods and Services Tax (‘GST’) and other similar taxes
Revenues, expenses, and assets are recognised net of the amount of, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position.
Page | 45
Notes to the Consolidated Financial Report
RemSense Technologies Limited
For the year ended 30 June 2025
8 INCOME TAX EXPENSE (continued)
(a) Amounts recognised in profit or loss
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2025 2024
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| Current tax expense | - | - |
|---|---|---|
| Deferred tax expense | - | - |
| Income tax expense | - | - |
| Numerical reconciliation of income tax expense to prima facie | ||
| tax | ||
| payable | ||
| Loss from continuing operations before income tax | (799,782) | (2,306,165) |
| Tax at the Australian tax rate of 25% (2024: 25%) | (199,946) | (576,541) |
| Non-deductible expenses | 213,987 | 46,741 |
| Non-assessable income | (42,830) | (43,729) |
| Permanent differences | 1,043 | 1,467 |
| Tax losses not brought to account | 27,746 | 572,062 |
| Income tax expense | - | - |
All unused tax losses were incurred by Australian entities.
The benefit of these tax losses will only be obtained if:
-
i) future assessable income is derived of a nature and of an amount sufficient to enable the benefit to be realised,
-
ii) the conditions for deductibility imposed by tax legalisation continue to be complied with, iii) no changes in tax legislation adversely affect the Group in realising the benefit, and
-
iv) satisfaction of either the continuity of ownership or the same business test.
Page | 46
Notes to the Consolidated Financial Report For the year ended 30 June 2025
RemSense Technologies Limited
8 INCOME TAX EXPENSE (continued)
(b) Amounts recognised directly in equity
Deferred tax liabilities have not been recognised in respect of the following items:
| 2025 $ |
2024 $ |
||
|---|---|---|---|
| Net deferred tax | 350 | 24,382 |
(c) Unrecognised deferred tax assets and liabilities
Deferred tax liabilities have not been recognised in respect of the following items:
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2025 2024
$ $
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| Deferred tax liabilities | ||
|---|---|---|
| Intangible assets | (159,691) | - |
| Right-of-use assets | (68,845) | (21,788) |
| (228,536) | (21,788) | |
| Off-set of deferred tax assets | 228,536 | 21,788 |
| - | - | |
| Deferred tax assets | ||
| Capital raising costs – s40-880 | 42,939 | 72,950 |
| Intangible assets | 226,515 | 156,836 |
| Right-of-use lease liability | 76,117 | 23,021 |
| Property, plant, and equipment | 2,264 | 2,266 |
| Accrued expenses | 14,500 | 21,003 |
| Employee benefits | 59,964 | 54,164 |
| Carry forward tax losses – revenue | 1,948,305 | 1,987,636 |
| Carry forward tax losses – capital | 53,706 | 53,706 |
| Other temporary differences | 10,521 | 15,171 |
| 2,434,831 | 2,386,753 | |
| Off-set of deferred tax liabilities | (228,536) | (21,788) |
| Net unrecognised deferred tax assets | 2,206,295 | 2,364,965 |
Page | 47
Notes to the Consolidated Financial Report For the year ended 30 June 2025
RemSense Technologies Limited
9 CASH AND CASH EQUIVALENTS
Accounting Policy
Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. For the statement of cash flows presentation purposes, cash and cash equivalent also includes, bank overdrafts, which are shown within borrowings in current liabilities on the statement of financial position.
(a) Reconciliation of cash recorded in Statement of Financial Position to Statement of Cash Flows
| 2025 $ |
2023 $ |
||
|---|---|---|---|
| Cash and cash equivalents in the statement of cashflows | 368,315 | 325,650 |
(b) Reconciliation of cash flows from operating activities
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2025 2024
$ $
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| Cash flows from operating activities | |||
|---|---|---|---|
| Loss for the year | (799,782) | (2,306,165) | |
| Adjustments for: | |||
| Equity-settled share-based payment transactions | 20 | 852,913 | 183,099 |
| Depreciation and amortisation | 471,428 | 455,893 | |
| Net loss on foreign exchange translation | 4,984 | - | |
| Annual and long service leave expense | 11,407 | 42,510 | |
| Profit on disposal of property, plant, and equipment | (4,533) | (6,208) | |
| Impairment of intangible assets | - | 131,965 | |
| Other income | - | (101,526) | |
| Net finance income | - | (648) | |
| Change in trade and other receivables | 378,663 | (318,785) | |
| Change in prepayments and deposits | 199,358 | 57,977 | |
| Change in other operating assets | 12,889 | (4,670) | |
| Change in other financial assets | - | 11,731 | |
| Change in trade and other payables | (60,159) | (2,572) | |
| Change in interest bearing liabilities | (7,386) | 322,395 | |
| Change in contract liabilities | (746,093) | 275,895 | |
| Change in employee benefitsprovision | 61,910 | (96,978) | |
| Net cash generated from / (used in) operating activities | 375,599 | (1,356,087) |
Page | 48
Notes to the Consolidated Financial Report
RemSense Technologies Limited
For the year ended 30 June 2025
9 CASH AND CASH EQUIVALENTS (continued)
(c) Changes in liabilities arising from financing activities
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----- Start of picture text -----
ATO Radium
Chattels & Premium Total
payment plan Capital
mortgages Leases Funding
$ funding
$ $ $ $
$
----- End of picture text -----
| Balance on 1 July 2023 | 49,754 | 183,016 | - | - | 232,770 | |
|---|---|---|---|---|---|---|
| Net cash from / (used in) financing activities |
(18,370) | (90,930) | (140,149) | (160,000) | 197,316 | (212,133) |
| Premium funding facility | - | - | 188,594 | - | - | 188,594 |
| Interest on premium funding facility – not paid |
- | - | 648 | - | 648 | |
| Radium Capital offset against R&D | - | - | - | (197,316) | (197,316) | |
| ATO payment plan | - | - | - | 185,593 | - | 185,593 |
| Balance on 30 June 2024 | 31,384 | 92,086 | 49,093 | 25,593 | - | 198,156 |
| Net cash from / (used in) financing activities |
(20,377) | (92,086) | (192,116) | (25,593) | - | (330,172) |
| New lease liability | - | 302,703 | - | - | - | 302,703 |
| Premium funding facility | - | - | 172,744 | - | - | 172,744 |
| Interest – not paid | - | 1,766 | - | - | - | 1,766 |
| Balance on 30 June 2025 | 11,007 | 304,469 | 29,721 | - | - | 345,197 |
Page | 49
Notes to the Consolidated Financial Report For the year ended 30 June 2025
RemSense Technologies Limited
10 TRADE AND OTHER RECEIVABLES
Accounting Policy
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any allowance for expected credit losses. Trade receivables are generally due for settlement within 30 days.
The Group has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue.
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
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----- Start of picture text -----
2025 2024
$ $
----- End of picture text -----
| Current | ||
|---|---|---|
| Trade receivables | 57,957 | 6,174 |
| Other receivables | 36,624 | 22 |
| 94,581 | 6,196 |
Provision for expected credit losses
The Group has not recognised a provision for expected credit losses for the year ended 30 June 2025 as credit risk has not increased significantly since initial recognition. Payment of invoices takes on average 30 days (2024: 30 days).
There were no trade receivable impairment losses for the year ending 30 June 2025 (2024: Nil).
Page | 50
Notes to the Consolidated Financial Report
RemSense Technologies Limited
For the year ended 30 June 2025
10 TRADE AND OTHER RECEIVABLES (continued)
The ageing of trade receivables is as follows:
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----- Start of picture text -----
2025 2024
$ $
----- End of picture text -----
| Not overdue | 50,640 | 6,174 |
|---|---|---|
| 0 to 3 months overdue | 7,317 | - |
| 57,957 | 6,174 |
Other receivables are non-interest bearing.
Note 21 includes disclosures relating to the credit risk exposures and analysis relating to the allowance for expected credit losses.
11 PREPAYMENTS
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----- Start of picture text -----
2025 2024
$ $
----- End of picture text -----
| Current | ||
|---|---|---|
| Insurance | 40,720 | 44,780 |
| Other | 30,669 | 52,577 |
| 71,389 | 97,357 |
Page | 51
Notes to the Consolidated Financial Report For the year ended 30 June 2025
RemSense Technologies Limited
12 OTHER FINANCIAL ASSETS
Accounting Policy
Investments and other financial assets are initially measured at fair value. Transaction costs are included as part of the initial measurement, except for financial assets at fair value through profit or loss. Such assets are subsequently measured at either amortised cost or fair value depending on their classification. Classification is determined based on both the business model within which such assets are held and the contractual cash flow characteristics of the financial asset unless an accounting mismatch is being avoided.
Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. When there is no reasonable expectation of recovering part, or all, of a financial asset, the carrying value is written off.
Financial assets at fair value through profit or loss
Financial assets not measured at amortised cost or at fair value through other comprehensive income are classified as financial assets at fair value through profit or loss. Typically, such financial assets will be either: (i) held for trading, where they are acquired for the purpose of selling in the short-term with an intention of making a profit, or a derivative; or (ii) designated as such upon initial recognition where permitted. Fair value movements are recognised in profit or loss.
Financial assets at fair value through other comprehensive income
Financial assets at fair value through other comprehensive income include equity investments which the Group intends to hold for the foreseeable future and has irrevocably elected to classify them as such upon initial recognition.
Impairment of financial assets
The Group recognises a loss allowance for expected credit losses on financial assets which are either measured at amortised cost or fair value through other comprehensive income. The measurement of the loss allowance depends upon the Group’s assessment at the end of each reporting period as to whether the financial instrument’s credit risk has increase significantly since initial recognition, based on reasonable and supportable information that is available, without undue cost or effort to obtain.
Where there has not been a significant increase in exposure to credit risk since initial recognition, as 12-month expected credit loss allowance is estimated. This represents a portion of the asset’s lifetime expected credit losses that is attributable to a default event that is possible within the next 12 months. Where a financial asset has become credit impaired, or where it is determined that credit risk has increased significantly, the loss allowance is based on the asset’s lifetime expected credit losses. The amount of expected credit loss recognised is measure on the probably weighted present value of anticipated cash shortfalls over the life of the instrument discounted at the original effective interest rate.
For financial assets mandatorily measured at fair value through other comprehensive income, the loss allowance is recognised in other comprehensive income with a corresponding expense through profit or loss. In all other cases, the loss allowance reduces the asset’s carrying value with a corresponding expense through profit or loss.
Page | 52
Notes to the Consolidated Financial Report
RemSense Technologies Limited
For the year ended 30 June 2025
12 OTHER FINANCIAL ASSETS (continued)
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----- Start of picture text -----
2025 2024
$ $
----- End of picture text -----
| Bank guarantee term deposit | 147,225 | 49,225 |
|---|---|---|
| Term deposit over credit card facility | - | 62,681 |
| 147,225 | 111,906 | |
| Current | 10,000 | 62,681 |
| Non-current | 137,225 | 49,225 |
| 147,225 | 111,906 |
Reconciliation
Reconciliation of the fair values at the beginning and end of the current and previous financial year are set out below:
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----- Start of picture text -----
Bank Credit card Total
Guarantee [(1) ] Bond [(2) ]
$ $ $
----- End of picture text -----
| Balance on 1 July 2023 | 47,236 | 60,000 | 107,236 |
|---|---|---|---|
| Interest income re-invested | 1,989 | 2,681 | 4,670 |
| Balance on 30 June 2024 | 49,225 | 62,681 | 111,906 |
| Interest income received | - | 3,149 | 3,149 |
| Investments / (withdrawals) during the year | 98,000 | (65,830) | 32,170 |
| Balance on 30 June 2025 | 147,225 | - | 147,225 |
Bank guarantee held over the Group’s leased premises.
Term deposit over the credit card facility.
Refer to note 21 for further information on fair value measurement
Page | 53
Notes to the Consolidated Financial Report For the year ended 30 June 2025
RemSense Technologies Limited
13 PROPERTY, PLANT AND EQUIPMENT
Accounting Policy
Plant and equipment are stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items.
Depreciation is calculated on diminishing balance basis to write off the net cost of each item of property, plant, and equipment (excluding land) over their expected useful lives as follows:
Plant and equipment 2 – 5 years Furniture and office equipment 5 – 10 years Mobile equipment and motor vehicles 8 years Communication and computer equipment 2 – 6 years
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.
Leasehold improvements are depreciated over the unexpired period of the lease or the estimated useful life of the assets, whichever is shorter.
An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the Group. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss. Any revaluation surplus reserve relating to the item disposed of is transferred directly to retained earnings / accumulated losses.
Page | 54
Notes to the Consolidated Financial Report
RemSense Technologies Limited
For the year ended 30 June 2025
13 PROPERTY, PLANT AND EQUIPMENT (continued)
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----- Start of picture text -----
2025 2024
$ $
----- End of picture text -----
| Plant and equipment – at cost | 629,647 | 666,577 |
|---|---|---|
| Less: accumulated depreciation | (469,603) | (443,470) |
| 160,044 | 223,107 | |
| Furniture and office equipment – at cost | 13,569 | 38,836 |
| Less: accumulated depreciation | (4,439) | (8,309) |
| 9,130 | 30,527 | |
| Communication and computer equipment – at cost | 57,909 | 57,909 |
| Less: accumulated depreciation | (50,131) | (44,554) |
| 7,778 | 13,355 | |
| Mobile equipment and motor vehicles – at cost | 29,545 | 58,409 |
| Less: accumulated depreciation | (28,231) | (51,048) |
| 1,314 | 7,361 | |
| Leasehold improvements – at cost | - | 6,426 |
| Less: accumulated depreciation | - | (6,426) |
| - | - | |
| 178,266 | 274,350 |
Reconciliations
Reconciliations of the written-down values at the beginning and end of the current and previous financial year are set out below:
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----- Start of picture text -----
Furniture Computer
Plant and and office & comms Mobile
equipment equipment equipment Equipment Total
$ $ $ $ $
----- End of picture text -----
| Balance on 1 July 2023 | 293,051 | 34,285 | 20,076 | 9,856 | 357,268 |
|---|---|---|---|---|---|
| Additions | 13,692 | - | 4,483 | - | 18,175 |
| Disposals | (5,000) | (2,062) | (4,603) | - | (11,665) |
| Depreciation on disposals | 5,000 | 1,732 | 3,350 | - | 10,082 |
| Depreciation expense | (83,636) | (3,428) | (9,951) | (2,495) | (99,510) |
| Balance on 30 June 2024 | 223,107 | 30,527 | 13,355 | 7,361 | 274,350 |
| Additions | 2,488 | - | - | - | 2,488 |
| Disposals | (39,418) | (25,267) | - | (28,864) | (93,549) |
| Depreciation on disposals | 30,818 | 6,923 | - | 23,532 | 61,273 |
| Depreciation expense | (56,951) | (3,053) | (5,577) | (715) | (66,296) |
| Balance on 30 June 2025 | 160,044 | 9,130 | 7,778 | 1,314 | 178,266 |
Page | 55
Notes to the Consolidated Financial Report For the year ended 30 June 2025
RemSense Technologies Limited
14 INTANGIBLE ASSETS
Accounting Policy
Intangible assets are initially recognised at cost. Indefinite life intangible assets are not amortised and are subsequently measured at cost less any impairment. Finite life intangibles assets are subsequently measured at cost less amortisation and any impairment. The gains or losses recognised in profit or loss arising from the derecognition of intangible assets are measured as the difference between net disposal proceeds and the carrying amount of the intangible asset. The method and useful lives of finite life intangible assets are reviewed annually. Changes in the expected pattern of consumption or useful life are accounted for prospectively by changing the amortisation method or period.
Software development
Costs that are directly associated with the development of software are recognised as intangible assets where the following criteria are met:
-
It is technically feasible to complete the software product so that it will be available for use
-
Management intends to complete the software product and use or sell it There is an ability to use or sell the software product
-
It can be demonstrated how the software product will generate probable future economic benefits
-
Adequate technical, financial, and other resources to complete the development and to use or sell the software product are available and
-
The expenditure attributable to the software product during its development can be reliably measured.
Software is amortised over the period of its expected finite life, being five years.
Other development expenditure that does not meet the above criteria is recognised as an expense when incurred. Development costs previously recognised as expenses are not recognised as assets in a subsequent period. Research costs, and costs associated with maintenance, are recognised as an expense when incurred.
