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APPENDIX 4E & ANNUAL REPORT

1. DETAILS OF REPORTING PERIOD

Name of Entity

RocketDNA Ltd (“the Company”)

ABN 17 618 678 701 Reporting Period 31 December 2024 Previous Corresponding Period 31 December 2023

2. RESULTS FOR ANNOUNCEMENT TO THE MARKET

	12 months ended	12 months ended	Increase/	Amount
Key information	Reporting Period	Previous Period	(decrease)	change
	$’000	$’000	%	$’000
Revenues from ordinary activities	7,241	6,137	18%	1,104
Profit/(Loss) from ordinary activities after tax attributable to members	(1,924)	(1,769)	9%	155
Net profit/(loss) for the period attributable to members	(1,924)	(1,769)	9%	155

	Amount Per	Franked Amount Per
	Security	Security
Final Dividend	Nil	Nil
Interim Dividend	Nil	Nil
Previous Corresponding Period	Nil	Nil
Record Date for Determining Entitlements	Not	Applicable

Commentary on results:

For further information, refer to the review of operations contained in the directors’ report, which forms part of the attached consolidated financial statements.

3. STATEMENT OF COMPREHENSIVE INCOME

Refer to attached financial statements.

4. STATEMENT OF FINANCIAL POSITION

Refer to attached financial statements.

5. STATEMENT OF CASH FLOWS

Refer to attached financial statements.

6. STATEMENT OF RETAINED EARNINGS/CHANGES IN EQUITY

Refer to attached financial statements.

RocketDNA Ltd | ABN 17 618 678 701 T + 61 (0)8 6245 9194 | A: 266 Scarborough Beach Road, Osborne Park, WA

Page 1

7. DIVIDENDS/DISTRIBUTIONS

No dividends declared in current or prior year.

8. DETAILS OF DIVIDEND REINVESTMENT PLANS

Not Applicable

9. NET TANGIBLE ASSETS PER SHARE

Net tangible asset backing per ordinary security

Current Period Previous Period 0.51 cents 0.53 cents

10. DETAILS OF ENTITIES OVER WHICH CONTROL HAS BEEN GAINED OR LOST DURING THE PERIOD

Control gained over entities

Name of entity (or group of entities) N/A Date control gained N/A Contribution of such entities to the reporting entity’s profit/(loss) from ordinary N/A activities during the period (where material) Profit/(loss) of the controlled entity (or group of entities) whilst controlled during the N/A whole of the previous corresponding period (where material)

Loss of control over entities

Name of entity (or group of entities) N/A Date control lost N/A Contribution of such entities to the reporting entity’s profit/(loss) from ordinary N/A activities during the period (where material) Profit/(loss) of the controlled entity (or group of entities) whilst controlled during the N/A whole of the previous corresponding period (where material)

11. DETAILS OF ASSOCIATES AND JOINT VENTURE ENTITIES

11. DETAILS OF ASSOCIATES AND JOINT VENTURE ENTITIES
Name of associate or joint venture entity		N/A
Reporting entity’s percentage holding in this entity		N/A
Contribution to net profit/(loss) (where material)	N/A	N/A
Aggregate share of profits/(losses) of the above entity(ies) (where material)	N/A	N/A

12. ANY OTHER SIGNIFICANT INFORMATION NEEDED BY AN INVESTOR TO MAKE AN INFORMED ASSESSMENT OF THE COMPANY’S FINANCIAL PERFORMANCE AND FINANCIAL POSITION

Refer to attached financial statements.

13. FOREIGN ENTITIES

Not applicable

14. COMMENTARY ON RESULTS FOR PERIOD AND EXPLANATORY INFORMATION

Refer to attached financial statements.

Page 2 of 3

Appendix 4E

15. AUDIT

This report is based on accounts which have been audited and the audit report is included in the attached consolidated financial statements.

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David Morton Chairman

20 February 2025

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Appendix 4E

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Annual Report

31 December 2024

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RocketDNA Ltd | ACN 618 678 701

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RocketDNA Ltd Annual Report 2024

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Autonomous Drone Solutions

Streamlining data capture and operations

BVLOS Approved

Enabling Long-Range Operations

BARS Certification

Industry-leading safety and quality standards

Global Presence & Expertise

Expanding reach across multiple continents

AI-Enabled Insights

Cutting-edge analytics to enhance decision-making

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Year ended 31 December 2024

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RocketDNA Ltd Annual Report 2024
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Corporate Evolution & Strategic Growth

Corporate Rebrand

Aligning business activities and corporate identity

Board Refresh

Strengthened leadership team to support long-term growth

New Product Launched

xBot® autonomous drone-in-a-box solution introduced

AI-Centric Solutions

Integration of AI-driven analytics and decisionmaking tools

Financial & Operational Strength

Revenue Expansion

Strong Cash Position

Long-Term Contracts

Regulatory Approvals

Total revenue of $7.24M, an 18% increase from FY2023

Successful capital raise supports ongoing expansion

Secured highvalue deals with Tier 1 & Tier 2 clients globally

Achieved Beyond Visual Line of Sight (BVLOS) certification across multiple regions

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RocketDNA Ltd Annual Report 2024

Introduction

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RocketDNA’s business model is built for scalability , automation , and AI-driven insights , making it a leader in remote data capture and analysis.

Our key differentiators include:

Scalable Operating Model

Regulatory Leadership

Global Distribution Network

Designed for global expansion through organic growth and strategic acquisitions.

One of the few drone operators with BVLOS approvals across multiple continents.

Sales, marketing, and customer support hubs across key markets.

AI & Software Integration

Autonomous Drone Solutions

Industry-Leading Safety Standards

Seamless data workflows powered by AI, delivering actionable insights.

Cutting-edge technology reducing human risk while increasing operational efficiency.

Recognised by international aviation and risk management organisations.

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RocketDNA Ltd Annual Report 2024

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CEO Report

“Leveraging autonomous drone technology offers more than just enhancements in safety and cost efficiency for our clients’ current operations. It is a transformative force across the Mining, Infrastructure, and Public Health & Safety sectors.

By integrating AI-driven geospatial intelligence, we are enabling new verticals such as critical infrastructure monitoring, emergency response, and law enforcement applications.

Our expansion into Drone as First Responder (DFR) programs underscores our commitment to enhancing public safety, enabling real-time intelligence, and supporting emergency response teams with cuttingedge technology.

These advancements reinforce RocketDNA’s position at the forefront of innovation, delivering actionable insights and expanding the role of autonomous solutions in critical industries.”

Christopher Clark Executive Director, Chief Executive Officer

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RocketDNA Ltd Annual Report 2024

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8 Chairman’s Letter

11 Corporate Directory

12 Directors’ Report

16 Information on Directors
19 Remuneration Report

30 Auditor’s Independence Declaration

32 Financial Statements

34 Consolidated statement of profit or loss and other comprehensive income
35 Consolidated statement of financial position
36 Consolidated statement of changes in equity
37 Consolidated statement of cash flows
38 Notes to the consolidated financial statements
73 Consolidated entity disclosure statement
74 Directors’ declaration
75 Independent auditor’s report to the members of RocketDNA International Limited

80 Shareholder Information

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RocketDNA Ltd Annual Report 2024

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RocketDNA Limited – Annual Report for the Year Ended 31 December 2024

Dear Shareholders,

With great enthusiasm, I present my first letter as Chairman of RocketDNA Limited. 2024 was a landmark year for the Company, with significant progress across our operations, culminating in record revenue in the fourth quarter. As we look to 2025, our momentum continues to build, underpinned by a strong pipeline of opportunities and an unwavering commitment to delivering value for our shareholders.

A Year of Growth and Transformation

RocketDNA achieved substantial milestones throughout the year, reinforcing our position as a leader in drone technology and data solutions. Our focus on operational excellence, innovation, and strategic expansion has delivered tangible results, culminating in a record-breaking fourth quarter that underscores the strength of our business model.

Throughout 2024, we saw increasing demand for our services across key industries, particularly mining, infrastructure, and environmental monitoring. The Tier 1 mining company vertical remains a key focus for RocketDNA as we continue to deepen our relationships and expand our presence in this critical sector. At the same time, we are most excited about the future growth opportunities in the Public Safety and Drone as First Responder (DFR) vertical. This segment represents a significant expansion of our capabilities and market reach, and we believe it will be a major driver of future success.

Strategic Investments and Operational Achievements

We invested significantly in technology, capability development, and market expansion during the year. These initiatives have strengthened our core service offering and positioned us for sustainable growth in the coming years.

Our ability to secure and execute high-value contracts demonstrates the effectiveness of our commercial strategy. Notably, we secured key trials and supply contracts with a state water corporation as well as the Western Australian Police Department (WAPOL), which we are proud to be working with leading public sector organisations, reinforcing our role as a trusted technology partner in this space.

The record-breaking Q4 performance was driven by increased demand for autonomous drone solutions, successful contract deployments, and expanded services in both the public safety and infrastructure sectors. This momentum is expected to carry into 2025, bolstering our growth trajectory.

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RocketDNA Ltd Annual Report 2024

Chairman’s Letter continued

We appreciate the support expressed by shareholders in the successful placement and oversubscribed SPP. These funds will be wisely used in growth in 2025.

The team’s dedication to delivering world-class solutions has been instrumental in achieving these outcomes, and I commend their efforts in driving RocketDNA’s success.

Looking Ahead: A Strong Outlook for 2025

With a record-breaking fourth quarter behind us, we enter 2025 with significant confidence. Our pipeline of opportunities continues to expand, with new contracts, partnerships, and technological advancements on the horizon. We remain focused on scaling our operations, improving efficiencies, and unlocking further value for our stakeholders.

I thank Chris and the RocketDNA Board, management team, and employees for their unwavering commitment and hard work. Their passion and expertise drive our achievements, and I am excited to see what we can accomplish together in the year ahead.

To our shareholders, thank you for your continued support. We are committed to executing our strategic vision and delivering long-term value as RocketDNA grows and evolves. I look forward to keeping you updated on our progress.

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David Morton Chairman

20 February 2025

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RocketDNA Ltd Annual Report 2024

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We provide scalable geo-data & Al solutions using automated data capture and on-site services, which provide short & long-term insights for decision makers

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Mining
(Entered 2012)
Providing Automated or
Manual On-Site Data
Capture, delivering
solutions which focus on
Survey, Geotechnial
Analysis and Blasting
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Agriculture
(Entered 2012)
Focusing on Research &
Development, assisting our
Customers in analysing their
trials down to the very seedling
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RocketDNA Ltd Annual Report 2024

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Directors

Mr David Morton Chairman, Non-Executive Director

Mr Christopher Clark Executive Director, Chief Executive Officer

Mr Paul Williamson Executive Director, Chief Financial Officer

Share register

Automic Registry Services Level 5, 191 St Georges Terrace Perth WA 6000 Email: [email protected] Web: www.automic.com.au

Auditor

Hall Chadwick Audit (WA) Pty Ltd 283 Rokeby Road Subiaco WA 6008

Legal Advisers (Australia)

Eaton Hall 20/210 Queen Victoria Street North Fremantle WA 6159

Legal Advisers (South Africa)

Rodl & Partner 1 Eastgate Lane Bedfordview South Africa 2007

Company secretary Mr Stephen Buckley

Stock exchange listing

Registered office

Ground Floor, 366 Scarborough Beach Road Osborne Park WA 6017 Email: [email protected]

RocketDNA Ltd. shares are listed on the Australian Securities Exchange (ASX code: RKT)

Website

Web: www.rocketdna.com

Principal place of business

Ground Floor, 366 Scarborough Beach Road Osborne Park WA 6017

Corporate Governance Statement

RocketDNA’s Corporate Governance Statement can be viewed at: https://www.rocketdna.com/ corporate-governance

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RocketDNA Ltd Annual Report 2024

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The Directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the ‘Group’ or ‘RKT’) consisting of RocketDNA Ltd. (referred to hereafter as the ‘Company’ or ‘parent entity’) and the entities it controlled at the end of, or during, the year ended 31 December 2024.

Directors

Name : Mr David Morton Title : Chairman, Non-Executive Director Appointed : 28 March 2023

Name : Mr Christopher Clark Title : Managing Director & Chief Executive Officer Appointed : 3 December 2020 Name : Mr Paul Williamson Title : Executive Director & Chief Financial Officer Appointed : 22 June 2022

David Morton was appointed Chairman on 10 April, 2024 and Christopher Clark resigned as Chairman on 10 April, 2024.

Principal activities

RocketDNA is a multinational drone-based data service and technology provider, offering aerial surveying, mapping, security, surveillance, and asset inspection for enterprise customers in the mining, agricultural, and engineering sectors. Through fully outsourced, AI-driven solutions, RocketDNA remotely operates drone systems, enabling customers to focus on ground operations while ensuring fast data turnaround. The company generates revenue through multi-year contracts and short-term projects with major clients, including Tier 1 and Tier 2 miners such as South32, Newmont, Vault Minerals, and Seriti Coal. RocketDNA operates primarily in Australia and Africa, with regional offices in Perth, Johannesburg, and Accra.

Dividends

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

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RocketDNA Ltd Annual Report 2024

Review of operations

Financial Performance:

Total revenue for 2024 reached $7.241 million, an 18% increase on FY2023
Achieved record quarterly revenue of $2.061 million in Q4 2024, marking a 21% quarter-on-quarter increase.
Annual Recurring Revenue (ARR) as at 31 Dec 2024 hit $3.292M, up 16% from FY23.
Total Contract Value (TCV) as at 31 Dec 2024 was $3.933M, down 21% from FY23, primarily due to the depletion of existing contracts.
Based on Q4 2024, 30% of total revenue was generated in Australia, while 50% came from multi-year contracted agreements.

Capital Raisings & Financing:

Successfully executed a $1 million unsecured debt facility to accelerate growth plans for AI-enabled xBot® autonomous drone solutions.
Successfully secured cash commitments through a $2.5m (before costs) Share Placement.
Raised an additional $880,240 through an oversubscribed Share Purchase Plan (SPP), demonstrating strong stakeholder confidence.
The Company has commenced using the funds raised from the combined capital raises toward:
գ Manufacturing and scaling xBot® Inventory;
գ Selective business development hires;
գ Accelerating deployment of Drone as First Responder (DFR) Product;
գ Enhancing software capabilities and Site Tube development;
գ Advancing xBot® product development (Phase 2); and
գ Strengthening financial position and debt management.

