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ROCKETDNA LTD. Annual Report 2026

Feb 24, 2026

65709_rns_2026-02-24_7c18edb0-adfc-4f45-bb06-f5bf07ee04fa.pdf

Annual Report

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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 2025 Previous Corresponding Period 31 December 2024

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 7,683 7,241 6% 442
Profit/(Loss) from ordinary activities
after tax attributable to members
(2,815) (1,924) 46% 891
Net profit/(loss) for the period
attributable to members
(2,815) (1,924) 46% 891
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: 366 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

Current Period Previous Period
Net tangible asset backing per ordinary security 0.52 cents 0.51 cents

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

Control gained over entities

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
Aggregate share of profits/(losses) of the above entity(ies) (where material) 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 2025 12 31 v2

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

25 February 2026

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Appendix 4E 2025 12 31 v2

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Annual Report

31 December 2025

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RocketDNA Ltd | ACN 618 678 701

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RocketDNA Ltd Annual Report 2025

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Mission-critical autonomous drone operations for enterprise customers.

RocketDNA delivers autonomous drone-in-a-box operations that reduce risk, lower operating costs, and improve decision speed across large, remote, and regulated environments.

What we do

Autonomous drone systems

Deploy and operate autonomous drone systems at scale.

Frequent, Quality Geospatial Data

Capture repeatable, high-quality data without on-site pilots.

Deliver insights

Deliver actionable insights through automated data workflows

Support customers

Support enterprise customers with recurring, contractbased services.

Why RocketDNA

Safety Systems

Proven BVLOS

Track Record

Proven BVLOS Operational Safety systems approvals track record aligned with across Australia across Tier 1 international and Africa. enterprise sites. aviation standards.

Revenue Model

Contracted, recurring revenue model.

Integrated Hardware

Integrated hardware, services, and data stack.

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RocketDNA Ltd Annual Report 2025

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Year ended 31 December 2025

Land, Expand, Scale

Initial autonomous deployments expanded into multi-site, multi-unit operations

Active xBot® sites increased from 2 to 7 during FY2025

Customer programs expanded through higher mission volumes and additional deployments

Commercial Performance

Revenue of $7.7m

Active contracts across mining, infrastructure, and government

Recurring revenue base strengthened through expanded activity per site

Focus maintained on long-term, multi-year enterprise agreements

Operations and Platform

More than 10,000 autonomous xBot® missions completed during FY2025

Remote operations scaled from 2 to 6 ROC seats, supporting higher utilisation

Public Safety and Governance

DFR programs progressed from trials into live deployments with government agencies

Advisory Board established to support strategy, regulation, and market access

xBot® fleet expanded and deployed across live customer sites

Formal product and software development capability established to support scale

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RocketDNA Ltd Annual Report 2025

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RocketDNA operates at the intersection of regulation, automation, and enterprise delivery.

Regulatory Leadership

One of a limited number of operators with established BVLOS approvals.

Demonstrated ability to operate in complex airspace and environments.

CASA instrument portfolio expanded during FY2025, supporting operations across more than 200 approved operating areas.

Enterprise Credibility

Long-standing relationships with Tier 1 and Tier 2 customers.

Growing government and public safety engagement.

Operational Scale

Repeatable deployments across multiple sites and jurisdictions.

Proven remote operations model.

Remote pilot cohort scaled during FY2025 to support higher mission volumes.

Safety and Assurance

BARS certification.

Audited systems, training, and procedures.

Product Stack

xBot® autonomous drone-in-a-box platform.

Integrated operations, maintenance, and data services.

Configurable for surveying, security, and inspection.

Regulatory Approvals

Beyond Visual Line of Sight certification across multiple regions

First to achieve self-certification for operations in Australia

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RocketDNA Ltd Annual Report 2025

Page 5

RocketDNA Ltd Annual Report 2025

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7 Chairman’s Letter

  • 9 CEO Report

  • 11 Corporate Directory

12 Directors’ Report

  • 16 Information on Directors

  • 19 Remuneration Report

31 Auditor’s Independence Declaration

34 Financial Statements

  • 35 Consolidated statement of profit or loss and other comprehensive income

  • 36 Consolidated statement of financial position

  • 37 Consolidated statement of changes in equity

  • 38 Consolidated statement of cash flows

  • 39 Notes to the consolidated financial statements

  • 77 Consolidated entity disclosure statement

  • 78 Directors’ declaration

  • 79 Independent auditor’s report to the members of RocketDNA International Limited

84 Shareholder Information

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RocketDNA Ltd Annual Report 2025

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RocketDNA Limited – Annual Report for the Year Ended 31 December 2025

Dear Shareholders,

FY2025 was a year of meaningful progress for RocketDNA, building on the foundations established in 2024 and reinforcing the Company’s focus on disciplined execution.

During the year, RocketDNA broadened its operational footprint across Australia and strengthened its position in key markets. Activities now span every state except Tasmania, with growth across gold, iron ore, transport, and infrastructure, alongside initial steps into adjacent sectors including security and metal recycling. This expansion reflects increasing demand for reliable, remotely operated drone capability and the trust placed in the Company by a growing customer base.

Operations across Western Australia, Queensland, and Africa contributed to a steady, expanding base of recurring work. This growth was supported by cost discipline and a continued focus on dependable service delivery.

Momentum during the year was reinforced by approximately $3 million in new binding contracts and purchase orders from existing customers, including BHP Western Australian Iron Ore, Assmang’s Khumani Iron Ore Mine in South Africa, and Norton Gold Fields. These orders primarily relate to the expansion of established autonomous drone programs and reflect the increasing adoption of RocketDNA’s xBot® platform and associated software tools across multiple mining regions.

Operational scale increased materially during FY2025, with autonomous mission volumes rising significantly yearon-year, supported by the expansion of RocketDNA’s Remote Operations Centre capacity in Perth. This capability enables centrally managed, compliant operations across multiple jurisdictions.

Relationships with major mining customers continued to mature during FY2025. These engagements develop through consistent delivery and careful validation, rather than rapid adoption. The steady expansion of these programs provides confidence in the durability of RocketDNA’s operating model.

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RocketDNA Ltd Annual Report 2025

Chairman’s Letter continued

Operationally, the Perth Remote Operations Centre continued to play a central role, supporting missions across Australia and Africa from a secure, centralised environment. This capability reflects the integration of people, systems, and processes that underpins RocketDNA’s approach to safety and reliability.

Customers also continued to scale their use of RocketDNA’s software and data tools. Adoption of SiteTube increased during the year, supporting planning, geotechnical review, and operational decision-making, and further embedding RocketDNA within customer workflows.

As RocketDNA expands its installed drone-in-a-box base, the potential for recurring revenue from its proprietary software becomes increasingly scalable. This represents an important area of focus as the Company continues to deepen customer engagement.

RocketDNA’s capital position strengthened following the placement completed during the year. These funds support growing demand at both new and existing sites, continued deployment of autonomous xBot® units, and a disciplined approach to growth.

During the year, the share register evolved, with a long-standing shareholder exiting as part of a broader fund strategy, while another substantial shareholder increased their position. The Board views these changes as contributing to a more stable register as we enter the next phase of growth.

The Board and executive team remained unchanged throughout FY2025, providing continuity of leadership and governance. In addition, the establishment of an Advisory Board during the year enhances the Company’s strategic capability, particularly across regulation, enterprise engagement, and market development.

Looking ahead, the Company will enter its next phase of execution with a clear operating model, a differentiated regulatory position, and a growing contracted revenue base. The Board remains focused on disciplined execution, risk management, and sustainable value creation.

On behalf of the Board, I thank Chris and the management team, along with all employees, for their continued professionalism and commitment. I also thank shareholders for their ongoing support.

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David Morton Chairman RocketDNA Limited

25 February 2026

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RocketDNA Ltd Annual Report 2025

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CEO Report

FY2025 represented a “scale-up” phase of the business for RocketDNA, with the focus on delivery and execution at a level that Tier-1 enterprise customers expect.

The business matured from early adoption single-unit deployments into multi-unit deployments, with a clear emphasis on operational scalability, revenue quality, and disciplined growth.

Mining and resources remained the core revenue driver, supported by longterm customer relationships and repeatable autonomous deployments. These operations validate the durability of RocketDNA’s model and provide a stable base for expansion, as we realise the full potential of our xBot® solution.