Page | 56
Notes to the Consolidated Financial Report
RemSense Technologies Limited
For the year ended 30 June 2025
14 INTANGIBLE ASSETS (continued)
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----- Start of picture text -----
2025 2024
$ $
----- End of picture text -----
| Patents and trademarks– at cost | 19,995 | 19,995 |
|---|---|---|
| Less: accumulated amortisation | - | - |
| 19,995 | 19,995 | |
| virtualplant: Software – at cost | 834,990 | 834,990 |
| Less: accumulated amortisation | (344,938) | (177,941) |
| 490,052 | 657,049 | |
| virtualplant: IP – at cost | 400,000 | 400,000 |
| Less: accumulated amortisation | (236,274) | (156,274) |
| 163,726 | 243,726 | |
| virtualplant: other software development – at cost | 500,475 | 291,883 |
| Less: accumulated amortisation | (84,630) | (20,708) |
| 415,845 | 271,175 | |
| Intangible assets under construction | 5,821 | - |
| 5,821 | ||
| 1,095,439 | 1,191,945 |
Page | 57
Notes to the Consolidated Financial Report For the year ended 30 June 2025
RemSense Technologies Limited
14 INTANGIBLE ASSETS (continued)
Reconciliations
Reconciliations of the written-down values at the beginning and end of the current and previous financial year are set out below:
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----- Start of picture text -----
virtualplant
other Intangible
Patents and virtualplant virtualplant
software assets under
trademarks software IP Total
development construction
$ $ $ $
$ $
----- End of picture text -----
| Balance on 1 July 2023 | 17,425 | 616,671 | 323,726 | 74,222 | - | 1,032,044 |
|---|---|---|---|---|---|---|
| Additions | 2,570 | 332,944 | - | 230,100 | - | 565,614 |
| Impairment | - | (131,965) | - | - | - | (131,965) |
| Reclassification to profit or loss |
- | - | - | (12,439) | - | (12,439) |
| Amortisation expense | - | (160,601) | (80,000) | (20,708) | - | (261,309) |
| - | ||||||
| Balance on 30 June 2024 | 19,995 | 657,049 | 243,726 | 271,175 | 1,191,945 | |
| Additions | - | - | - | - | 214,413 | 214,413 |
| Transferred to intangible | ||||||
| assets after construction | - | - | - | 208,592 |
(208,592) | - |
| completion | ||||||
| Amortisation expense | - | (166,997) | (80,000) | (63,922) | - | (310,919) |
| Balance on 30 June 2025 | 19,995 | 490,052 | 163,726 | 415,845 | 5,821 | 1,095,439 |
Assessment of Impairment indicators
During the year ending 30 June 2025, management completed a full review of its capitalised development expenditure and intangible assets under construction as specified under AASB136 para 12. There were no indicators of impairment identified during this exercise.
Page | 58
Notes to the Consolidated Financial Report For the year ended 30 June 2025
RemSense Technologies Limited
15 RIGHT-OF-USE ASSETS
Accounting Policy
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the commencement date net of any lease incentives received, any initial direct costs incurred, and, except when included in the cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and restoring the site or asset.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of the asset, whichever is the shorter. Where the Group expects to obtain ownership of the leased asset at the end of the lease term, the depreciation is over its estimated useful life. Right-of-use assets are subject to impairment or adjusted for any remeasurement of lease liabilities.
The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss as incurred.
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----- Start of picture text -----
2025 2023
$ $
----- End of picture text -----
| Land and buildings – right of use | 470,379 | 187,939 |
|---|---|---|
| Less: accumulated depreciation | (195,000) | (100,788) |
| 275,379 | 87,151 | |
| Reconciliation of movements: | ||
| Opening balance | 87,151 | 182,225 |
| Additions1 | 282,440 | - |
| Amortisation | (94,212) | (95,074) |
| Closing balance | 275,379 | 87,151 |
1 During the year, Group entered into a new lease agreement for a 3-year term, to move its office to Suite 0101, Level 1, 5 Mill Street, Perth WA 6000.
Page | 59
Notes to the Consolidated Financial Report For the year ended 30 June 2025
RemSense Technologies Limited
16 TRADE AND OTHER PAYABLES
Accounting Policy
These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year and which are unpaid. Due to their short-term nature, they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition.
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----- Start of picture text -----
2025 2024
$ $
----- End of picture text -----
| Current | ||
|---|---|---|
| Trade payables | 103,191 | 82,581 |
| Other payables and accrued expenses | 58,900 | 96,359 |
| Authorised government agencies | 16,766 | 20,754 |
| 178,857 | 199,694 |
Refer to note 21 for further information on financial instruments.
17 BORROWINGS
Accounting Policy
Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method.
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----- Start of picture text -----
Book value Fair value Book value Fair value
2025 2025 2024 2024
$ $ $ $
----- End of picture text -----
| Current | ||||
|---|---|---|---|---|
| Chattels and mortgages | 11,007 | 11,007 | 31,383 | 31,383 |
| Premium funding | 29,721 | 29,721 | 49,094 | 49,094 |
| ATO payment plan | - | - | 25,593 | 25,593 |
| 40,728 | 40,728 | 106,070 | 106,070 | |
| Current | 40,728 | 40,728 | 95,063 | 95,063 |
| Non-current | - | - | 11,007 | 11,007 |
| 40,728 | 40,728 | 106,070 | 106,070 |
Page | 60
Notes to the Consolidated Financial Report
RemSense Technologies Limited
For the year ended 30 June 2025
17 BORROWINGS (continued)
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----- Start of picture text -----
Chattels & Premium Radium ATO
mortgages funding Capital [(1) ] payment plan [(2) ] Total
$ $ $ $ $
----- End of picture text -----
| Balance on 1 July 2023 | 49,754 | - | - | - | 49,754 |
|---|---|---|---|---|---|
| Financing of premium funding facility |
- | 188,594 | - | - | 188,594 |
| Loans and borrowings received | - | - | 198,080 | - | 198,080 |
| Financing of ATO payment plan | - | - | - | 178,856 | 178,856 |
| Interest charge | 4,316 | 6,603 | 5,236 | 6,737 | 22,892 |
| Interest paid | (4,316) | (5,954) | - | - | (10,270) |
| Principal repaid | (18,371) | (140,149) | - | (160,000) | (318,520) |
| ATO R&D refund paid to Radium | - | - | (228,267) | - | (228,267) |
| R&D refund repaid to Company | - | - | 24,951 | - | 24,951 |
| Balance on 30 June 2024 | 31,383 | 49,094 | - | 25,593 | 106,070 |
| Financing of premium funding facility |
- | 172,743 | - | - | 172,743 |
| Interest charge | 2,311 | 8,272 | - | - | 10,583 |
| Interest paid | (2,311) | (8,272) | - | - | (10,583) |
| Principal repaid | (20,376) | (192,116) | - | (25,593) | (238,085) |
| Balance on 30 June 2025 | 11,007 | 29,721 | - | - | 40,728 |
(1) On 16 October 2023, the Company secured a loan through Radium Capital for $198,080 (before costs of $764) as an advance on 80% of the Group’s estimated ATO R&D claim, plus interest payable at 16% p.a. The R&D grant was paid to Radium Capital with the balance refunded to the Company on 14 December 2023.
(2) On 9 November 2023, RemSense Pty Ltd, a subsidiary of RemSense Technologies Limited, entered a payment plant with the ATO for its September 2023 and October 2023 BAS and PAYGW liabilities totalling $178,856. Repayments were $20,000 per month for nine months with the balance including 11.15% interest making up the tenth instalment.
Refer to note 21 for further information on financial instruments.
Page | 61
Notes to the Consolidated Financial Report For the year ended 30 June 2025
RemSense Technologies Limited
18 LEASE LIABILITIES
Accounting Policy
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. Lease payments comprise of fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably certain to occur, and any anticipated termination penalties. The variable lease payments that to not depend on an index or a rate are expensed in the period in which they are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured if there is a change in the following:
-
future lease payments arising from a change in an index, or a rate used
-
residual guarantee
-
lease term, or
-
certainty of a purchase option and termination penalties.
When a lease liability is remeasured, an adjustment is made to the corresponding right-of-use asset, or to profit or loss if the carrying amount of the right-of-use asset is fully written down.
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----- Start of picture text -----
2025 2024
$ $
----- End of picture text -----
| Opening balance | 92,086 | 183,016 |
|---|---|---|
| Recognition of lease liabilities | 302,703 | - |
| Interest charged | 1,766 | 10,436 |
| Less principal repayments | (92,086) | (101,366) |
| Lease liabilities included in the consolidated statement | ||
| of financialposition | 304,469 | 92,086 |
| Current | 61,711 | 92,086 |
| Non-current | 242,758 | - |
| 304,469 | 92,086 |
Refer to note 21 for further information on financial instruments.