Corporate Changes:

Appointed David Morton as Chairman of RocketDNA following the transition of CEO Chris Clark from Chair to focus on his role as Managing Director and CEO.

Contract Wins, Renewals and Developments:

Security and Law Enforcement

Western Australia Police Force (New, Q3): Selected for Drone as First Responder (DFR) program, marking entry into the law enforcement sector.
գ This initiative establishes RocketDNA as a key technology provider in public safety.
գ Potential to expand into other law enforcement agencies globally.
SSG Security Solutions Pty Ltd (New customer) – Secured two 12-month contracts to deploy PatrolBot units across mining sites for autonomous perimeter security, monitoring areas, and gathering intelligence to protect assets from illegal activities like unauthorised mining, trespassing, and sabotage. The contracts have a combined TCV contribution of approximately AU$350,000.

Mining and Resources

Vedanta Zinc International (Contract renewal) – Signed a multi-year contract extension with Black Mountain Mining (Pty) Ltd, majority-owned by Vedanta Zinc, for drone surveying services for the Gamsberg Mine in South Africa. The 3-year contract, concluding on 31 May 2027, has a TCV of AU$525k (ZAR6.453m) and ARR of AU$175k (ZAR2.151m)
WSP Australia Pty Ltd (WSP) (New customer) – Secured a purchase order for xBot® deployment in tailings dam monitoring at a major copper mine in South Australia. WSP’s purchase order for RocketDNA’s SurveyBot® solution, valued at AU$243,960, includes the purchase of 1 SurveyBot®, PowerSkid, VHF radio hardware, site setup, 6 months of operations, and 12 months of Starlink data.

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RocketDNA Ltd Annual Report 2024

Calidus Resources: In March 2024, RKT signed a 3-year contract with a Calidus subsidiary for the xBot® autonomous drone solution; however, after the mine was placed on care and maintenance by receiver KordaMentha, the agreement was terminated in July 2024. RKT later secured a purchase order from KordaMentha for short-term xBot® use.
Anglo American: In December, Anglo American restructured its portfolio, ending its security monitoring contract with RocketDNA while retaining the surveying component, ensuring ongoing collaboration.

Expansion & Market Growth:

RocketDNA is diversifying its market presence by expanding into new sectors and regions with its xBot® autonomous drone platform.

Successfully expanded into Africa’s resources sector with the first export of the xBot® autonomous drone platform to Kamoa Copper S.A., supporting critical inspections and emergency responses.
Entered the security and law enforcement sector for the first time through selection by the Western Australian Police Force to support their Drone as First Responder (DFR) program.
Continued progress in sales pipeline negotiations with customers across mining, government, infrastructure, insurance, agribusiness, and asset management sectors.
Broadened xBot® adoption with deployments to Tier-1 customers and expansion into non-traditional sectors such as ports, insurance, and security.

Technology Development & Deployment

RocketDNA continued to drive innovation and operational excellence in 2024 through the advancement of its autonomous drone solutions.

Enhancing Autonomous Drone Capabilities: The Company made significant strides in developing and refining the xBot® platform, with ongoing enhancements deployed across multiple customer sites.
Scaling AI-Enabled Drone Solutions: With a focus on production and development, RocketDNA expanded the capabilities of its AI-powered autonomous drones, enabling greater efficiency and scalability for applications across mining, infrastructure, security, and asset management.
Regulatory Leadership & Operational Expertise: Received BVLOS approval for the DJI Dock, the first drone operator in Australia and South Africa. In 2024, RocketDNA reached a milestone with the completion of over 4,000 missions, solidifying its reputation as a leading drone-in-a-box operator. Its xBot solution has been tested in extreme conditions, proving its resilience and reliability.
BVLOS (Beyond Visual Line of Sight): approvals significantly reduce operational costs and increase deployment range, making drone-in-a-box solutions more viable.
AI-driven analytics: provide real-time monitoring, supporting law enforcement, infrastructure inspections, and automated security patrols.
New business opportunities: emerging as government agencies recognise the benefits of fully autonomous drone solutions.

Industry Recognition & Innovation

RocketDNA won the WA Innovator of the Year award at the 2024 CORE Innovation Hub Hot30 Awards, highlighting RocketDNA’s role as a pioneering force in autonomous drone technology, particularly in the mining, energy, and resources sectors.

The Company also achieved Silver Status in the internationally recognised Basic Aviation Risk Standard (BARS) program in Australia and South Africa, underscoring RocketDNA’s dedication to maintaining the aviation industry’s highest safety and operational standards.

Stakeholder Engagement

RocketDNA’s participation in key industry and investor events throughout 2024 reflects its commitment to building strong relationships with stakeholders, driving market awareness, and expanding its global footprint.

Investor Engagement: CEO Chris Clark and Chairman David Morton presented at several investor-focused conferences, including Coffee Microcaps, TechKnow Invest Roadshow, and the Australian Microcap Investment Conference. These engagements provided valuable opportunities to showcase RocketDNA’s growth, technological advancements, and market potential to the investment community.

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RocketDNA Ltd Annual Report 2024

Industry Leadership: Participated in high-profile mining and technology conferences such as XPONENTIAL 2024, IMARC, Diggers & Dealers, and the Australian Institute of Mine Surveyors Annual Conference, reinforcing the Company’s position as a leader in autonomous drone solutions and connecting with key decision-makers across mining, resources, and infrastructure sectors.
Global Expansion & Innovation: Attended events like Electra Mining Africa and XPONENTIAL 2024 in the U.S., highlighting RocketDNA’s international reach and ambition to collaborate with global innovators in autonomy and drone technology. The Company’s involvement in a DJI webinar and various mining forums further validates its expertise in deploying scalable drone operations.
Media & Market Visibility: First-time interviews with Sharecafe, ASX Briefs, and Making Money Matter in September 2024 enhanced RocketDNA’s public profile, improving investor awareness and market positioning.

Risk management

The Board continues to monitor and manage key business risks, within a risk management framework which can be summarised as:

Zero target appetite risks, such as safety, fraud, and data and equipment protection
Strategic risks, such as staff retention and engagement, market and product developments, regulation and financial
External risks, such as overseas political risks, inflation, exchange rate and customer and supplier credit risk.

Outlook

2024 marked a transformational year for RocketDNA, achieving record revenue, securing high-profile contracts, and expanding into new sectors. The strategic capital raise provided the necessary resources to accelerate growth, strengthen financial stability, and scale operations. With AI, BVLOS, and Drone-as-a-Service adoption gaining momentum, RocketDNA is well-positioned for continued expansion in 2025 and beyond.

Matters subsequent to the end of the financial year

On 23 December 2024, the Group entered into a new lease agreement for a new Perth office which had a contractual commencement date of 1 January 2025. This represents a non-adjusted subsequent event and has resulted in an increase in the right of use asset of $368,672, current lease liability of $47,953 and non-current lease liability of $320,720 on the date of commencement. The monthly rental payment associated with the new office lease is $5,271.

No other matter or circumstance has arisen since 31 December 2024 that has significantly affected, or may significantly affect the Group’s operations, the results of those operations, or the Group’s state of affairs in future financial years.

Likely developments and expected results of operations

The Group continues to expand its a drone-based data service and technology solutions business in the mining, agricultural and engineering industries. In particular, RKT’s regulatory approvals and deployed and tested xBot® autonomous drone system continues to generate a growing pipeline of deployments for the future. The combined product suite allows the Group to significantly broaden its business model and provide AI-driven technology linked to its autonomous drone-based data capture which is controlled from its remote operation centres in Johannesburg, Perth and Adelaide.

Further information on likely developments in the operations of the Group and the expected results of operations have not been included in this report because the Directors believe it would be likely to result in unreasonable prejudice to the Group.

Environmental regulation

The Group is not subject to any significant environmental regulation under Australian Commonwealth or State law.

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RocketDNA Ltd Annual Report 2024

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Mr David Morton - appointed Chairman 10 April 2024 Chairman, Non-Executive Director

Qualifications

Other current directorships

Graduate of the Australian Institute of Company Directors, B. Bus (Accounting), VUT (Victorian University of Technology), Advanced Management Program INSEAD

None

Former directorships (last 3 years)

Non-Executive Chairman - Yojee (ASX:YOJ)

Experience and expertise

Mr Morton had a successful career of 40 years with Westpac Banking Corporation and HSBC. He brings extensive experience as Chairman and Director of ASX listed and unlisted technology companies operating with global footprints where he has demonstrated his ability to lead building organisational structure, culture and drive top line growth through enterprise level agreements and undertake business combinations and M&A.

Interests in shares

19,837,606

Interests in options

1,000,000 options expiring 24 May 2027 @ $0.015

Interests in rights

none

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Mr Christopher Clark Managing Director, Chief Executive Officer

Qualifications

Other current directorships

Bachelor of Accounting, Master of Business Administration

None

Former directorships (last 3 years)

Experience and expertise

Mr Clark has been involved in the mining services sector for over 10 years in South Africa, beginning with technology and communication projects for mining giant Anglo American. Mr Clark has spearheaded the development of the RocketDNA business across Africa (formerly Delta Drone South Africa and Rocketmine), including Ghana and Namibia, and has set up new business verticals in agriculture and executive training.

Chris was appointed as CEO of the Company following the acquisition of Delta Drone South Africa in December 2020, Executive Chairman on 17 June 2022 and resigned as Executive Chairman on 10 April, 2024.

None

Interests in shares

13,775,936

Interests in options

2,000,000 options expiring 30 May 2026 @ $0.021

Interests in rights

14,000,000 performance rights (Terms as noted in note 34 of this Annual report)

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RocketDNA Ltd Annual Report 2024

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Mr Paul Williamson Executive Director, Chief Financial Officer

Qualifications

Other current directorships

Bachelor of Accountancy with Upper Second-Class Honours, Graduate Diploma in Applied Corporate Governance, Member of the Governance Institute of Australia, Member of The Institute of Chartered Accountants of Scotland.

None

Former directorships (last 3 years)

None

Experience and expertise

Mr Williamson has over 30 years’ experience in accounting and financial management. After working for big four professional services firm KPMG, he held various financial and governance roles in the banking, finance and insurance industries internationally, including six years as Chief Financial Officer for ASX listed companies. Prior to joining RocketDNA in December 2021, he was Chief Financial Officer for surveying and spatial data management services provider, Land Surveys Group.

Interests in shares

6,296,955

Interests in options

None

Interests in rights

7,000,000 performance rights (Terms as noted in note 34 of this Annual report)

‘Other current directorships’ quoted above are current directorships for listed entities only and excludes directorships of all other types of entities, unless otherwise stated.

‘Former directorships (last 3 years)’ quoted above are directorships held in the last 3 years for listed entities only and excludes directorships of all other types of entities, unless otherwise stated.

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Mr Stephen Buckley Company secretary

Qualifications

GAICD

Experience and expertise

Mr Buckley has over 40 years’ experience in financial markets and is a director of Governance Corporate Pty Ltd, a company specialising in providing company secretarial, corporate governance and corporate advisory services. In the 20 years prior to starting his own business, Mr Buckley has held executive and senior leadership roles in partnership management and business development.

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RocketDNA Ltd Annual Report 2024

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The number of meetings of the Company’s Board of Directors (‘the Board’) held during the year ended 31 December 2024, and the number of meetings attended by each Director were:

Full Board Meetings	Attended	Held
David Morton	13	13
Christopher Clark	13	13
Paul Williamson	13	13

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RocketDNA Ltd Annual Report 2024

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This remuneration report for the year ended 31 December 2024 outlines the remuneration arrangements of the Group in accordance with the requirements of the Corporations Act 2001 (Cth), as amended (Act) and its regulations. This information has been audited as required by section 308(3C) of the Act.

Introduction

Key Management Personnel (KMP) have authority and responsibility for planning, directing and controlling the major activities of the Group. KMP comprise the directors of the Company and identified key management personnel. Compensation levels for KMP are competitively set to attract and retain appropriately qualified and experienced directors and executives. The Board may seek independent advice on the appropriateness of compensation packages, given trends in comparable companies both locally and internationally and the objectives of the Group’s compensation strategy.

During the year to 31 December 2024, the KMP were the directors of RocketDNA Ltd.

Remuneration governance

The Board considers that the Company will not currently benefit from the establishment of a Remuneration Committee. In accordance with the Company’s Board Charter, the Board carries out the duties that would ordinarily be carried out by the Remuneration Committee under the Remuneration Committee Charter, including the following processes to set the level and composition of remuneration for Directors and senior executives and ensuring that such remuneration is appropriate and not excessive:

a. the Board devotes time at appropriate Board meetings to assess the level and composition of remuneration for Directors and senior executives;
b. items that are usually required to be discussed by a remuneration committee are marked as separate agenda items at Board meetings when required; and
c. the Board may seek external advice and benchmarking to inform their decisions.

During the financial year ended 31 December 2024, the Company did not receive any remuneration recommendations from any remuneration consultants.

Executive remuneration arrangements

The compensation structures are designed to attract suitably qualified candidates, reward the achievement of strategic objectives, and achieve the broader outcome of creation of value for shareholders. Compensation packages may include a mix of fixed compensation, equity-based compensation, as well as employer contributions to superannuation funds. Shares and options may only be issued subject to approval by shareholders in a general meeting.

At the date of this report the Company has two (2) appointed executives, Christopher Clark as Executive Chairman and Chief Executive Officer and Mr Paul Williamson as Executive Director and Chief Financial Officer. The terms of their Executive Services Agreement with RocketDNA are summarised below:

Christopher Clark

A total remuneration package of $268,715 per annum including statutory superannuation, effective 1 January 2025.
Participation in the Company’s incentive programs.
Reimbursement of reasonable business expenses incurred in the ordinary course of the business in accordance with the Group’s reimbursement policies.
The Agreement may be terminated by either party giving four (4) months’ notice and the Agreement may be terminated immediately if Mr Clark is engaged in conduct justifying summary dismissal.
Non-compete and non-solicitation restraints in place for up to six months following cessation of employment.

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RocketDNA Ltd Annual Report 2024

Paul Williamson

A total remuneration package of $245,300 per annum including statutory superannuation, effective 1 January 2025.
Participation in the Company’s incentive programs.
Reimbursement of reasonable business expenses incurred in the ordinary course of the business in accordance with the Group’s reimbursement policies.
The Agreement may be terminated by either party giving three (3) months’ notice and the Agreement may be terminated immediately if Mr Williamson is engaged in conduct justifying summary dismissal.
Non-compete and non-solicitation restraints in place for up to twelve months following cessation of employment.

