WEEBIT NANO LTD - Annual Report 2025

Appendix 4E - Preliminary Financial Report for the year ended 30 June 2025

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Weebit Nano Limited ACN: 146 455 576

Details of the reporting period and previous reporting period

This preliminary financial report under ASX listing rule 4.3A covers Weebit Nano Limited and its controlled entities (“the Group”) and is based on the audited Financial Report.

Results for announcement to the market

Results for announcement to the market	Results for announcement to the market	Results for announcement to the market	Results for announcement to the market

Revenue from ordinary activities 30 June 2025 $4,409,329 30 June 2024 $1,017,788 Loss from ordinary activities after tax attributable to members down $2,860,482 (7%) to $38,384,759
Dividends	Amount per security		Franked amount per security
Final dividend	NIL		N/A
Interim dividend	NIL		N/A
Record datefordetermining entitlements to the dividend		N/A

Net tangible assets per security with the comparative figure for the previous

corresponding period

corresponding period
	30 June 2025	30 June 2024
Net tangible asset backing pershare	43.041cents	32.530 cents

Details of entities over which control has been gained or lost during the year

There were no entities over which control has been gained or lost during the year.

Dividend paid or reinvested.

No dividends have been declared or are payable for the year ended 30 June 2025.

Dividend reinvestment plan

No dividend or distribution reinvestment plan was in operation during the year ended 30 June 2025.

Accounting standard for foreign entities

The accounts of foreign entities within the Group have been prepared in accordance with International Financial Reporting Standards.

A commentary on the results and additional disclosure information required under listing rule 4.3a is disclosed within the Directors’ Report within the audited full year report for the 2025 financial year.

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ANNUAL REPORT 2025

Weebit NaNo Limited ACN: 146 455 576

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Weebit oVeRVieW: LeadiNG VeNdoR oF ReRam iP

Advanced Non-Volatile Memory (NVM) Now Entering Production

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Founded: 2015

Located: Israel & France 50 personnel (90% engineers/ scientists; 13 PhDs)

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Multiple commercial deals

Including tier-1 IDM onsemi; ongoing discussions/evaluations with >20 foundries/IDMs/product companies

Business model

IP licensing to semiconductor companies & fabs

Fast-growing markets

Edge AI, automotive, microcontrollers, power management/analog ICs…

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R&D partner

CEA-Leti, a leading microelectronics research institute

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Proven, protected technology

Fully qualified per JEDEC and AEC-Q100; available for chip designers; 80+ patents/applications

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Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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FY25 Highlights 02 The Weebit ReRAM Advantage 04 Embedded Flash Memory Is Reaching Its Limits 06 Weebit Nano ReRAM: The Next NVM Is Here! 07 Chairman’s Report 08 CEO’s Report 10 Review of Operations 12 Directors’ Report 16 Operating and Financial Review 21 Remuneration Report (Audited) 27 Auditor’s Independence Declaration 47 Financial Statements 48 Consolidated Statement of Profit or Loss and Other Comprehensive Income 48 Consolidated Statement of Financial Position 49 Consolidated Statement of Changes in Equity 50 Consolidated Statement of Cash Flows 51 Notes to the Financial Statements 52 Consolidated Entity Disclosure Statement 77 Directors’ Declaration 78 Independent Auditor’s Report 79 Additional Information 83 Corporate Directory 86

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This Annual Report covers Weebit Nano Limited (“Weebit” or the “Company”) and its subsidiaries (collectively referred to as the “Group”)

The financial report is presented in Australian dollars (AUD)

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Weebit is a company limited by shares, incorporated and domiciled in Australia Its registered office and principal place of business is:

Weebit Nano Limited

C/- MUFG Corporate Governance Pty Ltd (formerly Company Matters Pty Ltd) Level 12, 680 George Street Sydney NSW 2000

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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02
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FY25 HIGHLIGHTS

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03
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NOV 2024
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MAR 2025
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Closed A$50M placement at a 6.5% premium to the 5‑day VWAP

Collaborating with EMASS to demo advantages of ReRAM for edge AI

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DEC 2024
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Licensed ReRAM to onsemi for its advanced Treo™ platform

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MAY 2025
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First demo of Weebit ReRAM module in DB HiTek’s 130nm BCD process

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MAR 2025
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JUL 2025
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Signed design license agreement with first product customer

Completed AEC-Q100 150°C operation qualification

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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THE WEEBIT RERAM ADVANTAGE

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150°C
Reliable at high
temperatures
9 Demonstrated endurance
~350×
at up to 175°C
Better radiation 9 Automotive and
industrial applications
tolerance vs
e‑flash
9 Also tolerant to EMI
(Electro-magnetic
Interference)
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Digitisation and AI are driving demand for faster, more efficient memory technology. ReRAM is emerging as the leading technology to replace embedded flash in next-generation intelligent devices and applications.

temperatures and in harsh conditions), and the ability to scale to the advanced process nodes required for AI. These capabilities confirm the suitability of Weebit ReRAM for a broad range of uses, including IoT and battery-operated devices, long-lifetime automotive and industrial applications, and AI.

ReRAM is an ideal successor to today’s embedded Non-Volatile Memory (NVM) solutions, outperforming embedded flash and other emerging NVM technologies on key metrics including cost, power consumption, endurance, and access time. Weebit’s highly scalable ReRAM is one of just three qualified ReRAM technologies in the market today. It offers ultra-low power, excellent endurance and retention (even at high

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9 Also tolerant to EMI
(Electro-magnetic
Interference)
~100×
More energy efficient
Faster programming
vs e‑flash
time vs e‑flash
9 Low voltage, low currents
9 Zero standby power ~100× 9 Bit/byte addressable
53%
Less mineral and metal
resource use vs MRAM
<28nm
9 Greener technology
9 No rare earth materials Scales to process far below
limits of e‑flash
9 Demonstrated at 28nm
Better endurance and 22nm
vs e‑flash 9 Scaling to smaller geometries
100× 9 10 [5] -10 [6] P/E cycles 3 to 4×
Lower added wafer
cost vs e‑flash
9 2-mask adder
9 Standard materials
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Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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EMBEDDED FLASH MEMORY IS REACHING ITS LIMITS

While embedded flash has been in use for several decades, it has limitations scaling to the more advanced process nodes in use today and is not commercially viable below 28nm. Flash also has significant limitations in terms of speed, power, cost and endurance – all of which are key concerns for many next-generation applications. To replace embedded flash, the industry requires an NVM

technology that can be easily and cost-effectively manufactured at the most advanced process geometries, enabling the cost and power benefits of continued scaling while meeting ever-increasing performance requirements. ReRAM addresses these requirements and is increasingly recognised as the emerging successor to flash technology.

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1x nm
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DEAD
END
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22 nm
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28 nm
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WEEBIT NANO RERAM: THE NEXT NVM IS HERE!

The industry needs a new Non-Volatile Memory solution

Lower power, lower cost, faster, reliable in extreme conditions

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Weebit ReRAM has unique advantages

Well positioned to replace flash in various markets

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Strong tech progress

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Demonstrated robustness of technology at 150°C lifetime operation, 100K endurance cycles, and 175°C retention

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07
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Board & management team have

e‑flash

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ReRAM

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Extensive semiconductor commercialisation experience

Multiple customer engagements underway

Negotiations and technical evaluations with >20 foundries, IDMs, and product companies

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Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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CHaiRmaN’S RePoRt

Dear fellow shareholders,

On behalf of the Board of Directors of Weebit Nano Limited, I’m proud to present the Company’s Annual Report for the year ending 30 June 2025 (FY25)

Weebit Nano continued to lay the foundations for long-term growth in FY25, licensing its embedded ReRAM to Tier-1 Integrated Device Manufacturer (IDM) onsemi, progressing towards qualification at leading foundry DB HiTek, qualifying its technology to automotive AEC-Q100 standards, and growing annual revenues more than four times to $4 4 million

Importantly, the team remains well positioned to achieve the targets outlined at last year’s AGM – signing agreements with three product companies and three fabs by the end of calendar year 2025, as well as completing our qualification at DB HiTek Demand for faster, lower power and better performing Non-Volatile Memory (NVM) technology is being fuelled by AI, automotive and advanced consumer electronics ReRAM is becoming the NVM of choice for AI applications, offering a fast, cost-effective, scalable and secure memory solution

Globally, Weebit is the only independent provider of qualified ReRAM and one of just three companies with qualified ReRAM technology in the market The other two companies are foundries TSMC and UMC, who are unlikely to offer their differentiating IP to competitors At the same time, growing demand from product companies increases the urgency for other foundries to add Weebit ReRAM to their IP portfolios We are in a strong position to address this demand with a world-class team focused solely on ReRAM, supported by ongoing investment in technology improvement

Across the global semiconductor industry, we’re seeing significant investments from governments and corporations to bolster sovereign manufacturing capabilities In the US alone, more than US$480 billion in semiconductor-related investments have been announced in 2024/2025 This includes commitments from companies including Apple, Nvidia, Samsung, Texas Instruments, TSMC and others

Weebit operates a capital-light IP licensing business model – a common and well-established business model in the semiconductor industry used by companies such as Arm, Synopsys, Cadence, eMemory and Ceva

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While revenues will continue to steadily grow from licensing agreements as we sign additional foundries, IDMs and product companies, the real step change occurs when we start generating royalties from product revenues, creating a hockey stick effect

This year marks a decade since Weebit was established, and I’m incredibly proud of what we’ve achieved in a relatively short time by industry standards We’ve developed and commercialised early-stage research-level technology into an advanced, production-ready technology leading the race to replace embedded flash in next-generation applications And we have set up a world-class team to support it

Our success so far would not have been possible without the support of our long-term technical partner, CEA-Leti On behalf of the Board, I’d like to thank CEA-Leti as well as commercial partners DB HiTek, onsemi and SkyWater for their collaboration and support We look forward to our continued co-operation over the coming year, while also broadening our commercial partnerships to include new foundries, IDMs and product companies

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Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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In FY25, we further strengthened the Board’s corporate governance credentials, welcoming Anne Templeman-Jones as an independent Australian Non-Executive Director Anne is a highly regarded banking executive and Board director with experience advising ASX50 and ASX100 companies such as Commonwealth Bank of Australia and Worley Limited Anne has been instrumental in ensuring we have the right infrastructure in place to support our transition to a more mature business

This transition has also seen us publish our inaugural ESG report, extending our leadership beyond technology innovation to include more ethical and sustainable practices Our embedded ReRAM does not use rare earth materials and

is already more sustainable than existing NVM technologies, consuming significantly less power and improving manufacturing efficiency

Finally, I’d like to acknowledge our highly engaged shareholders for your continued support FY26 is shaping up to be our best year yet, with improved availability of our embedded ReRAM, additional licensing agreements and growing revenues, delivering value for shareholders, partners and customers

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David (Dadi) Perlmutter Chairman, Weebit Nano

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Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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Ceo’S RePoRt

Dear shareholders,

FY25 was a critical year for Weebit Nano as we accelerated commercialisation within an industry primed for mainstream ReRAM IP adoption As the market’s only independent provider of qualified ReRAM, we are well-positioned to take share as the industry shifts to replace embedded flash memory in next-generation devices

Our commercialisation progress over the year delivered strong revenue growth, more than 4X over the prior corresponding period to a record $4 4 million, underpinned by IP licensing and Non-Recurring Engineering (NRE) payments We expect this momentum to continue into the new fiscal year, as we secure new IP licensing agreements and meet key milestones for existing customers

Weebit Nano’s licensing agreement with tier-1 Integrated Device Manufacturer (IDM) onsemi was the standout achievement in FY25 Manufacturing its own products, onsemi commercialises in intelligent power and sensing solutions for the automotive and industrial markets – sectors where our embedded ReRAM has competitive advantages over other emerging Non-Volatile Memory (NVM) technologies

NASDAQ-100 onsemi is Weebit’s largest customer to date, and our first agreement with an IDM – fast-tracking the use of our ReRAM IP in next-generation products and providing a pathway to royalty revenues Our ReRAM IP will be integrated into onsemi’s 65nm Treo platform with tape-out of first test chips expected this calendar year, ahead of qualification

Our agreement with onsemi is a catalyst for future growth, increasing the urgency for other partners and customers to offer and integrate our embedded ReRAM technology It is assisting our licensing discussions with more than 20 leading foundries, IDMs, and product companies, with many of these now having progressed from initial technical evaluation to commercial discussions

While new licensing agreements take time to mature, we are well-positioned to deliver on our commercial targets outlined at last year’s AGM – securing new agreements with three product companies and three foundries before the end of 2025 My confidence in our ability to deliver on these targets was highlighted by the unusual practice of my 2025 equity remuneration being entirely contingent on the achievement of these milestones

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At the same time, our ReRAM will be qualified at leading foundry DB HiTek before the end of 2025 which will provide hundreds of product companies with access to our NVM technology DB HiTek’s customers will be able to integrate Weebit ReRAM IP in its 130nm Bipolar-CMOS-DMOS (BCD) process, ideal for next-generation automotive, AI, microcontroller and power management applications In fact, we are already in discussions with several early adopter customers, to which the integration of our ReRAM module into DB HiTek’s BCD process will allow intelligent and unique products

DB HiTek is already showcasing the advantages of integrating Weebit ReRAM on-chip to potential customers with an edge AI demonstration at Europe’s largest power semiconductor conference, PCIM The live demonstration was built on a DB HiTek 1Mb test chip embedded with Weebit ReRAM

To support customers’ technical evaluations, we continue to demonstrate the suitability of our embedded ReRAM at higher temperatures and endurance levels During the year, we qualified our technology to AEC-Q100 standards from the Automotive Electronics Council (AEC) and demonstrated retention at 175°C for automotive Grade-0 operation under the harshest environmental conditions

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Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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Qualification to AEC-Q100 standards is

and ending FY25 with a cash balance of more than A$62 million Our strengthened balance sheet of A$88 million at the end of the fiscal year enables a step-up in commercial activities as well as ongoing investment in technology development

essential for NVM to be integrated in automotive microcontrollers and other components, requiring 150°C lifetime operation for up to 100K endurance cycles We’re also continuing to improve the performance and cost-effectiveness of our ReRAM

It is a privilege to lead Weebit Nano’s world-class team, and we continue to benefit from their hundreds of collective years of semiconductor and NVM experience Our ability to attract talent within the highly competitive semiconductor industry is a testament to Weebit’s reputation in the market, the quality of our ReRAM technology, and significant growth runway I’d like to take this opportunity to acknowledge the hard work and dedication of the entire Weebit team over the past year, and I look forward to another exciting year as we increase the commercial availability of our embedded ReRAM

While the broader industry recognises the genuine need for faster, more energy efficient memory technology, we’re seeing the strongest customer demand from AI, automotive and power management applications These domains are at the forefront of innovation and have some of the most stringent memory and environmental requirements Weebit ReRAM is a strong candidate for these domains, particularly AI, where our non-volatile technology can be embedded in the same die with AI compute, and can store a large number of coefficients This is called “near-memory compute” and is a step towards “in-memory compute” or neuromorphic computing

Thank you to our loyal shareholders for being on the journey with us over the past year I do not take your support for granted, and we remain focused on achieving our commercial and technical targets

In FY25, we prepared the business for our next growth phase – establishing processes and procedures to support multiple customer projects We appointed Lilach Zinger to lead Weebit’s fab projects as Vice President Customer Success, leveraging her extensive experience running operations at Tower Semiconductor’s Fab1

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Coby Hanoch CEO, Weebit Nano

We are well-funded to support the commercial rollout of our ReRAM, following a successful A$50 million capital raise in November 2024,

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Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

ReVieW oF oPeRatioNS

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overview

Weebit Nano is a leading developer of advanced semiconductor memory technology Its Resistive RAM (ReRAM) technology addresses the growing need for significantly higher performance and lower power non-volatile memory (NVM) solutions in a range of new electronic products and devices being used in AI, Internet of Things (IoT) and wearable devices, automotive, industrial automation, robotics, neuromorphic computing, and many others Weebit’s ReRAM is significantly faster, less expensive, more reliable and more energy efficient than existing flash memory solutions Based on fab-friendly materials, Weebit’s ReRAM technology can be easily integrated with existing flows and processes without the need for special equipment or large investments