Page | 62
Notes to the Consolidated Financial Report For the year ended 30 June 2025
RemSense Technologies Limited
19 CAPITAL AND RESERVES
Accounting Policy
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
Issued capital
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----- Start of picture text -----
Ordinary shares
Number of shares Amount in $
2025 2024 2025 2024
----- End of picture text -----
| Balance on 1 July | 164,859,687 | 93,770,089 | 8,827,931 | 7,204,024 |
|---|---|---|---|---|
| Issue of shares on conversion of performance rights |
1,000,000 | - | - | - |
| Issue of shares on conversion of options | 916,675 | - | 36,667 | - |
| Issue of shares in lieu of consulting fees | 457,627 | - | 27,000 | - |
| Issue of fully paid shares for cash | - | 71,089,598 | - | 1,818,957 |
| Capital raising costs | - | - | (1,401) | (195,050) |
| Balance on 30 June | 167,233,989 | 164,859,687 | 8,890,197 | 8,827,931 |
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.
There is no current on-market share buy-back.
Reserves
Predecessor accounting reserve
The predecessor accounting reserve arises from the capital reorganisation and records the net liabilities of RemSense Technologies Limited as at the acquisition date being 14 April 2021.
Share-based payments reserve
The share-based payments reserve represents the fair value of performance rights and shares to be issued to directors, consultants, and employees. This reserve will be transferred to issued capital once the shares are issued or reversed through retained earnings if the options expire or are cancelled. Refer to note 20.
Page | 63
Notes to the Consolidated Financial Report
RemSense Technologies Limited
For the year ended 30 June 2025
19 CAPITAL AND RESERVES (continued)
Reserves (continued)
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----- Start of picture text -----
2025 2024
$ $
----- End of picture text -----
| Predecessor accounting | (8,674) | (8,674) |
|---|---|---|
| Options | 1,216,354 | 433,615 |
| Performance rights | 44,115 | 59,322 |
| 1,251,795 | 484,263 |
The following table shows the movement in the options reserve during the year:
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----- Start of picture text -----
Options
Number of options Amount in $
2025 2024 2025 2024
----- End of picture text -----
| Balance on 1 July | 45,081,500 | 11,585,000 | 433,615 | 59,306 |
|---|---|---|---|---|
| Issue of 3.8 cents options to Directors, expiring on 30-Nov-29 |
15,000,000 | - | 265,350 | - |
| Issue of 3.8 cents options to Consultants, expiring on 30-Nov-29 |
2,000,000 | - | 35,380 | - |
| Issue of 10 cents options to Consultants & employees, expiring on 19-Mar-28 |
11,500,000 | - | 306,545 | - |
| Exercise of 4 cents options, expiring on 09-Nov- 26 |
(916,675) | - | (36,667) | - |
| Vesting expense related to 4 cents options, expiring on 31-Mar-29, granted on 16-May-24 |
- | - | 188,297 | - |
| Vesting expense related to 4 cents options, expiring on 31-Mar-29, granted on 20-Jun-24 |
- | - | 23,834 | - |
| Cancellation of options on employee termination |
- | (670,000) | - | (32,130) |
| Expired and exercised Class A Director & | ||||
| founder options issued 19-Mar-21 | - | - | - | 332,682 |
| Class B options issued on exercise of Class A options (fair value embedded in class A options) |
- | 1,020,000 | - | - |
| Issue of 15 cent options to a KMP, expiring on 10- Dec-25 |
- | 2,000,000 | - | 25,240 |
| Issue of 4 cent options to KMPs, employees and | - | - | ||
| consultants, expiring 31-Mar-29 | 25,200,000 | 98,536 | ||
| Issue of listed 15 cent options to a broker, | - | - | ||
| expiring on 15-Dec-25 | 2,446,500 | 24,465 | ||
| Issue of 4 cent options to broker, expiring on 09- | - | - | ||
| Nov-26 | 5,000,000 | 37,550 | ||
| Expiry of 30-Jun-24, 30 cent options, issued on 20-Apr-21 |
- | (1,500,000) | - | (112,034) |
| Balance on 30 June | 72,664,825 | 45,081,500 | 1,216,354 | 433,615 |
Page | 64
Notes to the Consolidated Financial Report For the year ended 30 June 2025
RemSense Technologies Limited
20 SHARE-BASED PAYMENTS
Accounting Policy
Equity-settled and cash-settled share-based compensation benefits are provided to employees.
Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of services. Cash-settled transactions are awards of cash for the exchange of services, where the amount of cash is determined by reference to the share price.
The cost of equity-settled transactions is measured at fair value on grant date. Fair value is independently determined using the Black-Scholes option pricing model that considers the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the Group receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions.
The cost of equity-settled transactions is recognised as an expense with a corresponding increase inequity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vet and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.
The cost of cash-settled transactions is initially, and at each reporting date until vested, determined by applying the Black-Scholes option pricing model, taking into consideration the terms and conditions on which the award was granted. The cumulative charge to profit or loss until settlement of the liability is calculated as follows:
-
during the vesting period, the liability at each reporting date is the fair value of the award at that date multiplied by the expired portion of the vesting period
-
from the end of the vesting period until settlement of the award, the liability is the full fair value of the liability at the reporting date.
All changes in the liability are recognised in profit or loss. The ultimate cost of cash-settled transactions is the cash paid to settle the liability.
Market conditions are taken into consideration in determining fair value. Therefore, any awards subject to market conditions are considered to vest irrespective of whether that market condition has been met or not, provided all other conditions are satisfied.
If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification.
If the non-vesting condition is within the control of the Group or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the Group or employee, and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited.
If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as if they were a modification.
Page | 65
Notes to the Consolidated Financial Report For the year ended 30 June 2025
RemSense Technologies Limited
20 SHARE-BASED PAYMENTS (continued)
The share-based payment expense included within the consolidated financial statements can be broken down as follows:
==> picture [482 x 35] intentionally omitted <==
----- Start of picture text -----
2025 2024
Note $ $
----- End of picture text -----
| Options issued to key management personnel | 24 | 392,249 | 103,151 |
|---|---|---|---|
| Rights issued to key management personnel | 24 | 33,508 | 59,322 |
| Options issued to employees | 107,915 | 13,921 | |
| Options issued to consultants | 319,242 | 6,705 | |
| Shares issued to service providers | 27,000 | - | |
| Expensed in the statement of profit or loss | 879,914 | 183,099 | |
| Capital raising costs | |||
| Options issued to consultants | - | 62,015 | |
| Capitalised within equity | - | 62,015 |
Share-based payment programme
The Company has adopted an Employee Share Option Scheme (“ESOS”). Under the ESOS, the Company may grant options and rights to Company eligible employees to acquire securities to a maximum of 10% of the Company’s total issued ordinary shares at the date of the grant. The fair value of share options granted is measured using the Black Scholes option pricing model.
The options and rights vest on a time scale as specified in the ESOS and are granted for no consideration. Options and rights granted under the plan carry no dividend or voting rights. When exercisable, each option is converted into one ordinary share. The maximum term of an option is five years from grant date and the exercise price is settled in cash.
Options will not be transferable and will not be listed on the ASX unless the offer provides otherwise or the Board in its absolute discretion approves.
Page | 66
Notes to the Financial Report For the year ended 30 June 2025
RemSense Technologies Limited
20 SHARE-BASED PAYMENTS (continued)
Options
On 30 June 2025, a summary of the Group options issued and not exercised under the share-based payment programme are as follows. Options are settled by the physical delivery of shares:
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----- Start of picture text -----
Expired / Vested and
Exercise Balance at Granted Exercised forfeited Balance at exercisable
Grant Vesting Expiry Price the start of during during during the end of at the end of
date date date (cents) the year the year the year the year the year the year
----- End of picture text -----
| 20-Jul-22 | 20-Jul-22 | 30-Jun-25 | 40 | 1,020,000 | - | - | - | 1,020,000 | 1,020,000 |
|---|---|---|---|---|---|---|---|---|---|
| 15-Dec-22 | 15-Dec-22 | 30-Jun-25 | 25 | 515,000 | - | - | - | 515,000 | 515,000 |
| 28-Jun-23 | 28-Jun-23 | 10-Dec-25 | 15 | 9,000,000 | - | - | - | 9,000,000 | 9,000,000 |
| 2-Aug-23 | 2-Aug-23 | 10-Dec-25 | 15 | 2,446,500 | - | - | 2,446,500 | 2,446,500 | |
| 24-Aug-23 | 24-Aug-23 | 10-Dec-25 | 15 | 2,000,000 | - | - | 2,000,000 | 2,000,000 | |
| 10-May-24 | 16-Nov-24 | 31-Mar-29 | 4 | 12,000,000 | - | - | 12,000,000 | 12,000,000 | |
| 10-May-24 | 13-Jun-24 | 09-Nov-26 | 4 | 5,000,000 | (916,675) | - | 4,083,325 | 4,083,325 | |
| 16-May-24 | 27-Nov-24 | 31-Mar-29 | 4 | 10,400,000 | - | 10,400,000 | 10,400,000 | ||
| 24-May-24 | 10-Dec-24 | 31-Mar-29 | 4 | 500,000 | - | - | 500,000 | 500,000 | |
| 20-Jun-24 | 20-Dec-24 | 31-Mar-29 | 4 | 2,200,000 | - | - | 2,200,000 | 2,200,000 | |
| 29-Nov-24 | 29-Nov-24 | 30-Nov-29 | 3.8 | - | 17,000,000 | - | - | 17,000,000 | 17,000,000 |
| 14-Mar-25 | 14-Mar-25 | 19-Mar-28 | 10 | - | 10,000,000 | - | - | 10,000,000 | 10,000,000 |
| 20-Mar-25 | 20-Mar-25 | 19-Mar-28 | 10 | - | 1,000,000 | - | - | 1,000,000 | 1,000,000 |
| 20-Mar-25 | 25-Mar-25 | 19-Mar-28 | 10 | - | 500,000 | - | - | 500,000 | 500,000 |
| Total | 45,081,500 | 28,500,000 | (916,675) | - | 72,664,825 | 72,664,825 | |||
| Weighted average | exercise price | (cents) | 8.34 | 6.30 | 4.00 | - | 7.59 | 7.59 |
At the reporting date, the weighted average remaining contractual life of options outstanding at year end was 2.90 years.