Performance Conditions Linked to Remuneration

The Group maintains an Employee Incentive Plan (“Plan”) to provide ongoing incentives to Eligible Participants of the Company. The Plan was approved by shareholders at the Company’s annual general meeting held on 24 June 2021 and was renewed at the Company’s AGM held on 24 May 2024. Eligible Participants include:

a Director (whether executive or non-executive) of any Group company;
a full or part time employee of any Group company;
a casual employee or contractor of a Group Company; or
a prospective participant, being a person to whom the Offer was made but who can only accept the Offer if arrangement has been entered into that will result in the person becoming an Eligible Participant.

The purpose of the Plan is to provide an incentive to the employees and directors of RocketDNA and its subsidiaries to encourage the sense of proprietorship and to stimulate their active interest in the development and financial success of the Company by providing them with opportunities to purchase shares in the Company.

The Group also maintains a South African Employee Incentive Plan which was approved by Shareholders at the Company’s annual general meeting held on 31 May 2022. The eligible participants include:

a full-time or permanent part-time employee of a group company
a director of a group company

The purpose of the plan is the same as the purpose of the group Employee Incentive Plan above, but allows the operation of the plan in South Africa.

Non-executive director fee arrangements

The Board policy is to remunerate non-executive directors at a level to comparable companies for time, commitment, and responsibilities. Non-executive directors may receive performance related compensation. Directors’ fees cover all main Board activities and membership of any committee. The Board has no established retirement or redundancy schemes in relation to non-executive directors.

The maximum aggregate amount of fees that can be paid to non-executive directors is presently limited to an aggregate of $300,000 per annum and any change is subject to approval by shareholders at a General Meeting. To align directors’ interests with shareholder interests, directors are encouraged to hold shares in the Company.

Total fees for non-executive directors for the financial year were $40,500 (2023: $40,500) and cover main Board activities only. Nonexecutive directors may receive additional remuneration for other services provided to the Group. All non-executive directors enter into a service agreement with the Company in the form of a letter of appointment. The letter summarises the board policies and terms, including remuneration, relevant to the office of director.

Other than the fees disclosed below there was no other remuneration provided to non-executives during the 2024 financial year (2023: nil).

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RocketDNA Ltd Annual Report 2024

Details of remuneration

Details of the remuneration of key management personnel of the Group are set out in the following tables.

2024		Short-term benefits ($)		Post- employment benefits ($)	Long-term benefits ($)	Share-based payments ($)	Short-term benefits ($)
	Cash salary and fees	Cash bonus	Non- monetary	Super- annuation	Long service leave	Equity- settled (i)	Termination	Total
Executive
Directors:
Christopher Clark	223,300	-	-	24,013	-	90,528	-	337,841
Paul Williamson	203,000	-	-	21,830	-	45,366	-	270,196
Non-Executive
Directors:
David Morton	36,486	-	-	4,014	-	-	-	40,500
	462,786	-	-	49,857	-	135,894	-	648,537

i. Share based payments are based on the AASB 2 charge attributable to each KMP for the year and are composed of Loan funded shares, Performance rights and Share options. Further details are included in note 34 to the financial statements.

2023		Short-term benefits ($)		Post- employment	Long-term benefits ($)	Share-based payments	Short-term benefits ($)
				benefits ($)		($)
	Cash salary and fees	Cash bonus	Non- monetary	Super- annuation	Long service leave	Equity- settled (i)	Termination	Total
Executive
Directors:
Christopher Clark	223,300	-	-	24,013	-	(12,268)	-	235,045
Paul Williamson	203,000	-	-	21,830	-	28,099	-	252,929
Non-Executive
Directors:
David Morton	36,486	-	-	4,014	-	4,140	-	44,640
	462,786	-	-	49,857	-	19,971		532,614

i. Share based payments are based on the AASB 2 charge attributable to each KMP for the year and are composed of Loan funded shares, Performance rights and Share options. Further details are included in note 34 to the financial statements.

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RocketDNA Ltd Annual Report 2024

The proportion of remuneration linked to performance and the fixed proportion are as follows:

	Fixed	remuneration
Name	2024	2023	2024	2023	2024	2023
Executive
Directors:
Christopher Clark	73%	79%	-	-	27%	21%
Paul Williamson	83%	87%	-	-	17%	13%
Non-Executive	-	-	-	-	-	-
Directors:
David Morton	100%	100%	-	-	-	-

Share-based compensation

Issue of shares

No shares, options or performance rights were issued to KMPs during the year.

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RocketDNA Ltd Annual Report 2024

Performance rights

No performance rights have vested in the year ended 31 December 2024. Details of performance rights held by each KMP as 31 December 2024 are set out below:

Name	No. of Performance Rights	Milestones	% vested	% unvested
Christopher Clark	2,666,666	2022 New Milestone 1	-	100.00%
Christopher Clark	2,666,667	2022 New Milestone 2	-	100.00%
Christopher Clark	2,666,667	2022 New Milestone 3	-	100.00%
Christopher Clark	3,000,000	2023 New Milestone 1	-	100.00%
Christopher Clark	3,000,000	2023 New Milestone 2	-	100.00%
	14,000,000

Name	No. of Performance Rights	Milestones	% vested	% unvested
Paul Williamson	1,333,334	2022 New Milestone 1	-	100.00%
Paul Williamson	1,333,333	2022 New Milestone 2	-	100.00%
Paul Williamson	1,333,333	2022 New Milestone 3	-	100.00%
Paul Williamson	1,500,000	2023 New Milestone 1	-	100.00%
Paul Williamson	1,500,000	2023 New Milestone 2	-	100.00%

7,000,000

2022 New Milestones

Milestone Description

The Group achieving total consolidated EBIT of not less than A$nil (i.e. break-even) in a single financial New Milestone 1 year (being 1 Jan to 31 Dec) based on audited accounts having been prepared by an external auditor or other suitable expert.

The Group achieving total consolidated revenue of not less than A$15,000,000 in a single financial year New Milestone 2 (being 1 Jan to 31 Dec) based on audited accounts having been prepared by an external auditor or other suitable expert.

The Group achieving total consolidated EBIT of more than A$2,000,000 in a single financial year (being 1 New Milestone 3 Jan to 31 Dec) based on audited accounts having been prepared by an external auditor or other suitable expert.

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RocketDNA Ltd Annual Report 2024

2023 New Milestones

Milestone Description The Group reaching operating cash flow breakeven as measured by the total of four consecutive positive New Milestone 1 quarters as disclosed in the Company’s ASX Appendix 4C item 1.9, excluding revenue received in the form of government grants, allowances, rebates or other hand-outs. The Company achieves a total shareholder return (TSR) of 100% as measured by the 10 day Volume Weighted Average Price (VWAP) of the Company’s shares at the date of issuing the Performance Rights (Base Price) and the 10 day VWAP of the Company’s shares at any given date (Milestone Price) up until the Performance Rights lapse. The VWAP of trading in the Company’s securities on the ASX market and New Milestone 2 Chi-X market, excludes block trades, large portfolio trades, permitted trades during the pre-trading hours period, permitted trades during the post-trading hours period, out of hours trades and exchange traded option exercises. The formula for calculating the TSR is: ((Milestone Price - Base Price) +dividends) / Base Price

Additional disclosures relating to key management personnel

Shareholding

The number of shares in the Company held during the financial year by each Director and other members of key management personnel of the Group, including their personally related parties, is set out below:

Name	Balance at	Purchased in January	Purchased during	Balance as at date
	1 January 2024	2024 placement	the year	of this report
Ordinary shares
David Morton	3,000,000	2,222,222	14,615,384	19,837,606
Christopher Clark	10,357,133	1,111,111	2,307,692	13,775,936
Paul Williamson	5,356,785	555,555	384,615	6,296,955
	18,713,918	3,888,888	17,307,691	39,910,497

Prior year shareholding

The number of shares in the Company held during the prior financial year by each Director and other members of key management personnel of the Group, including their personally related parties, is set out below:

Name	Balance at	Limited recourse	Purchased	Balance as at	Purchased	Balance as
	1 January	loan funded	during	31 December	in January	at date of prior
	2023	shares received	2023	2023	2024 placement	year report
		as part of
		remuneration
Ordinary shares
David Morton	-	-	3,000,000	3,000,000	2,222,222	5,222,222
Christopher Clark	-	10,000,000	357,133	10,357,133	1,111,111	11,468,244
Paul Williamson	-	5,000,000	356,785	5,356,785	555,555	5,912,340
	-	15,000,000	3,713,918	18,713,918	3,888,888	22,602,806

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RocketDNA Ltd Annual Report 2024

Option holding

The number of options over ordinary shares in the Company held during the financial year by each Director and other members of key management personnel of the Group, including their personally related parties, is set out below:

Name	Balance at the	Granted	Exercised	Expired / forfeited /	Balance at the
	start of the year			resigned / other	end of the year
Options over
ordinary shares
David Morton	1,000,000	-	-	-	1,000,000
Christopher Clark	2,000,000	-	-	-	2,000,000
	3,000,000	-	-	-	3,000,000

Prior year option holding

Name	Balance at the	Granted	Exercised	Expired / forfeited /	Balance at the end
	start of 2023			resigned / other	of 2023
Options over
ordinary shares
David Morton	-	1,000,000	-	-	1,000,000
Christopher Clark	2,000,000	-	-	-	2,000,000
	2,000,000	1,000,000	-	-	3,000,000

Performance rights holding

The number of performance rights over ordinary shares in the Company held during the financial year by each Director and other members of key management personnel of the Group, including their personally related parties, is set out below:

Name	Balance at	Granted	Granted	Expired /	Balance at
	the start of	(relating to		forfeited /	the end of
	the year	2023)		other	the year
Performance rights
over ordinary shares
Christopher Clark	20,000,000	-	-	(6,000,000)	14,000,000
Paul Williamson	7,000,000	-	-	-	7,000,000
	27,000,000	-	-	(6,000,000)	21,000,000

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RocketDNA Ltd Annual Report 2024

Prior year performance rights holding

Name	Balance at	Granted (relating	Granted	Expired /	Balance at
	the start of	to 2022)		forfeited / other	the end of
	2022				2023
Performance rights
over ordinary shares
Christopher Clark	14,000,000	-	6,000,000	-	20,000,000
Paul Williamson	-	4,000,000	3,000,000	-	7,000,000
	14,000,000	4,000,000	9,000,000	-	27,000,000

Loans to key management personnel and their related parties

There were no loans to/from key management personnel and their related parties made during the year. The limited recourse loans related to the purchase of shares in 2023 remained in place.

Other transactions with key management personnel and their related parties

This concludes the remuneration report, which has been audited.

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RocketDNA Ltd Annual Report 2024

Shares under option

Unissued ordinary shares of RocketDNA Ltd. under option at the date of this report are as follows:

Grant date	Purpose	Expiry date	Number under option	Number under option
3 June 2022	KMP	30 May 2026	$0.0210	2,000,000
25 May 2023	KMP	24 May 2027	$0.0150	1,000,000
10 December 2023	Equity Raising	7 December 2025	$0.0180	10,000,000
23 May 2023	African Staff	22 May 2028	$0.0100	6,500,000
Issued in the year
3 October 2024	Australian Staff	1 July 2028	$0.0120	1,000,000
5 September 2024	Loan Facility	29 August 2027	$0.0110	20,000,000
3 December 2024	Australian Staff	1 July 2028	$0.0200	3,000,000
27 December 2024	Equity Raising	26 December 2027	$0.0195	5,000,000
				48,500,000

Shares issued on the exercise of options

There were no ordinary shares of RocketDNA Ltd. issued on the exercise of options during the year ended 31 December 2024 and up to the date of this report.

Shares under performance rights

Unissued ordinary shares of RocketDNA Ltd. under performance rights at the date of this report are as follows:

Grant date	Expiry date	Number under rights
3 June 2022	3 June 2026	8,000,000
25 May 2023	25 May 2027	13,000,000
		21,000,000

No person entitled to exercise the performance rights had or has any right by virtue of the performance right to participate in any share issue of the Company or of any other body corporate.

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RocketDNA Ltd Annual Report 2024

Shares issued on the exercise of performance rights

There were no ordinary shares of RocketDNA Ltd. issued on the exercise of performance rights during the year ended 31 December 2024 and up to the date of this report.

Indemnity and insurance of officers

The Company has indemnified the directors and Officers of the Company for costs incurred, in their capacity as a director or Officer, for which they may be held personally liable, except where there is a lack of good faith.

During the financial year, the Company paid a premium in respect of a contract to insure the directors and officers of the Company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.

Indemnity and insurance of auditor

The Company 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 Company 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 Company, or to intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings.

Non-audit services

The Company may decide to employ the Auditor Hall Chadwick Audit (WA) Pty Ltd on assignments additional to their statutory audit duties.

Details of the amounts paid or payable to the Auditor for audit and non-audit services provided during the year are set out below.

The Board has considered the position and is satisfied that the provision of the non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are satisfied that the provision of non-audit services by the Auditor, as set out below, did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons:

all non-audit services have been reviewed by the Board to ensure they do not impact the impartiality 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 reviewing or auditing the Auditor’s own work, acting in a management or a decision-making capacity for the Company, acting as advocate for the Company or jointly sharing economic risk and rewards.

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RocketDNA Ltd Annual Report 2024

Audit and other assurance services

Audit and other assurance services
		Consolidated
Grant date	2024 ($)		2023 ($)
(i) Audit and other assurance services
Audit or review of the financial statements - Hall Chadwick (Audit) WA	53,000		52,000
Total remuneration for audit and other assurance services - Australia	53,000		52,000

Auditor’s independence declaration

A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this Directors’ report.

Auditor

Hall Chadwick Audit (WA) Pty Ltd continues in office in accordance with section 327 of the Corporations Act 2001.

This report is made in accordance with a resolution of Directors, pursuant to section 298(2)(a) of the Corporations Act 2001.

On behalf of the Directors

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David Morton Chairman

20 February 2025

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To the Board of Directors,

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

As lead audit Partner for the audit of the financial statements of RocketDNA Ltd and its controlled entities for the year ended 31 December 2024, I declare that, to the best of my knowledge and belief, there have been no contraventions of:

the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and
any applicable code of professional conduct in relation to the audit.