Automation is not only a key technology driver in mining, but public safety as well, with state police departments progressing their Drone as First Responder (DFR) programs beyond trial phases. While still small compared with mining, these opportunities demonstrate a credible pathway into government and law enforcement markets and have clear long-term relevance for autonomous drone applications.

Throughout the year, management remained focused on:

  • Operational reliability and formal systems thinking

  • Regulatory compliance and approval capability expansion

  • Cost control and measured capital deployment

  • Product Development and Customer Success strategies

As RocketDNA enters the next phase with a clear operating model, a differentiated regulatory position, and a focus on sustainable execution, positioning RocketDNA as a leading operator of autonomous drone systems in the mining industry.

Christopher Clark Managing Director & CEO

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RocketDNA Ltd Annual Report 2025

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RocketDNA delivers autonomous drone operations through a regulated, repeatable, and contracted model.

The business focuses on long-term customer relationships, expanding activity per site through additional deployments, services, and data.

Operating Verticals

Land, Expand, Technology Compound Stack

Mining and Resources

Autonomous surveying, monitoring, and site support across large, remote operations.

Infrastructure and Industrial

Inspection and monitoring of transport, utilities, ports, and industrial assets.

Public Safety and DFR

Land

Initial autonomous deployment.

Expand

More missions, sites, and xBot® units.

Compound

Multi-year contracts and recurring services.

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----- Start of picture text -----

xBot® autonomous
drone-in-a-box.
Centralised
remote operations.
On-site and
remote services.
Software
and data tools.
Embedded safety and
regulatory approvals.
----- End of picture text -----

Select deployments supporting situational awareness and rapid response for Government agencies.

Page 10

RocketDNA Ltd Annual Report 2025

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Directors

Mr David Morton Chairman, Non-Executive Director

Mr Christopher Clark Managing 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 Rockeby 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 2025

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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 2025.

Directors

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

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

Principal activities

RocketDNA Ltd is a company delivering mission-critical autonomous drone operations and data services to enterprise and government customers.

The Company deploys and operates autonomous drone-in-a-box systems, supported by centrally managed remote operations centres, to deliver surveying, inspection, monitoring, and security services across mining, infrastructure, industrial, and public safety environments.

RocketDNA operates under established regulatory approvals, including Beyond Visual Line of Sight (BVLOS), and generates revenue through contracted, recurring services and project-based deployments. Operations are conducted primarily in Australia and Africa.

Dividends

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

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RocketDNA Ltd Annual Report 2025

Review of operations

Financial Performance:

  • Total revenue for 2025 reached $7.683 million, an 6% increase on FY2024

  • Achieved record quarterly revenue of $2.482m in Q4 2025, up 20% on the previous best quarter, Q4 2024.

  • $3.862m cash position at 31 December 2025.

  • Loss before tax increased to $2.793m reflecting significant investment in capability and infrastructure supporting the expansion of the xBot® solution.

Capital Raisings & Financing:

  • Successfully executed a $4m capital raise. The Company has commenced using capital towards:

  • գ Manufacturing and scaling xBot® Inventory;

  • գ Enhancing software capabilities with Skylink®

  • գ Further SiteTube® development;

  • գ Business development

New integrated xBot® supply arrangements, Mining

  • Advanced relationship with Rio Tinto via a formal xBot® pilot project at the Gudai-Darri iron ore mine, following a successful technology trial in late 2024.

  • 3-year ~$490k SurveyBot® contract commenced at Gruyere Gold Mine (Gold Fields)

  • First 12-month contract secured with BHP Western Australian Iron Ore (WAIO) valued at ~A$350k to commence in 2026.

  • 9-month ~$450k contract with BHP Mitsubishi Alliance (BMA) coal operations, culminating in operation of two dual SurveyBot® units following successful trial completion.

  • BHP Mitsubishi Alliance (BMA): additional purchase orders valued at ~A$1.0m for operation of six dual SurveyBot® units from January to June 2026 on a further 3 BMA sites

xBot® hardware sales and support, Mining

  • Supplied a further 3 new xBots® to Kamoa Copper (DRC) following the successful December 2024 deployment.

  • Delivered seven xBot® systems to the Sishen Mine, for Anglo American / Kumba Iron Ore (South Africa): with integration revenue to follow in 2026, a total order of ZAR 6.56m (~A$580k).

  • Norton Gold Fields: delivered to two xBot® units, valued at ~A$240k, supporting increased usage across multiple satellite operations, with flight and data operations to commence in 2026.

International Developments, conventional drones

  • Assmang, Khumani Iron Ore Mine: 12-month extension of drone-based survey and data services, valued at ~ZAR 4.0m (~A$360k), extending services through to 30 November 2026.

  • 24-month ~$342k conventional drone survey contract with Heath Goldfields (Ghana).

  • Completed three-stage paid conveyor monitoring trial for Continental at a PNG mine site.

  • Completed the Company’s largest drone-based LiDAR survey to date for Millennial Potash in (Gabon, Africa).

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RocketDNA Ltd Annual Report 2025

Security and Law Enforcement

  • Concluded a second government security site trial launched in early July, expanding public infrastructure surveillance

  • 12-month ~$209k dual PatrolBot® contract with Sibanye-Stillwater (South Africa).

Operational Platform Developments

RocketDNA continued to drive innovation and operational excellence in 2025 through the advancement of its autonomous drone solutions:

  • Completed fit-out and commissioning of a new flagship Remote Operating Centre (ROC) in Perth, enabling 24/7 autonomous drone missions and complementing existing ROCs in Adelaide and Johannesburg.

  • Early in 2025, the company’s SiteTube® software was integrated across all new xBot® deployments, supporting real-time visualisation and automated GIS data processing/reporting. Following that, SiteTube® adoption broadened and was embedded across multiple enterprise customers across various departments such as mine planning, geology, environmental management and survey functions.

  • The Company also achieved Gold 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.

Governance

  • Advisory Board established to support strategy, regulation, and market access.

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

The end of 2025 saw RocketDNA at a real pivotal point in its strategy. Having received its first multi-unit order for xBots® from BMA and having completed a successful $4m capital raise, 2026 will see the company step up investment in hardware and software. Hardware investment will support an expanded fleet of available xBot® units and software investment will be streamed into to enhancing the existing SiteTube® customer data delivery system as well new investment into RocketDNA’s new Skylink® software, which will revolutionise how customers request and connect to their flights and data.

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RocketDNA Ltd Annual Report 2025

Matters subsequent to the end of the financial year

No matter or circumstance has arisen since 31 December 2025 that has significantly affected, or may significantly affect the Group’s operations, the results of those operations, or the Group’s state of affairs in future financial years. On 2 January 2026 and 8 January 2026 a total of 10.5 million performance rights vested as a result of the company’s share price reaching the milestones associated with those performance rights. Further details are provided in the remuneration report.

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 2025

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Mr David Morton 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

29,712,994

Interests in options

1,000,000 options expiring 24 May 2027 @ $0.015 5,000,000 options expiring 30 May 2029 @ $0.02 5,000,000 options expiring 30 May 2030 @ $0.03 5,000,000 options expiring 30 May 2031 @ $0.04

Interests in rights

none

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Mr Christopher Clark

Executive 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

14,442,602

Interests in options

2,000,000 options expiring 30 May 2026 @ $0.021 10,000,000 options expiring 30 May 2029 @ $0.02 10,000,000 options expiring 30 May 2030 @ $0.03 10,000,000 options expiring 30 May 2031 @ $0.04

Interests in rights

24,000,000 performance rights (Terms as noted in note 34 of this Annual report)

Page 16

RocketDNA Ltd Annual Report 2025

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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

7,630,288

Interests in options

5,000,000 options expiring 30 May 2029 @ $0.02 5,000,000 options expiring 30 May 2030 @ $0.03 5,000,000 options expiring 30 May 2031 @ $0.04

Interests in rights

12,000,000 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 2025

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The number of meetings of the Company’s Board of Directors (‘the Board’) held during the year ended 31 December 2025, and the number of meetings attended by each Director were:

Full Board Meetings Attended Held
David Morton 12 12
Christopher Clark 12 12
Paul Williamson 12 12

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RocketDNA Ltd Annual Report 2025

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This remuneration report for the year ended 31 December 2025 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.