The Company, with its French R&D subsidiary, has a collaboration agreement with leading French microelectronics research institute, CEA-Leti, for the development and commercialisation of advanced ReRAM technology based on fab-friendly materials This team of highly skilled scientists, working in a world-class facility, are constantly improving the technology, making it more efficient and competitive

Weebit Nano made significant commercialisation progress during FY25, securing its first licensing deal with a Tier-1 Integrated Device Manufacturer (IDM), more than quadrupling its revenues,

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advancing towards qualification at leading foundry DB HiTek, and successfully qualifying its embedded technology to automotive AEC-Q100 standards The Company is leveraging its strong balance sheet to further improve the technical parameters of its ReRAM, broadening the suitability of its embedded memory technology for more next-generation applications

Licensed ReRam to tier-1 idm onsemi

Weebit Nano licensed its ReRAM technology to tier-1 semiconductor supplier onsemi, with tape-out (release to manufacturing) of the first test chips expected this calendar year As an integrated device manufacturer (IDM), NASDAQ-100 onsemi manufactures products for its own use as well as for a few, select product companies

Following tape-out and qualification, Weebit ReRAM IP will be available in onsemi’s Treo[™] platform – a Bipolar CMOS, DMOS (BCD) process – providing a cost-effective, low-power NVM suitable for use in high temperature applications

Licensing agreements with IDMs expedite the timeline to mass production, resulting in quicker royalty generation for Weebit Under the agreement, Weebit will receive revenues from licensing, non-recurring engineering (NRE) fees, support and royalties based on production volumes

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Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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Progressing towards qualification at db Hitek

In FY25, Weebit Nano progressed towards qualification of its ReRAM technology for mass production at leading semiconductor foundry DB HiTek Fully functional demo chips embedded with Weebit ReRAM are already being produced at DB HiTek, and demonstrated at industry conferences

Once qualified, Weebit’s non-volatile memory IP will be available in DB HiTek’s 130nm BCD process – which has broad applicability across consumer, industrial, and IoT applications DB HiTek’s customer base, which includes blue-chip technology companies, will then be able to design Weebit ReRAM into their chips Weebit is on track to complete qualification before the end of the 2025 calendar year

Revenues quadruple

Weebit Nano more than quadrupled its annual revenue in FY25 with IP licensing and NRE payments totalling $4 4 million Weebit’s IP business model generates revenue from foundries, IDMs, and product companies via licensing fees for design and manufacture; engineering fees for design and process support; and royalties per product revenues Royalties are payable once customers begin shipping end products

Revenues are expected to grow over the coming year as licensing and NRE payments gradually increase from existing customers New agreements with other foundries, IDMs, and product companies will also support revenue growth as milestones are met

automotive qualification

Weebit Nano continues to demonstrate the suitability of its embedded ReRAM for industrial and automotive applications, qualifying its technology to AEC-Q100 standards This is the standard automotive stress test qualification for integrated circuits (ICs) from the Automotive Electronics Council (AEC), and a key requirement for non-volatile memory to be designed into automotive microcontrollers and other components

The Weebit ReRAM module demonstrated stability in extended automotive conditions of 150 degrees Celsius lifetime operation for up to 100K endurance cycles This achievement builds on previous automotive grade-1 qualification at 125 degrees Celsius, and highlights the quality, reliability and robustness of Weebit ReRAM The Company has also demonstrated retention at 175 degrees Celsius for automotive Grade-0 operation under the harshest environmental conditions

Weebit ReRAM is ideal for applications requiring high temperature and endurance levels, offering a cost-effective and power-efficient NVM that is easy to integrate and tolerant to radiation and electromagnetic fields

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Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

REVIEW OF OPERATIONS CONTINUED

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Live demonstration of ReRam and edge ai

Weebit Nano collaborated with ASX-listed Nanoveu’s Embedded AI Systems Pte Ltd (EMASS) to demonstrate the advantages of its ReRAM for edge AI applications Weebit demonstrated its ReRAM alongside EMASS’ ultra-low power 22nm AI system-on-chip (SoC), creating a solution that addresses demand for efficient, high-performance, and sustainable edge AI computing

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Negotiations are typically complex and lengthy, particularly as many of these agreements will span decades In the case of foundries, the IP will be made available to hundreds of customers, while IDMs and product companies plan to integrate Weebit ReRAM into their next-generation products

The Company is on track to meet its targets outlined at the 2024 AGM, securing multiple new licensing agreements with foundries, IDMs and product companies

market engagement

Industry conferences and trade shows are key sales and marketing activities, building awareness of Weebit’s ReRAM technology and supporting discussions with foundries, IDMs and product companies The Company participated in multiple industry events during the year, including the IEEE International System-on-Chip Conference 2024 in Germany, Semiconductor Australia 2024, The Future of Memory and Storage (FMS) 2024 in the USA, CSIA-ICCAD 2024 in China, the Consumer Electronics Show (CES) 2025 in the USA, Embedded World 2025 in Germany, the IEEE International Memory Workshop 2025 in the USA, ChipEx 2025 in Israel, the GSA European Executive Forum 2025 in Germany, CEA-List Tech Days 2025 in France, and Leti Innovation Days in France, as well as other industry conferences and partner events

Patents

A live demonstration of the integrated technologies – a gesture recognition application – was showcased at the Embedded World Conference & Exhibition in Germany in March The Company showcased a similar demonstration of the EMASS SoC working with a DB HiTek demo chip embedded with Weebit ReRAM at PCIM, Europe’s largest power semiconductor exhibition, in May

Customer engagement

ReRAM has emerged as the leading technology to replace embedded flash in next-generation devices As the only independent provider of qualified ReRAM globally, Weebit Nano is well-positioned to address demand for faster, more efficient NVM

Weebit Nano is in various stages of technical evaluations and commercial negotiations with more than 20 leading foundries, IDMs, and product companies

Weebit Nano enhanced its intellectual property in FY25, adding 16 granted patents to its IP portfolio The new ReRAM-related patents include inventions across programming circuits, manufacturing parameters, design techniques, smart algorithms, back-end-of-line (BEOL) selector architecture, interfacing and device physics Weebit’s intellectual property portfolio now comprises more than 80 patents and patent applications

Raised $50 million at a premium

Weebit Nano significantly strengthened its balance sheet in FY25, raising A$50 million via a strongly supported Placement to new and existing institutional investors at an issue price of $3 00 per share – a 6 5% premium to the 5-day VWAP Funds are being used to scale Weebit’s commercialisation activities as part of new customer and partner engagements, as well as continued R&D investment

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

board & executive changes

Weebit Nano enhanced the Board’s corporate governance expertise in FY25, appointing Ms Anne Templeman-Jones as an independent Non-Executive Director Ms Templeman-Jones is a highly credentialled banking executive and experienced board member with a career spanning 35 years Previous Board roles include Commonwealth Bank of Australia Limited, Blackmores Limited, Worley Limited, and GUD Holdings Limited Ms Templeman-Jones is currently a Director on several Boards

In August 2024, Executive Director Mr Yoav Nissan-Cohen transitioned to an independent Non-Executive Director role, reflecting the maturing of the Company’s leadership team over the past six years

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Scaling infrastructure for growth

To support the Company through its next growth phase, Weebit Nano has established and implemented comprehensive corporate governance procedures These include a clear Business Continuity Plan (BCP) and Disaster Recovery Plan (DRP) Weebit successfully adopted its new BCP during the ongoing situation in the Middle East, ensuring continuity and reducing the risk of milestone delays In addition, Weebit has created a Customer Success (CS) division, and a Project Management Office (PMO) The CS team, headed by Lilach Zinger, together with the Company’s PMO, are building the infrastructure and procedures to enable supporting multiple fabs and product companies – automating processes where possible

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Weebit Nano also bolstered its executive team, appointing Lilach Zinger to Vice President, Customer Success to lead the Company’s fab projects Lilach was previously VP Operations – Fab1 Manager at Tower Semiconductor

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Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

DIRECTORS’ REPORT

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Your Directors present their report on Weebit Nano Limited (“Weebit”) and its subsidiaries (“the Group”) for the year ended 30 June 2025.

Board of Directors

David ‘Dadi’ Perlmutter Chairman (Appointed 01/08/2016)

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Experience and Expertise

Dadi is focused on investment in growing technology companies in Israel and Silicon Valley. He chairs Teramount (a privately owned company) and the Technion– Israel Institute of Technology, sits on the Board of various startups and various non‑profit organisations. He also chairs an Israeli Government committee chartered to define policies to increase high‑tech jobs in Israel.

Jacob ‘Coby’ Hanoch

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Managing Director and CEO (Appointed 01/10/2017)

Experience and Expertise

Coby has 15 years’ experience in engineering and engineering management and 30 years’ experience in sales management and executive roles. Coby was Vice President Worldwide Sales at Verisity where he was part of the founding team and grew the Company to over US$100 million in annual sales which facilitated its acquisition by Cadence Design Systems (NASDAQ: CDNS).

Dadi served as Executive Vice President and General Manager of the Intel Architecture Group (IAG) and Chief Product Officer of Intel Corporation until early 2014. He was responsible for the business and development of Intel’s platform solutions for all computing and communication segments including data centres, desktops, laptops, handhelds, embedded devices, and computer electronics. During his tenure he grew the business from US$35 billion in 2008 to more than US$50 billion in 2013, managed 35,000 people globally, and made investments and acquisitions exceeding US$2.5 billion.

Other Current Directorships of Listed Companies Massivit 3D (TASE: MSVT)

He was also Vice President Worldwide Sales at Jasper, doubling sales in three years before it was acquired by Cadence. As CEO of PacketLight, Coby helped steer it away from bankruptcy and redirected PacketLight to become a leader in its space. Coby founded a consulting company, EDAcon Partners, which helps startups define their corporate strategies, set up their worldwide sales channel and raise capital.

Coby holds a Bachelor of Science in Systems Design from Technion – Israel Institute of Technology.

No other current directorships of listed companies.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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Ashley Krongold

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Non‑Executive Director (Appointed 30/09/2016)

Experience and Expertise

Mr Ashley Krongold is the CEO of The Krongold Group, a third‑generation, family‑run Group of companies based in Melbourne, Australia, with businesses spanning various industries globally. Prior to Krongold Group, Ashley spent 15 years in the investment banking and accounting industries.

Dr Yoav‑Nissan Cohen

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Executive Director

(Appointed 15/02/2018, effective 1 August 2024 non‑executive director)

Experience and Expertise

Dr Yoav Nissan‑Cohen’s career covers over 40 years of scientific research, technology development and executive management in the high‑tech industry.

Yoav received his PhD in Applied Physics with a focus on semiconductor device physics under the supervision of Professor Dov Frohman, the inventor of the first non‑volatile memory technology.

He was a founding member of Investec Bank Australia and worked at William Buck Chartered Accountants, ANZ Corporate Finance (London) and ANZ Private Bank (Australia). Ashley is a founding partner of OurCrowd, one of the world’s leading global venture investing platforms. He is also a founding partner and major shareholder of various technology companies spanning the sectors of nanotech, medtech, fintech and renewable energy.

No other current directorships of listed companies.

He then established Tower Semiconductor, a Nasdaq‑listed, global specialty semiconductor foundry leader with a market cap of US$5 billion, where he served as CEO for nine years. Dr Nissan‑Cohen also played a key role in establishing a non‑volatile technology startup, Saifun Semiconductor, which was subsequently sold to Spansion. After two years in the venture capital industry, he returned to his entrepreneurial origins taking up Chairman and CEO positions in Amimon until its acquisition by Videndum plc. In addition to his role as a director in Weebit, he is currently leading Teracyte, which develops a high‑throughput, rich‑data platform to enable predictive AI applications in the biotechnology and pharma industries.

No other current directorships of listed companies.

He started his illustrious career as a research scientist in GE’s R&D centre in New York where he studied the use of silicon dioxide in semiconductor memory devices.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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Dr Atiq Raza

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Non‑Executive Director

(Appointed 01/07/2019)

Experience and Expertise

Dr Atiq Raza is currently the Chairman of the board at Virsec, a next generation cybersecurity software company. He has served as Executive Chairman of the board at Validity, a biometric solutions company acquired by Synaptics and was also on the board of Seeo, a next generation Li‑ion battery company acquired by Bosch. He is also on the boards of Arteris‑IP, a Network on a Chip company; Centriqe, a fintech company, CloudDefense, a cybersecurity company; and KlearNow which is automating transcontinental logistics. He is also Chairman of the board of fintech company Peernova. Recently he joined as Executive Chairman of Minds.ai a company enabling improved operational efficiency through AI. He also joined as Executive Chairman Eridan, a company making next generation Radio Units for 5G and beyond.

Atiq served on the Stanford University School of Engineering Advisory Council for eight years until 2016.

He is an industry veteran and has been working in engineering leadership and senior management positions for the past thirty‑five years. He was Chairman and CEO of NexGen, the first company to challenge Intel in microprocessors.

NexGen became a public company and subsequently was acquired by AMD for approximately US$850 million in AMD stock. Atiq became the President and COO of AMD and served on its Board of Directors. At AMD he laid the foundation of its processor business and brought the AMD‑K6 and Athlon products to market and established the Opteron 64‑bit instruction set architecture. Prior to NexGen, Atiq held various management positions at VLSI Technology Incorporated, most notably the President of Technology Centres.

Post AMD, Atiq founded Raza Microelectronics Incorporated (RMI). RMI was acquired by NetLogic in October 2009 and Atiq served as Chief Technology Advisor to NetLogic. NetLogic in turn was acquired by Broadcom on the strength of the RMI Processor.

Atiq has been on the boards of several successful start‑ups including Mellanox (now a public company), SiByte (acquired by Broadcom for US$2.2 billion), Siara (acquired by Redback for US$4 billion), VxTel (acquired by Intel for US$500 million) and Magma (acquired by Synopsys for US$507 million). He has several degrees, including a Bachelor’s degree with honors in Physics from Punjab University, with a double bachelor’s degree in Philosophy, a Bachelor’s degree in Electrical Engineering with honours from the University of London, and a Master’s degree in Materials Science & Engineering from Stanford University.

Other Current Directorships of Listed Companies

Arteris Inc (NASDAQ: AIP)

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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Naomi Simson

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Non‑Executive Director

(Appointed 01/09/2023)

Experience and Expertise

Naomi Simson B.Comm FAICD is a respected business leader and marketing professional with more than 40 years of commercial experience. After completing her undergraduate studies at the University of Melbourne, she held various marketing roles at global companies including IBM, Apple, KPMG, and Ansett Airlines. In 1996, Naomi launched her first venture, a marketing consultancy company. Just five years later, she founded RedBalloon, a pioneering online experience marketplace in Australia. In 2017, she co‑founded the Big Red Group, an experience platform business with brands such as Adrenaline, Experience Oz, Local Agent, and Everything NZ. She is a non‑executive director of Big Red Group.

Naomi is well known as an entrepreneur, media commentator, and advocate for business owners.

She serves on several other boards, including:

Australian Payments Plus, where she is an Independent Director and Chair of both the End‑User Forum and the Reward and Talent Committee.
Colonial First State HoldCo as a Director.
Cerebral Palsy Alliance, where she has been a Governor since 2013.
University of Melbourne Business and Economics Board, among others.

Naomi also contributes to a variety of industry advisory boards, reflecting her deep commitment to business innovation, governance, and community impact.

No other current directorships of listed companies.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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Anne Templeman‑ Jones

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Non‑Executive Director

(Appointed 1 January 2025)

Experience and Expertise

Anne Templeman‑Jones is an experienced Chair and listed company director with substantial financial, operational risk, regulatory, governance and strategy experience from a number of industry sectors, including banking and financial services, engineering services in the energy sector (oil and gas, chemicals, mining and renewable energy), consumer goods, automotive and manufacturing. Ms Templeman‑Jones brings insights from exposure to sectors managing transformation on ESG in the energy sector, changing business models with consumers, operational risk, AI and cyber security.