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HALL CHADWICK AUDIT (WA) PTY LTD NIKKI SHEN CA ABN 42 163 529 682 Director

Dated this 20[th] day of February 2025 Perth, Western Australia

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RocketDNA Ltd Annual Report 2024

Page 31

Financial Statements

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RocketDNA Ltd Annual Report 2024

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34 Consolidated statement of profit or loss and other comprehensive income
35 Consolidated statement of financial position
36 Consolidated statement of changes in equity
37 Consolidated statement of cash flows
38 Notes to the consolidated financial statements
73 Consolidated entity disclosure statement
74 Directors’ declaration
75 Independent auditor’s report to the members of RocketDNA Ltd.
80 Shareholder information

General information

The financial statements cover RocketDNA Ltd. as a Group consisting of RocketDNA Ltd. and the entities it controlled at the end of, or during, the year. The financial statements are presented in Australian dollars, which is RocketDNA Ltd.’s functional and presentation currency.

RocketDNA Ltd. is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is:

Ground Floor, 366 Scarborough Beach Road, Osborne Park WA 6017

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 issue, in accordance with a resolution of Directors, on 22 February 2025. The Directors have the power to amend and reissue the financial statements.

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RocketDNA Ltd Annual Report 2024

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

Note	Consolidated 2024 ($) 2023 ($)
Revenue 4 Cost of sales Gross profit Other income Gains from disposals of assets Expenses Operating expense 5 Reversal of impairment/Impairment 6 Depreciation expense Amortisation of intangible assets Operating loss Finance income Finance expense Loss before income tax expense Income tax expense 7 Loss after income tax expense for the year Other comprehensive (loss)/income Items that may be reclassified subsequently to profit or loss Foreign currency translation Other comprehensive (loss)/income for the year, net of tax Total comprehensive loss for the year Loss for the year is attributable to: Non-controlling interest Owners of RocketDNA Ltd. Total comprehensive loss for the year is attributable to: Non-controlling interest Total Owners of RocketDNA Ltd.	7,241,424 6,137,011 (3,605,012) (3,011,963)
	3,636,412 3,125,048 50,722 19,899 12,101 120,286 (4,789,307) (4,446,976) 11,698 (277,850) (419,427) (280,377) (43,329) (11,851) (1,541,130) (1,751,821) 47,693 34,561 (292,282) (75,430) (1,785,719) (1,792,690) (139,911) (67,279)
	(1,925,630) (1,859,969)
	88,214 (193,134) 88,214 (193,134) (1,837,416) (2,053,103)
	(1,713) (90,556) (1,923,917) (1,769,413)
	(1,925,630) (1,859,969)
	(31,031) (129,216) (1,806,385) (1,923,887)
	(1,837,416) (2,053,103)
	Consolidated
Note Loss per share for loss from continuing operations Basic loss per share 33 Diluted loss per share 33	Cents Cents (0.28) (0.34) (0.28) (0.34)

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

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RocketDNA Ltd Annual Report 2024

Note Consolidated statement of fnancial position as at 31 December 2024	Consolidated 2024 ($) 2023 ($)
Assets Current assets Cash and cash equivalents 8 Trade and other receivables 9 Inventories Deposits Total current assets Non-current assets Property, plant and equipment 10 Right-of-use assets 11 Intangibles 12 Deferred tax 13 Goodwill 14 Total non-current assets Total assets Liabilities Current liabilities Trade and other payables 15 Contract liabilities 16 Borrowings 17 Lease liabilities 18 Income tax 19 Total current liabilities Non-current liabilities Borrowings 20 Lease liabilities 21 Total non-current liabilities Total liabilities Net assets Equity Issued capital 22 Reserves 23 Accumulated losses Equity attributable to the owners of RocketDNA Ltd. Non-controlling interest Total equity	3,406,056 2,317,078 1,429,539 1,494,142 235,904 60,832 40,592 59,207
	5,112,091 3,931,259
	1,597,890 1,264,914 306,475 421,641 340,837 216,802 7,107 18,620 990,244 955,223
	3,242,553 2,877,200
	8,354,644 6,808,459
	915,876 800,934 135,163 151,986 195,422 107,922 260,710 186,663 113,009 53,439
	1,620,180 1,300,944
	402,302 200,000 480,869 680,024
	883,171 880,024

	2,503,351 2,180,968
	5,851,293 4,627,491
	17,144,970 14,367,691 (1,009,757) (1,411,229) (9,956,328) (8,032,411)
	6,178,885 4,924,051 (327,592) (296,560)
	5,851,293 4,627,491

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

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RocketDNA Ltd Annual Report 2024

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

Consolidated	Issued capital ($) Foreign currency translation reserve ($) Predecessor accounting Reserves ($) Share based payment reserve ($) Accumulated losses ($) Non-controlling interest ($) Total equity ($) Issued capital ($) Foreign currency translation reserve ($) Reserves ($) Share based payment reserve ($) Accumulated losses ($) Non-controlling interest ($) Total equity ($) 13,207,118 (253,029) (968,570) 107,879 (6,504,735) 64,866 5,653,529 - - - - (1,769,413) (90,556) (1,859,969) - (164,000) - - - (29,134) (193,134) - (164,000) - - (1,769,413) (119,690) (2,053,103) - - - - 41,608 (41,608) - - - - - 200,128 (200,128) - 1,065,000 - - - - - 1,065,000 17,247 - - - - - 17,247 9,000 - - 31,991 - - 40,991 (136,174) - - 40,000 - - (96,174) 205,500 - - (205,500) - - - 14,367,691 (417,029) (968,570) (25,630) (8,032,412) (296,560) 4,627,491
Balance at 1 January 2023 Loss after income tax expense for the year Other comprehensive loss for the year, net of tax Total comprehensive loss for the year Change in percentage of NCI Reassessment of NCI impact on preference shares Issue of shares Exercise of options Share based payments Share issue costs Shares issued to KMP under loan funded share plan
Balance at 31 December 2023
Consolidated
Balance at 1 January 2024 Loss after income tax expense for the year Other comprehensive (loss)/income for the year, net of tax Total comprehensive (loss)/income for the year Issue of shares Share based payments Share issue costs	14,367,691 (417,029) (968,570) (25,630) (8,032,412) (296,560) 4,627,491 - - - - (1,923,917) (1,713) (1,925,630) - 117,532 - - - (29,318) 88,214 - 117,532 - - (1,923,917) (31,031) (1,837,416) 3,007,310 - - - - - 3,007,310 - - - 243,440 - - 243,440 (230,030) - - 40,500 - - (189,530)
Balance at 31 December 2024	17,144,970 (299,497) (968,570) 258,310 (9,956,330) (327,591) 5,851,293

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

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RocketDNA Ltd Annual Report 2024

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

Consolidated statement of cash fows For the year ended 31 December 2024
Note	Consolidated 2024 ($) 2023 ($)
Cash flows from operating activities Receipts from customers (inclusive of GST/VAT) Payments to suppliers and employees (inclusive of GST/VAT) Interest received Other revenue Income taxes (paid)/refunded Net cash used in operating activities 32 Cash flows from investing activities Payments for property, plant and equipment 10 Payments for intangibles 12 Payment of loans Proceeds from disposal of business Proceeds from disposal of property, plant and equipment Proceeds from release of security deposits Net (payment)/receipt of deposits (equipment and rental) Net cash used in investing activities Cash flows from financing activities Proceeds from issue of shares 22 Share issue transaction costs Proceeds from exercise of options 22 Proceeds from borrowings Repayment of borrowings Net cash from financing activities Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Effects of exchange rate changes on cash and cash equivalents Cash and cash equivalents at the end of the financial year 8	8,231,883 6,871,294 (8,613,066) (7,877,482)
	(381,183) (1,006,188) 27,065 35,506 12,671 - (164,879) 31
	(506,326) (970,651)
	(952,106) (683,690) (274,241) (250,052) (8,948) - - 788,164 48,755 95,361 22,981 - - (6,292)
	(1,163,559) (56,509)
	3,007,310 1,065,000 (182,519) (85,515) - 17,247 715,151 307,969 (817,411) (182,543)
	2,722,531 1,122,158
	1,052,646 94,998 2,317,078 2,253,877 36,332 (31,797)
	3,406,056 2,317,078

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RocketDNA Ltd Annual Report 2024

Notes To The Consolidated Financial Statements

Note 1. Material accounting policy information

The accounting policies that are material to the Group are set out below. The accounting policies adopted are consistent with those of the previous financial year, unless otherwise stated.

New or amended Accounting Standards and Interpretations adopted

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

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

The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial performance or position of the Group.

The following Accounting Standards and Interpretations are most relevant to the Group:

Going concern

During the period, the Group generated a loss after tax from continuing operations of $1,925,630 (2023: $1,859,969), is reporting a net working capital of $3,491,911 (2023 : $2,630,315), has incurred net cash outflows from operations of $506,326 (2023 outflow of $968,967). As at 31 December 2024, the Group had $3,406,056 in cash (2023 : $2,317,078) and consolidated net asset of $5,851,293 (2023 : net asset of $4,627,491).

The Group has prepared the financial statements for the financial period ended 31 December 2024 on a going concern basis, which assumes continuity of current business activities and the realisation of assets and settlement of liabilities in the ordinary course of business.

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’).

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, investment properties, certain classes of property, plant and equipment and derivative financial instruments.

Critical accounting estimates

The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 2.

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RocketDNA Ltd Annual Report 2024

Notes to the Consolidated Financial Statements

Parent entity information

In accordance with the Corporations Act 2001, these financial statements present the results of the Group only. Supplementary information about the parent entity is disclosed in note 29.

Principles of consolidation

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of RocketDNA Ltd. (‘Company’ or ‘parent entity’) as at 31 December 2024 and the results of all subsidiaries for the year then ended. RocketDNA Ltd. 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 has the ability to 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 deconsolidated from the date that control ceases.

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.

Where 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.

Operating segments

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 is responsible for the allocation of resources to operating segments and assessing their performance.

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RocketDNA Ltd Annual Report 2024

Notes to the Consolidated Financial Statements

Foreign currency translation

The financial statements are presented in Australian dollars, which is RocketDNA Ltd.’s functional and presentation currency.

Foreign currency transactions

Foreign currency transactions are translated into Australian dollars using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at financial year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

Foreign operations

The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates at the reporting date. The revenues and expenses of foreign operations are translated into Australian dollars using the average exchange rates, which approximate the rates at the dates of the transactions, for the period. All resulting foreign exchange differences are recognised in other comprehensive income through the foreign currency reserve in equity.

Revenue recognition

The Group recognises revenue as follows:

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 goods or 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 good or 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 goods or services promised.

Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as discounts, rebates and refunds, any potential bonuses receivable from the customer and any other contingent events. Such estimates are determined using either the ‘expected value’ or ‘most likely amount’ method. The measurement of variable consideration is subject to a constraining principle whereby revenue will only be recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. The measurement constraint continues until the uncertainty associated with the variable consideration is subsequently resolved. Amounts received that are subject to the constraining principle are recognised as a refund liability.

Rendering of services

Revenue from a contract to provide services is recognised over time as the services are rendered based on either a fixed price or an hourly rate.

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RocketDNA Ltd Annual Report 2024

Notes to the Consolidated Financial Statements

Interest

Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.

Other revenue

Other revenue is recognised when it is received or when the right to receive payment is established.

Income tax

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 a 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 probable 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.

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RocketDNA Ltd Annual Report 2024

Notes to the Consolidated Financial Statements

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 period; 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 period. 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 settled within 12 months after the reporting period; or there is no right at the end of the reporting period to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current.

Deferred tax assets and liabilities are always classified as non-current.

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Cash and cash equivalents

Cash and cash equivalents includes 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.

Trade and other receivables

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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RocketDNA Ltd Annual Report 2024

Notes to the Consolidated Financial Statements

Inventories

Finished goods are stated at the lower of cost and net realisable value on a ‘first in first out’ basis. Cost comprises of purchase and delivery costs, net of rebates and discounts received or receivable.

Stock on hand is stated at the lower of cost and net realisable value. Cost comprises of purchase and delivery costs, net of rebates and discounts received or receivable.

Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

Property, plant and equipment

Plant and equipment is 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 a straight-line basis to write off the net cost of each item of property, plant and equipment (excluding land) over their expected useful lives as follows:

Computer 3 years Furniture and equipment 3-17 years Leasehold improvements the shorter of the lease term and the useful life Buildings 2-3 years Plant and equipment 1-10 years Drones and accessories 2-3 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 profits.

Right-of-use assets

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 where 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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RocketDNA Ltd Annual Report 2024

Notes to the Consolidated Financial Statements

Intangible assets

Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their fair value at the date of the acquisition. Intangible assets acquired separately are initially recognised at cost. Indefinite life intangible assets are not amortised and are subsequently measured at cost less any impairment. Finite life intangible assets are subsequently measured at cost less amortisation, over four years for capitalised product development costs and three years for software development costs, 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.

Goodwill

Goodwill arises on the acquisition of a business. Goodwill is not amortised. Instead, goodwill is tested annually for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses. Impairment losses on goodwill are taken to profit or loss and are not subsequently reversed.

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 pre-tax 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.

Trade and other payables

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.

Contract liabilities

Contract liabilities represent the Group’s obligation to transfer goods or services to a customer and are recognised when a customer pays consideration, or when the Group recognises a receivable to reflect its unconditional right to consideration (whichever is earlier) before the Group has transferred the goods or services to the customer.

Borrowings

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.

Lease liabilities

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 do not depend on an index or a rate are expensed in the period in which they are incurred.

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RocketDNA Ltd Annual Report 2024

Notes to the Consolidated Financial Statements

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; 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.

Finance costs

Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are expensed in the period in which they are incurred.

Employee benefits

Share-based payments

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 are measured at fair value on grant date. Fair value is independently determined using either an appropriate option pricing model that takes into account 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 are recognised as an expense with a corresponding increase in equity 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 vest 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 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 or not that market condition has been met, 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

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RocketDNA Ltd Annual Report 2024

Notes to the Consolidated Financial Statements

cancelled award, the cancelled and new award is treated as if they were a modification. Fair value measurement

When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either in the principal market; or in the absence of a principal market, in the most advantageous market.

Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

Issued capital

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.

Business combinations

The acquisition method of accounting is used to account for business combinations regardless of whether equity instruments or other assets are acquired.

The consideration transferred is the sum of the acquisition-date fair values of the assets transferred, equity instruments issued or liabilities incurred by the acquirer to former owners of the acquiree and the amount of any non-controlling interest in the acquiree. For each business combination, the non-controlling interest in the acquiree is measured at either fair value or at the proportionate share of the acquiree’s identifiable net assets. All acquisition costs are expensed as incurred to profit or loss.