The KMP of RocketDNA includes the current and former directors of RocketDNA during the year to 31 December 2025.

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 2025, 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 Director Services Agreement with RocketDNA are summarised below:

Christopher Clark

  • A total remuneration package of $283,360 per annum including statutory superannuation, effective 1 January 2026.

  • 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 2025

Paul Williamson

  • A total remuneration package of $257,600 per annum including statutory superannuation, effective 1 January 2026.

  • 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 first approved by shareholders at the Company’s annual general meeting held on 24 June 2021. 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 last approved by Shareholders at the Company’s annual general meeting held on 30 May 2025. 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 $67,050 (2024: $40,500) and cover main Board activities only. Non-executive 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 2025 financial year (2024: nil).

Page 20

RocketDNA Ltd Annual Report 2025

Details of remuneration

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

2025 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 241,000 - - 28,317 - 58,596 - 327,913
Paul Williamson 220,000 - - 25,850 - 42,547 - 288,397
Non-Executive
Directors:
David Morton (i) 60,000 - - 7,050 - 19,944 - 86,994
521,000 - - 61,217 - 121,087 - 703,304

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.

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.

Page 21

RocketDNA Ltd Annual Report 2025

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

Fixed remuneration At risk - STI At risk - LTI
Name 2025
2024
2025 2024 2025 2024
Executive
Directors:
Christopher
Clark
82%
73%
21% - -3% 27%
Paul Williamson 85%
83%
13% - 2% 17%
Non-Executive -
-
- - - -
Directors:
David Morton 77%
100%
- - 23% -

Page 22

RocketDNA Ltd Annual Report 2025

Share-based compensation

Performance rights

No performance rights have vested in the year ended 31 December 2025. Details of performance rights held by each KMP as 31 December 2025 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%
Christopher Clark 4,000,000 2025 Milestone 1 - 100.00%
Christopher Clark 4,000,000 2025 Milestone 2 - 100.00%
Christopher Clark 2,000,000 2025 Milestone 3 - 100.00%
24,000,000
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%
Paul Williamson 2,000,000 2025 Milestone 1 - 100.00%
Paul Williamson 2,000,000 2025 Milestone 2 - 100.00%
Paul Williamson 1,000,000 2025 Milestone 3 - 100.00%

12,000,000

In January 2026, the following Performance Rights fully vested and became available for exercise:

  • 3,000,000 - 2023 Performance Rights; held by Chris Clark

  • 1,500,000 - 2023 Performance Rights held by Paul Williamson.

  • 4,000,000 - 2025 Performance Rights; held by Chris Clark; and

  • 2,000,000 - 2025 Performance Rights1 held by Paul Williamson.

For the 2023 performance rights, the 10-day VWAP at the time of issuance was $0.0106 with the 10-day VWAP to 2 January 2026 being $0.0235 resulting in the Company achieving a total shareholder return of 100%. For the 2025 performance rights, the 30-day VWAP up to and including 8 January 2026 was $0.02097 resulting in the Company achieving a 30-day VWAP price of $0.02 (two cents) between the 1 July 2025 and 30 June 2026.

Page 23

RocketDNA Ltd Annual Report 2025

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
(being 1 Jan to 31 Dec) based on audited accounts having been prepared by an external auditor or other
New Milestone 2 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.

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

2025 Milestones

Milestone Description
The Group reaching operating cash flow breakeven as measured by the total of four consecutive positive
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
Milestone 2 the Performance Rights lapse. The VWAP of trading 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

Page 24

RocketDNA Ltd Annual Report 2025

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 during Balance as at date
1 January 2025 the year of this report
Ordinary shares
David Morton 19,837,606 9,875,388 29,712,994
Christopher Clark 13,775,936 666,666 14,442,602
Paul Williamson 6,296,955 1,333,333 7,630,288
39,910,497 11,875,387 51,785,884

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 Purchased Balance as
1 January 2024 during the year at date of prior
year report
Ordinary shares
David Morton 3,000,000 16,837,606 19,837,606
Christopher Clark 10,357,133 3,418,803 13,775,936
Paul Williamson 5,356,785 940,170 6,296,955
18,713,918 21,196,579 39,910,497

Page 25

RocketDNA Ltd Annual Report 2025

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 / Expired / forfeited / Balance at the
start of the year resigned / other end of the year
Options over
ordinary shares
David Morton 1,000,000 15,000,000 - - 16,000,000
Christopher Clark 2,000,000 30,000,000 - - 32,000,000
Paul Williamson - 15,000,000 - - 15,000,000
3,000,000 60,000,000 - - 63,000,000
Prior year option holding
Name Balance at the Granted Exercised Expired / forfeited / Balance at the
start of 2024 resigned / other end of 2024
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

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 Expired / Balance at
the start of forfeited / the end of
the year other the year
Performance rights
over ordinary shares
Christopher Clark 14,000,000 10,000,000 - 24,000,000
Paul Williamson 7,000,000 5,000,000 - 12,000,000
21,000,000 15,000,000 - 36,000,000

Page 26

RocketDNA Ltd Annual Report 2025

Prior year 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 Expired / Balance at
the start of forfeited / other the end of
2022 2023
Performance rights
over ordinary shares
Christopher Clark 14,000,000 - - 14,000,000
Paul Williamson 7,000,000 - - 7,000,000
21,000,000 - - 21,000,000

The following Performance Rights are now fully vested and available for exercise:

  • 3,000,000 - 2023 Performance Rights; held by Chris Clark;

  • 1,500,000 - 2023 Performance Rights held by Paul Williamson.

  • 4,000,000 - 2025 Performance Rights; held by Chris Clark; and

  • 2,000,000 - 2025 Performance Rights held by Paul Williamson.

For the 2023 performance rights, the 10-day VWAP at the time of issuance was $0.0106 with the 10-day VWAP to 2 January 2026 being $0.0235 resulting in the Company achieving a total shareholder return of 100%. For the 2025 performance rights, the 30-day VWAP up to and including 8 January 2026 was $0.02097 resulting in the Company achieving a 30-day VWAP price of $0.02 (two cents) between the 1 July 2025 and 30 June 2026.

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

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.

This concludes the remuneration report, which has been audited.

Page 27

RocketDNA Ltd Annual Report 2025

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 Exercise Price Number under option
3 June 2022 KMP 30 May 2026 $0.0210 2,000,000
25 March 2023 KMP 24 May 2027 $0.0150 1,000,000
23 May 2023 African Staff 22 May 2028 $0.0100 5,500,000
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 2,000,000
27 December 2024 Equity raising 26 December 2027 $0.0195 5,000,000
Issued in the year
3 June 2025 KMP 30 May 2029 $0.0200 20,000,000
3 June 2025 KMP 30 May 2030 $0.0300 20,000,000
3 June 2025 KMP 30 May 2031 $0.0400 20,000,000
16 July 2025 Advisory Board 30 May 2029 $0.0200 6,000,000
31 July 2025 Australian Staff 3 June 2028 $0.0160 500,000
31 July 2025 Australian Staff 1 January 2029 $0.0160 1,000,000
31 July 2025 Australian Staff 1 December 2028 $0.0190 1,000,000

105,000,000

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 2025 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
30 May 2025 30 June 2026 15,000,000
36,000,000

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.

Page 28

RocketDNA Ltd Annual Report 2025

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 2025 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.

Page 29

RocketDNA Ltd Annual Report 2025

Audit and other assurance services

Audit and other assurance services
Consolidated
Grant date 2025 ($) 2024 ($)
(i) Audit and other assurance services
Audit or review of the financial statements - Hall Chadwick (Audit) WA 55,800 53,000
Total remuneration for audit and other assurance services - Australia 55,800 53,000

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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Christopher Clark Chief Executive Officer

25 February 2026

Page 30

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To the Board of Directors,

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

As lead audit director for the audit of the financial statements of RocketDNA Ltd and its controlled entities for the year ended 31 December 2025, I declare that to the best of my knowledge and belief, there have been no contraventions of:

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

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

Yours Faithfully

==> picture [143 x 41] intentionally omitted <==

==> picture [40 x 34] intentionally omitted <==

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

Nikki Shen CA Director

Dated this day of 25[th] February 2026 Perth, Western Australia

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==> picture [563 x 102] intentionally omitted <==

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RocketDNA Ltd Annual Report 2025

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Page 32

Financial Statements

RocketDNA Ltd Annual Report 2025

==> picture [301 x 24] intentionally omitted <==

Contents

  • 35 Consolidated statement of profit or loss and other comprehensive income

  • 36 Consolidated statement of financial position

  • 37 Consolidated statement of changes in equity

  • 38 Consolidated statement of cash flows

  • 39 Notes to the consolidated financial statements

  • 77 Consolidated entity disclosure statement

  • 78 Directors’ declaration

  • 79 Independent auditor’s report to the members of RocketDNA Ltd.