Page | 67
Notes to the Financial Report For the year ended 30 June 2025
RemSense Technologies Limited
20 SHARE-BASED PAYMENTS (continued)
Key valuation assumptions made at valuation date under the Black & Scholes option pricing model are summarised below:
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----- Start of picture text -----
Vesting Share
Number of Exercise Grant Expiry Life of the Volatility Risk free Fair value
Date price
Options Price date date Options Rate at grant
at grant
date
date
(cents) (years) (cents)
(cents)
----- End of picture text -----
| Tranche | 3 | 1,020,000 | 40 | 18-Jul-22 | 30-Jun-25 | 18-Jul-22 | 2.95 | 95% | 0.09% | 4.431 | 16.0 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Tranche | 4 | 515,000 | 25 | 15-Dec-22 | 30-Jun-25 | 15-Dec-22 | 2.54 | 90% | 3.31% | 5.404 | 13.5 |
| Tranche | 5 | 9,000,000 | 15 | 28-Jun-23 | 10-Dec-25 | 28-Jun-23 | 2.45 | 90% | 3.99% | 2.459 | 6.9 |
| Tranche | 6 | 2,446,500 | 15 | 02-Aug-23 | 15-Dec-25 | 02-Aug-23 | 2.37 | 90% | 3.90% | 1.000 | n/a |
| Tranche | 7 | 2,000,000 | 15 | 24-Aug-23 | 10-Dec-25 | 24-Aug-23 | 2.30 | 90% | 3.90% | 1.262 | 4.87 |
| Tranche | 8 | 5,000,000 | 4 | 10-May-24 | 09-Nov-26 | 13-Jun-24 | 2.50 | 100% | 3.92% | 0.751 | 2.0 |
| Tranche | 9(1) | 12,000,000 | 4 | 10-May-24 | 31-Mar-29 | 16-Nov-24 | 4.89 | 100% | 3.92% | 1.158 | 1.8 |
| Tranche | 10(1) | 10,500,000 | 4 | 16-May-24 | 31-Mar-29 | 27-Nov-24 | 4.88 | 100% | 3.92% | 1.317 | 2.0 |
| Tranche | 11(1) | 500,000 | 4 | 24-May-24 | 31-Mar-29 | 10-Dec-24 | 4.85 | 100% | 3.92% | 1.642 | 2.4 |
| Tranche | 12(1) | 2,200,000 | 4 | 20-Jun-24 | 31-Mar-29 | 20-Dec-24 | 4.78 | 100% | 4.02% | 1.146 | 1.8 |
| Tranche | 13 | 17,000,000 | 3.8 | 29-Nov-24 | 30-Nov-29 | 29-Nov-24 | 5.01 | 100% | 4.05% | 1.769 | 2.5 |
| Tranche | 14.1 | 10,000,000 | 10 | 14-Mar-25 | 19-Mar-28 | 14-Mar-25 | 2.99 | 100% | 3.76% | 2.636 | 5.2 |
| Tranche | 14.2 | 1,000,000 | 10 | 20-Mar-25 | 19-Mar-28 | 20-Mar-25 | 2.99 | 100% | 3.76% | 2.769 | 5.4 |
| Tranche | 14.3 | 500,000 | 10 | 25-Mar-25 | 19-Mar-28 | 25-Mar-25 | 2.99 | 100% | 3.76% | 3.051 | 5.8 |
(1) The vesting conditions for tranches 9 to 12 requires the employee to remain as an employee six months after the issue of the options.
Page | 68
Notes to the Financial Report For the year ended 30 June 2025
RemSense Technologies Limited
20 SHARE-BASED PAYMENTS (continued)
Options (continued)
On 30 June 2024, a summary of the Group options issued and not exercised under the share-based payment programme are as follows. Options are settled by the physical delivery of shares:
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----- Start of picture text -----
Expired / Vested and
Exercise Balance at Granted Exercised forfeited Balance at exercisable
Grant Vesting Expiry Price the start of during during during the end of at the end of
date date date (cents) the year the year the year the year the year the year
----- End of picture text -----
| 20-Apr-21 | 30-Jun-23 | 30-Jun-24 | 30 | 1,000,000 | - | - | (1,000,000) | - | - |
|---|---|---|---|---|---|---|---|---|---|
| 2-Aug-21 | 30-Jun-23 | 30-Jun-24 | 30 | 500,000 | - | (500,000) | - | - | |
| 20-Jul-22 | 20-Jul-22 | 30-Jun-25 | 40 | 1,020,000 | - | - | - | 1,020,000 | 1,020,000 |
| 15-Dec-22 | 15-Dec-22 | 30-Jun-25 | 25 | 1,085,000 | - | - | (570,000) | 515,000 | 515,000 |
| 28-Jun-23 | 28-Jun-23 | 10-Dec-25 | 15 | 9,000,000 | - | - | - | 9,000,000 | 9,000,000 |
| 2-Aug-23 | 2-Aug-23 | 10-Dec-25 | 15 | - | 2,446,500 | - | - | 2,446,500 | 2,446,500 |
| 24-Aug-23 | 24-Aug-23 | 10-Dec-25 | 15 | - | 2,000,000 | - | - | 2,000,000 | 2,000,000 |
| 10-May-24 | 16-Nov-24 | 31-Mar-29 | 4 | - | 12,000,000 | - | - | 12,000,000 | - |
| 10-May-24 | 13-Jun-24 | 09-Nov-26 | 4 | - | 5,000,000 | - | - | 5,000,000 | 5,000,000 |
| 16-May-24 | 27-Nov-24 | 31-Mar-29 | 4 | - | 10,500,000 | - | (100,000) | 10,400,000 | - |
| 24-May-24 | 10-Dec-24 | 31-Mar-29 | 4 | - | 500,000 | - | - | 500,000 | - |
| 20-Jun-24 | 20-Dec-24 | 31-Mar-29 | 4 | - | 2,200,000 | - | - | 2,200,000 | - |
| Total | 12,605,000 | 34,646,500 | - | (2,170,000) | 45,081,500 | 19,981,500 | |||
| Weighted average | exercise price | (cents) | 19.67 | 5.41 | - | 27.49 | 8.34 | 13.78 |
At the reporting date, the weighted average remaining contractual life of options outstanding at year end was 3.37 years.
Page | 69
Notes to the Financial Report For the year ended 30 June 2025
RemSense Technologies Limited
20 SHARE-BASED PAYMENTS (continued)
Performance rights
On 30 June 2025, a summary of the Group options issued and not exercised are as follows:
| Grant date |
Vesting date |
Expiry date |
Balance at the start of theyear |
Granted during theyear |
Exercised during theyear Expired / forfeited during theyear |
Balance at the end of theyear Vested and exercisable at the end of theyear |
|---|---|---|---|---|---|---|
| 07-Sep-23 | 07-Sep-24 | 07-Sep-25 | - | 1,000,000 | (1,000,000) - |
- - |
| 07-Sep-23 | 07-Sep-25 | 07-Sep-25 | - | 1,000,000 | - - |
1,000,000 - |
| - | 2,000,000 | (1,000,000) - |
1,000,000 - |
Each performance right represents a right to have issued one fully paid ordinary share at the end of the performance period. No exercise price will be payable and the applicable performance hurdles must be met to be eligible to receive the shares.