On the acquisition of a business, the Group assesses the financial assets acquired and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic conditions, the Group’s operating or accounting policies and other pertinent conditions in existence at the acquisition-date.

Where the business combination is achieved in stages, the Group remeasures its previously held equity interest in the acquiree at the acquisition-date fair value and the difference between the fair value and the previous carrying amount is recognised in profit or loss.

Contingent consideration to be transferred by the acquirer is recognised at the acquisition-date fair value. Subsequent changes in the fair value of the contingent consideration classified as an asset or liability is recognised in profit or loss. Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity.

The difference between the acquisition-date fair value of assets acquired, liabilities assumed and any non-controlling interest in the acquiree and the fair value of the consideration transferred and the fair value of any pre-existing investment in the acquiree is recognised as goodwill. If the consideration transferred and the pre-existing fair value is less than the fair value of the identifiable net assets acquired, being a bargain purchase to the acquirer, the difference is recognised as a gain directly in profit or loss by the acquirer on the acquisition-date, but only after a reassessment of the identification and measurement of the net assets acquired, the non-controlling interest in the acquiree, if any, the consideration transferred and the acquirer’s previously held equity interest in the acquirer.

Business combinations are initially accounted for on a provisional basis. The acquirer retrospectively adjusts the provisional amounts recognised and also recognises additional assets or liabilities during the measurement period, based on new information obtained about the facts and circumstances that existed at the acquisition-date. The measurement period ends on either the earlier of (i) 12 months from the date of the acquisition or (ii) when the acquirer receives all the information possible to determine fair value.

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RocketDNA Ltd Annual Report 2024

Notes to the Consolidated Financial Statements

Earnings per share

Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to the owners of RocketDNA Ltd., 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 financial year.

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account 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.

Goods and Services Tax (‘GST’) and other similar taxes

Revenues, expenses and assets are recognised net of the amount of associated GST, 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.

Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.

New Accounting Standards and Interpretations not yet mandatory or early adopted

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 31 December 2024. The Group has not yet assessed the impact of these new or amended Accounting Standards and Interpretations.

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RocketDNA Ltd Annual Report 2024

Notes to the Consolidated Financial Statements

Note 2. Critical 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, contingent 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. The 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 by using either the Binomial or Black-Scholes model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equitysettled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity.

The Group follows the guidelines of AASB 2 ‘Share Based Payments’ and takes into account nonmarket vesting conditions and estimates the probability and expected timing of achieving the vesting conditions. For full terms of the securities issued see note 34 .

Allowance for expected credit losses

The allowance for expected credit losses assessment requires a degree of estimation and judgement. It is based on the lifetime expected credit loss, grouped based on days overdue, and makes assumptions to allocate an overall expected credit loss rate for each group. These assumptions include recent sales experience and historical collection rates.

The fair value of assets and liabilities classified as level 3 is determined by the use of valuation models. These include discounted cash flow analysis or the use of observable inputs that require significant adjustments based on unobservable inputs.

Goodwill and other indefinite life intangible assets

The Group tests annually, or more frequently if events or changes in circumstances indicate impairment, whether goodwill and other indefinite life intangible assets have suffered any impairment. The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations require the use of assumptions, including estimated discount rates based on the current cost of capital and growth rates of the estimated future cash flows.

Impairment of non-financial assets other than goodwill and other indefinite life intangible assets

The Group assesses impairment of non-financial assets other than goodwill and other indefinite life intangible assets at each reporting date by evaluating conditions specific to the Group and to the particular asset that may lead to impairment. If an impairment trigger exists, the recoverable amount of the asset is determined. This involves fair value less costs of disposal or value-in-use calculations, which incorporate a number of key estimates and assumptions.

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RocketDNA Ltd Annual Report 2024

Notes to the Consolidated Financial Statements

Recovery of deferred tax assets

Deferred tax assets are recognised for deductible temporary differences only if the Group considers it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

Tax impact on discontinued operation

The Group has consulted a tax consultant in regards to the gain or loss arising from the discontinued operation. With that understanding, the Group has determined that there is a nil taxation impact from the discontinued operation.

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RocketDNA Ltd Annual Report 2024

Note 3. Operating segments

Identification of reportable operating segments

The Group is organised into 2 operating segments. These operating segments are based on the internal reports that are reviewed and used by the Board of Directors (who are identified as the Chief Operating Decision Makers (‘CODM’)) in assessing performance and in determining the allocation of resources. There is no aggregation of operating segments. The segments are split into the geographical locations of the Group’s main business, namely Australia and Africa. The following table analyses sales revenue and EBITDA based on geographical location

Operating segment information

Operating segment information
Consolidated - 2024	Australia ($)	Africa ($)	Corporate ($)	Total ($)
Income
Revenue from Continuing Operations	1,854,679	5,386,745	-	7,241,424
Other Income	33,201	17,521	-	50,722
Gains/(Loss) from disposals of assets	(12,734)	24,835 -	-	12,101
Total income	1,875,146	5,429,101	-	7,304,247
EBITDA	(473,919)	1,244,631	(1,266,990)	(496,278)
Depreciation and amortisation	(324,734)	(672,189)	(59,628)	(1,056,551)
Impairment (charge)/Write back	(42,547)	54,246	-	11,699
Finance income and expense	(41,895)	(107,645)	(95,049)	(244,589)
Profit/(loss) before income tax expense	(883,095)	519,043	(1,421,667)	(1,785,719)
Income tax expense				(139,911)
Loss after income tax expense				(1,925,630)
Assets
Segment assets	2,215,024	3,451,649	2,687,971	8,354,644
Total assets				8,354,644
Liabilities
Segment liabilities	1,067,273	1,130,949	305,129	2,503,351
Total liabilities				2,503,351

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RocketDNA Ltd Annual Report 2024

Note 3. Operating segments (continued)

Consolidated - 2023	Australia ($)	Africa ($)	Corporate ($)	Total ($)
Revenue
Revenue from Continuing Operations	1,440,627	4,696,384	-	6,137,011
Other Income	-	19,899	-	19,899
Gains from disposals of assets	3,388	116,898	-	120,286
Total revenue	1,444,015	4,833,181	-	6,277,196
EBITDA	(695,690)	1,333,107	(1,258,887)	(621,470)
Depreciation and amortisation	(209,353)	(581,336)	(61,812)	(852,501)
Impairment	(200,000)	(77,850)	-	(277,850)
Finance income and expense	(21,351)	(32,335)	12,817	(40,869)
Profit/(loss) before income tax expense	(1,126,394)	641,586	(1,307,882)	(1,792,690)
Income tax expense				(67,279)
Loss after income tax expense				(1,859,969)
Assets
Segment assets	846,587	4,155,684	1,806,188	6,808,459
Total assets				6,808,459
Liabilities
Segment liabilities	894,453	1,027,180	259,335	2,180,968
Total liabilities				2,180,968

Note 4. Revenue

Timing of revenue recognition	Consolidated	Consolidated
	2024 ($)	2023 ($)
At a point in time	2,887,452	2,519,135
Over time	4,353,972	3,617,876
	7,241,424	6,137,011

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RocketDNA Ltd Annual Report 2024

Note 5. Operating expense

Note 5. Operating expense
	Consolidated
Employee benefits expense General and administrative expenses Corporate costs	2024 ($) 2023 ($) 2,523,391 2,265,090 1,750,966 1,530,366 514,950 651,520
	4,789,307 4,446,976

Note 6. Impairment

		Consolidated	Consolidated
	2024	($)	2023 ($)
Impairment of goodwill (Note 14)	-		(200,000)
Reversal of (Impairment) on trade	11,698		(77,850)
receivables recognised through P&L (note 9)
Total impairment recognised through profit and loss	11,698		(277,850)

Note 7. Income tax expense

Note 7. Income tax expense
	Consolidated
	2024 ($)	2023 ($)
Numerical reconciliation of income tax expense and tax at the statutory rate
Loss before income tax expense	(1,785,719)	(1,792,690)
Tax at the average effective tax rate of 24.80% (2023: 25.13%) (i)	(442,869)	(450,552)
Movement in temporary differences for which no deferred tax has been recognised	89,644	(151,070)
Tax effect of current year losses for which no deferred tax asset has been recognised	442,253	652,808
Tax benefit of utilising prior year losses for which no deferred tax asset had been recognised	(52,303)	(40,741)
Prior year, permanent and exchange rate differences	103,186	56,834
Income tax expense	139,911	67,279

(i) The average effective tax rate is calculated based on the weighted average of the statutory rates of tax in Australia (25%), South Africa (27%) and Ghana (25%), using the pre-tax accounting profit or loss for the year as the weighting. Due to accounting losses in some jurisdictions, the weighted average rate is 24.80% (2023: 25.13%).

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RocketDNA Ltd Annual Report 2024

	Consolidated	Consolidated
	2024 ($)	2023 ($)
Tax losses not recognised
Unused tax losses for which no deferred tax asset has been recognised	20,032,781	18,523,954
Potential tax benefit @ 25.1%	5,026,724	4,649,512

The above potential tax benefit for tax losses has not been recognised in the statement of financial position. These tax losses can only be utilised in the future if the tests applicable to the country the entity with the tax losses resides in can be passed, for example a continuity of ownership test or same business test. In certain countries, there are also restrictions as to the rate at which the losses can be utilised or the types of income losses can be utilised against.

The benefits of the losses will only be recognised as a deferred tax asset in future if:

Future assessable income of a nature and of an amount sufficient to enable the benefit to be realised is expected;
The conditions for deductibility imposed by tax legislation continue to be complied with; and
No changes in tax legislation adversely affect the Company in realising the benefit.

Tax losses not recognised includes $9,603,940 of capital losses relating to the sale of Parazero (2023: 9,586,799).

Note 8. Current assets - cash and cash equivalents

	Consolidated	Consolidated
	2024 ($)	2023 ($)
Cash and cash equivalents	3,406,056	2,317,078

Refer to note 24 for further information on the risk exposure analysis of cash and cash equivalents.

Note 9. Current assets - trade and other receivables

	Consolidated	Consolidated
	2024 ($)	2023 ($)
Trade receivables	1,013,529	1,174,866
Expected Credit loss allowance	(50,969)	(91,064)
Goods and services tax	83,775	45,480
	1,046,335	1,129,282
Prepayments	236,364	261,249
Other receivables	146,840	103,611
	1,429,539	1,494,142

Refer to note 24 for further information on the risk exposure analysis of trade and other receivables. There are no receivables that are past due where expected credit loss has not been assessed.

Prepayments mainly relate to payments made for insurances paid in advance.

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RocketDNA Ltd Annual Report 2024

Note 10. Non-current assets - property, plant and equipment

	Consolidated	Consolidated
	2024 ($)	2023 ($)
Cost	4,841,870	3,636,649
Accumulated depreciation	(3,243,980)	(2,371,735)
Net carrying amount	1,597,890	1,264,914

31 December 2023	Opening balance ($)	Additions ($)	Disposals ($)	Foreign exchange movements ($)	Depreciation ($)	Closing balance ($)
Furniture and fixtures	18,613	4,852	-	(1,305)	(8,782)	13,378
Motor vehicles	122,078	146,845	-	(2,212)	(38,873)	227,838
Other equipment	201,980	43,424	774	(436)	(90,789)	154,953
IT equipment	80,011	91,577	-	2,947	(78,602)	95,933
Leasehold improvements	31,536	50,023	(4,251)	(281)	(19,525)	57,502
Drone accessories	142,954	306,758	(30,490)	8,588	(178,717)	249,093
Drones	369,132	239,926	(4,521)	(6,655)	(210,171)	387,711
Drone batteries	22,542	122,044	-	19,460	(108,759)	55,287
Capital works in progress	53,049	-	(26,134)	(3,696)	-	23,219
	-	-	-	-	-	-
	1,041,895	1,005,449	(64,622)	16,410	(734,218)	1,264,914

	Opening	Additions	Disposals	Foreign	Depreciation	Closing
31 December 2024	balance ($)	($)	($)	exchange	($)	balance ($)
				movements ($)
Furniture and fixtures	13,378	2,476	(311)	471	(5,783)	10,231
Motor vehicles	227,525	36,993	-	3,345	(63,021)	204,842
Other equipment	124,025	101,044	(1,776)	458	(85,856)	137,895
IT equipment	132,248	66,129	-	830	(79,394)	119,813
Leasehold improvements	57,501	2,434	-	2,597	(23,181)	39,351
Drone accessories	293,863	382,065	(29,019)	(2,526)	(217,097)	427,286
Drones	322,063	544,287	(35,733)	3,424	(231,520)	602,521
Drone batteries	71,092	84,598	(3,989)	(1,696)	(118,816)	31,189
Capital works in progress	23,219	-	-	1,543	-	24,762
	-	-	-	-	-	-
	1,264,914	1,220,026	(70,828)	8,446	(824,668)	1,597,890

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RocketDNA Ltd Annual Report 2024

Note 11. Non-current assets - right-of-use assets


	2024 ($)	2023 ($)
Land and buildings - right-of-use	542,014	521,855
Less: Accumulated depreciation	(235,539)	(100,214)
	306,475	421,641

Reconciliations

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

Consolidated	Land and buildings ($)	Total ($)
Balance at 1 January 2023	102,480	102,480
Additions	409,423	409,423
Exchange differences	14,270	14,270
Depreciation expense	(104,532)	(104,532)
Balance at 31 December 2023	421,641	421,641
Exchange differences	16,106	16,106
Depreciation expense	(131,272)	(131,272)
Balance at 31 December 2024	306,475	306,475

Right-of-use assets relate to rental properties used in Australian and Africa.