During her 30‑year executive career, Ms Templeman‑Jones held a number of leadership positions in corporate and private banking with domestic and offshore banks including Westpac Banking Corporation, Australia and New Zealand Banking Group Ltd and Bank of Singapore.

Ms Templeman‑Jones more recently served as a Non‑Executive Director and Chair of the Audit Committee of the Commonwealth Bank of Australia Limited (2018‑2024), the former Chairman of Financial Services subsidiaries of the Bank (2016‑2018), and previously also served

on the boards of Worley Ltd, former Chairman of Blackmores Ltd, GUD Holdings Limited, the Citadel Group Ltd, Cuscal Ltd, HT&E Limited, Pioneer Credit Ltd, TAL Superannuation Fund and HBF’s private and general insurance companies.

Ms Templeman‑Jones is currently a Non‑Executive Director of MAC Copper Limited, Paladin Energy Limited, Trifork AG, the New South Wales Treasury Corporation and Australian Indigenous Minority Supplier Office Limited (trading as Supply Nation) and services on the Advisory Board for companies building data centres and delivering Generative AI platform capability.

Other Current Directorships of Listed Companies

MAC Copper Limited (ASX: MAC) – July 2024 – present
Paladin Energy Limited (ASX: PDN) – May 2025 – present
Trifork AG (NASDAQ:TRIFOR) – April 2022 – present

Last Three Years Directorships of ASX Listed Companies

Commonwealth Bank Limited (ASX: CBA) – March 2018 – October 2024
Worley Limited (ASX: WOR) November 2017 – July 2024
Blackmores Ltd (ASX: BKL) Chair: October 2020 – November 2022

Company Secretary

On 15 June 2024 the Board appointed Anna Sandham as Company Secretary. Anna is a Senior Company Secretary at MUFG Corporate Governance Pty Ltd (formerly known as Company Matters), a division of MUFG Pension & Market Services (formerly known as Link Market Services). Anna has over 25 years’ experience as a company secretary and governance professional. Anna holds a Bachelor of Economics degree (University of Sydney) and a Graduate Diploma of Applied Corporate Governance (Governance Institute of Australia). Anna is a Fellow of the Governance Institute of Australia and a Member of its Legislative Review Committee.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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Operating and Financial Review

Strategy and Future Performance

The Group’s strategy remains focused on commercialising its embedded ReRAM and securing new agreements with foundries and Integrated Device Manufacturers (IDMs) to increase availability of its technology and grow licensing and non‑recurring engineering revenues. This will also make the Group’s technology available for product companies who will be able to embed the Weebit ReRAM in their designs, resulting in license fees, potential engineering fees, and royalty revenues. In parallel, the Group will continue to deliver against its technical roadmaps to solidify its position as the market’s leading provider of ReRAM technology. Its technical roadmap includes the development of a solution for the discrete memory market, scaling to smaller geometries, and continuing to enhance its technology for performance and cost efficiency.

Future plans include expansion into the discrete NVM market as well as Neuromorphic computing.

Risks

Identifying and mitigating material business risks that could have an adverse impact on the Group’s strategy and financial performance is an important part of the Group’s corporate governance framework. This section outlines some of the material risks identified by the Group. They are not listed in any particular order.

Existing technological risks

Development challenges could significantly delay key customer milestones such as the completion of technology transfer and qualification processes, which may result in financial loss and reputational damage.

Production delays may also arise from misprocesses, bugs, design errors, or infrastructure disruptions. These have the potential to result in unplanned labour, additional costs, and commercial repercussions with customers or third‑party production facilities.

Termination of SkyWater, DB HiTek or Onsemi agreements or agreements to be entered into with major foundries and independent device manufacturers

The Group is party to technology licensing agreements with SkyWater Technology Inc., DB HiTek Co. and Onsemi Inc, Ltd (‘Fab Agreements’). The Fab Agreements contain customary termination events. Early termination of a Fab Agreement, for any reason, may mean that the Company will not realise the full value of the contracts, which may adversely affect the growth prospects, operating results and financial performance of the Company’s projects and business.

In addition, the Group is currently engaged in commercial discussions with additional foundries and Integrated Device Manufacturers (IDMs) (‘Additional Fab Agreements’), although there is no guarantee any Additional Fab Agreement will be entered into (either in the time expected or at all). The unexpected termination of one or more of the anticipated Additional Fab Agreements would adversely affect the Group’s future financial performance.

The ability to rapidly scale the Company’s business is dependent on its ability to sign new agreements with foundries and IDMs and successfully complete technology transfer and qualification. Failure to expand in this way may materially and adversely impact the Company’s ability to increase revenue, achieve economies of scale, optimise systems and expand its operations, all of which may have a negative impact on the Company’s profitability.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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Operating and Financial Review (continued)

Risks (continued)

Competition and new technologies

The industry in which the Group is involved is subject to increasing domestic and global competition, which is fast‑paced and fast‑changing. There are various companies working to develop alternative memory technologies, including the development of technologies that are based on the concept of ReRAM.

Current Non‑Volatile Memory (NVM) technologies, including Flash, OTP, and MTP, face technological barriers to meet long‑term customer requirements and demands. These barriers include the ability to reduce costs, improve power consumption and improve reliability. These NVM technologies may, however, be able to overcome these barriers and remain as the leading and customer preferred technologies.

While the Group will undertake all reasonable due diligence in its business decisions and operations, the Group has no influence or control over the activities or actions of its competitors, whose activities or actions may positively or negatively affect the operating and financial performance of the Group’s projects and business. For instance, new technologies could result in the Group’s technology not being differentiated from other similar offerings.

Business model risk

The Group’s IP licensing business model may impact its ability to achieve its business targets, as some partners and customers may prefer to develop their own intellectual property. As an emerging player, this may lead to sub‑optimal contracts due to the Company’s desire to validate the business model and strengthen market perception and investor confidence.

Sales and marketing success

The Group is seeking to commercialise its ReRAM technology. By its nature, there is no guarantee its ReRAM technology will fully address customer needs or that marketing campaigns will be successful. In the event it is not successful, the Group may encounter difficulty creating market awareness and securing new licensing agreements, adversely impact the Group’s potential profitability.

Even if the Group does successfully commercialise its ReRAM technology, there is a risk that it will not achieve an acceptable commercial return. For example, new technology may overtake the Group’s technology.

Geopolitical risks

China is a major potential market for the Group’s ReRAM technology. Ongoing geopolitical tensions between the US and China may impact the Group’s ability to realise the full potential of its technology with Chinese foundries and customers.

Currency exchange rate risk

The Group expects to derive a majority of its revenue in US dollars, whereas its current and expected costs are denominated mainly in ILS, USD, EURO and Australian Dollar. Accordingly, the Group is exposed to the risk inherent in currency exchange rate fluctuations.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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Operating and Financial Review (continued)

Risks (continued)

Situation in Israel

The Group’s Israel operations remain unaffected by military activities and attacks on Israel. The Group’s lab is operating in a protected location inclusive of a bomb shelter, uninterruptible power supply, and constant software and data backup to the server. All of the Group’s Israeli employees have home office setups in which they can work remotely if needed, most have access to a bomb shelter at home or in a nearby location in the event of an attack. In addition, the CEO has a satellite phone and uninterruptible power supply to ensure ongoing communication with the ASX, corporate secretary, lawyers, etc. even in the event of total communications failure in Israel. However, any continuance and escalation of military activities could adversely affect the Group’s Israel operations, negatively impacting its financial performance and reputation.

If the situation continues to intensify and the Group can no longer operate out of Israel, it is set up to relocate to France and continue operations from there.

Information security and cyber risks

There is a risk of unauthorised access to, or disclosure of, sensitive information as well as data loss, service outages and disruptions to production processes arising from cyber incidents.

The Group has engaged a Chief Information Security Officer (CISO) to enhance its information and systems security plan, increase cyber resilience, and ensure backup compliance.

Results

During the year, the Group signed IP licensing agreements and recognised $4.4 million of licensing and NRE revenues (2024: $1 million). The loss for the year attributable to members of the Group for the year ended 30 June 2025 amounted to $38,384,759 (2024: $41,245,241). The loss mainly reflects the research and development activities of the Group as well as marketing, business development and administration costs.

Financial Position

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

The Group reported a net loss for the period of $38,384,759 (2024: $41,245,241) and a cash outflow from operating activities of $23,120,981 (2024: $24,395,405). The Group had a net working capital surplus of $88,652,694 (2024: $60,466,315) including cash of $88,306,794 at 30 June 2025 (June 2024: $62,831,220).

Based on the Group’s working capital surplus at 30 June 2025 and in particular its cash balance of $88,306,794, the Directors are satisfied that the Group will have access to sufficient cash to fund its forecast expenditure for a period of at least twelve months from the date of signing this report. Accordingly, the Directors consider that the going concern basis of preparation is appropriate.

Financial Review

While Weebit Nano’s commercialisation progress has delivered growing annual revenues, research and development remains a key component of the Group’s activities. The loss for the year ended 30 June 2025 was $38,384,759 (FY24: $41,245,241) reflecting ongoing improvements to the Group’s technology, strengthened executive team, and marketing activities to support commercialisation.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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Operating and Financial Review (continued)

Financial Review (continued)

The loss for the year ended 30 June 2025 primarily comprised the following:

Financial statement
Line item	$	commentary
Research and	23,026,420	Research and Development costs reflect the Group accelerating
development (net)		its development and commercialisation activities, including
		technology transfer to onsemi and qualification at DB HiTek,
		as well as further strengthening its team in Israel and France.
		Weebit Nano France is entitled to receive Research and
		Development grants (tax refunds) from the French government.
		The 2023 grant totalled ~$4.5 million, was received in
		December 2024. The 2024 grant totalled ~$4.1 million,
		was received in July 2025 and was recognised in this report.
		R&D costs were reduced accordingly.
		R&D expenses include ~$6.7 million for share‑based
		compensation(2024: ~$8.1 million).
Sales and	10,678,374	Reflects the significant increase in sales, marketing
Marketing		and business development activities during the year.
		Sales and Marketing expenses include ~$6.1 million
		for share‑basedpayments(2024: ~$3 million).
General and	11,282,678	~$5.2 million was for share‑based payments
Administrative		(2024: ~$7 million)

As at 30 June 2025, the total current assets of the Group were $95,300,689 (2024: were $64,411,113) of which $88,306,794 (2024: $62,831,220) comprised cash and cash equivalents. Total assets were $96,950,928 (2024: $66,026,832).

Total liabilities, including lease liabilities, as at 30 June 2025 were $6,768,432 (2024: $4,139,493).

Total equity as at 30 June 2025 was $90,182,496 (2024: $61,887,339). The increase in equity primarily reflects the capital raise net of operating loss for the year.

Net cash used in operating activities for the financial year ended 2025 was $23,120,981 (2024: $24,395,405), mainly comprising payments to suppliers, consultants and employees, offset by cash received from customers. Net cash flows provided from financing activities for FY25 was $47,300,164 reflecting proceeds from issues of share capital (net of capital raising costs), offset by repayments of lease liabilities (2024: $164,210 mainly from options exercised net of repayments of lease liabilities).

Net cash used in investing activities for the 2025 financial year was $238,968 mainly from payments for lab and office equipment (2024: $1,026,971).

Dividends

No dividends were paid or declared during the year or in the period from the year end to the date of this report.

2025 Corporate Governance Statement

The Corporate Governance Statement outlining Weebit Nano Limited’s corporate governance framework and practices in the form of a report against the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations, 4th Edition, is available on the Weebit website at https://www.weebit‑nano.com/investors/corporate‑governance/ in accordance with ASX listing rule 4.10.3. The Directors approved the 2025 Corporate Governance Statement on 27 August 2025.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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Significant Changes in the State of Affairs

There were no significant changes in the state of affairs of the Group during the financial year.

Significant Events After the Reporting Date

On 31 July 2025, Weebit signed a design agreement with its first product customer. The customer, a U.S based company, plans to incorporate Weebit’s embedded ReRAM IP into select security‑related applications.

On 5 August 2025, Anne Templeman‑Jones was appointed Deputy Chair. In this role Anne will represent the board in Australia‑based activities with the ASX, institutions, government, etc.

Likely Developments and Expected Results

The Group is currently engaged with multiple potential customers and partners as part of its move from development to commercialisation and productisation. It expects to secure additional customer agreements in the near future.

Environmental Regulation

The Group’s operations are not subject to significant environmental regulations in the jurisdictions in which it operates.

Indemnification and Insurance of Directors, Officers and Auditor

During the financial year, the Group has paid a premium of $195,000 (2024: $224,000) excluding GST to insure the Directors and officers of the Company for a 12‑month period.

The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the officers in their capacity as officers of the Group, and any other payments arising from liabilities incurred by the officers in connection with such proceedings. This does not include such liabilities that arise from conduct involving a wilful breach of duty by the officers or the improper use by the officers of their position or of information to gain advantage for themselves or someone else or to cause detriment to the Group.

To the extent permitted by law, the Group has agreed to indemnify its auditors, Nexia Perth Audit Services Pty Ltd, as part of the terms of its audit engagement agreement against claims by third parties arising from the audit (for an unspecified amount). No payment has been made to indemnify Nexia Perth Audit Services Pty Ltd during and/or since the year ended 30 June 2025.

Directors’ Interests in Shares, Options and Performance Rights

Details of relevant interests of current Directors in the Group’s ordinary shares, options and performance rights as at the date of this report are as follows:

			restricted share rights	restricted share rights
	shares		and performance rights		Unlisted	options
	Held	Held	Held	Held	Held	Held
Director	Directly	Indirectly	Directly	Indirectly	Directly	Indirectly
David Perlmutter	915,980	1,603,750	293,750	–	3,065,000	–
Jacob Hanoch	375,045	971,455	1,096,875	–	4,965,000	–
AshleyKrongold	–	909,775	–	69,375	–	280,000
Yoav Nissan‑Cohen	–	120,625	109,375	–	553,000	160,000
AtiqRaza	28,125	384,737	69,375	–	258,750	–
Naomi Simson	39,375	–	50,625	–	–	–
Anne
Templeman‑Jones	–	–	–	–	–	–
totAL	1,358,525	3,990,342	1,620,000	69,375	8,841,750	440,000

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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Directors’ Interests in Shares, Options and Performance Rights (continued)

Meetings of Directors

The number of meetings of the Board and each Board Committee and the individual attendance by Directors at those meetings which they were eligible to attend as members during the financial year ended 30 June 2025, is summarised in the table below:

			Finance, Audit and risk	Finance, Audit and risk	strategy &	technology
	Board		committee		committee
	Eligible		Eligible		Eligible
Director	to attend	Attended	to attend	Attended	to attend	Attended
Dadi Perlmutter	10	9	7	6	4	4
CobyHanoch	9	9
AshleyKrongold	10	9	7	7
Yoav Nissan‑Cohen	10	10			4	3
AtiqRaza	10	10			4	4
Anne
Templeman‑Jones1	4	4	1	1
Naomi Simson	10	10	7	7	4	2
			Governance committee		remuneration committee
			Eligible		Eligible
Director			to attend	Attended	to attend	Attended
Dadi Perlmutter			3	3	6	6
CobyHanoch
AshleyKrongold			3	3	6	6
Yoav Nissan‑Cohen2					1	0
AtiqRaza3			3	3	5	5
Anne Templeman‑Jones
Naomi Simson4					1	1

Anne Templeman‑Jones was appointed to the Board on 1 January, 2025 and to the Finance, Audit and Risk and Governance committees on 29 April, 2025.
Yoav Nissan‑Cohen was appointed to the remuneration committee on 29 April, 2025.
Atiq Raza resigned from the remuneration committee on 29 April, 2025.
Naomi Simson was appointed to the remuneration committee on 29 April, 2025.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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REMUNERATION REPORT (AUDITED)

1. Letter from the Remuneration Committee Chairman	28
2. Key Management Personnel	30
(a) Non-Executive Director changes during FY25	30
(b) Executive KMP changes during FY25	30
3. Remuneration Governance	31
4. Executive KMP Remuneration	32
(a) Strategy	32
(b) Structure	32
(c) Remuneration packages	33
(d) Remuneration structure and operation	33
(e) Executive KMP employment contracts	35
5. Executive KMP Remuneration Outcomes in FY25	35
(a) 2025 STI outcomes	35
(b) LTI awards granted in FY25	35
(c) Remuneration received in FY25	36
6. Non-Executive KMP Fees	36
(a) Strategy and framework	36
(b) FY25 fee structure	37
(c) LTI awards granted in FY25	37
(d) Fees paid during FY25	37
7. Statutory Remuneration Disclosures	38
(a) KMP statutory remuneration tables	38
(b) Shareholdings of KMP	39
(c) Unlisted Options, Restricted Share Rights and Performance Rights holdings of KMP	39
(d) Transactions and loans with KMP	42
Additional Information	42

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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1. Letter from the Remuneration Committee Chairman

Dear shareholders,

On behalf of the Board, I present Weebit Nano’s Remuneration Report for FY25.