  • 84 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 25 February 2026. The Directors have the power to amend and reissue the financial statements.

Page 34

RocketDNA Ltd Annual Report 2025

Consolidated statement of profit or loss and other comprehensive income for the year ended 31 December 2025

Note Consolidated
2025 ($)
2024 ($)
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 benefit/(expense)
7
Loss after income tax 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.
7,683,005
7,241,424
(4,309,560)
(3,605,012)
3,373,445
3,636,412
16,070
50,722
35,348
12,101
(5,522,412)
(4,789,307)
(32,301)
11,698
(434,628)
(419,427)
(132,607)
(43,329)
(2,697,085)
(1,541,130)
104,188
47,693
(200,768)
(292,282)
(2,793,665)
(1,785,719)
33,493
(139,911)
(2,760,172)
(1,925,630)
186,492
88,214
186,492
88,214
(2,573,680)
(1,837,416)
55,209
(1,713)
(2,815,381)
(1,923,917)
(2,760,172)
(1,925,630)
68,831
(31,031)
(2,587,302)
(1,806,385)
(2,642,511)
(1,837,416)
Consolidated
Note
Loss per share for loss from continuing operations
Basic loss per share
33
Diluted loss per share
33
Cents
Cents
(0.30)
(0.28)
(0.30)
(0.28)

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

Page 35

RocketDNA Ltd Annual Report 2025

Note
Consolidated statement of fnancial
position as at 31 December 2025
Consolidated
2025 ($)
2024 ($)
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
3,861,864
3,406,056
2,770,415
1,429,539
566,204
235,904
31,005
40,592
7,229,488
5,112,091
2,085,166
1,597,890
568,087
306,475
455,010
340,837
31,425
7,107
1,022,708
990,244
4,162,396
3,242,553
11,391,884
8,354,644
1,508,119
915,876
482,640
135,163
322,930
195,422
307,138
260,710
170,794
113,009
2,791,621
1,620,180
393,741
402,302
600,659
480,869
994,400
883,171
3,786,021
2,503,351
7,605,863
5,851,293
21,289,405
17,144,970
(653,073)
(1,009,757)
(12,771,709)
(9,956,328)
7,864,623
6,178,885
(258,760)
(327,592)
7,605,863
5,851,293

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

Page 36

RocketDNA Ltd Annual Report 2025

Consolidated statement of changes in equity For the year ended 31 December 2025

Consolidated Issued
capital ($)
Foreign currency
translation
reserve ($)
Predecessor
accounting
Reserves ($)
Share based
payment
reserve ($)
Accumulated
losses ($)
Non-controlling
interest ($)
Total
equity ($)
Balance at
1 January 2024
Loss after income
tax for the year
Other comprehensive
(loss)/income for the year,
net of tax
Total comprehensive
(loss)/income for the year
Issue of shares
Share based payments
Share issue costs
14,367,691
(417,029)
(968,570)
(25,630)
(8,032,412)
(296,560)
4,627,490
-
-
-
-
(1,923,917)
(1,713)
(1,925,630)
-
117,532
-
-
-
(29,318)
88,214
-
117,532
-
-
(1,923,917)
(31,031)
(1,837,416)
3,007,310
-
-
-
-
-
3,007,310
-
-
-
243,440
-
-
243,440
(230,030)
-
-
40,500
-
-
(189,530)
Balance at
31 December 2024
17,144,971
(299,497)
(968,570)
258,310
(9,956,329)
(327,591)
5,851,294
Consolidated Issued
capital ($)
Foreign currency
translation
reserve ($)
Predecessor
accounting
Reserves ($)
Share based
payment
reserve ($)
Accumulated
losses ($)
Non-controlling
interest ($)
Total
equity ($)
Balance at
1 January 2025
Profit/(loss) after income
tax benefit for the year
Other comprehensive
income for the year, net
of tax
Total comprehensive
(loss)/income for the year
Issue of shares
Share based payments
Share issue costs
17,144,971
(299,497)
(968,570)
258,310
(9,956,329)
(327,591)
5,851,294
-
-
-
-
(2,815,381)
55,209
(2,760,172)
-
172,870
-
-
-
13,622
186,492
-
172,870
-
-
(2,815,381)
68,831
(2,573,680)
4,400,000
-
-
-
-
-
4,400,000
-
-
-
183,814
-
-
183,814
(255,565)
-
-
-
-
-
(255,565)
Balance at
31 December 2025
21,289,406
(126,627)
(968,570)
442,124
(12,771,710)
(258,760)
7,605,863

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

Page 37

RocketDNA Ltd Annual Report 2025

Consolidated statement of cash flows For the year ended 31 December 2025

Consolidated statement of cash fows
For the year ended 31 December 2025

Note
Consolidated
2025 ($)
2024 ($)
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 property, plant and equipment
Proceeds from release of security deposits
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares
22
Share issue transaction costs
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
7,893,908
8,231,883
(9,405,934)
(8,613,066)
(1,512,026)
(381,183)
21,756
27,065
2,167
12,671
(21,661)
(164,879)
(1,509,764)
(506,326)
(1,752,805)
(952,106)
(281,067)
(274,241)
(7,916)
(8,948)
187,646
48,755
(12,379)
22,981
(1,866,521)
(1,163,559)
4,400,000
3,007,310
(259,302)
(182,519)
293,910
715,151
(554,170)
(817,411)
3,880,438
2,722,531
504,153
1,052,646
3,406,056
2,317,078
(48,345)
36,332
3,861,864
3,406,056

Page 38

RocketDNA Ltd Annual Report 2025

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 $2,760,172 (2024: $1,925,630), is reporting a net working capital of $4,437,855 (2024 : $3,491,911), has incurred net cash outflows from operations of $1,509,764 (2024 outflow of $506,326). As at 31 December 2025, the Group had $3,861,847 in cash (2024 : $3,406,056) and consolidated net asset of $7,605,859 (2024 : net asset of $5,851,293).

Management have prepared a forecast for the next 12 months which demonstrates the Group having the ability to meets its debts as and when they fall due. The ability of the Group to continue as a going concern is dependent upon the ability of the Group to successfully grow its revenue base as well as its ability to secure funds by raising capital from equity and or debt markets and managing cashflow in line with available funds.

The Group has prepared the financial statements for the financial period ended 31 December 2025 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.

Page 39

RocketDNA Ltd Annual Report 2025

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 2025 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.

Page 40

RocketDNA Ltd Annual Report 2025

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.

Page 41

RocketDNA Ltd Annual Report 2025

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.

Page 42

RocketDNA Ltd Annual Report 2025

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. For the statement of cash flows presentation purposes, cash and cash equivalents also includes bank overdrafts, which are shown within borrowings in current liabilities on the statement of financial position.

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.

Page 43

RocketDNA Ltd Annual Report 2025

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.

Page 44

RocketDNA Ltd Annual Report 2025

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.

Page 45

RocketDNA Ltd Annual Report 2025

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

Page 46

RocketDNA Ltd Annual Report 2025

Notes to the Consolidated Financial Statements

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.

Page 47

RocketDNA Ltd Annual Report 2025

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 2025. The Group has not yet assessed the impact of these new or amended Accounting Standards and Interpretations.

Page 48

RocketDNA Ltd Annual Report 2025

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.

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.

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.