Note 12. Non-current assets - intangibles

Reconciliations

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

Consolidated	xBot Development ($)	Software Development ($)	Total ($)
Balance at 1 January 2023	-	-	-
Additions	186,570	42,558	229,128
Amortisation expense	(12,326)	-	(12,326)
Balance at 31 December 2023	174,244	42,558	216,802
Additions	34,149	168,307	202,456
Amortisation expense	(51,400)	(27,021)	(78,421)
Balance at 31 December 2024	156,993	183,844	340,837

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RocketDNA Ltd Annual Report 2024

Note 13. Non-current assets - deferred tax

				Consolidated
			2024 ($)		2023 ($)
	Deferred	tax asset	7,107		18,620
Note		14. Non-current assets - Goodwill
				Consolidated
			2024 ($)		2023 ($)
	Goodwill		990,244		955,223

Impairment

Following annual impairment testing, no impairment was deemed necessary at 31 December 2024. (2023:$200,000)

The recoverable amount of all cash-generating units is based on the higher of its value-in-use or fair value less costs to sell which require use of assumptions. For the purpose of impairment testing, goodwill is allocated to two (2) cash-generating units (CGU), one being Africa and the other being RocketDNA (WA) Pty Ltd. In assessing goodwill impairment for the year ended 31 December 2023, all CGUs used a discounted cash flow model in accordance with the value-in-use (VIU) method, which reflect the present value of the future cash flows expected to be derived from each CGU. The significant inputs and key assumptions used by management within the discounted cash flow model for the Africa CGU and the RocketDNA (WA) Pty Ltd CGU are:

Africa CGU

RocketDNA (WA) Pty Ltd CGU

Discount rate (pre-tax): risk in the industry and country in which it operates – 17%.
Revenue growth: relevant to the market conditions and business plan – 5%
Budgeted gross profit rate: based on past performance and management’s expectations for the future – various rates depending on product line and location, ranging from 15% to 69%
Discount rate (pre-tax): risk in the industry and country in which it operates – 16.0%.
Revenue growth: relevant to the market conditions and business plan - 10%
Budgeted gross profit rate: based on past performance and management’s expectations for the future – between 32% and 50% depending on product line
Long term growth rate: typically consistent with the long-term growth rate of the economic environment or country in which it operates.
Long term growth rate: typically consistent with the long-term growth rate of the economic environment or country in which it operates.

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RocketDNA Ltd Annual Report 2024

Note 15. Current liabilities - trade and other payables

Note 15. Current liabilities - trade and other payables	Note 15. Current liabilities - trade and other payables

	Consolidated
Trade payables Goods and services tax Accrued expenses	2024 ($) 2023 ($) 354,501 292,160 74,153 70,198 487,222 438,576

	915,876 800,934

Refer to note 24 for further information on financial instruments.

Note 16. Current liabilities - contract liabilities

		Consolidated
	2024 ($)		2023 ($)
Contract liabilities	135,163		151,986

Reconciliation

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


	Consolidated
Opening balance Payments received in advance Transfer to revenue - included in the opening balance Closing balance	2024 ($) 2023 ($) 151,986 12,257 15,593 151,977 (32,416) (12,248)
	135,163 151,986

Note 17. Current liabilities - borrowings

Note 17. Current liabilities - borrowings	Note 17. Current liabilities - borrowings

	Consolidated
Insurance premium funding Bank overdrafts and credit cards Chattel mortgage equipment loan	2024 ($) 2023 ($) 143,784 98,093 10,632 9,829 41,006 -
	195,422 107,922

Refer to note 24 for further information on financial instruments.

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RocketDNA Ltd Annual Report 2024

Note 18. Current liabilities - lease liabilities

Note 18. Current liabilities - lease liabilities	Note 18. Current liabilities - lease liabilities

	Consolidated
Lease liability - Right of use Lease liability - Motor vehicles Lease liability - Drone Equipment	2024 ($) 2023 ($) 89,018 59,928 59,725 47,732 111,967 79,003
	260,710 186,663

Refer to note 24 for further information on financial instruments.

Note 19. Current liabilities - income tax

		Consolidated
	2024 ($)		2023 ($)
Provision for income tax	113,009		53,439

Note 20. Non-current liabilities - borrowings

Note 20. Non-current liabilities - borrowings	Note 20. Non-current liabilities - borrowings

	Consolidated
Borrowings Chattel mortgage equipment loan	2024 ($) 2023 ($) 320,000 200,000 82,302 -
	402,302 200,000

Refer to note 24 for further information on financial instruments.

As at 31 December, 2024, the group held a loan payable balance of $320,000 (31 December 2023: $200,000) which was owed to Entech Pty Ltd, a related party which holds a shareholding in RocketDNA (WA) Pty Ltd, a controlled entity of the company. The loan bears no interest. This loan is repayable on 31 January 2028.

Note 21. Non-current liabilities - lease liabilities


	2024 ($)	2023 ($)
Lease liability - Right of use asset	247,214	371,472
Lease liability - Motor vehicles	91,510	213,839
Lease liability - Drone equipment	142,145	94,713

480,869 680,024

Refer to note 24 for further information on financial instruments.

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RocketDNA Ltd Annual Report 2024

Note 22. Equity - issued capital

		Consolidated	Consolidated
	2024 Shares	2023 Shares	2024 ($)	2023 ($)
Ordinary shares - fully paid	884,754,008	652,225,953	17,144,970	14,367,691

Movements in ordinary share capital

Details	Date	Shares	Issueprice	$
Balance 31 December 2023		652,225,953		14,367,691
Share placement (Directors held over)	30 January 2024	3,888,888	$0.0090	35,000
Share placement - tranche 1	7 November 2024	124,028,710	$0.0130	1,612,373
Share Purchase Plan	27 November 2024	67,710,735	$0.0130	880,240
Share placement - tranche 2	23 December 2024	36,899,722	$0.0130	479,696
Share issue costs				(230,030)
Balance	31 December 2024	884,754,008		17,144,970

Ordinary shares

Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the Company does not have a limited amount of authorised capital.

On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.

Share buy-back

Capital risk management

The Group’s objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost of capital.

Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated as total borrowings less cash and cash equivalents.

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

There is no current on-market share buy-back.

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RocketDNA Ltd Annual Report 2024

Note 23. Equity - reserves

Note 23. Equity - reserves	Note 23. Equity - reserves

	Consolidated
Predecessor accounting reserves Foreign currency translation reserve Share-based payments reserve	2024 ($) 2023 ($) (968,570) (968,570) (299,497) (417,029) 258,310 (25,630)
	(1,009,757) (1,411,229)

Foreign currency translation reserve

The reserve is used to recognise exchange differences arising from the translation of the financial statements of foreign operations to Australian dollars. It is also used to recognise gains and losses on hedges of the net investments in foreign operations.

Share-based payments reserve

The reserve is used to recognise the value of equity benefits provided to employees and Directors as part of their remuneration, and other parties as part of their compensation for services (refer note 34).

Predecessor accounting reserve

The predecessor accounting reserve comprises the excess of purchase price over the fair value of net assets when the common controlled entity, Drone Safety and Legal (Pty) Ltd was acquired by Delta Drone SA France.

Note 24. Financial instruments

Financial risk management objectives

The Group’s objective when managing capital is to safeguard its ability to continue as a going concern so that it can continue to provide returns for shareholders and benefits to other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid, return capital to shareholders, issue new shares or sell assets to reduce debt.

The Group’s activities expose it to a variety of financial risks: market risk (including foreign currency risk, price risk and interest rate risk), credit risk and liquidity risk.

Given the nature of the business, the Group monitors capital on the basis of current business operations and cash flow requirements. There were no changes in the Group’s approach to capital management during the year.

Risk management is carried out by senior executives under policies approved by the Board of Directors (‘the Board’). These policies include identification and analysis of the risk exposure of the Group and appropriate procedures, controls and risk limits. Executives identify, evaluate and hedge financial risks within the Group’s operating units and report to the Board on a monthly basis.

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RocketDNA Ltd Annual Report 2024

Categories of financial instruments


	2024 ($)	2023 ($)
Financial assets
Cash and cash equivalents	3,406,056	2,317,078
Trade and other receivables	1,429,539	1,494,142
Financial assets held at amortised cost (Deposits)	40,592	59,207
	4,876,187	3,870,427
Financial liabilities
Trade and other payables	915,876	800,934
Borrowings	597,724	307,922
Finance liability - motor vehicles	151,348	150,383
Finance liability - drone equipment	253,999	79,003
	1,918,947	1,338,242

The fair value of the above financial instruments approximates their carrying values.

Market risk

Foreign currency risk

The Group undertakes certain transactions denominated in foreign currency and is exposed to foreign currency risk through foreign exchange rate fluctuations.

The Group is exposed to foreign exchange risk arising from various currency exposures primarily with respect to the Australian Dollar (functional currency of the Parent company) and the South African Rand (the functional currency of the South African subsidiaries). The Group also has contracts and bank accounts in United States Dollar in Ghana.

Price risk

The Group is not exposed to any significant price risk.

Foreign exchange risk arises from future commercial transactions and recognised financial assets and financial liabilities denominated in a currency that is not the entity’s functional currency. The risk is measured using sensitivity analysis and cash flow forecasting.

Interest rate risk

The Group’s main interest rate risk arises from Cash and cash equivalents, overdrafts and credit cards.

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RocketDNA Ltd Annual Report 2024

Consolidated - 2024	Basis points change	Basis points increase effect on profit before tax	Effect on equity	Basis points change	Basis points decrease effect on profit before tax	Effect on equity
Cash and cash equivalents	100	34,061	34,061	(100)	(34,061	(34,061)
Consolidated - 2023	Basis points change	Basis points increase Effect on profit before tax	Effect on equity	Basis points change	Basis points decrease effect on profit before tax	Effect on equity
Cash and cash equivalents	100	22,926	22,926	(100)	(22,926)	(22,926)

Credit risk

The Group has adopted a lifetime expected loss allowance in estimating expected credit losses to trade receivables through the use of a provisions matrix using fixed rates of credit loss provisioning. These provisions are considered representative across all customers of the Group based on recent sales experience, historical collection rates and forward-looking information that is available.

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 1 year.

Allowance for expected credit losses

The Group has recognised a loss of $11,698 (31 December 2023: $14,419) in profit or loss in respect of the expected credit losses for the year ended 31 December 2024.

The ageing of the Trade receivables and allowance for expected credit losses provided for above are as follows:

	Expected credit	Expected credit	Carrying	Carrying	Allowance for expected	Allowance for expected
		loss rate		amount	credit losses
Consolidated	2024 (%)	2023 (%)	2024 ($)	2023 ($)	2024 ($)	2023 ($)
Not overdue	0.42%	2.12%	666,753	896,832	2,800	19,013
0 to 3 months overdue	13.89%	25.90%	346,776	278,034	48,167	72,011
			1,013,529	1,174,866	50,967	91,024

Liquidity risk

Remaining contractual maturities

Vigilant liquidity risk management requires the Group to maintain sufficient liquid assets (mainly cash and cash equivalents) and available borrowing facilities to be able to pay debts as and when they become due and payable.

The Group manages liquidity risk by maintaining adequate cash reserves and available borrowing facilities by continuously monitoring actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities.

The following tables detail the Group’s remaining contractual maturity for its financial instrument liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position.

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RocketDNA Ltd Annual Report 2024

	Weighted					Remaining
Consolidated - 2024	average interest rate %	1 year or less $	Between 1 and 2 years ($)	Between 2 and 5 years ($)	Over 5 years ($)	contractual maturities ($)
Non-derivatives
Non-interest bearing
Trade and other payables	-	915,876	-	-	-	915,876
Borrowings - non-current	-	41,006	47,089	355,213	-	443,308
Interest-bearing -
fixed rate
Borrowings	5.10%	154,417	-	-	-	154,417
Lease liability - motor vehicles	4.54%	48,277	11,659	45,368	-	151,347
Lease Liability - drone equipment	10.81%	111,967	138,944	3,088	-	253,999
Total non-derivatives		1,271,543	243,735	403,669	-	1,918,947
Consolidated - 2023	Weighted average interest rate %	1 year or less ($)	Between 1 and 2 years ($)	Between 2 and 5 years ($)	Over 5 years ($)	Remaining contractual maturities ($)
Non-derivatives
Non-interest bearing
Trade and other payables	-	800,934	-	-	-	800,934
Borrowings - non-current	-	-	-	-	200,000	200,000
Interest-bearing -
fixed rate
Borrowings	16.66%	107,922	-	-	-	107,922
Lease liability - motor vehicles	3.65%	47,732	48,520	54,131	-	150,383
Lease Liability - drone equipment	10.81%	40,612	48,984	44,285	-	133,881
Total non-derivatives		997,200	97,504	98,416	200,000	1,393,120

The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above.

Fair value of financial instruments

Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value.

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RocketDNA Ltd Annual Report 2024

Note 25. Key management personnel disclosures

Directors

The following persons were Directors of RocketDNA Ltd. during the financial year:

David Morton	Chairman (appointed 10 April 2024),Non-Executive Director
Christopher Clark	Managing Director, Chief Executive Officer
Paul Williamson	Executive Director, Chief Financial Officer

Compensation

The aggregate compensation made to Directors and other members of key management personnel of the Group is set out below:


	2024 ($)	2023 ($)
Short-term employee benefits	462,786	462,786
Post-employment benefits	49,857	49,857
Share-based payments	135,894	19,971
	648,537	532,614

Note 26. Remuneration of auditors

During the financial year the following fees were paid or payable for services provided by Hall Chadwick Audit (WA) Pty Ltd, the auditor of the Company:


	2024 ($)	2023 ($)
Audit services -
Hall Chadwick (Audit) WA	53,000	52,000

Note 27. Contingent Liabilities & Commitments

The Group had no contingent liabilities or commitment as at 31 December 2024 (2023: Nil)

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RocketDNA Ltd Annual Report 2024

Note 28. Related party transactions

Parent entity

RocketDNA Ltd. is the parent entity.

Subsidiaries

Interests in subsidiaries are set out in note 30.

Key management personnel

Disclosures relating to key management personnel are set out in note 25 and the remuneration report included in the Directors’ report.

Transactions with related parties

Transactions with related parties are entered into on terms equivalent to those that prevail in arm’s length transactions. During the period $77,096 (including statutory superannuation) was paid to a related party of Christopher Clark in relation to employment services. The Group had no other transactions with members of the Group’s key management personnel and/or their related parties during the year.

Receivable from and payable to related parties

There were no trade receivables from or trade payables to related parties at the current and previous reporting date.

Loans from related parties

The following balances are outstanding at the reporting date in relation to loans with related parties:



	2024 ($)	2023 ($)
Borrowings:
Loan from Entech Pty Ltd	320,000	200,000

As at 31 December 2024, the Group held a loan payable balance of $320,000 (31 December 2023: $200,000) which was owed to Entech Pty Ltd, a related party which holds a shareholding in RocketDNA (WA) Pty Ltd, a controlled entity of the Company. The loan bears no interest.