Weebit Nano has had another successful year as it continues to commercialise its embedded ReRAM technology, delivering strong annual revenue growth and securing a milestone licensing agreement with our largest ever customer, onsemi. We’ve also qualified our technology to Automotive Electronics Council AEC‑Q100 standards, and demonstrated retention at 175 degrees Celsius.

In addition to our technical and commercial achievements, FY25 has seen a heightened emphasis on strengthening our internal processes and procedures to support the continued growth of our business. As we mature, we are also prioritising the development of a robust remuneration framework to ensure it remains effective and aligned with our evolving needs.

FY25 Remuneration Framework

The Remuneration Report outlines the Director and Key Management Personnel (KMP) remuneration frameworks and how they support our business objectives – signing new licensing agreements with fabs, foundries and Integrated Device Manufacturers (IDMs) and design licence agreements with product companies. It aims to support the retention of Weebit Nano’s world‑class Board and executive team, rewarding our people for strong operational and financial performance, aligned to long‑term shareholder value. Coby Hanoch (Weebit’s MD & CEO) is currently the only executive recognised as KMP under our remuneration framework.

Our remuneration framework comprises three main components: market competitive fixed remuneration, a short‑term incentive (STI), and a long‑term incentive (LTI). STI is a cash‑based amount paid after the calendar year end, based on the achievement of goals set for the calendar year. LTI is an equity based allocation of Restricted Share Rights, Options or Performance Rights. This structure enables Weebit Nano to attract and retain talent within the highly competitive semiconductor industry, with remuneration tied to commercialisation progress. The Board retains discretion on all STI and LTI outcomes.

Weebit Nano’s KMP remuneration structures and payments are reported on a fiscal year basis (12 months to 30 June), however its STI schemes are based on calendar year.

FY25 LTI Offers

The MD and CEO’s FY25 LTI offer is entirely performance based, contingent on the achievement of ambitious commercial and technical targets outlined at the 2024 Annual General Meeting (AGM). These include signing new licensing agreements with three foundries and three product companies and qualifying our technology at DB HiTek before the end of the 2025 calendar year.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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Remuneration Report (Audited) (continued)

1. Letter from the Remuneration Committee Chairman (continued)

Variable Remuneration

Under our remuneration structure, executives may be issued Restricted Share Rights, Options or Performance Rights to encourage the alignment of personal and shareholder interests. Restricted Share Rights, Options and Performance Rights issued to executives may be subject to market‑based price hurdles and vesting conditions.

Non‑Executive Directors may be issued Restricted Share Rights and will have a time‑based vesting condition only, in accordance with recommendation 8.2 of the ASX Corporate Governance Principles and Recommendations (4th edition). In FY25, no Directors were granted Restricted Share Rights.

The Board is dedicated to ensuring that our remuneration outcomes are closely aligned with Weebit Nano’s performance and support ongoing progress, ultimately delivering value to our shareholders.

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Naomi simson

Chair of the Remuneration Committee

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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2. Key Management Personnel

(a) Non‑Executive Director changes during FY25

On 1 January 2025 Anne Templeman‑Jones was appointed as an independent Non‑Executive Director. As of 1 August 2024, Dr Yoav Nissan Cohen transitioned to a Non‑Executive Director role. There were no other changes to the Board in FY25.

(b) Executive KMP changes during FY25

There were no other changes in Executive KMP in FY25.

Key Management Personnel for FY25

Directors:

Mr David (Dadi) Perlmutter (Chairman)

Mr Jacob (Coby) Hanoch (MD & CEO)

Mr Ashley Krongold (Non‑Executive Director)

Dr Yoav Nissan‑Cohen (Executive Director, effective 1 August 2024 Non‑Executive Director) Dr Atiq Raza (Non‑Executive Director)

Ms Naomi Simson (Non‑Executive Director)

Ms Anne Templeman‑Jones (Non‑Executive Director, appointed 1 January 2025)

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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3. Remuneration Governance

The Group’s approach to remuneration governance and decision‑making is summarised in the diagram below.

BoArD

The Board, with advice from the Remuneration Committee, approves and oversees the implementation of the Group’s remuneration framework and policies, approves the remuneration of Non‑Executive Directors and the Chairman, and approves the remuneration of the MD & CEO and the executive team, including performance incentive targets and outcomes.

reMUNerAtioN coMMittee

Assists the Board to fulfil its duties and responsibilities relating to:

the remuneration of Non‑Executive Directors and the Chairman;
the performance and remuneration of, and incentives for, the MD & CEO and the executive team;
the remuneration framework and policies, superannuation/pension arrangements, employee share ownership schemes and performance incentive schemes;
the issue of securities to Directors or their associates under any equity‑based incentives, which should be subject to shareholder approval;
people strategies and policies, including talent retention, diversity and inclusion, culture and engagement; and
the health, safety and wellbeing strategy and performance.

Non‑committee members, including management, may attend all or part of a meeting of the Committee at the invitation of the Committee Chair.

The Committee uses a range of inputs when assessing performance and outcomes of executives. Detailed performance assessments as well as audited financial results, external remuneration benchmarking and feedback from the Remuneration Committee are also considered. The Committee and the Board review relevant information and may exercise discretion to adjust proposed remuneration outcomes.

The Committee is governed by its Charter, which is available on Weebit‑Nano’s website (www.weebit‑nano.com) under the Corporate Governance section.

MANAGeMeNt

Receive information from, and provide information to, management which may impact remuneration. The MD & CEO and the Chief Financial Officer attend Committee meetings, however they do not participate in formal decision‑making or in discussions involving their own remuneration.

eXterNAL ADVisors

The Remuneration Committee may seek the advice or services of the Group’s solicitors or other independent advisers, consultants or specialists as the Committee may require. In FY25, the Remuneration Committee received remuneration benchmarking services from Compvision (now merged into EY Israel).

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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3. Remuneration Governance (continued)

The Group’s performance relies heavily on the quality of its KMP, which currently consists of Directors only. The Group has therefore designed a remuneration policy to align Director and executive reward with business objectives and shareholder value. It has been further refined to illustrate how the Group’s remuneration policy supports and reinforces the Company’s business strategy.

We are committed to:

Providing competitive remuneration packages that meet the local country needs, while maintaining responsible expense management.
Positioning the remuneration package to both attract and retain the best talent internationally.
Motivating talent by paying fairly and appropriately for performance and value creation.
Balancing financial and non‑financial performance, aligned to business strategy and values.
Aligning the interests of our people with those of the shareholders to create sustained shareholder value.
Allowing the Group to make decisions about remuneration based on well pre‑defined criteria and outlines.

4. Executive KMP Remuneration

During the year there were two executive KMP, Executive Director Dr. Yoav Nissan Cohen (until 1 August 2024, when he transitioned to a Non‑Executive Director role),and Coby Hanoch the MD & CEO. Currently, the only executive KMP with an STI plan is the MD & CEO.

(a) Strategy

The Group’s remuneration strategy is designed to support and reinforce the Group’s business strategy. The Group strives for excellence in all aspects, including in the pursuit of quality and outstanding talent. To do so, the Group’s remuneration strategy not only relies on market competitive remuneration, but also on the values and norms of behaviour of the Group.

The Group aims to reward its executive KMP competitively and appropriately for:

Strong financial and non‑financial performance;
Creating long term shareholder value; and
Behaving in line with the Group’s core values.

(b) Structure

The Group’s remuneration structure includes three main components:

Fixed Remuneration – To attract and retain talent and reward them for their ongoing work.
Short‑Term Incentive (STI) – Rewarding our people for the performance in the short term (one year). This is a cash‑based incentive, paid after the CY end, based on the achievement of targets during the CY.
Long‑Term Incentive (LTI) – Aligns the interests of our people with shareholders to create long term (three – four years) sustained shareholder value. This is equity based (Restricted Share Rights, Options or Performance Rights).

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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4. Executive KMP Remuneration (continued)

(c) Remuneration packages

Executive KMP remuneration packages are set in line with their responsibilities and are reviewed annually against market peers (being companies from relevant market industries and segments) to ensure they remain competitive and that their skills are retained. 80% of the MD & CEO’s target remuneration package is variable and at risk. There were no increases to the MD & CEO’s and the executive KMP’s target remuneration packages in FY25.

For the year ended 30 June 2024, Executive Director Dr Yoav Nissan‑Cohen had a consulting agreement with a retainer fee of $100K per year with LTI grants as determined by the Board. In addition, he was entitled to remuneration similar to the Group’s Non‑Executive Directors. Effective 1 August 2024, Dr Yoav Nissan Cohen transitioned to a Non‑Executive Director role and his consulting agreement and remuneration were terminated. From 1 August 2024 he is only entitled to Directors fees.

The remuneration for executive KMPs is set out in section 5 of this report.

(d) Remuneration structure and operation

Executive KMP remuneration

Executive KMP remuneration currently consists of fixed and variable remuneration (comprising short‑term and long‑term incentive schemes). The Group’s performance relies heavily on the quality of its executives. The Group has therefore designed a remuneration policy to align executive reward with business objectives and shareholder value.

Fixed remuneration

Fixed remuneration
What	Cash base salary, mandatory or market practice cash benefits (car/travel etc.),
constitutes fixed	superannuation company contributions, other mandatory or market practice
remuneration?	benefits (for example, pension,social securityand education fund).
How is it set?	With reference to the responsibilities and complexities of the role, the
	executive’s knowledge,experience and skills and market benchmarks.
What is	ASX, Nasdaq and TASE companies from relevant market industries and
Weebit Nano’s	segments, and of similar order of magnitude market cap.
remuneration
benchmarking
peer Group?

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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4. Executive KMP Remuneration (continued)

Short‑term incentive (STI)

What is target	The value of the STI award if target performance levels are achieved and
sti opportunity?	behaviours are in accordance with the Group’s values and the remuneration plan.
	The onlyexecutive KMP with an STIplan is the MD & CEO.
How does the	It is calculated after the end of the calendar year by the Remuneration
sti operate?	Committee and the Board. It is measured and calculated based on calendar
	year (CY) performance.
	For CY 2024, the range was between 0% and 125% of target STI.
	Actual STI payout for CY 2024 was set at 99%.
	CY 2025 STI is based on strategic, operational, corporate governance
	and customer targets.
	In addition there are 20% based on Board discretion based of the Board
	assessment of the CEO’s overall performance.
	For CY 2025,it can range between 0% and 125% of target STI.
How sti ispaid?	In cash.
How values	For CY 2024 The targets were defined by the Board and were based
measured?	on commercial and technical metrics.
Long‑term incentive	(LTI)
How Lti	Each year the remuneration committee and the Board review the overall
is granted?	compensation compared to benchmark data. After reviewing the data they
	decide on the appropriate LTI to begranted and seek shareholder approval.
How do	The Options shall be vested and be exercisable during a four‑year period
options operate?	(Vesting Period) based on the following:
	•25% of the Options shall vest on the first anniversary of the date of issue; and
	•thereafter for a period of three years, 6.25% of the Options shall vest at the
	end of eachquarter.
How does	The Restricted Share Rights shall be vested and converted to shares during
restricted share	a four‑year period (Vesting Period) based on the following:
rights operate?	•25% shall vest on the first anniversary of the date of issue; and
	•thereafter for aperiod of threeyears,6.25% shall vest at the end of eachquarter.
How does	Performance rights were granted with a performance period commencing on
performance	8 October 2024 to 31 December 2025. Performance rights will only start vesting
rights operate?	and converting into shares once the performance conditions are met, within the
	defined performance period.
	Once a performance condition is met, the proportion of performance rights shall
	be vested and converted to shares during a four‑year period (Vesting Period)
	based on the following:
	•25% shall vest on 27 November 2025; and
	•thereafter for a period of three years, 6.25% shall vest at the end of each quarter.
	If, at the conclusion of the Performance Period, the performance conditions
	have not been satisfied, the relevant proportion of performance rights will lapse
	at that time.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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4. Executive KMP Remuneration (continued)

(e) Executive KMP employment contracts

Minimum Notice period (months)

			Minimum Notice period (months)
	Position	Contract Duration	Executive/Weebit Nano
executive KMp
Jacob Hanoch	MD & CEO	Open ended	6
Yoav Nissan‑Cohen*	Executive Director	Open ended	1

Starting 1 August 2024, Dr Yoav Nissan Cohen transitioned to a Non‑Executive Director role.

5. Executive KMP Remuneration Outcomes in FY25

(a) 2025 STI outcomes

In 2024 the only executive KMP with an STI plan was the MD & CEO. The majority of the CY24 STI targets were commercial targets related to revenue and closing commercial agreements. Other targets were technical, related to product development. The total actual STI for 2024 was 99%.

			Awarded
	calendar Year	target sti $	$	As % of target
executive KMp
Jacob Hanoch	2024	212,000	210,000*	99%

$37,000 is pending as a payment from a customer and has not yet been paid.

As mentioned above, STI schemes are based on calendar years (up to December 31).

(b) LTI awards granted in FY25

In FY25, the MD & CEO’s 2024 LTI grant was provided following shareholder approval at the Weebit Nano Annual General Meeting on 27 November 2024, and obtained under ASX Listing Rule 10.11.

Performance rights were granted with a performance period commencing on 8 October 2024 to 31 December 2025.

Performance rights will only start vesting and converting into shares once the performance conditions are met, within the defined performance period.

Once a performance condition is met, the proportion of performance rights shall be vested and converted to shares during a four‑year period (Vesting Period) based on the following:

25% shall vest on 27 November 2025; and
thereafter for a period of three years, 6.25% shall vest at the end of each quarter.

If, at the conclusion of the Performance Period, the performance conditions have not been satisfied, the relevant proportion of performance rights will lapse at that time.

The details of the performance conditions are as follows:

(a) 40% of the Performance Rights will be subject to a performance condition related to signing revenue‑generating license agreements with two new top‑tier integrated device manufacturers or foundries;

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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5. Executive KMP Remuneration Outcomes in FY25 (continued)

(b) 20% of the Performance Rights will be subject to a performance condition related to signing revenue‑generating license agreements with an additional new integrated device manufacturer or foundry (which need not be a top‑tier manufacturer);
(c) 30% of the Performance Rights will be subject to a performance condition related to signing a revenue‑generating agreement with respect to licensing of or commencing development of at least three products using Weebit ReRAM technology; and
(d) 10% of the Performance Rights will be subject to a performance condition related to qualification based on the JEDEC definition.

Performance Rights granted during FY25

		Number	Fair Value	Fair Value
	Grant Date	Granted	per right ($)	at grant date	Vesting period
current executive KMp
Jacob Hanoch	27 November	750,000	2.67	2,002,500	4 years starting
	2024				achievement of targets

(c) Remuneration received in FY25

short term Benefits

							% of
				Post			remun‑
	Salary	STI (Cash	Non‑	Employment	LTI		eration
	and Fees	payments)	Monetary	Benefits	granted	Total	consisting
	$’000	$’000	$’000	$’000	$’000	$’000	of LTI
current
executive KMp
Jacob Hanoch	621	210	–	–	2,003	2,834	71%
total	621	210	–	–	2,003	2,834	71%

6. Non‑Executive KMP Fees

(a) Strategy and framework

Fees for non‑executive KMP are not linked to the performance of the Group. However, to align Directors’ interests with shareholder interests, the Directors are encouraged to hold shares in the Company.