On 24 August 2023, Warren Cook received 2,000,000 performance rights as part of his contract of employment. 1,000,000 performance rights were vested and converted to fully paid ordinary shares on 7 September 2024. Subsequent to the year end, the balance of the performance rights was vested and exercisable on 7 September 2025.
The fair value of the expense is based on the share price on grant date (4.9 cents), expensed over vesting period.
Page | 70
Notes to the Financial Report For the year ended 30 June 2025
RemSense Technologies Limited
21 FINANCIAL INSTRUMENTS
Accounting Policy
Recognition and derecognition
Financial assets and liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and substantially all the risks and rewards are transferred.
A financial liability is derecognised when it is extinguished, discharged, cancelled, or expires.
Classification and initial measurement of financial assets
All financial assets are initially measured at fair value adjusted for transaction costs (where applicable).
For subsequent measurement, financial assets are amortised at cost
All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs, finance income or other financial items, except for impairment of trade receivables which is presented within other expenses.
The classification is determined by both:
-
the entity’s business model for managing the financial asset; and
-
the contractual cash flow characteristics of the financial asset.
Subsequent remeasurement of financial assets Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVTPL):
-
they are held within a business model whose objective is to hold the financial assets to collect its contractual cash flows
-
the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding.
After initial recognition, these are measured at amortised costs using the effective interest method.
Discounting is omitted where the effect of discounting is immaterial. The Group’s cash and cash equivalents, trade and most other receivables fall into this category of financial instruments as well as listed bonds that were previously classified as held-to-maturity under AASB 139.
Page | 71
Notes to the Financial Report For the year ended 30 June 2025
RemSense Technologies Limited
21 FINANCIAL INSTRUMENTS (continued)
Accounting Policy (continued)
==> picture [473 x 8] intentionally omitted <==
Classification and measurement of financial liabilities
The Group’s financial liabilities include borrowings, trade, and other payables.
Financial liabilities are initially measured at fair value, and where applicable, adjusted for transaction costs unless the Group designated a financial liability at fair value through profit or loss.
Subsequently, financial liabilities are initially measured at amortised cost using the effective interest method.
All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in profit or loss are included within finance costs or finance income.
Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to shareholders through the optimisation of the debt and equity balance.
The Group’s overall strategy remains unchanged from 2024.
The capital structure of the Group consists of cash and cash equivalents, borrowings, and equity attributable to equity holders of the parent, comprising issued capital, reserves and retained earnings.
None of the Group’s entities are subject to externally imposed capital requirements.
Operating cash flows are used to maintain and expand operations, as well as to make routine expenditures such as tax and general administrative outgoings.
Financial risk management objectives
The Group is exposed to market risk (including foreign currency exchange rate risk and interest rate risk), credit risk and liquidity risk.
The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed on a continuous basis to reflect changes in market conditions and the Group’s activities. The Group does not trade financial instruments, including derivative financial instruments, for speculative purposes.
Page | 72
Notes to the Financial Report For the year ended 30 June 2025
RemSense Technologies Limited
21 FINANCIAL INSTRUMENTS (continued)
Market risk
The Group’s activities expose it primarily to the financial risks of changes in interest rates.
There has been no change to the Group’s exposure to market risks or the manner it manages and measures the risk from the previous period.
Interest rate risk management
The Group is exposed to interest rate risk as entities in the Group borrow funds at both fixed and floating interest rates. The risk is managed by the Group by maintaining an appropriate mix between fixed and floating rate borrowings.
The Group’s exposure to interest rate on financial assets and financial liabilities are detailed in the liquidity risk management section of this note.
Interest rate risk sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to interest rates for nonderivative instruments at the balance date.
The Group’s sensitivity to interest rates is immaterial.
Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has adopted a policy of only dealing with creditworthy counterparties, confirming references, and setting appropriate credit limits. The maximum exposure to credit risk at the reporting date to recognise financial assets is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial position and notes the financial statements. The Group does not hold any collateral.
The Group applies the AASB 9 simplified approach to measuring expected credit losses which uses a lifetime expected credit loss allowance for trade receivables.
To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due.
The expected credit loss rates are based on the payment profiles of sales over a period of 24 months before 30 June 2025 and the corresponding historical credit losses experienced within this period.
The loss allowance on all financial assets is measured by considering the probability of default. Receivables are in default when contractual payments are 90 days past due. However, in certain cases, the Group may also consider a financial asset to be in default when internal or external information indicates the Group is unlikely to receive the outstanding contractual amounts in full before considering any credit enhancements held by the Group.
Page | 73
Notes to the Financial Report For the year ended 30 June 2025
RemSense Technologies Limited
21 FINANCIAL INSTRUMENTS (continued)
Credit risk management (continued)
The historical loss rates are adjusted to reflect current and forward-looking information has adopted a lifetime expected credit loss allowance in estimating expected credit losses to trade receivables through a matrix using overdue days. This provision is considered representative across all customers based on recent sales experience, historical collection rates and forward-looking information that is available. As disclosed in note 10, no provision for expected credit loss has been made.
Generally, trade receivables are written off when there is no reasonable expectation of recovery. Indicators of this include the failure of a debtor to engage in a repayment plan, no active enforcement activity, and a failure to make contractual payments for a period greater than one year.
Liquidity risk management
Ultimate responsibility for liquidity risk management rests with the Board of Directors, who have built an appropriate liquidity risk management framework for the management of the Group’s short, medium, and long-term funding and liquidity management requirements.
The Group manages liquidity risk by maintaining adequate banking and borrowing facilities by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities, excluding liabilities associated with discontinued operations.
Non-derivative financial liabilities
The following table details the Group’s expected contractual maturities for its non-derivative financial liabilities.
These have been drawn up based on undiscounted contractual maturities of the financial liabilities based on the earliest date the Group can be required to repay.
The table includes both interest and principal cash flows.
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----- Start of picture text -----
Weighted Less than 6 months 1 – 5 years
average 6 months to 1 year
interest
rate
% $ $ $
----- End of picture text -----
| 30 June 2025 | ||||
|---|---|---|---|---|
| Trade and other payables (including salary and | ||||
| superannuation liabilities) | n/a | 253,591 | - | - |
| Borrowings (including right of use lease liabilities) |
6.84 | 48,206 | 44,840 | 250,385 |
| 301,797 | 44,840 | 250,385 | ||
| 30 June 2024 | ||||
| Trade and other payables (including salary and | ||||
| superannuation liabilities) | n/a | 223,095 | - | - |
| Borrowings (including right of use lease liabilities) |
7.43 | 134,073 | 53,076 | 11,007 |
| 357,168 | 53,076 | 11,007 |
Page | 74
Notes to the Financial Report
RemSense Technologies Limited
For the year ended 30 June 2025
21 FINANCIAL INSTRUMENTS (continued)
Fair value measurement
Financial assets and financial liabilities measured at fair value in the statement of financial position are grouped into three levels of a fair value hierarchy.
The three levels are defined based on the observability of significant inputs to the measurement, as follows:
-
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
-
Level 2: inputs other than quoted prices included within Level 1, that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and
-
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Transfers
There have been no transfers between the levels of the fair value hierarchy during the year ended 30 June 2025.
Not measured at fair value
The Group has various financial instruments which are not measured at fair value on a recurring basis in the statement of financial position.
The Directors consider that the carrying amounts of current receivables, current payables and current borrowings are a reasonable approximation to their fair values.
The methods and valuation techniques used for the purposes of measuring fair values are unchanged compared to the previous reporting period.
22 SUBSIDIARIES
The consolidated financial statements incorporate the assets, liabilities, and results of the following wholly owned subsidiary in accordance with the accounting policy described in note 1.4:
| Name of subsidiary | Place of incorporation | Equity Interests 2025 2024 % % |
Equity Interests 2025 2024 % % |
|
|---|---|---|---|---|
| RemSense Pty Ltd | Australia | 100 | 100 |
Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation.
Page | 75
Notes to the Financial Report For the year ended 30 June 2025
RemSense Technologies Limited
23 PARENT COMPANY DISCLOSURES
Accounting Policy
The accounting policies of the parent entity, which has been applied in determining the financial information shown below, are the same as those applied in the consolidated financial statements.
As at, and throughout the financial year ended 30 June 2025, the parent entity of the Group was RemSense Technologies Limited.