Page 49

RocketDNA Ltd Annual Report 2025

Page 50

RocketDNA Ltd Annual Report 2025

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 - 2025 Australia ($) Africa ($) Corporate ($) Total ($)
Income
Revenue from Continuing Operations 2,334,881 5,348,124 - 7,683,005
Total Operations Income 2,334,881 5,348,125 - 7,683,006
Other Income - 16,070 - 16,070
Gains/(Loss) from disposals of assets 14,670 20,678 - 35,348
Total income 2,349,551 5,384,872 - 7,734,423
EBITDA (1,000,866) 1,059,973 (1,386,142) (1,327,035)
Depreciation and amortisation (459,575) (743,534) (134,640) (1,337,749)
Impairment (charge)/Write back 2,460 (34,761) - (32,301)
Finance income and expense (63,857) (33,283) 560 (96,580)
Profit/(loss) before income tax expense (1,521,838) 248,395 (1,520,222) (2,793,665)
Income tax benefit 33,493
Loss after income tax (2,760,172)
Assets
Segment assets 3,248,198 4,365,690 3,777,996 11,391,884
Total assets 11,391,884
Liabilities
Segment liabilities 1,647,298 1,432,030 706,693 3,786,021
Total liabilities 3,786,021

Page 51

RocketDNA Ltd Annual Report 2025

Note 3. Operating segments (continued)

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 (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
Note 4. Revenue
Timing of revenue recognition Consolidated
2025 ($) 2024 ($)
At a point in time 2,961,655 2,887,452
Over time 4,721,350 4,353,972
7,683,005 7,241,424

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RocketDNA Ltd Annual Report 2025

Note 5. Operating expense

Note 5. Operating expense
Consolidated
Employee benefits expense
General and administrative expenses
Corporate costs
2025 ($)
2024 ($)
3,062,571
2,523,391
1,981,359
1,750,966
478,482
514,950
5,522,412
4,789,307

Note 6. Impairment

Consolidated Consolidated
2025 ($) 2024 ($)
Reversal of Impairment write back/Impairment on trade (32,301) 11,698
receivables recognised through P&L (note 9)

Note 7. Income tax expense/(benefit)

Note 7. Income tax expense/(beneft)
Consolidated
2025 ($) 2024 ($)
Numerical reconciliation of income tax expense/(benefit) and tax at the statutory rate
Loss before income tax benefit/(expense) (2,793,665) (1,785,719)
Tax at the average effective tax rate of 25.54% (2024:24.80%) (i) (713,552) (442,869)
Movement in temporary differences for which no deferred tax has been recognised 39,752 89,644
Tax effect of current year losses for which no deferred tax asset has been recognised 705,762 442,253
Tax benefit of utilising prior year losses for which no deferred tax asset had been recognised (115,572) (52,303)
Prior year, permanent and exchange rate differences 50,117 103,186
Income tax expense/(benefit) (33,493) 139,911

(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 25.54% (2024: 24.80%).

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RocketDNA Ltd Annual Report 2025

Consolidated Consolidated
2025 ($) 2024 ($)
Tax losses not recognised
Unused tax losses for which no deferred tax asset has been recognised 23,076,008 20,032,781
Potential tax benefit @ 25.2% (2024: 25.1%) 5,804,390 5,028,228

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 is derived of a nature and of an amount sufficient to enable the benefit to be realised;

  • 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 (2024: 9,586,799)

Note 8. Current assets - cash and cash equivalents

Consolidated Consolidated
2025 ($) 2024 ($)
Cash and cash equivalents 3,861,864 3,406,056
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
2025 ($) 2024 ($)
Trade receivables 2,065,638 1,013,529
Expected Credit loss allowance (25,761) (50,969)
Goods and services tax 89,279 83,775
2,129,156 1,046,335
Prepayments 319,156 236,364
Other receivables 322,103 146,840
2,770,415 1,429,539

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 2025

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

Consolidated Consolidated
2025 ($) 2024 ($)
Cost 5,545,151 4,841,870
Accumulated depreciation (3,459,985) (3,243,980)
Net carrying amount 2,085,166 1,597,890
31 December 2024 Opening
balance ($)
Additions
($)
Disposals
($)
Foreign
exchange
movements ($)
Depreciation
($)
Closing
balance ($)
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 124,025 101,209 (1,776) 458 (86,021) 137,895
IT equipment 132,248 66,129 - 830 (79,394) 119,813
Leasehold improvements 57,501 2,433 - 2,597 (23,181) 39,350
Drone accessories 293,863 384,840 (23,906) (2,526) (224,984) 427,287
Drones 322,063 544,287 (24,240) 3,424 (243,012) 602,522
Drone batteries 71,092 84,598 (1,856) (1,696) (120,950) 31,188
Capital works in progress 23,219 - - 1,543 - 24,762
1,264,914 1,222,965 (52,089) 8,446 (846,346) 1,597,890
Opening Additions Disposals Foreign Depreciation Closing
31 December 2025 balance ($) ($) ($) exchange ($) balance ($)
movements ($)
Furniture and fixtures 10,231 4,141 (559) 1,070 (5,128) 9,755
Motor vehicles 204,842 - (48,614) 12,138 (65,475) 102,891
Other equipment 137,895 127,915 (776) 2,700 (93,985) 173,749
IT equipment 119,813 164,865 (8,121) 5,050 (82,505) 199,102
Leasehold improvements 39,350 315,776 - 1,833 (33,607) 323,352
Drone accessories 427,287 910,487 (186,693) 6,961 (361,770) 796,272
Drones 602,522 192,464 (23,004) 31,925 (341,287) 462,620
Drone batteries 31,188 43,346 (5,154) 1,579 (53,534) 17,425
Capital works in progress 24,762 - (25,136) 374 - -
- - - - -
1,597,890 1,758,994 (298,057) 63,630 (1,037,291) 2,085,166

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RocketDNA Ltd Annual Report 2025

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

Consolidated
2025 ($) 2024 ($)
Land and buildings - right-of-use 829,814 542,014
Less: Accumulated depreciation (261,727) (235,539)
568,087 306,475

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 2024 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
Additions 368,672 368,672
Exchange differences 60,790 60,790
Depreciation expense (167,850) (167,850)
Balance at 31 December 2025 568,087 568,087

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 2024 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
Additions 39,673 228,430 268,103
Amortisation expense (69,869) (84,061) (153,930)
126,797 328,213 455,010

Balance at 31 December 2025

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RocketDNA Ltd Annual Report 2025

Note 13. Non-current assets - deferred tax

Consolidated
2025 ($) 2024 ($)
Deferred tax asset 31,425 7,107
Note 14. Non-current assets - Goodwill
Consolidated
2025 ($) 2024 ($)
Goodwill 1,022,708 990,244

Impairment

Following annual impairment testing, no impairment was deemed necessary at 31 December 2025.

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 2025, 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 – averaging 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 8% to 60%

  • 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 – averaging 5%

  • Budgeted gross profit rate: based on past performance and management’s expectations for the future – between 20% 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 2025

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
2025 ($)
2024 ($)
755.799
354,501
113,161
74,153
639,159
487,222
1,508,119
915,876

Refer to note 24 for further information on financial instruments.

Note 16. Current liabilities - contract liabilities

Consolidated
2025 ($) 2024 ($)
Contract liabilities 482,640 135,163

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
2025 ($)
2024 ($)
135,163
151,986
466,154
15,593
(118,677)
(32,416)
482,640
135,163

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
2025 ($)
2024 ($)
174,172
143,784
17
10,632
148,741
41,006
322,930
195,422

Refer to note 24 for further information on financial instruments.

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RocketDNA Ltd Annual Report 2025

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
2025 ($)
2024 ($)
155,250
89,018
20,073
59,725
131,815
111,967
307,138
260,710

Refer to note 24 for further information on financial instruments.

Note 19. Current liabilities - income tax

Consolidated
2025 ($) 2024 ($)
Provision for income tax 170,794 113,009

Note 20. Non-current liabilities - borrowings

Note 20. Non-current liabilities - borrowings Note 20. Non-current liabilities - borrowings
Consolidated
Borrowings
Chattel mortgage equipment loan
2025 ($)
2024 ($)
320,000
320,000
73,741
82,302
393,741
402,302

Refer to note 24 for further information on financial instruments.

As at 31 December 2025, the group held a loan payable balance of $320,000 (31 December 2024: $320,000) 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

Note 21. Non-current liabilities - lease liabilities Note 21. Non-current liabilities - lease liabilities
Consolidated
2025 ($)
2024 ($)
Lease liability - Right of use asset
Lease liability - Motor vehicles
Lease liability - Drone equipment
474,746
247,214
26,354
91,510
99,559
142,145
600,659
480,869

Refer to note 24 for further information on financial instruments.