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RocketDNA Ltd Annual Report 2024

Note 29. Parent entity information

	Parent 2024 ($)	Parent 2023 ($)
Loss after income tax	(1,310,579)	(889,259)
Assets
Current assets	2,611,422	2,127,012
Non-current assets	6,408,524	5,096,499
Total assets	9,019,946	7,223,511
Liabilities
Current liabilities	(305,129)	(256,710)
Non-current liabilities	-	(2,624)
Total Liabilities	(305,129)	(259,334)
Net Assets	8,714,817	6,964,177
Shareholders’ Equity
Issued capital	23,355,952	20,578,673
Reserves	2,429,309	2,145,369
Accumulated losses	(17,070,444)	(15,759,865)
	8,714,817	6,964,177

Guarantees entered into by the parent entity in relation to the debts of its subsidiaries

The parent entity had no guarantees in relation to the debts of its subsidiaries as at 31 December 2024 and 31 December 2023

Contingent liabilities

The parent entity had no contingent liabilities as at 31 December 2024 and 31 December 2023

Capital commitments - Property, plant and equipment

The parent entity had no capital commitments for property, plant and equipment as at 31 December 2024 and 31 December 2023

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RocketDNA Ltd Annual Report 2024

Note 30. Interests in subsidiaries

The consolidated financial statements incorporate the assets, liabilities and results of the following Controlled entities in accordance with the accounting policy described in note 1. . The Group has an equity interest of 100% (2023:100%) in RocketDNA Africa (Pty) Ltd, 74% (2023:74%) in RocketDNA ZA (Pty) Ltd, and 100% (2023:100%) in RocketDNA Training and Consulting (Pty) Ltd, all incorporated and operating in South Africa. The Group also has an equity interest of 100% (2023:100%) in RocketDNA (AU) Pty Ltd and 60% (2023:60%) in RocketDNA (WA) Pty Ltd, both incorporated and operating in Australia. The Group also has an equity interest of 70% (2023:70%) in RocketDNA Ghana Ltd, incorporated and operating in Ghana.

Note 31. Events after the reporting period

Note 32. Reconciliation of loss after income tax to net

cash used in operating activities

cash used in operating activities
	Consolidated

	2024 ($)	2023 ($)
Loss after income tax expense for the year	(1,925,630)	(1,859,969)
Adjustments for:
Depreciation and amortisation	858,979	852,501
Share-based payments	126,613	31,991
Foreign exchange differences	179,567	38,294
Other income non-cash	(50,722)	(19,899)
Non-controlling interest	1,713	85,862
Gain on sale of assets	(12,101)	(120,285)
Finance costs	353,332	75,430
Expected credit loss allowance	50,969	77,850
(Reversal of impairment)/Impairment of goodwill	(11,698)	200,000
Change in operating assets and liabilities:
Decrease/(increase) in trade and other receivables	(64,603)	217,324
Decrease/(increase) in inventory	175,072	(60,832)
Decrease/(increase) in income tax due	(59,570)	6,154
Decrease/(increase) in deferred tax assets	(11,513)	11,694
Decrease/(increase) in deposits	(18,615)	6,292
Decrease in trade and other payables	(114,942)	(602,499)
Increase in contract liabilities	16,823	89,441
Net cash used in operating activities	(506,326)	(970,651)

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RocketDNA Ltd Annual Report 2024

Note 33. Earnings per share

Note 33. Earnings per share
	Consolidated

	2024 ($)	2023 ($)
Loss per share for loss from continuing operations
Loss after income tax	(1,925,630)	(1,859,969)
Non-controlling interest	1,713	90,556
Loss after income tax	(1,923,917)	(1,769,413)
	Number	Number
Weighted average number of ordinary shares used in calculating basic earnings per share	681,827,340	520,492,904
Weighted average number of ordinary shares used in calculating diluted earnings per share	681,827,340	520,492,904
	Cents	Cents
Basic loss per share	(0.28)	(0.34)
Diluted loss per share	(0.28)	(0.34)

Note 34. Share-based payments

During the year, the group provided share options to Australian employees as part of its employee share plan, and provided share options as part of fees for raising debt and equity capital:

i. 1,000,000 share options were issued on 3 October 2024 to Australian employees under the employee share plan. These were valued using the Hoadley Trading & Investment Tools ESO2 valuation model at 0.488 cents per option, incorporating assumptions of: share price 0.9 cents, exercise price 1.2 cents, expiry date:1 Jul 2028, risk free interest rate 3.59%, expected future volatility 100%, early exercise multiple 2.5x.
ii. 3,000,000 share options were issued on 3 December 2024 to Australian employees under the employee share plan. These were valued using the Hoadley Trading & Investment Tools ESO2 valuation model at 0.750 cents per option, incorporating assumptions of: share price 1.4 cents, exercise price 2.0 cents, expiry date:1 Jul 2028, risk free interest rate 3.52%, expected future volatility 100%, early exercise multiple 2.5x.
iii. 20,000,000 share options were issued on 5 September 2024 to ACM AEPF Pty Ltd a wholly owned subsidiary of Altor Capital Pty Ltd (Altor), a major shareholder of the Company, as a fee for providing a revolving debt facility. These were valued using the Hoadley Trading & Investment Tools ESO2 valuation model at 0.446 cents per option, incorporating assumptions of: share price 0.9 cents, exercise price 1.1 cents, expiry date 29 August 2027, risk free interest rate 3.52%, expected future volatility 100%, early exercise multiple 2.5x.
iv. 5,000,000 share options were issued on 27 December for broker services in connection with issuing share capital. These were valued using the Hoadley Trading & Investment Tools ESO2 valuation model at 0.810 cents per option, incorporating assumptions of: share price 1.4 cents, exercise price 1.96 cents, expiry date 26 December 2027, risk free interest rate 3.97%, expected future volatility 100%, early exercise multiple 2.5x.

There was a change in the estimate of the timing of when the performance rights issued are expected to vest for rights issued in previous years:

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RocketDNA Ltd Annual Report 2024

(v)
(vi)
(vii)
(viii)

Recipient
Instrument
Number
Grant
Date
Conditions
Last qualifying
financial period
Original
recognition
Revised
recognition
Fair Value

Christopher
Clark
Performance
Rights
6,000,000
25 May
2023
2023 New
Milestones
Year to
31 December
2026
Pro-rata to 31
Dec 2024 and
31 Dec 2025
Pro-rata to
31 Dec 2025
1.1c per right
Paul
Williamson
Performance
Rights
3,000,000
25 May
2023
2023 New
Milestones
Year to
31 December
2026
Pro-rata to 31
Dec 2024 and
31 Dec 2025
Pro-rata to
31 Dec 2025
1.1c per right
Paul
Williamson
Performance
Rights
4,000,000
25 May
2023
2022 New
Milestones
Year to
31 December
2025
Pro-rata to 31
Dec 2024 and
31 Dec 2025
Pro-rata to
31 Dec 2025
1.1c per right
Christopher
Clark
Performance
Rights
8,000,000
3 Jun
2022
2022 New
Milestones
Year to
31 December
2025
Pro-rata to 31
Dec 2024 and
31 Dec 2025
Pro-rata to
31 Dec 2025
1.4c per right

The Performance rights granted on 24 June 2021 did not meet the required milestones by 24 June 2024 as estimated at 31 December 2023, hence these rights lapsed with no change to the share-based payment estimate of nil.

During the year there were no shares, options or performance rights granted to directors or key management personnel. Details of the share-based payment recognition for existing instruments, which had no change in recognition estimates, are set out below:

	Recipient	Instrument	Number	Conditions	Grant Date	Recognition	Original
							recognition
(ix)	Christopher Clark	Loan Funded	10,000,000	2 year escrow	19 June 2023	Equity option	0.665c
		Shares				pro-rata to	per option
						18 June 2028
(x)	Paul Williamson	Loan Funded	5,000,000	2 year escrow	19 June 2023	Equity option	0.665c
		Shares				pro-rata to	per option
						18 June 2028
(xi)	African	Share Options	6,500,000	future	23 May 2023	Pro-rata to
	employees			employment		23 May 2024,	0.591c
						23 May 25 and	0.632c
						23 May 2026	0.654c

(xii) Of the 2,000,000 share options (fair value 0.69c per option) granted to Christopher Clark on 3 June 2022, 333,333 options vested during the period. Vesting of the Share options occurred based on employment conditions between 1 July 2022 and 1 July 2024, with all options now vested.

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RocketDNA Ltd Annual Report 2024

Note 34. Share-based payments (continued)

The movement in holdings of performance rights during the year were:

			Performance Rights	No. of Performance
Name	No. of Performance Rights	Milestones	Lapsed, milestones	Rights as at 31
			not met	December 2024
Christopher Clark	2,000,000	DDG 2021 Milestones	(2,000,000)	-
Christopher Clark	4,000,000	2021 New Milestones	(4,000,000)	-
Christopher Clark	8,000,000	2022 New Milestones		8,000,000
Christopher Clark	6,000,000	2023 New Milestones		6,000,000
Paul Williamson	4,000,000	2022 New Milestones		4,000,000
Paul Williamson	3,000,000	2023 New Milestones		3,000,000

2022 New Milestones

Milestones Description

The Group achieving total consolidated EBIT of not less than A$nil (i.e. break-even) in a single financial year (being New Milestone 1 1 Jan to 31 Dec) based on audited accounts having been prepared by an external auditor or other suitable expert. The Group achieving total consolidated revenue of not less than A$15,000,000 in a single financial year (being New Milestone 2 1 Jan to 31 Dec) based on audited accounts having been prepared by an external auditor or other suitable expert. The Group achieving total consolidated EBIT of more than A$2,000,000 in a single financial year (being 1 Jan to New Milestone 3 31 Dec) based on audited accounts having been prepared by an external auditor or other suitable expert.

2023 New Milestones

Milestones Description Reaching operating cashflow break even as measured by the total of four consecutive positive quarters as New Milestone 1 disclosed in the Company’s ASX Appendix 4C item 1.9, excluding revenue received in the form of government grants, allowances, rebates or other hand-outs.

Total Shareholder Return (TSR) of 100% as measured by the 10 day Volume Weighted Average Price (VWAP) of the Company’s shares at the date of issuing the Performance Rights (Base Price) and the 10 day VWAP of the Company’s shares at any given date (Milestone Price) up until the Performance Rights lapse. The VWAP of trading New Milestone 2 in the Company’s securities on the ASX market and Chi-X market, excludes block trades, large portfolio trades, permitted trades during the pre-trading hours period, permitted trades during the post-trading hours period, out of hours trades and exchange traded option exercises. The formula for calculating the TSR is: ((Milestone Price-Base Price)+dividends)/Base Price

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RocketDNA Ltd Annual Report 2024

Reconciliation of expense and share-based payment reserve

During the year to 31 December 2024, the charge recognised with in Employee costs in the statement of profit and loss, was $154,277 (2023: $40,991). In addition, $89,163 (2023: nil) was recognised within Finance expense within the statement of profit and loss and $40,500 was recognised as share issue costs in Equity. (2023: nil).

Recognition of expense for options issued to Australian employees (i) (ii) Re-estimation of cumulative expense for Performance rights granted 25 May 2023 (v) (vi) (vii) Re-estimation of cumulative expense for Performance rights granted 3 June 2022 (viii) Recognition of pro-rata expense for Loan funded share scheme (ix) (x) Recognition of pro-rata expense for options issued to African employees (xi) Recognition of options granted 4 June 2022, vested 1 April 2023 and 1 July 2024 (xii) Amounts recognised in Finance expense: revolving debt facility fee options issued (iii) Amounts recognised in Share issue costs: options issued in consideration of share issuance services (iv)	4,315 52,288 31,363 49,943 14,068 2,300
	154,277 89,163 40,500
Total share-based payments recognised in the year to 31 December 2024	283,940
Share-based payments recognised cumulatively to 31 December 2023 Total share-based payments recognised during the year to 31 December 2024 (above) Share-based payments recognised cumulatively to 31 December 2024 Shares issued under loan funded share scheme (prior to 1 January 2024)	188,870 283,940
	472,810 (214,500)
Share-based payment reserve as at 31 December 2024	258,310
Share-based payment reserve at 31 December 2023 Total share-based payments recognised in the year to 31 December 2024 (above)	(25,630) 283,940
Share-based payment reserve as at 31 December 2024	258,310

Notes (i) to (xii) refer to the detailed information provided above.

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RocketDNA Ltd Annual Report 2024

Consolidated entity disclosure statement

Basis of preparation

The Consolidated Entity Disclosure Statement has been prepared in accordance with the Corporations Act 2001 and includes information for each entity that was part of the consolidated entity as at the end of the financial year in accordance with AASB 10 Consolidated Financial Statements.

Disclosure Statement

The consolidated financial statements incorporate the assets, liabilities and results of the entities whose results are required to be consolidated in accordance with the accounting policy described in note 1. The Group has an equity interest of 100% (2023:100%) in RocketDNA Africa (Pty) Ltd, 74% (2023:74%) in RocketDNA ZA (Pty) Ltd, and 100% (2023:100%) in RocketDNA Training and Consulting (Pty) Ltd, all incorporated and operating in South Africa. The Group also has an equity interest of 100% (2023:100%) in RocketDNA (AU) Pty Ltd and 60% (2023:60%) in RocketDNA (WA) Pty Ltd, both incorporated and operating in Australia. The Group also has an equity interest of 70% (2023:70%) in RocketDNA Ghana Ltd, incorporated and operating in Ghana. All entities are classified as a Body corporate and are tax resident in their country of incorporation.

At the end of the financial year, no entity within the consolidated group was a partner in a partnership within the consolidated entity, or a participant in a joint venture within the consolidated entity.

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RocketDNA Ltd Annual Report 2024

Directors’ declaration

In the Directors’ opinion:

the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements;
the attached financial statements and notes comply with International Financial Reporting Standards as issued by the International Accounting Standards Board as described in note 1 to the financial statements;
the attached financial statements and notes give a true and fair view of the Group’s financial position as at 31 December 2024 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; and
the information disclosed in the attached consolidated entity disclosure statement is true and correct.

The Directors have been given the declarations required by section 295A of the Corporations Act 2001.

Signed in accordance with a resolution of Directors made pursuant to section 295(5)(a) of the Corporations Act 2001.