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----- Start of picture text -----
2025 2024
$ $
----- End of picture text -----
| Result of the parent entity | ||
|---|---|---|
| Loss for the year | (2,022,633) | (2,306,165) |
| Total comprehensive loss for the year | (2,022,633) | (2,306,165) |
| Financial position of parent entity at year end | ||
| Current assets | 44,667 | 223,814 |
| Total assets | 82,133 | 1,175,471 |
| Current liabilities | (197,842) | (183,726) |
| Total liabilities | (197,842) | (183,726) |
| Total equity of the parent entity comprising of: | ||
| Share capital | 8,159,313 | 8,097,047 |
| Reserves | 1,297,136 | 492,937 |
| Accumulated losses | (9,572,158) | (7,598,239) |
| Total equity | (115,709) | 991,745 |
Page | 76
Notes to the Financial Report
RemSense Technologies Limited
For the year ended 30 June 2025
24 RELATED PARTIES
Accounting Policy
Key management personnel compensation
Directors’ remuneration is expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount because of past service provided by the employee and the obligation can be estimated reliably.
Key management personnel compensation
Key management personnel compensation comprises the following:
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----- Start of picture text -----
2025 2024
$ $
----- End of picture text -----
| Short-term employee benefits | 368,673 | 513,116 |
|---|---|---|
| Long-term employee benefits | - | (58,957) |
| Post-employment benefits | 40,824 | 56,154 |
| Share-based payments – options | 392,249 | 103,151 |
| Share-based payments – performance rights | 33,508 | 59,322 |
| 835,254 | 672,786 |
25 AUDITOR’S REMUNERATION
The auditor of RemSense Technologies Limited is BDO Audit Pty Ltd. During the financial year the following fees were paid or payable for the services provided by BDO Australia, the auditor of the Group and its network firms:
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----- Start of picture text -----
2025 2024
$ $
----- End of picture text -----
| BDO Australia | ||
|---|---|---|
| Audit and other assurance services | ||
| Audit and review of financial reports | 107,007 | 90,159 |
| Non-audit services | ||
| Taxation services | 24,668 | 32,452 |
| Total remuneration services of BDO Australia | 131,675 | 122,611 |
Page | 77
Notes to the Financial Report For the year ended 30 June 2025
RemSense Technologies Limited
26 MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
As announced to the market on 2 July 2025, following options were expired;
-
1,609,881 options exercisable at $0.40
-
515,000 options exercisable at $0.25
On 4 August 2025, Company issued 27,800,000 fully paid ordinary shares at an issue price of $0.027 and raised $750,600 (before costs). Applicants for this capital raising has received a free-attaching option on a basis of one option for every two shares applied for, which are exercisable at $0.04 on or before 9 November 2026.
On 7 September 2025, the second tranche of performance rights of 1,000,000 were vested and became exercisable on the second anniversary of Warren Cook’s appointment as CEO of the Company.
On 11 September 2025, the Company secured its first contract with Shell Energy, valued at $267,520, to deliver an advanced digital visualisation platform supporting facility commissioning.
On 12 September 2025, the Company held a general meeting at which shareholders approved the following issuances;
-
462,962 fully paid ordinary shares and 231,481 free-attaching options to each of the directors, respectively; and
-
5,000,000 options to the broker engaged by the Company in connection with the Capital raising on 4 August 2025
Other than as disclosed above, no matters or circumstances have arisen since the end of the financial year that have significantly affected, or may significantly affect, the operations of the Group, the results of these operations, or the state of affairs of the Group in future financial years.
Page | 78
Consolidated Entity Disclosure Statement For the year ended 30 June 2025
RemSense Technologies Limited
CONSOLIDATED ENTITY DISCLOSURE STATEMENT As of 30 June 2025
Basis of preparation
This consolidated entity disclosure statement has been prepared in accordance with the s295(3A)(a) of the Corporations Act 2001 and includes the required information for RemSense Technologies Limited and the entities it controls in accordance with AASB 10 Consolidated Financial Statements.
| Name of entity | Type of entity | Place formed or incorporated |
Percentage of share capital held (if applicable) Australian tax resident or foreign tax resident Foreign tax jurisdiction (if applicable) |
Percentage of share capital held (if applicable) Australian tax resident or foreign tax resident Foreign tax jurisdiction (if applicable) |
Percentage of share capital held (if applicable) Australian tax resident or foreign tax resident Foreign tax jurisdiction (if applicable) |
|
|---|---|---|---|---|---|---|
| RemSense Technologies Limited |
Body Corporate | Australia | n/a | Australian | n/a | |
| RemSense Pty Ltd | Body Corporate | Australia | 100% | Australian | n/a |
At the end of the financial year, no entity within the consolidated entity was a trustee of a trust within the consolidated entity, a partner in a partnership within the consolidated entity, or a participant in a joint venture within the consolidated entity.
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Directors’ Declaration
RemSense Technologies Limited
For the year ended 30 June 2025
DIRECTORS’ DECLARATION
In accordance with a resolution of the Directors of RemSense Technologies Limited, we state that:
In the directors’ opinion:
- The financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the Corporations Regulations 2001, and other mandatory professional reporting requirements.
2. The attached financial statements and notes comply with International Financial Reporting Standards as issued by the International Accounting Standards Board as disclosed in note 1.2.
-
The financial statements and notes give a true and fair view of the Group’s financial position as of 30 June 2025 and of its performance for the financial year ended on that date.
-
There are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.
-
The Consolidated Entity Disclosure Statement on page 79 is true and correct.
This declaration has been made after receiving the declarations required to be made to the Directors in accordance with section 295A of the Corporations Act 2001 for the year ended 30 June 2025.
On behalf of the Board
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Warren Cook
Managing Director
22 September 2025 Perth
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Tel: +61 8 6382 4600 Level 9, Mia Yellagonga Tower 2 Fax: +61 8 6382 4601 5 Spring Street www.bdo.com.au Perth, WA 6000 PO Box 700 West Perth WA 6872 Australia
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INDEPENDENT AUDITOR'S REPORT
To the members of RemSense Technologies Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of RemSense Technologies Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2025, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial report, including material accounting policy information, the consolidated entity disclosure statement and the directors’ declaration.
In our opinion the accompanying financial report of the Group, is in accordance with the Corporations Act 2001 , including:
-
(i) Giving a true and fair view of the Group’s financial position as at 30 June 2025 and of its financial performance for the year ended on that date; and
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(ii) Complying with Australian Accounting Standards and the Corporations Regulations 2001 .
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the Financial Report section of our report. We are independent of the Group in accordance with the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have 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 report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to Note 1.5 in the financial report which describes the events and/or conditions which give rise to the existence of a material uncertainty that may cast significant doubt about the group’s ability to continue as a going concern and therefore the group may be unable to realise its assets and discharge its liabilities in the normal course of business. Our opinion is not modified in respect of this matter.
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of A.C.N. 050 110 275 Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and A.C.N. 050 110 275 Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation
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Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the Material uncertainty related to going concern section, we have determined the matters described below to be the key audit matters to be communicated in our report.
Revenue Recognition
| Key audit matter | How the matter was addressed in our audit |
|---|---|
| The Group has several material revenue streams in the form of engineering services, scanning jobs and Software as a Service (SaaS) contracts. The revenue streams are material to the financial report. Management focuses on revenue as the key driver by which the performance of the Group is measured. Refer to Note 4 in the financial report for disclosures relating to the Group’s revenue accounting policy and judgements applied in revenue recognition. The core principle of AASB 15 Revenue from contracts with customers, is that an entity should recognise revenue to depict the transfer of promised services to customers that reflects the consideration to which the entity expects to be entitled for those services. Revenue recognition is a key audit matter due to the significance of revenue to the financial report and the complex nature of accounting for the appropriate timing of revenue related to the individual revenue streams. |
Our procedures included, but were not limited to the following: • Assessing the appropriateness of management’s revenue recognition policy, ensuring that the policy is in accordance with the five step model adopted by the relevant Australian Accounting Standard AASB 15; • Understanding and documenting the process and controls used by the group in recording revenue; • Checking a sample of revenue transactions to evaluate whether they were appropriately recorded as revenue ensuring the amounts recorded agree to supporting evidence; • Testing a sample of outstanding customer contracts at year end and agreeing to supporting records to ensure that contract assets and contract liabilities have been recognised in accordance with the accounting standards and the Group’s accounting policy; • Performing cut-off procedures to ensure that revenue was captured in the appropriate financial year; and • Assessing the adequacy of the related disclosures in note 4 of the financial report. |
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Other information
The directors are responsible for the other information. The other information comprises the information contained in Group report for the year ended 30 June 2025 but does not include the financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the Financial Report
The directors of the Company are responsible for the preparation of:
-
a) the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and
-
b) the consolidated entity disclosure statement that is true and correct in accordance with the Corporations Act 2001 , and
for such internal control as the directors determine is necessary to enable the preparation of:
-
i) the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error; and
-
ii) the consolidated entity disclosure statement that is true and correct and is free of misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.