Non‑Executive Director fees are set based on workload, responsibilities, qualifications, experience and market benchmarks. Board and Board Committee fees are benchmarked to a peer Group, comprising the ASX, Nasdaq and TLV companies within similar industries and similar market cap. Non‑executive Directors also receive, pending AGM approval, LTI in the form of Restricted Share Rights. Board fees are not paid to the MD & CEO.

The current maximum aggregate amount of fees that can be paid to Non‑Executive Directors per year for their services (including superannuation contributions) is $1.0 million, as approved by shareholders at the Annual General Meeting held on 23 November 2023. The total fees paid (including superannuation) to Non‑Executive Directors in FY25 was $732,215.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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6. Non‑Executive KMP Fees (continued)

(b) FY25 fee structure

(b) FY25 fee structure 6. Non‑Executive KMP Fees(continued)	(b) FY25 fee structure 6. Non‑Executive KMP Fees(continued)
Board/committee chair $ Member $
Board 150,000 75,000 Remuneration Committee 25,000 15,000 Finance, Audit and Risk Committee 25,000 15,000 Governance Committee 25,000 15,000 Strategyand TechnologyCommittee 25,000 15,000
Effective from 5 August, 2025 Anne Templeman‑Jones was appointed by the Board as a Deputy Chairperson with an annual fee of $120,000. (c) LTI awards granted in FY25 In FY25, no LTI grants were provided to Non‑Executive Directors. (d) Fees paid during FY25 short term Benefits
FY25:	Fees $ Non‑ Monetary $ Post Employment Benefits $ LTI granted2 $ Total $ % of remun‑ eration consisting of LTI
David Perlmutter Ashley Krongold Atiq Raza Naomi Simson Yoav Nissan Cohen Anne Templeman‑Jones1	227,627 – – – 227,627 0%
	130,000 – – – 130,000 0%
	140,915 – – – 140,915 0%
	106,666 – – – 106,666 0%
	80,341 – – – 80,341 0%
	46,667 – – – 46,667 0%
total	732,216 – – – 732,216

Appointed on 1 January 2025.
No restricted share rights were granted to Non‑Executive Directors in FY25.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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7. Statutory Remuneration Disclosures

(a) KMP statutory remuneration tables

Remuneration of KMP

Details of the remuneration of KMP (as defined in AASB 124 Related Party Disclosures ) of the Group are set out in the following tables.

short term Benefits

						% of
			Post	Share‑		remun‑
	Salary	Non‑	Employment	Based		eration
	and Fees	Monetary	Benefits	Payments	Total	consisting
FY25:	$	$	$	$	$	of LTI
Key Management personnel David Perlmutter Jacob Hanoch1 Yoav Nissan Cohen2 Ashley Krongold Atiq Raza Naomi Simson Anne Templeman‑Jones3	227,627 831,305 80,341 130,000 140,915 106,666 46,667	– – – – – – –	– – – – – – –	978,012 2,130,346 281,942 149,956 149,956 102,231 –	1,205,639 2,961,651 362,283 279,956 290,871 208,897 46,667	81% 72% 78% 54% 52% 49% 0%
total	1,563,521	–	–	3,792,443	5,355,964

The appointment of Jacob Hanoch may be terminated by giving not less than six months’ notice.
Jacob Hanoch shall disclose to the Group any specific issues that are or might reasonably create conflict of interest.
In the event that the foregoing engagement shall raise a major conflict of interest, the Board may require employee to resign from respective companies or terminate his contract upon 60 day notice.
The appointment of Yoav Nissan Cohen may be terminated by giving not less than 1 months’ notice.
Appointed on 1 January 2025.

short term Benefits

			Post	Share‑		% of remun‑
	Salary and	Non‑	Employment	Based		eration
	Fees	Monetary	Benefits	Payments	Total	consisting
FY24:	$	$	$	$	$	of LTI
Key Management personnel
David Perlmutter	170,614	–	–	1,917,775	2,088,389	92%
Jacob Hanoch	800,782	–	–	2,528,609	3,329,391	76%
Yoav Nissan Cohen	163,320	–	–	521,111	684,431	76%
Ashley Krongold	101,667	–	–	282,227	383,894	74%
Atiq Raza	109,560	–	–	282,227	391,787	72%
Naomi Simson	77,500	–	–	159,879	237,379	67%
Mark Licciardo1	11,250	–	–	–	11,250	0%
total	1,434,693	–	–	5,691,828	7,126,521

Resigned on 27 June 2023. Accordingly, the cumulative share‑based payment was reversed.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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7. Statutory Remuneration Disclosures (continued)

(b) Shareholdings of KMP

The number of ordinary shares of Weebit held directly, indirectly or beneficially, by each Director, including their personally‑related entities, as at balance date:

FY25:

FY25:
	Held at		Held at
	1 July	Movement	30 June
KMp	2024	during year*	2025
David Perlmutter	2,288,480	231,250	2,519,730
Jacob Hanoch	1,062,125	284,375	1,346,500
Yoav Nissan Cohen	35,000	85,625	120,625
Ashley Krongold	855,400	54,375	909,775
Atiq Raza	358,487	54,375	412,862
Naomi Simson	–	39,375	39,375
total	4,599,492	749,375	5,348,867

FY24:

	Held at		Held at
	1 July	Movement	30 June
KMp	2023	during year*	2024
David Perlmutter	2,069,480	219,000	2,288,480
Jacob Hanoch	855,045	207,080	1,062,125
Yoav Nissan Cohen	–	35,000	35,000
Ashley Krongold	1,029,150	(173,750)	855,400
AtiqRaza	286,237	72,250	358,487
total	4,239,912	359,580	4,599,492

Movement during year represents Restricted Share Rights and Performance Rights converted to shares upon vesting.

(c) Unlisted Options, Restricted Share Rights and Performance Rights holdings of KMP

The number of unlisted options over ordinary shares in Weebit Nano Ltd held directly, indirectly or beneficially, by each specified Director and specified executive, including their personally‑related entities, as at the balance date is as follows:

FY25 (Unlisted Options):

				Vested and
	Held at		Held at	exercisable at
	1 July	Movement	30 June	30 June
KMp	2024	during year	2025	2025
David Perlmutter	3,065,000	–	3,065,000	2,644,687
Jacob Hanoch	4,965,000	–	4,965,000	4,388,437
Yoav Nissan Cohen	713,000	–	713,000	681,312
Ashley Krongold	280,000	–	280,000	275,000
AtiqRaza	258,750	–	258,750	253,750
total	9,281,750	–	9,281,750	8,243,186

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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7. Statutory Remuneration Disclosures (continued)

FY25 (Restricted Share Rights):

FY25 (Restricted Share Rights):
				Vested and
	Held at		Held at	exercisable at
	1 July	Movement	30 June	30 June
KMp	2025	during year	2025	2025
David Perlmutter	462,500	(200,000)	262,500	–
Jacob Hanoch	518,750	(228,125)	290,625	–
Yoav Nissan Cohen	195,000	(85,625)	109,375	–
Ashley Krongold	123,750	(54,375)	69,375	–
Naomi Simson	90,000	(39,375)	50,625	–
AtiqRaza	123,750	(54,375)	69,375	–
total	1,513,750	(661,875)	851,875	–

FY25 (Performance Rights):

FY25 (Performance Rights):
				Vested and
	Held at		Held at	exercisable at
	1 July	Movement	30 June	30 June
KMp	2024	during year	2025	2025
David Perlmutter	62,500	(31,250)	31,250	–
CobyHanoch	112,500	693,750	806,250	–
total	175,000	662,500	837,500	–

FY24 (Unlisted Options):

FY24 (Unlisted Options):
				Vested and
	Held at		Held at	exercisable at
	1 July	Movement	30 June	30 June
KMp	2023	during year	2024	2024
David Perlmutter	2,850,000	215,000	3,065,000	2,307,750
Jacob Hanoch	4,580,000	385,000	4,965,000	4,130,000
Yoav Nissan Cohen	670,000	43,000	713,000	621,250
Ashley Krongold	280,000	–	280,000	248,750
Atiq Raza	258,750	–	258,750	227,500
Naomi Simson	–	–	–	–
Mark Licciardo	–	–	–	–
total	8,638,750	643,000	9,281,750	7,535,250

For movement during the year refers to (a) Shareholdings of key management personnel .

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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Remuneration Report (Audited) (continued)

7. Statutory Remuneration Disclosures (continued)

FY24 (Restricted Share Rights):

FY24 (Restricted Share Rights):
				Vested and
	Held at		Held at	exercisable at
	1 July	Movement	30 June	30 June
KMp	2023	during year	2024	2024
David Perlmutter	300,000	162,500	462,500	–
Jacob Hanoch	300,000	218,750	518,750	–
Yoav Nissan Cohen	80,000	115,000	195,000	–
Ashley Krongold	60,000	63,750	123,750	–
Naomi Simson	–	90,000	90,000	–
Atiq Raza	76,000	47,750	123,750	–
Mark Licciardo	–	–	–	–
total	816,000	697,750	1,513,750	–

FY24 (Performance Rights):

FY24 (Performance Rights):
				Vested and
	Held at		Held at	exercisable at
	1 July	Movement	30 June	30 June
KMp	2023	during year	2024	2024
David Perlmutter	100,000	(37,500)	62,500	–
CobyHanoch	180,000	(67,500)	112,500	–
total	280,000	(105,000)	175,000	–

During the current financial year, 750,000 performance Rights were granted to MD & CEO on 27 November 2024 at the Company’s AGM.

Movement during the year represents the net of Restricted Share Rights and Performance Rights granted during the period and exercised upon vesting.

The performance rights will become exercisable and shall start vesting on the date on which the performance conditions have been achieved.

Once performance conditions are met, the performance Rights shall be vested and be exercisable during a four‑year period (Vesting Period) based on the following:

25% of the Options and Restricted Share Rights shall vest on the first anniversary of the date of issue; and
thereafter for a period of three years, 6.25% of the Options and Restricted Share Rights shall vest at the end of each quarter. Performance rights allocated to a target that will not be reached until 31 December 2025 shall lapse.

These performance Rights will expire 10 years from the date of grant. For further details refer to the table below:

table below:
					Underlying
Date of			Number		share price	Fair value
Grant	Grantee	type of grant	of Units	expiry date	$	$
27/11/2024	CEO	Performance rights	750,000	26/11/2034	2.67	2.67

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

Directors’ report CONTINUED

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Remuneration Report (Audited) (continued)

7. Statutory Remuneration Disclosures (continued)

(d) Transactions and loans with KMP

None.

Additional Information

The earnings of the Group for the five years to 30 June are summarised below:

	2025	2024	2023	2022	2021
	$	$	$	$	$
Revenue	4,409,329	1,017,788	–	–	–
Loss after income tax	38,384,759	41,245,241	39,038,124	27,696,595	11,259,240

The factors that are considered to affect total shareholders return (‘TSR’) are summarised below:

	2025	2024	2023	2022	2021
Share price at financial year‑end ($)	1.625	2.55	5.07	2.38	1.65
Lossper share (centsper share)	0.19	0.219	0.222	0.185	0.101

The information contained in this report has been audited as required by section 308(3C) of the Corporations Act 2001 .

END OF REMUNERATION REPORT

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

Directors’ report CONTINUED

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Share Options/Performance Rights

Shares under Option and Restricted Share Rights

At the date of this report there are 15,542,467 unlisted options, 7,328,293 Restricted Share Rights and 2,326,343 Performance Share Rights outstanding as summarised below:

				Number
			exercise price	of shares
Date Granted	security type	expiry Date	$	under option
24‑Dec‑18	Unlisted Options	01‑Jan‑28	1.44500	160,000
24‑Dec‑18	Unlisted Options	15‑Feb‑28	1.56500	160,000
24‑Dec‑18	Unlisted Options	16‑Oct‑28	0.84750	800,000
24‑Dec‑18	Unlisted Options	01‑Oct‑27	0.43875	1,520,000
26‑Sep‑19	Unlisted Options	14‑Aug‑29	0.4468	10,000
26‑Sep‑19	Unlisted Options	14‑Aug‑29	0.74	668,750
26‑Sep‑19	Unlisted Options	14‑Aug‑29	0.54	978,127
26‑Sep‑19	Unlisted Options	16‑Oct‑29	0.39	25,000
30‑Jul‑20	Unlisted Options	26‑Mar‑30	0.2312	42,500
30‑Jul‑20	Unlisted Options	25‑Jun‑30	0.27	15,625
13‑Sep‑20	Unlisted Options	13‑Sep‑30	0.286	496,150
17‑Sep‑20	Unlisted Options	17‑Sep‑30	0.823	2,330,000
24‑Nov‑20	Unlisted Options	24‑Nov‑30	0.286	595,379
03‑Feb‑21	Restricted Share Rights	03‑Feb‑31	Nil	0
04‑Feb‑21	Unlisted Options	04‑Feb‑31	2.82	65,625
17‑Mar‑21	Unlisted Options	17‑Mar‑31	2.82	100,000
25‑Mar‑21	Restricted Share Rights	25‑Mar‑31	Nil	0
25‑Mar‑21	Unlisted Options	25‑Mar‑31	2.63	112,500
16‑Jul‑21	Unlisted Options	03‑Jun‑31	1.90	250,000
29‑Sep‑21	Restricted Share Rights	29‑Sep‑25	Nil	3,000
27‑Jan‑22	Restricted Share Rights	27‑Jan‑26	Nil	25,000
29‑Sep‑21	Unlisted Options	29‑Sep‑31	2.68	611,250
29‑Sep‑21	Unlisted Options	25‑Oct‑31	2.82	1,500,703
29‑Sep‑21	Unlisted Options	16‑Nov‑31	2.68	2,040,000
01‑Dec‑21	Unlisted Options	01‑Dec‑31	3.04	100,000
01‑Jan‑22	Unlisted Options	01‑Jan‑32	3.04	100,000
01‑Feb‑22	Unlisted Options	01‑Feb‑32	3.27	150,000
20‑Feb‑22	Unlisted Options	20‑Feb‑32	3.27	150,000
01‑Apr‑22	Unlisted Options	01‑Apr‑32	2.96	300,000
01‑Apr‑22	Unlisted Options	01‑Apr‑32	3.27	150,000
28‑Sep‑22	Restricted Share Rights	28‑Sep‑32	Nil	250,000
01‑Jan‑23	Restricted Share Rights	01‑Jan‑33	Nil	293,909
25‑May‑23	Restricted Share Rights	25‑May‑33	Nil	225,000

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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Share Options/Performance Rights (continued)

Shares under Option and Restricted Share Rights (continued)

				Number
			exercise price	of shares
Date Granted	security type	expiry Date	$	under option
25‑May‑23	Unlisted Options	25‑May‑33	5.43	200,000
29‑May‑23	Restricted Share Rights	29‑May‑33	Nil	90,000
01‑Jul‑23	Unlisted Options	01‑Jul‑33	6.33	100,000
24‑Aug‑23	Unlisted Options	24‑Aug‑33	4.88	1,167,857
24‑Aug‑23	Restricted Share Rights	24‑Aug‑33	Nil	1,115,688
01‑Oct‑23	Restricted Share Rights	01‑Oct‑33	Nil	62,500
13‑Nov‑23	Performance Share Rights	13‑Nov‑33	Nil	87,500
20‑Nov‑23	Performance Share Rights	20‑Nov‑33	Nil	150,000
23‑Nov‑23	Unlisted Options	23‑Nov‑33	4.88	643,000
23‑Nov‑23	Restricted Share Rights	23‑Nov‑33	Nil	601,875
21‑Dec‑23	Restricted Share Rights	21‑Dec‑33	Nil	43,750
21‑Jan‑24	Restricted Share Rights	21‑Jan‑34	Nil	48,125
01‑Feb‑24	Restricted Share Rights	01‑Feb‑34	Nil	750,000
30‑Jul‑24	Restricted Share Rights	30‑Jul‑34	Nil	20,000
08‑Oct‑24	Restricted Share Rights	08‑Oct‑24	Nil	3,049,447
08‑Oct‑24	Performance Share Rights	08‑Oct‑34	Nil	1,338,843
27‑Nov‑24	Performance Share Rights	27‑Nov‑34	Nil	750,000
10‑Dec‑24	Restricted Share Rights	10‑Dec‑34	Nil	120,000
27‑Feb‑25	Restricted Share Rights	27‑Feb‑35	Nil	550,000
29‑Apr‑25	Restricted Share Rights	29‑Apr‑35	Nil	80,000

These unlisted options and performance rights do not entitle the holders to participate in any share issue of the Company or any other body corporate.