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RocketDNA Ltd Annual Report 2025

Note 22. Equity - issued capital

Consolidated Consolidated
2025 Shares 2024 Shares 2025 ($) 2024 ($)
Ordinary shares - fully paid 1,182,189,898 884,754,008 21,289,405 17,144,970

Movements in ordinary share capital

Details Date Shares Issueprice $
Balance 31 December 2024 884,754,008 17,144,970
Share placement 21 February 2025 30,769,230 $0.0130 400,000
Share placement 11 November 2025 221,466,667 $0.0150 3,322,000
Share placement 24 December 2025 45,199,993 $0.0150 678,000
Share issue costs (255,565)
Balance 31 December 2025 1,182,189,898 21,289,405

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 2025

Note 23. Equity - reserves

Note 23. Equity - reserves Note 23. Equity - reserves
Consolidated
Predecessor accounting reserves
Foreign currency translation reserve
Share-based payments reserve
2025 ($)
2024 ($)
(968,570)
(968,570)
(126,627)
(299,497)
442,124
258,310
(653,073)
(1,009,757)

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 2025

Categories of financial instruments

Consolidated
2025 ($) 2024 ($)
Financial assets
Cash and cash equivalents 3,861,864 3,406,056
Trade and other receivables 2,770,415 1,429,539
Financial assets held at amortised cost (Deposits) 31,005 40,592
6,663,284 4,876,187
Financial liabilities
Trade and other payables 1,508,119 915,876
Borrowings 716,671 597,724
Finance liability - motor vehicles 46,427 151,348
Finance liability - drone equipment 231,374 253,999
2,502,591 1,918,947

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

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RocketDNA Ltd Annual Report 2025

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.

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 carrying amount of the Group’s foreign currency denominated financial assets and financial liabilities at the reporting date translated in AUD at the reporting date were as follows:

Price risk

The Group is not exposed to any significant price risk.

Consolidated
2025 ($) 2024 ($)
Financial assets
Cash and cash equivalents 781,796 991,246
Trade and other receivables 1,780,945 415,860
Deposits 31,005 40,592
Financial Liabilities
Borrowings 17 -
Motor vehicle finance leases 39,759 48,792
Drone equipment finance leases 102,764 161,373

The following table, expressed in AUD, indicates sensitivity to movements in exchange rates on the profit or loss, based on the AUD strengthening against the USD and 10%:

2025 USD, ZAR, GHS
AUD strengthened 10%: Effect on profit before tax: (25,799)
AUD weakened 10%: Effect on profit before tax: 25,799
2024 USD, ZAR, GHS
AUD strengthened 10%: Effect on profit before tax: (51,904)
AUD weakened 10%: Effect on profit before tax: 51,904

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RocketDNA Ltd Annual Report 2025

Interest rate risk

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

Consolidated - 2025 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 38,619 38,619 (100) (38,619) (38,619)
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)

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 $32,301 (31 December 2024: $11,698) in profit or loss in respect of the expected credit losses for the year ended 31 December 2025.

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 2025 (%) 2024 (%) 2025 ($) 2024 ($) 2025 ($) 2024 ($)
Not overdue 0.1600%
0.4200%
1,597,312 666,753 2,556 2,800
0 to 3 months overdue 4.9549%
13.8900%
468,326 346,776 23,205 48,167
2,065,638 1,013,529 25,761 50,967

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 2025

Weighted Remaining
Consolidated - 2025 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
- 1,508,119 - - - 1,508,119
Borrowings -
non-current
- - - 320,000 - 320,000
Interest-bearing -
fixed rate
Borrowings 5.10% 317,413 73,741 - - 391,154
Lease liability -
motor vehicles
4.54% 20,073 26,354 - - 46,427
Lease Liability -
drone equipment
10.81% 131,815 99,559 - - 231,374
Total non-derivatives 1,977,420 199,654 320,000 2,497,074
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
- 41,008 47,089 355,211 - 443,308
Interest-bearing -
fixed rate
Borrowings 5.10% 154,417 - - - 154,417
Lease liability -
motor vehicles
4.54% 48,277 57,702 45,368 - 151,347
Lease Liability -
drone equipment
10.81% 111,967 138,944 3,088 - 253,999
Total non-derivatives 1,271,545 243,735 403,667 - 1,918,947

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 2025

Note 25. Key management personnel disclosures

Directors

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

David Morton Chairman, Non-Executive Director
Christopher Clark Executive 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:

Consolidated
2025 ($) 2024 ($)
Short-term employee benefits 521,000 462,786
Post-employment benefits 61,217 49,857
Share-based payments 121,087 135,894
703,304 648,537

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:

Consolidated
2025 ($) 2024 ($)
Audit services -
Hall Chadwick (Audit) WA 55,800 53,000

Note 27. Contingent Liabilities & Commitments

The Group had no contingent liabilities or commitment as at 31 December 2025 (2024: Nil)

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RocketDNA Ltd Annual Report 2025

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 $77,443 (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:

Consolidated
2025 ($) 2024 ($)
Borrowings:
Loan from Entech Pty Ltd 320,000 320,000

As at 31 December 2025, the Group held a loan payable balance of $320,000 (31 December 2024: $320,000) 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 2025

Note 29. Parent entity information

Parent 2025 ($) Parent 2024 ($)
Loss after income tax (733,275) (1,310,579)
Assets
Current assets 3,105,877 2,611,422
Non-current assets 9,910,607 6,408,524
Total assets 13,016,484 9,019,946
Liabilities
Current liabilities (433,782) (305,129)
Non-current liabilities (272,911) -
Total Liabilities (706,693) (305,129)
Net Assets 12,309,791 8,714,817
Shareholders’ Equity
Issued capital 27,500,387 23,355,952
Reserves 2,613,123 2,429,309
Accumulated losses (17,803,719) (17,070,444)
12,309,791 8,714,817

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 2025 and 31 December 2024

Contingent liabilities

The parent entity had no contingent liabilities as at 31 December 2025 and 31 December 2024

Capital commitments - Property, plant and equipment

The parent entity had no capital commitments for property, plant and equipment as at 31 December 2025 and 31 December 2024

Page 68

RocketDNA Ltd Annual Report 2025

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% (2024:100%) in RocketDNA Africa (Pty) Ltd, 74% (2024:74%) in RocketDNA ZA (Pty) Ltd, and 100% (2024:100%) in RocketDNA Training and Consulting (Pty) Ltd, all incorporated and operating in South Africa. The Group also has an equity interest of 100% (2024:100%) in RocketDNA (AU) Pty Ltd and 60% (2024:60%) in RocketDNA (WA) Pty Ltd, both incorporated and operating in Australia. The Group also has an equity interest of 70% (2024:70%) in RocketDNA Ghana Ltd, incorporated and operating in Ghana.

Note 31. Events after the reporting period

No matter or circumstance has arisen since 31 December 2025 that has significantly affected, or may significantly affect the Group’s operations, the results of those operations, or the Group’s state of affairs in future financial years. On 2 January 2026 and 8 January 2026 a total of 10.5 million performance rights vested as a result of the company’s share price reaching the milestones associated with those performance rights. Further details are provided in the remuneration report.