On behalf of the Directors

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David Morton Chairman

20 February 2025

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INDEPENDENT AUDITOR'S REPORT

TO THE DIRECTORS OF ROCKETDNA LTD AND ITS CONTROLLED ENTITIES

Report on the Audit of the Financial Report

Opinion

We have audited the financial report of RocketDNA Ltd (“the Company”) and its controlled entities (“the Consolidated Entity”), which comprises the consolidated statement of financial position as at 31 December 2024, 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 statements, including material accounting policy information, the consolidated entity disclosure statement and the director’s declaration.

In our opinion:

a. the accompanying financial report of the Consolidated Entity is in accordance with the Corporations Act 2001 , including:
(i) giving a true and fair view of the Consolidated Entity’s financial position as at 31 December 2024 and of its financial performance for the year then ended; and
(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 Consolidated Entity in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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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.

Key Audit Matter How our audit addressed the Key Audit Matter

1) Revenue and related risk of fraud – Note 4
The recognition of revenue was considered a key
audit matter due to the significance and materiality of
the matter to users understanding of the financial
report; as well as judgement surrounding the
determination
of
performance
obligations
in
accordance with AASB 15: Revenue from Contracts
with Customers.
2) Impairment of Goodwill – Note 14
The goodwill carrying value is $990K. The
recoverable amount was determined using two
separate values in use calculations, each for the
cash generating unit of Africa and Australia, which
involved a significant level of judgement in respect of
factors such as:
•
Estimated future revenue and costs;
•
Growth rates
•
Discount rates; and
•
Terminal values
We considered this to be a key audit matter due to
the significant judgement involved in estimating the
recoverable amount of goodwill and the potential
material impact on the financial report. Our audit procedures included but were not limited
to:
•
Evaluating the revenue recognition policies
for all material sources of revenue and from
our detailed testing performed, ensured that
revenue
was
being
recognized
appropriately,
in
line
with
Australian
Accounting
Standards
and
policies
disclosed within the financial statements;
•
Assessing the controls within the revenue
process as well as performing cut-off sample
testing; and
•
Substantively testing a sample of revenue
transactions throughout the financial year
Our procedures included, but were not limited to:
•
Considering the appropriateness of the
value in use method applied to perform the
annual test of goodwill for impairment
against the requirement of the accounting
standards;
•
Challenging the assumptions and forecast
cash flows used in the value in use model,
including growth rate, inflation, revenue
contracts and discount rates by comparators
and analysing industry trends. This also
included the following procedures:
o
Comparing the forecast cash flow
obtained in the value in use model
to approved budgets
o
Checking the forecast to actual
results
•
Performing sensitivity analysis in regard to
key assumptions within a reasonably
possible range.
•
Consulting with our Corporate finance team
in regard to the value in use model adopted
by client, as well as the reasonableness of
the assumptions used.
•
Assessing the appropriateness of the
related disclosures in Note 14.

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Other Information

The directors are responsible for the other information. The other information comprises the information included in the Consolidated Entity’s annual report for the year ended 31 December 2024, 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 accordingly we do not express any form of assurance conclusion thereon, with the exception of the remuneration report and our related assurance opinion.

In connection with our audit of the financial report, our responsibility is to read the other information 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, 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 the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error, and 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 Consolidated Entity’s ability 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 Consolidated Entity 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.

As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material

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misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Consolidated Entity’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Consolidated Entity’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Consolidated Entity to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Consolidated Entity to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the Consolidated Entity audit. We remain solely responsible for our audit opinion.

We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

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Report on the Remuneration Report

Opinion on the Remuneration Report

We have audited the Remuneration Report included in the directors’ report for the year ended 31 December 2024.

In our opinion, the Remuneration Report of Company, for the year ended 31 December 2024, 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 s 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.

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HALL CHADWICK AUDIT (WA) PTY LTD ABN 42 163 529 682

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NIKKI SHEN CA Director

Dated this 20[th] day of February 2025 Perth, Western Australia

RocketDNA Ltd Annual Report 2024

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The shareholder information set out below was applicable as at 28 January 2025. As at 28 January 2025, there were 1,016 holders of fully paid ordinary shares.

Voting Rights

The voting rights of the ordinary shares are as follows:

Subject to any rights or restrictions for the time being attached to any shares or class of shares of the Company, each member of the Company is entitled to receive notice of, attend and vote at a general meeting. Resolutions of members will be decided by a show of hands, unless a poll is required under the ASX Listing Rules or is otherwise demanded by members. On a show of hands each eligible voter present has one vote. However, where a person present at a general meeting represents personally or by proxy, attorney or representation more than one member, on a show of hands the person is entitled to one vote only despite the number of members the person represents.

On a poll each eligible member has one vote for each fully paid share held.

There are no voting rights attached to any of the options and performance rights that the Company currently has on issue. Upon the exercise of these options and vesting of the performance rights, the shares issued will have the same voting rights as existing ordinary shares.

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RocketDNA Ltd Annual Report 2024

Twenty Largest Shareholders

The names of the twenty largest holders of Ordinary Fully Paid Shares are:

Holder Name	Holding	% IC
ACM AEPF Pty Ltd	105,192,307	11.89%
Pither Investments Pty Ltd	39,000,000	4.41%
Mr Mark Richard Jones & Ms Margaret Tai	25,000,000	2.83%
Mr Michael James Spencer	22,300,013	2.52%
Mr Perry Julian Rosenzweig	19,870,637	2.25%
Mr Stuart Leslie Turner	19,165,334	2.17%
Nintieth Y Pty Ltd	16,500,000	1.86%
Miss Gillian Wendy Rosefield	16,000,000	1.81%
Banksia Super Pty Ltd	14,615,384	1.65%
Wynnmax Pty Ltd	12,502,013	1.41%
IBI Trust Management	11,834,489	1.34%
R J & A Investments Pty Ltd	11,634,765	1.32%
Citicorp Nominees Pty Limited	11,060,103	1.25%
Mr Christopher Clark	10,000,000	1.13%
Mr Paul Nicholas Daniels & Mr Clarke Raymond Smith	10,000,000	1.13%
Sealex Pty Ltd	9,307,692	1.05%
Mr Nicholas David Evans	9,082,322	1.03%
Chait Family Pty Ltd	8,846,156	1.00%
BNP Paribas Nominees Pty Ltd	8,246,425	0.93%
Maclin Investments Pty Limited	7,000,000	0.79%
Totals	387,157,640	43.77%

Page 81

RocketDNA Ltd Annual Report 2024

Substantial Holders

The names of the substantial shareholders disclosed to the Company as substantial shareholders are:

Name	No of Shares Held	% of Issued Capital
Altor Capital Pty Ltd	97,500,000	14.95%
Pither Investments Pty Ltd & Nintieth Y Pty Ltd	32,449,999	6.34%

Distribution Of Equity Securities

Ordinary Fully Paid Shares

Holding Ranges	Holders	Total Units	% Issued Share Capital
1 - 1,000	16	4,406	0.00%
1,001 - 5,000	13	45,284	0.01%
5,001 - 10,000	63	605,372	0.07%
10,001 - 100,000	415	22,650,668	2.56%
100,001 and over	509	861,448,278	97.37%
Totals	1,016	884,754,008	100.00%

Unmarketable Parcels – 237 Holders with a total of 4,598,634 shares, based on the last trading price of $0.012 on 28 January 2025.

Restricted Securities

There are no securities which are subject to ASX escrow.

The following securities are subject to voluntary escrow:

Class	Expiry date	Number of shares
	19 June 2025
Ordinary Fully Paid Shares voluntarily escrowed		15,000,000

Page 82

RocketDNA Ltd Annual Report 2024

Unquoted Securities

The following unquoted securities were on issue as at 28 January 2025:

Mr Christopher Swiegers Clark 2,000,000 100.00%	Mr Christopher Swiegers Clark 2,000,000 100.00%	Mr Christopher Swiegers Clark 2,000,000 100.00%
1,000,000 Unlisted Options Expiring 24 May 2027 @ $0.015 – 1 Holder Holders with more than 20%
Holder Name	Holding	% IC

Banksia Super Pty Ltd	1,000,000 100.00%
20,000,000 Unlisted Options Expiring 29 August 2027 @ $0.011 – 1 Holder Holders with more than 20%
Holder Name	Holding	% IC

ACM AEPF Pty Ltd	20,000,000 100.00%
5,000,000 Unlisted Options Expiring 26 December 2027 @ $0.0195 – 1 Holder Holders with more than 20%
Holder Name	Holding	% IC

Berne NO 132 Nominees Pty Ltd <585040 A/C>	5,000,000 100.00%
4,000,000 Performance Rights 2022 Milestone 1 – 2 Holders Holders with more than 20%
Holder Name	Holding	% IC

Mr Christopher Swiegers Clark Mr Paul Williamson	2,666,666 66.66% 1,333,334 33.34%

Page 83

RocketDNA Ltd Annual Report 2024

4,000,000 Performance Rights 2022 Milestone 2 – 2 Holders Holders with more than 20%	4,000,000 Performance Rights 2022 Milestone 2 – 2 Holders Holders with more than 20%	4,000,000 Performance Rights 2022 Milestone 2 – 2 Holders Holders with more than 20%
Holder Name	Holding	% IC

Mr Christopher Swiegers Clark Mr Paul Williamson	2,666,667 66.66% 1,333,333 33.34%

4,000,000 Performance Rights 2022 Milestone 3 – 2 Holders Holders with more than 20%	4,000,000 Performance Rights 2022 Milestone 3 – 2 Holders Holders with more than 20%	4,000,000 Performance Rights 2022 Milestone 3 – 2 Holders Holders with more than 20%
Holder Name	Holding	% IC

Mr Christopher Swiegers Clark Mr Paul Williamson	2,666,667 66.66% 1,333,333 33.34%

4,500,000 Performance Rights 2023 Milestone 1 – 2 Holders Holders with more than 20%	4,500,000 Performance Rights 2023 Milestone 1 – 2 Holders Holders with more than 20%	4,500,000 Performance Rights 2023 Milestone 1 – 2 Holders Holders with more than 20%
Holder Name	Holding	% IC

Mr Christopher Clark Mr Paul Williamson	3,000,000 75.00% 1,500,000 25.00%

4,500,000 Performance Rights 2023 Milestone 2 – 2 Holders Holders with more than 20%	4,500,000 Performance Rights 2023 Milestone 2 – 2 Holders Holders with more than 20%	4,500,000 Performance Rights 2023 Milestone 2 – 2 Holders Holders with more than 20%
Holder Name	Holding	% IC

Mr Christopher Clark Mr Paul Williamson	3,000,000 75.00% 1,500,000 25.00%

The milestones applicable to the Performance Rights are detailed on page 71 of this Annual Report.

Page 84

RocketDNA Ltd Annual Report 2024

The following unquoted securities were on issue at 28 January 2025 and were issued under the Company’s employee incentive plan.

6,500,000 Unlisted Options Expiring 22 May 2028 @ $0.01 6 Holders 1,000,000 Unlisted Options Expiring 1 July 2028 @ $0.012 1 Holder 3,000,000 Unlisted Options Expiring 1 July 2028 @ $0.02 3 Holders

On-Market Buy Back

There is currently no on-market buyback program.

Page 85

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Than k You

RocketDNA manages projects in multiple geographies and has permanent offices in Australia, South Africa and West Africa. Please reach out to us to find out more.

Australia South Africa Ghana Ground Floor, 366 Parc Nicol, Building 6 34 Odum street Scarborough Beach 3001 Winnie Mandela Drive North Dzorwulu Road Osborne Park WA Bryanston Accra +61 (0)8 6245 9194 +27 (0)10 590 1254 +233 30 254 7873

For investors material, use [email protected]

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RocketDNA Ltd | ACN 618 678 701

AI assistant

ROCKETDNA LTD. — Annual Report 2025

65709_rns_2025-02-20_632e2cd3-fc55-4d05-bd36-e71f5e6e2e1a.pdf

APPENDIX 4E & ANNUAL REPORT

1. DETAILS OF REPORTING PERIOD

2. RESULTS FOR ANNOUNCEMENT TO THE MARKET

Commentary on results:

3. STATEMENT OF COMPREHENSIVE INCOME

4. STATEMENT OF FINANCIAL POSITION

5. STATEMENT OF CASH FLOWS

6. STATEMENT OF RETAINED EARNINGS/CHANGES IN EQUITY

7. DIVIDENDS/DISTRIBUTIONS

8. DETAILS OF DIVIDEND REINVESTMENT PLANS

9. NET TANGIBLE ASSETS PER SHARE

Current Period Previous Period 0.51 cents 0.53 cents

10. DETAILS OF ENTITIES OVER WHICH CONTROL HAS BEEN GAINED OR LOST DURING THE PERIOD

Control gained over entities

Loss of control over entities

11. DETAILS OF ASSOCIATES AND JOINT VENTURE ENTITIES

12. ANY OTHER SIGNIFICANT INFORMATION NEEDED BY AN INVESTOR TO MAKE AN INFORMED ASSESSMENT OF THE COMPANY’S FINANCIAL PERFORMANCE AND FINANCIAL POSITION

13. FOREIGN ENTITIES

14. COMMENTARY ON RESULTS FOR PERIOD AND EXPLANATORY INFORMATION

15. AUDIT

Annual Report

Autonomous Drone Solutions

BVLOS Approved

BARS Certification

Global Presence & Expertise

AI-Enabled Insights

Corporate Evolution & Strategic Growth

Corporate Rebrand

Board Refresh

New Product Launched

AI-Centric Solutions

Financial & Operational Strength

Revenue Expansion

Long-Term Contracts

Regulatory Approvals

Introduction

Scalable Operating Model

Regulatory Leadership

Global Distribution Network

AI & Software Integration

Autonomous Drone Solutions

Industry-Leading Safety Standards

CEO Report

8 Chairman’s Letter

11 Corporate Directory

12 Directors’ Report

30 Auditor’s Independence Declaration

32 Financial Statements

80 Shareholder Information

Dear Shareholders,

A Year of Growth and Transformation

Strategic Investments and Operational Achievements

Chairman’s Letter continued

Looking Ahead: A Strong Outlook for 2025

Directors

Share register

Auditor

Website

Directors

Principal activities

Dividends

Review of operations

Financial Performance:

Capital Raisings & Financing:

Corporate Changes:

Contract Wins, Renewals and Developments:

Security and Law Enforcement

Mining and Resources

Expansion & Market Growth:

Technology Development & Deployment

Industry Recognition & Innovation

Stakeholder Engagement

Risk management

Outlook

Matters subsequent to the end of the financial year

Likely developments and expected results of operations

Environmental regulation

ROCKETDNA LTD. Annual Report 2025