Shares Issued on the Exercise of Restricted Share Rights

During the year ended 30 June 2025, 2,833,248 ordinary shares of Weebit Nano Limited were issued on the exercise of Restricted Share Rights and performance rights.

Proceedings on Behalf of the Group

No person has applied to the Court under section 237 of the Corporations Act 2001 (Cth) for leave to bring proceedings on behalf of the Group, or intervened in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings. The Group was not a party to any such proceedings during the year.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

Directors’ report CONTINUED

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Audit Services

During the year the following fees were paid or payable for services provided by the auditor.

	consolidated	consolidated
	2025	2024
	$	$
Amounts received or due and receivable by Nexia perth:
An audit and review of the financial report of the parent
and any other entity in the Group	83,500	60,850
Other services in relation to the parent and any other entity
in the Group	17,625	8,500
Amounts received or due and receivable by BDo israel:
Audit and review of the subsidiaryWeebit Nano Ltd (Israel)*	141,467	86,131
other services
Transfer Pricingadvisory	10,669	37,404
total	253,261	192,885

The fee for BDO Israel includes the audit of statutory financial statements for Weebit Nano Limited (Israel) and Weebit Nano SARL (France), as well as the audit of the tax return for Weebit Nano Ltd (Israel).

The Directors are satisfied that the provision of non‑audit services during the financial year, by the auditor (or by another person or firm on the auditor’s behalf), is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001 .

The Directors are of the opinion that the services do not compromise the external auditor’s independence requirements of the Corporations Act 2001 for the following reasons:

all non‑audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of the auditor; and
none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board, including reviewing or auditing the auditor’s own work, acting in a management or decision‑making capacity for the Company, acting as advocate for the Company or jointly sharing economic risks and rewards.

Officers of the Company who are Former Audit Partners of Nexia

There are no officers of the Company who are former partners of Nexia Perth.

Rounding of Amounts

The Company is of a kind referred to in Corporations Instrument 2016/191 , issued by the Australian Securities and Investments Commission, relating to ‘rounding off’. Amounts in this report have been rounded off in accordance with that Corporations Instrument to the nearest thousand dollars, or in certain cases, the nearest dollar.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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Auditor’s Independence Declaration

The auditor’s independence declaration as required under section 307C of the Corporations Act 2001 for the year ended 30 June 2025 has been received and can be found on page 47.

Auditor

Nexia Perth Audit Services Pty Ltd continues in office in accordance with section 327 of the Corporations Act 2001 .

Signed in accordance with a resolution of the Directors made pursuant to Section 298(2) of the Corporations Act 2001 .

On behalf of the Directors

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David perlmutter

Chairman

Sydney 27 August 2025

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

AUDITOR’S INDEPENDENCE DECLARATION

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To the Board of Directors of Weebit Nano Limited

Auditor’s Independence Declaration under section 307C of the Corporations Act 2001

As lead auditor for the audit of the financial statements of Weebit Nano Limited for the financial year ended 30 June 2025, I declare that to the best of my knowledge and belief, there have been no contraventions of:

(a) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

(b) any applicable code of professional conduct in relation to the audit.

Yours sincerely

Nexia Perth Audit Services Pty Ltd

Justin Mulhair Director Perth, Western Australia 27 August 2025

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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FiNANciAL stAteMeNts

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

For the year ended 30 June 2025

For the year ended 30 June 2025
		consolidated	consolidated
		2025	2024
	Note	$	$
Revenue	4	4,409,329	1,017,788
Research and Development expenses (net)	7	(23,026,420)	(28,272,960)
Sales and Marketing expenses		(10,678,374)	(6,631,766)
General and Administrative expenses	7	(11,282,678)	(11,455,393)
Finance income		2,624,036	4,097,090
Loss before tax		(37,954,107)	(41,245,241)
Income tax expense	6	(430,652)	–
Loss for theyear		(38,384,759)	(41,245,241)
Other Comprehensive Income potentially
reclassified subsequently to profit or loss:
Foreign currency translation differences
for foreign operation		1,035,762	(452,241)
total comprehensive Loss for theyear		(37,348,997)	(41,697,482)
Total Comprehensive Loss attributable to:
owners of theparent entity		(37,348,997)	(41,697,482)
Basic and Diluted Lossper share	5	(0.192)	(0.219)

The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

FiNANciAL stAteMeNts

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

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As of 30 June 2025

OF FINANCIAL POSITION As of 30 June 2025
		consolidated	consolidated
		2025	2024
	Note	$	$
Assets
Current assets
Cash and cash equivalents	8	88,306,794	62,831,220
Trade and other receivables	9	6,113,979	1,022,970
Contract assets	10	879,916	556,923
total current assets		95,300,689	64,411,113
Non-current assets
Plant and equipment	11	1,157,680	1,155,778
Right‑of‑use assets		478,227	433,248
Longterm deposit		14,332	26,693
total non-current assets		1,650,239	1,615,719
totAL Assets		96,950,928	66,026,832
LiABiLities
current liabilities
Trade and other payables	12a	3,692,809	2,570,284
Employee benefits provisions	12b	2,185,770	1,134,438
Contract liabilities	13	373,693	–
Lease liability		395,723	240,076
total current liabilities		6,647,995	3,944,798
Non-current liabilities
Lease liability		120,437	194,695
total non-current liabilities		120,437	194,695
totAL LiABiLities		6,768,432	4,139,493
Net Assets		90,182,496	61,887,339
eQUitY
Share capital	14	216,620,411	168,947,893
Reserves	14	70,714,152	51,706,754
Accumulated losses		(197,152,067)	(158,767,308)
totAL eQUitY		90,182,496	61,887,339

The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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FiNANciAL stAteMeNts

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 30 June 2025

			Foreign	share-
			currency	Based
		issued	translation	payment	Accumulated	total
		capital	reserve	reserve	Losses	equity
2025	Note	$	$	$	$	$
Balance at 1 July 2024		168,947,893	(891,222)	52,597,976	(158,767,308)	61,887,339
Loss for the year		–	–	–	(38,384,759)	(38,384,759)
Other comprehensive
loss		–	1,035,762	–	–	1,035,762
total comprehensive
loss for theyear		–	1,035,762	–	(38,384,759)	(37,348,997)
transactions with
equity holders:
Contribution to capital	14	50,000,000	–	–	–	50,000,000
Capital raising costs	14	(2,327,482)	–	–	–	(2,327,482)
Share‑basedpayments	17	–	–	17,971,636	–	17,971,636
Balance at
30 June 2025		216,620,411	144,540	70,569,612	(197,152,067)	90,182,496
			Foreign	share-
			currency	Based
		issued	translation	payment	Accumulated	total
		capital	reserve	reserve	Losses	equity
2024	Note	$	$	$	$	$
Balance at 1 July 2023		168,492,222	(438,981)	34,264,321	(117,522,067)	84,795,495
Loss for the year		–	–	–	(41,245,241)	(41,245,241)
Other comprehensive
loss		–	(452,241)	–	–	(452,241)
total comprehensive
loss for theyear			(452,241)		(41,245,241)	(41,697,482)
transactions with
equity holders:
Capital raising costs	14	(34,685)	–	–	–	(34,685)
Exercise of options	14	490,356	–	–	–	490,356
Share‑basedpayments	17	–	–	18,333,655	–	18,333,655
Balance at
30 June 2024		168,947,893	(891,222)	52,597,976	(158,767,308)	61,887,339

The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

FiNANciAL stAteMeNts

CONSOLIDATED STATEMENT OF CASH FLOWS

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For the year ended 30 June 2025

FiNANciAL stAteMeNts CONSOLIDATED STATEMENT OF CASH FLOWS For the year ended 30 June 2025
		consolidated	consolidated
		2025	2024
	Note	$	$
cash flows from operating activities
Receipts from customers		4,460,029	460,865
Interest received, net		3,200,327	3,066,000
Payments to suppliers and employees		(30,781,337)	(27,922,270)
Net cash used in operating activities	8	(23,120,981)	(24,395,405)
cash flows from investing activities
Payments for Property, Plant and Equipment		(251,330)	(1,027,421)
Decrease in deposits and restricted cash		12,362	450
Net cash used in investing activities		(238,968)	(1,026,971)
cash flows from financing activities
Proceeds from issues of share capital	14	50,000,000	–
Proceeds from options exercise	14	–	490,356
Capital Raising Costs	14	(2,327,482)	(34,685)
Repayment of lease liabilities		(372,354)	(291,461)
Net cash flowsprovided from financing activities		47,300,164	164,210
Net (decrease)/increase in cash and cash equivalents		23,940,215	(25,258,166)
Foreign exchange movements on cash balances		1,535,359	131,883
Cash and cash equivalents at the beginningof theyear		62,831,220	87,957,503
cash and cash equivalents at the end of theyear	8	88,306,794	62,831,220

The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2025

Note 1: Reporting Entity

Weebit Nano Ltd (the “Company” or “Weebit Nano”) is a company domiciled in Australia. The consolidated financial statements of the Company as at and for the year ended 30 June 2025 comprise the Company and its subsidiaries (collectively referred to as the “Group”).

A description of the nature of the Group’s operations and its principal activities is included in the review of operations and activities in the Directors’ Report on page 21, which does not form part of this financial report.

Note 2: Basis of Preparation

This General Purpose Financial Report has been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001 .

The Consolidated Financial Statements and Notes of the Group comply with International Financial Reporting Standards (IFRS) and interpretations adopted by the International Accounting Standards Board (IASB).

Weebit Nano Ltd is a company limited by shares. The financial report is presented in Australian Dollars which is the Group’s reporting currency and monetary amounts are rounded to the nearest dollar (Refer Note 3 (u) on rounding of amounts).

This consolidated financial report was approved and authorised for issue by the Board of Directors on 27 August 2025.

Financial Position

Historical Cost Convention

These financial statements have been prepared on an accruals basis and under the historical cost convention.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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Note 3: Material Accounting Policies

The significant policies which have been adopted in the preparation of this financial report are:

(a) Principles of Consolidation

Subsidiaries

The consolidated financial statements incorporate the assets and liabilities of Weebit Nano Ltd and its subsidiaries at 30 June 2025 and the results of the subsidiaries for the year ended. A subsidiary is any entity controlled by Weebit Nano Ltd.

Subsidiaries are all entities (including structured 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. The financial statements of subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies. Adjustments are made to bring into line any dissimilar accounting policies that may exist.

All inter‑company balances and transactions, including unrealised profits arising from intra‑entity transactions, have been eliminated in full. Unrealised losses are eliminated unless costs cannot be recovered. Investments in subsidiaries are accounted for at cost in the individual financial statements of Weebit Nano Ltd. Subsidiaries are consolidated from the date on which control is obtained by the Group and cease to be consolidated from the date on which control is transferred out of the Group. Where there is a loss of control of a subsidiary, the consolidated financial statements include the results for part of the reporting period which Weebit Nano Ltd has control.

The acquisition of subsidiaries is accounted for using the acquisition method of accounting. The acquisition method of accounting involves recognising at acquisition date, separately from goodwill, the identifiable assets acquired, the liabilities assumed and any non‑controlling interest in the acquiree. The identifiable assets acquired and the liabilities assumed are measured at their acquisition date fair values.

(b) Revenue Recognition

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.

The Group determines revenue recognition through the following steps:

identification of the contract with a customer;
identification of the performance obligations in the contract;
determination of the transaction price;
allocation of the transaction price to the performance obligations in the contract; and
recognition of revenue when, or as, the Group satisfies a performance obligation.

The Group recognises revenue from license fees and Non‑Recurring Engineering (“NRE”) as one performance obligation. Revenue is recognised over time during the NRE Services period, using a cost‑based measure of progress.

Overall transaction price, which includes the license fees and the NRE, will be multiplied by the percentage of measure of progress.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

Notes to tHe FiNANciAL stAteMeNts CONTINUED

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Note 3: Material Accounting Policies (continued)

(c) Segment Reporting

An operating segment is a component of an entity that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity) whose operating results are regularly reviewed by the entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance and for which discrete financial information is available. This includes startup operations which are yet to earn revenues. Management will also consider other factors in determining operating segments such as the existence of a line manager and the level of segment information presented to the Board of Directors.

Operating segments have been identified based on the information provided to the chief operating decision maker – being the Board of Directors.

The Group aggregates two or more operating segments when they have similar economic characteristics, and the segments are similar in nature.

Operating segments that meet the quantitative criteria as prescribed by AASB 8 Operating Segments are reported separately. However, an operating segment that does not meet the quantitative criteria is still reported separately where information about the segment would be useful to users of the consolidated financial statements.

Information about other business activities and operating segments that are below the quantitative criteria are combined and disclosed in a separate category for “all other segments”.

(d) Income Tax

The income tax expense or benefit for the year is the tax payable on the current year’s taxable income based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements, and to unused tax losses.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantively enacted for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is made for certain temporary differences arising from the initial recognition of an asset or a liability. No deferred tax asset or liability is recognised in relation to these temporary differences if they arose in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss.

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.

Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the Company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the Group has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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Note 3: Material Accounting Policies (continued)

(e) Current and Non‑current Classification

Assets and liabilities are presented in the statement of financial position based on current and non‑current classification.

An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the consolidated entity’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 unconditional right 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.

(f) Goods and Services Tax

Revenues, expenses and assets are recognised net of the amount of goods and services tax (“GST”), except where the GST incurred on a purchase of goods and services is not recoverable from the taxation authorities, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense item as applicable, and receivables and payables in the balance sheet are shown inclusive of GST.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the Consolidated Statement of Financial Position. Cash flows are included in the Consolidated Cash Flow Statement on a gross basis and the GST component of cash flows arising from investing and financing activities, which are recoverable from, or payable to, the taxation authority, are classified as operating cash flows.

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

(g) Trade and Other Receivables

Trade and other receivables are non‑derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise when the Group provides money, goods or services directly to another party with no intention of selling the receivables. They are included in current assets, except for those with maturities greater than 12 months after the balance date which are classified as non‑current assets.

Trade and other receivables are initially recognised at fair value and subsequently carried at amortised cost using the effective interest method, less any impairment losses.

(h) Contract Assets

Contract assets are recognised when the Group has transferred goods or services to the customer but where the Group is yet to establish an unconditional right to consideration. Contract assets are treated as financial assets for impairment purposes.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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Note 3: Material Accounting Policies (continued)

(i) Property, Plant and Equipment

Plant and equipment are stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the items. Repairs and maintenance are charged to the Consolidated Statement of Profit or Loss and Other Comprehensive Income during the reporting period in which they are incurred.

Depreciation is calculated using the straight‑line method to allocate asset costs over their estimated useful lives, as follows:

•	Computer equipment	3 years
•	Software	3 years
•	Plant & equipment	5 years

Each asset’s residual value and useful life is reviewed, and adjusted if appropriate, at each balance sheet date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These are included in the Consolidated Statement of Profit or Loss and Other Comprehensive Income.

(j) Leases

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.

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.

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.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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Note 3: Material Accounting Policies (continued)

(j) Leases (continued)

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.

(k) Employee Benefits

Short‑term employee benefits

Liabilities for wages and salaries, including non‑monetary benefits, annual leave and long service leave expected to be settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled.

Other long‑term employee benefits

The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date are measured at the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.