Note 32. Reconciliation of loss after income tax to net

cash used in operating activities

cash used in operating activities
Consolidated
2025 ($) 2024 ($)
Loss after income tax for the year (2,760,172) (1,925,630)
Adjustments for:
Depreciation and amortisation 1,337,749 858,979
Share-based payments 183,814 126,613
Foreign exchange differences 186,492 179,567
Other income non-cash - (50,722)
Non-controlling interest 55,209 1,713
Gain on sale of assets (35,348) (12,101)
Finance costs 200,768 353,332
Impairment 57,509 39,271
Change in operating assets and liabilities:
Increase in trade and other receivables (454,529) (64,603)
Decrease/(increase) in inventory (330,300) 175,072
Decrease/(increase) in income tax due 9,587 (59,570)
Increase in deferred tax assets (24,318) (11,513)
Decrease/(increase) in deposits 9,587 (18,615)
Increase/(decrease) in trade and other payables (293,289) (114,942)
Increase in contract liabilities 347,477 16,823
Net cash used in operating activities (1,509,764) (506,326)

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RocketDNA Ltd Annual Report 2025

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RocketDNA Ltd Annual Report 2025

Note 33. Earnings per share

Note 33. Earnings per share
Consolidated
2025 ($) 2024 ($)
Loss per share for loss from continuing operations
Loss after income tax (2,760,172) (1,925,630)
Non-controlling interest (55,209) 1,713
Loss after income tax (2,815,381) (1,923,917)
Number Number
Weighted average number of ordinary shares used in calculating basic earnings per share 942,344,425 681,827,340
Weighted average number of ordinary shares used in calculating diluted earnings per share 942,344,425 681,827,340
Cents Cents
Basic loss per share (0.30) (0.28)
Diluted loss per share (0.30) (0.28)

Page 71

RocketDNA Ltd Annual Report 2025

Note 34. Share-based payments

During the year, the group provided shares, share options and performance rights to Australian employees part of its employee share plan, and provided share options and performance rights to Directors as part of their remuneration package. The details of the share-based payments provided for the year to 31 December 2025 are:

Recipient Instrument Number Conditions Grant Date Recognition Fair value
(i) Christopher Performance 10,000,000 2025 30 May 2025 2 of 3 milestones, 1.1c
Clark Rights milestones pro-rata to 31 per right
Dec 2025 and 30
June 2026
(ii) Paul Performance 5,000,000 2025 30 May 2025 2 of 3 milestones, 1.1c
Williamson Rights milestones pro-rata to per right
31 Dec 2025 and
30 June 2026
(iii) Christopher Share 30,000,000 Employment to 30 May 2025 Prorata to 0.61c,
Clark options 3 June 2027, vesting dates: 0.63c and 0.66c
2028 and 2029 3 June 2027, per option
2028 and 2029
(iv) Paul Share 15,000,000 Employment to 30 May 2025 Prorata to 0.61c,
Williamson options 3 June 2027, vesting dates: 0.63c and
2028 and 2029 3 June 2027, 0.66c per option
2028 and 2029
(v) David Share 15,000,000 Employment to 30 May 2025 Prorata to 0.61c,
Morton options 3 June 2027, vesting dates: 0.63c and
2028 and 2029e 3 June 2027, 0.66c per option
2028 and 2029
(vi) Australian Share 2,500,000 future 31 July 2025 Pro-rata to 0.6c
employees options employment 1 Dec 2025 and per option
1 May 2026
(vii) Australian Free 617,984 none 17 December 2025 On grant $1000 per
employees shares date employee
(viii) Advisory Board Share 6,000,000 Escrow to 16 July 2025 Prorata to 0.71c
members options 1 June 2027 3 June 2027, per option
2028 and 2029

(i), (ii) Vesting of 2025 performance rights are conditional on the satisfaction of 3 milestones by 30 June 2026. The performance rights were issued at nil cost and will be converted into the equivalent number of shares when exercised. All performance rights are valued at the market price of the underlying shares on the date of grant.

(iii) (iv) (v) The share options granted on 30 May 2025 were valued using the Hoadley Trading and Investment Tools ESO2 valuation model at the fair values shown in table above for the tranche 1, tranche 2 and tranche 3 options respectively

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RocketDNA Ltd Annual Report 2025

In addition to the share-based payments provided during the year, 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:

(ix)
(x)
(xi)
(xii)
Recipient
Instrument
Original number
granted and
previous vesting
estimate
Grant
Date
Conditions
Last qualifying
financial period
Previous
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 2025
Pro-rata to 31
Dec 2025 and
31 Dec 2026
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 2025
Pro-rata to 31
Dec 2025 and
31 Dec 2026
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 2025
nil
-
Christopher
Clark
Performance
Rights
8,000,000
3 Jun
2022
2022 New
Milestones
Year to
31 December
2025
Pro-rata to
31 Dec 2025
Nil
-

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
(xiii) Christopher Loan Funded 10,000,000 2 year escrow 19 June 2023 Equity option 0.665c
Clark Shares pro-rata to per option
18 June 2025
(xiv) Paul Loan Funded 5,000,000 2 year escrow 19 June 2023 Equity option 0.665c
Williamson Shares pro-rata to per option
18 June 2025
(xv) African Share Options 5,500,000 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
(xvi) Australian Share Options 4,000,000 future Various Pro-rata to 0.486c to
employees employment various dates 0.448c

Page 73

RocketDNA Ltd Annual Report 2025

Note 34. Share-based payments (continued)

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

Name No of performance
rights as at
31 December 2024
Milestones Performance rights
granted in the year
No. of performance
Rights as at
31 December 2025
Christopher Clark 8,000,000 2022 New Milestones - 8,000,000
Christopher Clark 6,000,000 2023 New Milestones - 6,000,000
Christopher Clark - 2025 Milestones 10,000,000 10,000,000
Paul Williamson 4,000,000 2022 New Milestones - 4,000,000
Paul Williamson 3,000,000 2023 New Milestones - 3,000,000
Paul Williamson - 2025 Milestones 5,000,000 5,000,000

Page 74

RocketDNA Ltd Annual Report 2025

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 1 New Milestone 2 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 31 New Milestone 3 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

2025 Milestones

Milestones Description The Company achieving a 30-day VWAP price of $0.02 (two cents) between 1July 2025 and 30 June 2026, as calculated by an external source or other suitable expert. For these purposes, the VWAP of trading in the Milestone 1 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 Company having revenue of $10,000,000 between 1July 2025 and 30 June 2026, excluding:

(i) one-off or extraordinary items; Milestone 2 (ii) revenue received in the form of government grants, allowances, rebates or other hand-outs; and (iii) revenue that has been ‘manufactured’ to achieve the milestone, based on accounts which have been audited by an external auditor or other suitable expert.

The Company establishing a new ‘vertical’ that contributes an additional $1,000,000 of revenue between 1July 2025 and 30 June 2026 based on accounts which have been audited or reviewed by an external auditor or other Milestone 3 suitable expert. For these purposes, the companies current ‘verticals’ at the date of grant were mining, public safety (drone as a first responder)

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RocketDNA Ltd Annual Report 2025

Reconciliation of expense and share-based payment reserve

During the year to 31 December 2025, the charge recognised with in Employee costs in the statement of profit and loss, was $183,814 (2024: $154,277). No other share-based payments were recognised in 2025. In 2024, $89,163 was recognised within Finance expense within the statement of profit and loss and $40,500 was recognised as share issue costs in Equity.

Recognition of pro-rata expense for performance rights granted to KMP on 30 May 2025 (i) (ii) 101,680
Recognition of pro-rata expense for share options issued to KMP on 30 May 2025 (iii), (iv) (v) 79,776
Recognition of pro-rata expense for share options issued to Australian employees on 31 July 2025 (vi) 13,636
Recognition of expense for free shares granted to Australian employees on 17 December 2025 (vii) 17,000
Recognition of pro-rata expense for share options issued to Advisory Board members on 16 July 2025 (viii) 10,267
Re-estimation of cumulative expense for Performance rights granted 25 May 2023 (ix) (x) (xi) (2,845)
Re-estimation of cumulative expense for Performance rights granted 3 June 2022 (xii) (80,722)
Recognition of pro-rata expense for Loan funded share scheme (xiii) (xiv) 23,198
Recognition of pro-rata expense for options issued to African employees (xv) 6,259
Recognition of pro-rata expense for options issued to Australian employees in previous years (xvi) 15,565
Total share-based payments recognised during the year to 31 December 2025 183,814
Share-based payments recognised cumulatively to 31 December 2024 472,810
Total share-based payments recognised during the year to 31 December 2025 (above) 183,814
Share-based payments recognised cumulatively to 31 December 2025 656,624
Shares issued under loan funded share scheme (prior to 1 January 2025) (214,500)
Share-based payment reserve as at 31 December 2025 442,124
Share-based payment reserve at 31 December 2024 258,310
Total share-based payments recognised in the year to 31 December 2025 (above) 183,814
Share-based payment reserve as at 31 December 2025 442,124

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

Page 76

RocketDNA Ltd Annual Report 2025

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.