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A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at:
https://www.auasb.gov.au/media/bwvjcgre/ar1_2024.pdf
This description forms part of our auditor’s report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 15 to 25 of the directors’ report for the year ended 30 June 2025.
In our opinion, the Remuneration Report of RemSense Technologies Limited, for the year ended 30 June 2025, complies with section 300A of the Corporations Act 2001 .
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
BDO Audit Pty Ltd
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Ashleigh Woodley
Director
Perth, 22 September 2025
Securities Exchange Information
RemSense Technologies Limited
SECURITIES EXCHANGE INFORMATION
The shareholder information set out below was applicable on 16 September 2025:
1. Distribution of ordinary shares
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Range Total holders Ordinary shares % of issued capital
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| 1 – 1,000 | 44 | 17,475 | 0.01 |
|---|---|---|---|
| 1,001 – 5,000 | 236 | 638,614 | 0.33 |
| 5,001 – 10,000 | 123 | 1,025,744 | 0.53 |
| 10,001 – 100,000 | 303 | 11,133,922 | 5.74 |
| 100,001 and over | 153 | 181,199,719 | 93.39 |
| Total | 859 | 194,015,474 | 100.00 |
There were 431 holders of less than a marketable parcel of ordinary shares.
2. Distribution of listed options
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Range Total holders Ordinary shares % of issued capital
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| 1 – 1,000 | 22 | 11,522 | 0.07 |
|---|---|---|---|
| 1,001 – 5,000 | 21 | 49,582 | 0.31 |
| 5,001 – 10,000 | 15 | 108,732 | 0.68 |
| 10,001 – 100,000 | 27 | 894,608 | 5.59 |
| 100,001 and over | 25 | 14,926,013 | 93.34 |
| Total | 110 | 15,990,457 | 100.00 |
3. Substantial shareholders
The substantial shareholders are set out below:
| Number of shares | |
|---|---|
| Richard Pace | 30,351,005 |
| Trench Super Pty Ltd | 13,587,638 |
| Adrian John Hollis | 12,814,473 |
| Netwealth Investments Limited | 12,536,557 |
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Securities Exchange Information
RemSense Technologies Limited
4. Voting rights
Ordinary shares
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll, every member present or by proxy shall have one vote for every share held.
Options and rights
No voting rights.
5. Corporate Governance Statement
In accordance with Listing Rule 4.10.3, the Company’s Corporate Governance Statement can be found on the Company’s website.
Refer to: https://remsense.com.au/investors/corporate-governance/
6. Unlisted options
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Grant date Number Number of Expiry date Exercise price
holders (cents)
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| 28-Jun-2023 | 9,000,000 | 3 | 10-Dec-2025 | 15 |
|---|---|---|---|---|
| 24-Aug-2023 | 2,000,000 | 1 | 10-Dec-2025 | 15 |
| 09-Nov-2023 | 41,044,758 | 111 | 09-Nov-2026 | 4 |
| 10-May-2024 | 25,100,000 | 21 | 31-Mar-2029 | 4 |
| 29-Nov-2024 | 17,000,000 | 5 | 30-Nov-2029 | 3.8 |
| 20-Mar-2025 | 11,500,000 | 4 | 19-Mar-2028 | 10 |
| 04-Aug-2025 | 4,000,000 | 1 | 30-Jun-2028 | 10 |
| 11-Aug-2025 | 13,205,557 | 34 | 09-Nov-2026 | 4 |
7. Performance rights
| Grant date | Number | Number of | Expiry date |
|---|---|---|---|
| holders | |||
| 24-Aug-2023 | 1,000,000 | 1 | 10-Dec-2025 |
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Securities Exchange Information
RemSense Technologies Limited
8. Twenty largest shareholders on 16 September 2025
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Ordinary shares
Number % of issued
Shareholders held shares
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| VALRICH SUPERANNUATION PTY LTD | 17,851,005 | 9.20 |
|---|---|---|
| TRENCH SUPER PTY LTD | 13,387,638 | 6.90 |
| ADRIAN JOHN HOLLIS | 12,814,473 | 6.60 |
| NETWEALTH INVESTMENTS LIMITED | 12,536,557 | 6.46 |
| RICHARD PACE | 12,500,000 | 6.44 |
| ENDEAVOUR RIVER PTY LTD | 7,250,000 | 3.74 |
| MR NICHOLAS JOHN CLEGG | 5,825,000 | 3.00 |
| ROSHERVILLE PTY LTD | 5,750,000 | 2.96 |
| MR BRYANT JAMES MCLARTY | 4,588,873 | 2.37 |
| OMNIVEST PTY LTD | 4,019,786 | 2.07 |
| RIGGERS SPLASH FOR CASH PTY LTD <RIGGERS SPLASH FOR CASH | 3,960,000 | 2.04 |
| A/C> | ||
| GRANT STREET PTY LTD | 3,745,777 | 1.93 |
| SUNLORA PTY LTD | 3,038,265 | 1.57 |
| JON EDWARDS SUPER PTY LTD | 2,925,926 | 1.51 |
| BIOSYNERGY INTERNATIONAL PTY LTD | 2,778,168 | 1.43 |
| MR FRANCIS JOSEPH MAHER & MRS SHARON JANE MAHER <MAHER | 2,635,137 | 1.36 |
| FAMILY A/C> | ||
| 10 BOLIVIANOS PTY LTD | 2,524,650 | 1.30 |
| EGMONT PTY LTD | 2,260,112 | 1.16 |
| SUTHO ONE PTY LTD | 1,958,122 | 1.01 |
| LITTLE BREAKAWAY PTY LTD | 1,861,111 | 0.96 |
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Securities Exchange Information
RemSense Technologies Limited
9. Twenty largest listed option holders on 16 September 2025
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Listed options
Number % of issued
Option holders held options
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| MR LEIGH MACKAY | 2,596,502 | 16.24 |
|---|---|---|
| OUTBACK CAPITAL PTY LTD | 2,088,888 | 13.06 |
| MR JAMES MICHAEL HALLION & MISS BRIDGET ANNE HALLION <JBHAL | 1,200,505 | 7.51 |
| SUPERFUND A/C> | ||
| SURVEYOR HOLDINGS PTY LTD | 1,000,000 | 6.25 |
| MR FRANCIS JOSEPH MAHER & MRS SHARON JANE MAHER <MAHER | 1,000,000 | 6.25 |
| FAMILY A/C> | ||
| MR ILAN SAUL DAVIDOFF | 1,000,000 | 6.25 |
| MBA INVESTMENTS PTY LTD | 750,001 | 4.69 |
| MR MD AKRAM UDDIN | 625,051 | 3.91 |
| SMB GROUP HOLDINGS PTY LTD | 500,000 | 3.13 |
| CLIFFE & CO PTY LTD | 500,000 | 3.13 |
| MBA INVESTMENTS PTY LTD | 408,334 | 2.55 |
| GEN Y INVESTING PTY LTD | 360,000 | 2.25 |
| GILSMITH SMSF PTY LTD | 350,000 | 2.19 |
| RIYA INVESTMENTS PTY LTD | 333,333 | 2.08 |
| MS ANGELA MARGARET DAY | 300,000 | 1.88 |
| MISS MICHAELA JANE MCARTHUR | 281,750 | 1.76 |
| SUTHO ONE PTY LTD | 256,733 | 1.61 |
| SIMMO ENTERPRISES PTY LTD | 240,000 | 1.50 |
| ASENNA WEALTH SOLUTIONS PTY LTD | 240,000 | 1.50 |
| CAMBOURNE CAPITAL PTY LIMITED | 200,000 | 1.25 |
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RemSense Technologies Limited
Corporate Directory
CORPORATE DIRECTORY
Directors
Mr Ross Taylor Mr Warren Cook Mr John Clegg
Company Secretary
Mr David McArthur Mr Jordan McArthur
Registered and Principal Office
Suite 0101, Level 1, 5 Mill Street Perth WA 6000
Telephone: +61 8 6118 5610
Auditor
BDO Audit Pty Ltd Level 9, Mia Yellagonga Tower 2 5 Spring Street Perth WA 6000
Share Registry
Automic Group Level 5, 191 St Georges Terrace Perth WA 6000
Banker
National Australia Bank 100 St Georges Terrace Perth WA 6000
Solicitor
Steinepreis Paganin Level 4, The Read Buildings 16 Milligan Street Perth WA 6000
Telephone: +61 1300 288 664
ASX Code
Shares: REM Options: REMO
Website and Email
Website: Email:
www.remsense.com.au [email protected]
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