Defined contribution superannuation expense

Contributions to defined contribution superannuation plans are expensed in the period in which they are incurred.

Provisions are recognised when the Group has a present (legal or constructive) obligation as a result of a past event, it is probable the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. If the time value of money is material, provisions are discounted using a current pre‑tax rate specific to liability. The increase in the provision resulting from the passage of time is recognised as a finance cost.

(l) Impairment of Non‑Financial Assets

Where an indicator of impairment exists, the Group makes a formal estimate of the recoverable amount. Where the carrying amount of an asset or cash generating unit exceeds its recoverable amount the asset or cash generating unit is considered impaired and is written down to its recoverable amount.

The recoverable amount of an asset or cash‑generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre‑tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets or groups of assets that generate cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash‑ generating unit” or ”CGU”). Subject to an operating segment ceiling test, for the purposes of goodwill impairment testing, CGUs to which goodwill has been allocated are aggregated so that the level at which impairment is tested reflects the lowest level at which goodwill is monitored for internal reporting purposes. Goodwill acquired in a business combination is allocated to groups of CGUs that are expected to benefit from the synergies of combination.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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Note 3: Material Accounting Policies (continued)

(m) Share‑Based Payments

The Group has provided payment to service providers and related parties in the form of share‑based compensation whereby services are rendered in exchange for shares or rights over shares (‘equity‑settled transactions’). The cost of these equity‑settled transactions is measured by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined using an appropriate option valuation model for services provided by employees or where the fair value of the goods and services received cannot be reliably estimated.

For goods and services received where the fair value can be determined reliably, the goods and services and the corresponding increase in equity are measured at that fair value. The fair value of the options granted is adjusted to reflect market vesting conditions but excludes the impact of any non‑market vesting conditions. Non‑market vesting conditions are included in assumptions about the number of options that are expected to become exercisable.

At each balance date, the Group revises its estimates of the number of options that are expected to become exercisable subject to non‑market vesting conditions.

The cost of equity‑settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance conditions are fulfilled, ending on the date on which the relevant parties become fully entitled to the award (‘vesting date’).

The cumulative expense recognised for equity‑settled transactions at each reporting date until vesting date reflects the number of awards that, in the opinion of the Directors of the Group, will ultimately vest. This opinion is formed based on the best available information at balance date. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date.

Where the terms of an equity‑settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the value of the transaction as a result of the modification, as measured at the date of modification.

(n) Cash and Cash Equivalents

Cash and cash equivalents in the statement of financial position comprise cash at bank and in hand and short‑term deposits with an original maturity of three months or less.

For the purposes of the statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.

(o) Finance Income and Expense

Finance income comprises interest income on funds invested, gains on disposal of financial assets and changes in fair value of financial assets held at fair value through profit or loss. Finance expenses comprise changes in the fair value of financial assets held at fair value through profit or loss and impairment losses on financial assets.

Interest income is recognised as it accrues in profit or loss, using the effective interest rate method.

(p) Issued Capital

Ordinary shares are classified as equity. Issued and paid up capital is recognised at the fair value of the consideration received by the Company. Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the share proceeds received.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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Note 3: Material Accounting Policies (continued)

(q) Earnings per Share

Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding 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.

(r) Trade and Other Payables

These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition.

Trade and other payables are stated at amortised cost, using the effective interest method.

(s) 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.

(t) Foreign Currency Translation

Functional and presentation currency

The functional currency of Weebit Nano Ltd (Israel) (Weebit Israel) is US dollars. The functional currency of Weebit Nano Ltd is Australian Dollars. The functional currency of Weebit France (SARL) is Euro. The presentation currency of the Group is Australian Dollars.

Transactions and balances

Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rates ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance date.

Non‑monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction. Non‑monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.

(u) Rounding of Amounts

The Company is of a kind referred to in Corporations Instrument 2016/191 , issued by the Australian Securities and Investments Commission, relating to ‘rounding‑off’. Amounts in this report have been rounded off in accordance with that Corporations Instrument to the nearest thousand dollars, or in certain cases, the nearest dollar.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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Note 3: Material Accounting Policies (continued)

(v) Research and Development Grants

Research and Development grants are recognised as and when the receipts are virtually certain and are offset against Research and Development expenses.

(w) Significant Accounting Estimates and Assumptions

Critical accounting estimates

The preparation of financial statements in conformity with Australian Accounting Standards 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 Directors evaluate estimates and judgments incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Group.

The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future events. The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting period are Share‑based payment transactions.

Share‑based payments

The Company measures the cost of equity‑settled transactions with management and other parties by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by the Board of Directors using either the Binomial or the Black‑Scholes valuation methods, taking into account the terms and conditions upon which the equity instruments were granted. The assumptions in relation to the valuation of the equity instruments are detailed in Note 17. The accounting estimates and assumptions relating to equity‑settled share‑based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact expenses and equity.

Revenue from contracts with customers

When recognising revenue in relation to contracts with customers, the key performance obligation of the Group is considered to be the time that the customer obtains control of the benefit of IP over time.

As described in Note 3(b), revenue is recognised by multiplying the overall transaction price by the percentage of measure of progress. The determination of measure of progress requires judgement.

Capitalisation of development expenditure

The Group exercises significant judgement in determining whether development expenditure meets the criteria for capitalisation as an intangible asset under AASB 138 Intangible Assets . Development costs are capitalised only when the Group can demonstrate all of the following:

Technical feasibility of completing the intangible asset so that it will be available for use or sale;
Intention to complete the intangible asset and use or sell it;
Ability to use or sell the intangible asset;
How the intangible asset will generate probable future economic benefits, including the existence of a market or, if it is to be used internally, the usefulness of the asset;
Availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
Ability to measure reliably the expenditure attributable to the intangible asset during its development.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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Note 3: Material Accounting Policies (continued)

Management applies judgement in assessing whether these criteria are met, particularly in relation to the technical feasibility and the expected future economic benefits of the asset. This includes evaluating the stage of completion of the project, the results of feasibility studies, and the projected cash flows or cost savings expected to be derived from the asset.

Costs incurred during the research phase are expensed as incurred. Only costs incurred after the development phase have been clearly defined and all capitalisation criteria are met are recognised as intangible assets. These costs include direct labour, materials, and an appropriate portion of overheads directly attributable to the development activity.

Employee benefits provisions

As discussed in Note 3k, the liability for employee benefits expected to be settled more than 12 months from the reporting date are recognised and measured at the present value of the estimated future cash flows to be made in respect of all employees at the reporting date. In determining the present value of the liability, estimates of attrition rates and pay increases through promotion and inflation have been taken into account.

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.

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.

(x) Adoption of New and Revised Accounting Standards

The following accounting standards and interpretations are applicable for the first time in the year ending 30 June 2025:

AAsB	2020‑1 And	Amendments to Australian Accounting Standards – Non‑current Liabilities
AAsB	2022‑6	with Covenants
AAsB	2022‑5	Amendments to Australian Accounting Standards – Lease Liability in a Sale
		and Leaseback
AAsB	2022‑10	Amendments to Australian Accounting Standards – Fair Value Measurement
		of Non‑Financial Assets of Not‑for‑Profit Public Sector Entities
AAsB	2023‑1	Amendments to Australian Accounting Standards – Supplier Finance
		Arrangements
AAsB	2023‑3	Amendments to Australian Accounting Standards – Disclosure of Non‑current
		Liabilities with Covenants: Tier 2
AAsB	2024‑1	Amendments to Australian Accounting Standards – Supplier Finance
		Arrangements: Tier 2 Disclosures.

The Group has reviewed the new and revised Standards and Interpretations in issue for the year ended 30 June 2025. As a result of this review the Group has determined that there is no material impact of the Standards and Interpretations in issue not yet adopted by the Group; therefore, no change is necessary to the Group’s accounting policies.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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Note 3: Material Accounting Policies (continued)

(y) New Accounting Standards Issued but not yet Effective

The following accounting standards and interpretations have been issued but are not yet effective for the financial year ending 30 June 2025:

AAsB	2023‑5	Amendments to Australian AccountingStandards – Lack of Exchangeability
AAsB	2022‑9	Amendments to Australian Accounting Standards – Insurance Contracts
		in the Public Sector
AAsB	2024‑2	Amendments Australian Accounting Standards –Classification and
		Measurement of Financial Instruments—Amendments to IFRS 9 and IFRS 7
AAsB	2024‑3	Amendments to Australian Accounting Standards – Annual Improvements
		Volume 11
AAsB	2025‑1	Amendments to Australian Accounting Standards – Contracts Referencing
		Nature‑dependent Electricity
AAsB	2025‑2	Amendments to Australian Accounting Standards – Classification and
		Measurement of Financial Instruments: Tier 2 Disclosures
AAsB	18	Presentation and Disclosure in Financial Statements
AAsB	2014‑10	Sale or Contribution of Assets between an Investor and its Associate
		or Joint Venture
		(Amendments to AASB 10 and AASB 128)

The Group has reviewed the new and revised Standards and Interpretations in issue not yet adopted for the year ended 30 June 2025. As a result of this review the Group has determined that there is no material impact of the Standards and Interpretations in issue not yet adopted by the Group; therefore, no change is necessary to the Group’s accounting policies.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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Note 4: Revenue

Note 4: Revenue
	2025	2024
	$	$
timing of revenue recognition
Services transferred over time	4,409,329	1,017,788

Geographical Information

Geographical Information
	revenue
	2025	2024
South Korea	768,754	864,529
USA	3,640,575	153,259

Note 5: Loss Per Share

Note 5: Loss Per Share
	2025	2024
	$	$
Basic and diluted loss per share	(0.192)	(0.219)
Loss used in the calculation of basic and diluted loss per share	(38,384,759)	(41,245,241)
Weighted average number of ordinary shares outstanding during
theyear used in calculation of basic lossper share	200,322,192	188,045,537
Weighted average number of ordinary shares outstanding during
theyear used in calculation of diluted lossper share	200,322,192	188,045,537

Options outstanding during the year have not been taken into account in the calculation of the weighted average number of ordinary shares as they are considered anti‑dilutive.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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Note 6: Income Tax

Note 6: Income Tax
	consolidated	consolidated
	2025	2024
	$	$
Current tax expense	430,652	–
Benefit arising from previously unrecognised tax losses for a prior
period that is used to reduce income tax	–	–
Adjustments recognised in the current year in relation to current
tax of prior years	–	–
Deferred tax expense/(income)		–
Income tax expense/(income)	430,652	–
	–	–
The prima facie income tax expense on pre‑tax accounting loss
from operations reconciles to the income tax expense as follows:
Accounting loss before income tax	(37,954,107)	(41,245,241)
Income tax benefit using the domestic corporation tax rate of 30%
(2023: 30%)	(11,386,232)	(12,373,573)
Non‑deductible expenses		–
Non‑assessable income	(2,680,120)	–
Adjustment recognized in the current year in relation to the current
tax of previous year	(596,737)	–
Effect of tax rates in foreign subsidiaries	2,177,464	1,802,398
Share‑based payments	5,391,490	5,500,097
Tax losses not recognised	7,437,524	(6,031,896)
Capital raising costs deductible	–	–
Effect of temporary differences that would be recognised directly
in equity	–	(484,444)
Unrecognised temporary differences	488,211	11,587,418
income tax expense	831,600	–
Tax losses utilised	(400,948)	–
Net income tax expense	430,652	–

Weebit Nano Ltd has unrecognised tax losses arising in Australia & Israel which are available indefinitely to offset against future profits of the Group on the condition that the tests for deductibility against future profits are met.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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Note 6: Income Tax (continued)

(a) Unrecognised Deferred Tax Assets

Deferred tax assets have not been recognised in respect of the following items:

	consolidated	consolidated
	2025	2024
	$	$
Deductible temporary differences	27,408,501	20,256,544
Unused tax losses	593,787	5,284,987
	28,002,288	25,541,531

Note 7: Expenses

General and Administrative

Note 7: Expenses General and Administrative
	consolidated	consolidated
	2025	2024
	$	$
Administration, insurance and compliance costs	496,294	524,594
Consultants and contractors	1,592,191	1,014,261
Amortisation and depreciation	396,987	231,654
Employee benefits expenses(a)	7,862,739	8,862,544
Other expenses	934,467	822,340
total	11,282,678	11,455,393

(a) Included in employee benefits expenses is $5,234,968 for share‑based compensation (2024: $7,084,822).

Research and Development

Total Research and Development (R&D) costs of $23,026,420 (2024: $28,272,960) comprise remuneration paid to staff and contractors, as well as $6,653,212 (2024: $8,170,288) in share‑based payments, software licenses expenses and costs incurred in the SkyWater and DBH qualification processes (see Note 3), and are shown net of R&D grants.

Research and Development grants are recognised as and when the receipts are virtually certain. Weebit Nano SARL (France) recognised CY 2023 and 2024 grants of ~$8.6 million during the year ended 30 June 2025 (~$1.6 million during the year ended 30 June 2024) which offsets the R&D expenses in the Consolidated Statement of Profit or Loss and Other Comprehensive Income.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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Note 8: Cash and Cash Equivalents

Note 8: Cash and Cash Equivalents
		consolidated	consolidated
		2025	2024
		$	$
Cash at Bank		10,415,089	5,883,825
Term Deposit (3 months)		77,891,705	56,947,395
total		88,306,794	62,831,220
Reconciliation of Cash
		consolidated	consolidated
		2025	2024
		$	$
Cash at the end of the financial year as shown in the consolidated
statement of cash flows is reconciled to items in the balance sheet
as follows:
Cash and cash equivalents		88,306,794	62,831,220
		88,306,794	62,831,220
Reconciliation of Cash Flows from Operating Activities
		consolidated	consolidated
		2025	2024
	Note	$	$
Reconciliation of cash flows from operations with loss
after income tax:
Loss for the year		(38,384,759)	(41,245,241)
Adjusted for non‑cash items:
Amortisation		307,041	250,954
Depreciation		249,429	125,502
Share‑based payments	17	17,971,636	18,333,655
Foreign exchange differences		(397,876)	(584,125)
changes in assets and liabilities
Increase/(Decrease) in trade creditors and accruals		2,547,550	(698,436)
Increase in other debtors		(5,414,002)	(577,714)
cash flows used in operations		(23,120,981)	(24,395,405)

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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Note 9: Trade and Other Receivables

Note 9: Trade and Other Receivables
	consolidated	consolidated
	2025	2024
	$	$
current
GST Recoverable	428,597	322,969
Research and Development grants (refer to Note 7)	4,473,756	–
Other receivables andprepayments	1,211,626	700,001
total	6,113,979	1,022,970

The above amounts do not bear interest and their carrying amounts are equivalent to their fair value.

Note 10: Contract Assets

Note 10: Contract Assets
	consolidated	consolidated
	2025	2024
	$	$
Contract assets	879,916	556,923
	879,916	556,923

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

year are set out below:
	consolidated	consolidated
	2025	2024
	$	$
Opening balance	556,923	–
Additions	322,993	556,923
closing balance	879,916	556,923

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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Note 11: Plant and Equipment

Note 11: Plant and Equipment
	consolidated	consolidated
	2025	2024
	$	$
Plant and equipment – at cost	1,726,565	1,475,234
Less: Accumulated depreciation	(568,885)	(319,456)
	1,157,680	1,155,778

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

year are set out below:
			computers
	Lab	Leasehold	and other
	equipment	improvements	equipment	total
	$	$	$	$
Balance as of 1 July 2023	99,433	28,199	126,227	253,859
Additions	953,456	–	73,965	1,027,421
Depreciation expense	(82,111)	(4,847)	(38,544)	(125,502)
Balance as of 30 June 2024	970,778	23,352	161,648	1,155,778
Additions	166,527	2,755	82,048	251,330
Depreciation expense	(185,605)	(6,018)	(57,805)	(249,428)
Balance as of 30 June 2025	951,700	20,089	185,891	1,157,680

Note 12 (a): Trade and Other Payables

Note 12 (a): Trade and Other Payables
	consolidated	consolidated
	2025	2024
	$	$
Trade payables(a)	1,671,408	1,129,274
Accrued expenses	1,486,074	950,125
Otherpayables(b)	535,327	490,885
total	3,692,809	2,570,284

(a) Trade payables are non‑interest bearing and are normally settled on 30‑day terms.