Page 77

RocketDNA Ltd Annual Report 2025

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 2025 and of its performance for the financial year ended on that date;

  • there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; 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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Christopher Clark Chief Executive Officer

25 February 2026

Page 78

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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ROCKETDNA LTD

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 Group”), which comprises the consolidated statement of financial position as at 31 December 2025, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial 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 Group is in accordance with the Corporations Act 2001, including:

  • (i) giving a true and fair view of the Group’s financial position as at 31 December 2025 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 Group 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 (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.

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.

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Key Audit Matters

Key Audit Matter 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.

  • How our audit addressed the Key Audit Matter 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

Impairment of Goodwill – Note 14

The goodwill carrying value is $1,022K. 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 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:

  • Comparing the forecast cash flow obtained in the value in use model to approved budgets

  • 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 Group’s annual report for the year ended 31 December 2025, but does not include the financial report and our auditor’s report thereon.

Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial report, our responsibility is to read the other information 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 Group 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 Group’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 Group or to cease operations, or has no realistic alternative but to do so.

Auditor’s Responsibilities for the Audit of the Financial Report

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.

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 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.

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Auditor’s Responsibilities for the Audit of the Financial Report

  • 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 Group’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 Group’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 Group 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 Group to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the Group 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.

Report on the Remuneration Report

We have audited the Remuneration Report included in the directors’ report for the year ended 31 December 2025. 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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Auditor’s Opinion

In our opinion, the Remuneration Report of RocketDNA Ltd, for the year ended 31 December 2025, complies with section 300A of the Corporations Act 2001.

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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 day of 25[th] February 2026 Perth, Western Australia

RocketDNA Ltd Annual Report 2025

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The shareholder information set out below was applicable as at 3 February 2026. As at 3 February 2026, there were 1,321 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.

Page 84

RocketDNA Ltd Annual Report 2025

Twenty Largest Shareholders

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

Holder Name Holding % IC
Mr Daniel Nitin Narayan 160,443,566 13.56%
Pither Investments Pty Ltd 32,750,000 2.77%
Jorac Pty Ltd 31,000,000 2.62%
Debuscey Pty Ltd 26,666,667 2.25%
Citicorp Nominees Pty Limited 24,322,731 2.06%
Mr Mark Richard Jones & Ms Margaret Tai 21,000,000 1.78%
Miss Gillian Wendy Rosefield 20,000,000 1.69%
Mr Stuart Leslie Turner 15,550,000 1.31%
Mr Perry Julian Rosenzweig 15,000,000 1.27%
Banksia Super Pty Ltd 14,615,384 1.24%
Nintieth Y Pty Ltd 14,000,000 1.18%
Chait Family Pty Ltd 13,208,334 1.12%
BNP Paribas Nominees Pty Ltd 12,639,348 1.07%
Butko Investments Pty Ltd 11,858,334 1.00%
IBI Trust Management 11,834,489 1.00%
R J & A Investments Pty Ltd 11,110,632 0.94%
Mrs Ann Liberatore & Mr Antonio Liberatore 10,815,952 0.91%
Mckern Super Pty Ltd 10,641,024 0.90%
Mr Michael James Spencer 10,000,013 0.85%
Certane Ct Pty Ltd 10,000,000 0.85%
Mr Christopher Clark 10,000,000 0.85%
Blackside Pty Ltd 10,000,000 0.85%
Totals 497,456,474 42.07%

Page 85

RocketDNA Ltd Annual Report 2025

Substantial Holders

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

Name No of Shares Held % of Issued Capital
Mr Daniel Narayan 160,443,566 14.11%

Distribution Of Equity Securities

Ordinary Fully Paid Shares

Holding Ranges Holders Total Units % Issued Share
Capital
1 - 1,000 19 4,218 0.00%
1,001 - 5,000 14 49,629 0.00%
5,001 - 10,000 64 614,848 0.05%
10,001 - 100,000 597 30,925,218 2.61%
100,001 and over 627 1,151,213,969 97.33%
Totals 1,321 1,182,807,882 100.00%

Unmarketable Parcels – 131 Holders with a total of 1,152,893 shares, based on the last trading price of $0.031 on 3 February 2026.

Restricted Securities

There are no securities which are subject to ASX escrow.

Page 86

RocketDNA Ltd Annual Report 2025

Unquoted Securities

Banksia Super Pty Ltd
1,000,000
100.00%
Banksia Super Pty Ltd
1,000,000
100.00%
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%
26,000,000 Unlisted Options Expiring 30 May 2029 @ $0.02 – 6 Holders
Holders with more than 20%
Holder Name
Holding % IC
Mr Christopher Swiegers Clark 10,000,000
32.26%
20,000,000 Unlisted Options Expiring 30 May 2030 @ $0.03 – 3 Holders
Holders with more than 20%
Holder Name
Holding % IC
Mr Christopher Swiegers Clark
Mr Paul Williamson
Mr David Graham Morton
10,000,000
50.00%
5,000,000
25.00%
5,000,000
25.00%

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RocketDNA Ltd Annual Report 2025

20,000,000 Unlisted Options Expiring 30 May 2031 @ $0.04 – 3 Holders
Holders with more than 20%
20,000,000 Unlisted Options Expiring 30 May 2031 @ $0.04 – 3 Holders
Holders with more than 20%
20,000,000 Unlisted Options Expiring 30 May 2031 @ $0.04 – 3 Holders
Holders with more than 20%
Holder Name
Holding % IC
Mr Christopher Swiegers Clark
Mr Paul Williamson
Mr David Graham Morton
10,000,000
50.00%
5,000,000
25.00%
5,000,000
25.00%
4,000,000 Performance Rights 2022 Milestone 1 – 2 Holders
Holders with more than 20%
4,000,000 Performance Rights 2022 Milestone 1 – 2 Holders
Holders with more than 20%
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%
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%
4,00,000 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%
Holder Name
Holding % IC
Mr Christopher Swiegers Clark
Mr Paul Williamson
3,000,000
75.00%
1,500,000
25.00%

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RocketDNA Ltd Annual Report 2025

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

The Performance Rights 2023 Milestone 2 are now fully vested having met the milestone on 2 January 2026.

6,000,000 Performance Rights 2025 Milestone 1 - 2 Holders
Holders with more than 20%
6,000,000 Performance Rights 2025 Milestone 1 - 2 Holders
Holders with more than 20%
6,000,000 Performance Rights 2025 Milestone 1 - 2 Holders
Holders with more than 20%
Holder Name
Holding % IC
Mr Christopher Swiegers Clark
Mr Paul Williamson
4,000,000
66.67%
2,000,000
33.33%

The Performance Rights 2025 Milestone 1 are now fully vested having met the milestone on 8 January 2026.

6,000,000 Performance Rights 2025 Milestone 2 – 2 Holders
Holders with more than 20%
6,000,000 Performance Rights 2025 Milestone 2 – 2 Holders
Holders with more than 20%
6,000,000 Performance Rights 2025 Milestone 2 – 2 Holders
Holders with more than 20%
Holder Name
Holding % IC
Mr Christopher Swiegers Clark
Mr Paul Williamson
4,000,000
66.67%
2,000,000
33.33%
3,000,000 Performance Rights 2025 Milestone 3 – 2 Holders
Holders with more than 20%
Holder Name
Holding % IC
Mr Christopher Swiegers Clark
Mr Paul Williamson
2,000,000
66.67%
1,000,000
33.33%

The milestones applicable to the Performance Rights are detailed on page 74 of this Annual Report.

Page 89

RocketDNA Ltd Annual Report 2025

The following unquoted securities were issued under the Company’s employee incentive plan.

5,500,000 Unlisted Options Expiring 22 May 2028 @ $0.01 5 Holders
500,000 Unlisted Options Expiring 3 June 2028 @ $0.016 1 Holder
1,000,000 Unlisted Options Expiring 1 July 2028 @ $0.012 1 Holder
2,000,000 Unlisted Options Expiring 1 July 2028 @ $0.02 2 Holders
1,000,000 Unlisted Options Expiring 1 December 2028 @ $0.019 1 Holder
1,000,000 Unlisted Options Expiring 1 January 2029 @ $0.016 1 Holder
4,500,000 Performance Rights 3 Holders
The Performance Rihts are subject to time-vestin eriods and the emloee remainin emloed within the Grou

The Performance Rights are subject to time-vesting periods and the employee remaining employed within the Group.

On-Market Buy Back

There is currently no on-market buyback program.

Page 90

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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