(b) Other payables are non‑trade.

Note 12 (b): Employee Benefit Provisions

Note 12 (b): Employee Benefit Provisions
	consolidated	consolidated
	2025	2024
	$	$
Employee benefitsprovisions	2,185,770	1,134,438
total	2,185,770	1,134,438

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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Note 13: Contract Liabilities

Note 13: Contract Liabilities
	consolidated	consolidated
	2025	2024
	$	$
Contract liabilities	373,693	–
	373,693	–

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

year are set out below:
	consolidated	consolidated
	2025	2024
	$	$
Opening balance	–	–
Payments received in advance	373,693	–
closing balance	373,693	–

Note 14: Issued Capital and Reserves

Issued Capital

Consolidated and Parent Entity

Issued Capital Consolidated and Parent Entity
	June	2025	June	2024
	#	$	#	$
(a) issued and paid up capital
Fully paid ordinary shares	208,416,444	216,620,411	188,916,529	168,947,893
(b) Movements in fully paid
shares on issue
Balance at the start of theyear	188,916,529	168,947,893	187,460,439	168,492,222
shares issued during the year:
Capital Raising	16,666,667	50,000,000	–	–
Capital Raising Costs	–	(2,327,482)	–	(34,685)
Unlisted options and restricted share
rights exercised	2,833,248	–	1,456,090	490,356
Balance at end ofyear	208,416,444	216,620,411	188,916,529	168,947,893

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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Note 14: Issued Capital and Reserves (continued)

Reserves

Reserves Note 14: Issued Capital and Reserves(continued)
	consolidated	consolidated
	2025	2024
	$	$
Foreign currency translation reserve	144,540	(891,222)
Share‑basedpayment reserve	70,569,612	52,597,976
	70,714,152	51,706,754

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, if any, in foreign operations.

Share‑based payment reserve

The reserve is used to record share‑based payments transactions.

Note 15: Interest in Controlled Entities

The consolidated financial statements include the financial statements of Weebit Nano Ltd and the subsidiaries listed in the following table:

		equity	%	equity	%
	country of	interest	investment	interest	investment
	incorporation	2025	2025	2024	2024
Weebit Nano Ltd (Israel)	Israel	100%	100%	100%	100%
Weebit Nano SARL (France)*	France	100%	100%	100%	100%

Held by Weebit Nano Ltd (Israel).

Note 16: Related Party Transactions

Related party compensation and Equity Interests of Key Management Personnel Information on remuneration of Directors and Key Management Personnel including details of shares and option holdings is contained in the Remuneration Report within the Directors’ Report.

No other related party transactions occurred during the year ended 30 June 2025.

In the year ended 30 June 2024, the Group paid for company secretarial services $15,040 to Acclime corporate services Australia Pty (former company secretary), a company associated with a former Non‑Executive Director Mark Licciardo. The fees were set at a rate which was an arm’s length commercial rate for corporate services.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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Note 17: Share‑Based Payments

Share‑based Payment Transactions

The Group completed the following share‑based payment transactions during the year:

						Under-
						lying
			exercise			share	Fair
			price	Vesting	expiry	price	Value
Date of Grant	Grantee	Number	$	conditions	Date	$	$
restricted stock rights (rsUs)
30/07/2024	Employees	20,000	Nil	*	30/07/2034	2.33	2.33
08/10/2024	Employees
	and advisors	2,458,126	Nil	*	08/10/2034	1.95	1.95
08/10/2024	Employees	591,321	Nil	**	08/10/2034	1.95	1.95
10/12/2024	Employees	120,000	Nil	**	10/12/2034	2.80	2.80
27/02/2025	Employees
	and advisors	490,000	Nil	*	27/02/2035	2.21	2.21
27/02/2025	Employees	60,000	Nil	**	27/02/2035	2.21	2.21
29/04/2025	Employees	80,000	Nil	*	29/04/2035	1.80	1.80
		3,819,447
performance share rights (psUs)
08/10/2024	Employees
	and advisors	1,338,843	Nil	***	08/10/2034	1.95	1.95
27/11/2024	CEO	750,000	Nil	***	27/11/2034	1.95	1.95
		2,088,843

25% shall vest upon the completion of the first 12‑month period following the grant and then 6.25% shall vest every three months thereafter.
** 25% shall vest each year, with the first tranche lock up for 12 months.
*** Performance rights were granted with a performance period commencing on 8 October 2024 to 31 December 2025. Performance rights will only start vesting and converting into shares once the performance conditions are met, within the defined performance period.
Once a performance condition is met, the proportion of performance rights shall be vested and converted to shares during a four‑year period (Vesting Period) based on the following:
25% shall vest on 27 November 2025; and
thereafter for a period of three years, 6.25% shall vest at the end of each quarter.
If, at the conclusion of the Performance Period, the performance conditions have not been satisfied, the relevant proportion of performance rights will lapse at that time.

Share‑based Payments Expenses

Share‑based Payments Expenses
	consolidated	consolidated
	2025	2024
	$	$
Research and Development Expense	6,653,212	8,170,288
Sales and Marketing Expense	6,083,456	3,078,545
General and Administrative Expense	5,234,968	7,084,822
total share-Based payments for the period	17,971,636	18,333,655

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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Note 17: Share‑Based Payments (continued)

In addition to the options, RSUs and PSUs detailed above, the options, RSUs and PSUs granted in previous years which existed and vested during the year were:

			exercise	Number of
			price	shares under
Date Granted	security type	expiry Date	$	option
24‑Dec‑18	Unlisted Options	01‑Jan‑28	1.44500	160,000
24‑Dec‑18	Unlisted Options	15‑Feb‑28	1.56500	160,000
24‑Dec‑18	Unlisted Options	16‑Oct‑28	0.84750	800,000
24‑Dec‑18	Unlisted Options	01‑Oct‑27	0.43875	1,520,000
26‑Sep‑19	Unlisted Options	14‑Aug‑29	0.4468	10,000
26‑Sep‑19	Unlisted Options	14‑Aug‑29	0.74	668,750
26‑Sep‑19	Unlisted Options	14‑Aug‑29	0.54	978,127
26‑Sep‑19	Unlisted Options	16‑Oct‑29	0.39	25,000
30‑Jul‑20	Unlisted Options	26‑Mar‑30	0.2312	42,500
30‑Jul‑20	Unlisted Options	25‑Jun‑30	0.27	15,625
13‑Sep‑20	Unlisted Options	13‑Sep‑30	0.286	496,150
17‑Sep‑20	Unlisted Options	17‑Sep‑30	0.823	2,330,000
24‑Nov‑20	Unlisted Options	24‑Nov‑30	0.286	595,379
04‑Feb‑21	Unlisted Options	04‑Feb‑31	2.82	65,625
17‑Mar‑21	Unlisted Options	17‑Mar‑31	2.82	100,000
25‑Mar‑21	Unlisted Options	25‑Mar‑31	2.63	112,500
16‑Jul‑21	Unlisted Options	03‑Jun‑31	1.90	250,000
29‑Sep‑21	Restricted ShareRights	29‑Sep‑25	Nil	3,000
27‑Jan‑22	Restricted ShareRights	27‑Jan‑26	Nil	25,000
29‑Sep‑21	Unlisted Options	29‑Sep‑31	2.68	611,250
29‑Sep‑21	Unlisted Options	25‑Oct‑31	2.82	1,500,703
29‑Sep‑21	Unlisted Options	16‑Nov‑31	2.68	2,040,000
01‑Dec‑21	Unlisted Options	01‑Dec‑31	3.04	100,000
01‑Jan‑22	Unlisted Options	01‑Jan‑32	3.04	100,000
01‑Feb‑22	Unlisted Options	01‑Feb‑32	3.27	150,000
20‑Feb‑22	Unlisted Options	20‑Feb‑32	3.27	150,000
01‑Apr‑22	Unlisted Options	01‑Apr‑32	2.96	300,000
01‑Apr‑22	Unlisted Options	01‑Apr‑32	3.27	150,000
28‑Sep‑22	Restricted ShareRights	28‑Sep‑32	Nil	250,000
01‑Jan‑23	Restricted ShareRights	01‑Jan‑33	Nil	293,909
25‑May‑23	Restricted ShareRights	25‑May‑33	Nil	225,000
25‑May‑23	Unlisted Options	25‑May‑33	5.43	200,000
29‑May‑23	Restricted ShareRights	29‑May‑33	Nil	90,000
01‑Jul‑23	Unlisted Options	01‑Jul‑33	6.33	100,000
24‑Aug‑23	Unlisted Options	24‑Aug‑33	4.88	1,167,857
24‑Aug‑23	Restricted ShareRights	24‑Aug‑33	Nil	1,115,688
01‑Oct‑23	Restricted ShareRights	01‑Oct‑33	Nil	62,500
13‑Nov‑23	Performance ShareRights	13‑Nov‑33	Nil	87,500
20‑Nov‑23	Performance ShareRights	20‑Nov‑33	Nil	150,000
23‑Nov‑23	Unlisted Options	23‑Nov‑33	4.88	643,000
23‑Nov‑23	Restricted ShareRights	23‑Nov‑33	Nil	601,875
21‑Dec‑23	Restricted ShareRights	21‑Dec‑33	Nil	43,750
21‑Jan‑24	Restricted ShareRights	21‑Jan‑34	Nil	48,125
01‑Feb‑24	Restricted ShareRights	01‑Fab‑34	Nil	750,000

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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Note 17: Share‑Based Payments (continued)

A summary of the movements of all Company options issued as share‑based payments is as follows:

		Weighted
		average
	2025	exercise
	Number	price
Outstanding at the beginning of the year	15,544,610	2.01
Granted	–	–
Forfeited	(2,143)	4.88
Exercised	–	–
outstanding atyear-end	15,542,467	2.01

The outstanding options have a weighted average contractual life of 5.49 years (2024: 6.49 years).

A summary of the movements of all Company Restricted Share Rights (RSUs) and Performance Share Rights (PSUs) issued as share‑based payments is as follows:

	2025 Number
	RSUs PSUs Total
Outstanding at the beginning of the year	4,817,910 568,750 5,386,660
Granted	5,019,447 2,088,843 7,108,290
Exercised	(2,501,998) (331,250) (2,833,248)
Forfeited	(7,066) – (7,066)
Cancelled	– – –
Expired	– – –
outstanding atyear-end	7,328,293 2,326,343 9,654,636

Note 18: Auditors’ Remuneration

	consolidated	consolidated
	2025	2024
	$	$
Amounts received or due and receivable by Nexia perth Audit
services pty Ltd
An audit and review of the financial report of the parent and any other
entity in the Group	83,500	60,850
Other services in relation to theparent and anyother entityin the Group	17,625	8,500
Amounts received or due and receivable by BDo israel
*Audit and review of the subsidiaries Weebit Nano Ltd (Israel)	141,467	86,131
Other Services	10,669	37,404
total	253,261	192,885

The fee for BDO Israel includes the audit of statutory financial statements for Weebit Nano Ltd (Israel) and tax return for Weebit Nano Ltd (Israel).

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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Note 19: Financial Risk Management

Risk management is carried out by the CEO.

(a) Foreign Currency Risk

As a result of significant operations in Israel and France, the Group’s consolidated statement of financial position can be affected significantly by movements in the NIS/USD, EURO/AUD and USD/AUD exchange rates. As at the end of the reporting period, the Group’s exposure to foreign currency risk was considered immaterial by the Company and therefore no sensitivity analysis has been disclosed.

The Group also has transactional currency exposures. Such exposure arises from sales or purchases by an operating entity in currencies other than the functional currency.

(b) Price Risk

The Group is not directly exposed to any price risk.

(c) Credit Risk

Credit risk arises in the event that counterparty will not meet its obligations under a financial instrument leading to financial losses. The Group is exposed to credit risk from its operating activities, financing activities including deposits with banks. The credit risk control procedures adopted by the Group are to assess the credit quality of the institution with whom funds are deposited or invested, taking into account its financial position and past experiences.

The maximum exposure to credit risk on financial assets of the Group which have been recognised on the Consolidated Statement of Financial Position is generally limited to the carrying amount.

Cash is maintained primarily with Westpac and other investment‑grade banks and therefore carries insignificant expected credit loss.

(d) Liquidity Risk

The Group manages liquidity risk by monitoring forecast cash flows and ensuring that adequate working capital is maintained for the coming months. Upcoming capital needs and the timing of raisings are assessed by the Board at each Meeting of Directors.

The following are the contractual maturities of the financial liabilities, including estimated interest payments and excluding the impact of netting arrangements:

	carrying	contractual
	Amount	cash flows	< 1 year	1‑5 years	>	5 years
Nature of financial liabilities	$	$	$	$		$
trade and other payables
At 30 June 2025	5,878,579	5,878,579	–	–		–
At 30 June 2024	3,704,722	3,704,722	–	–		–
Lease liability
At 30 June 2025	563,236	–	441,147	122,089		–
At 30 June 2024	480,015	–	273,379	206,636		–

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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Note 19: Financial Risk Management (continued)

(e) Cash Flow and Interest Rate Risk

The Group’s exposure to interest rate risk, which is the risk that a financial instrument’s value will fluctuate as a result in changes in market interest rates and the effective weighted average interest rates on classes of financial assets and financial liabilities, only cash is affected by interest rate risk as cash is the Group’s only financial asset exposed to fluctuating interest rates.

In accordance with AASB 9 Financial Instruments the following sensitivity analysis has been performed for the Group’s Interest Rate risk:

		effect on:	effect on:	effect on:	effect on:
		profit 2025	equity 2025	profit 2024	equity 2024
consolidated risk Variable	sensitivity	$	$	$	$
Interest Rate	1%	883,067	883,067	628,312	628,312
	(1%)	(883,067)	(883,067)	(628,312)	(628,312)

It is considered that 100 basis points is a ‘reasonably possible’ estimate of the sensitivity in the interest rate. The fair values of all financial assets and liabilities of the Group approximate their carrying values.

Capital management

The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Group’s capital includes ordinary share capital and share options, supported by financial assets.

There were no changes in the Group’s approach to capital management during the year ended 30 June 2025. Neither the Company nor the Group are subject to externally imposed capital requirements.

Note 20: Significant Events After the Balance Date

On 31 July 2025 Weebit signed a design agreement with its first product customer. The customer, a U.S based company, plans to incorporate Weebit’s technology into select security‑related applications.

On 5 August 2025, Anne Templeman‑Jones was appointed Deputy Chair. In this role Anne will represent the board in Australia‑based activities with the ASX, institutions, government, etc.

Note 21: Commitments

As at 30 June 2025, the Group had a total of $10.6 million (2024: $8.7 million) commitments, most of which refer to ongoing and expected project with Leti, Electronic Design Automation software and other R&D materials and constructors, all of which will be payable within 1 year.

Note 22: Contingent Liabilities and Contingent Assets

There were no known contingent liabilities or contingent assets at the reporting date (30 June 2024: $Nil).

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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Note 23: Segment Reporting

An operating segment is a component of an entity that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity), whose operating results are regularly reviewed by the entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance and for which discrete financial information is available. This includes start‑up operations which are yet to earn revenues. Management will also consider other factors in determining operating segments such as the existence of a line manager and the level of segment information presented to the Board of Directors.

During the year the Group has only operated in one segment and that was the development of the next generation of Non‑Volatile Memory using a Resistive RAM (ReRAM) technology based on fab‑friendly materials.

Geographical Information

Geographical Information
	Non-current assets
	2025	2024
	$	$
Israel	1,630,708	1,600,029
France	19,531	15,690
	1,650,239	1,615,719

Note 24: Parent Company Disclosures

Note 24: Parent Company Disclosures
	2025	2024
	$	$
results of the parent entity
Loss for the year	(37,348,996)	(41,697,480)
Financial position of the parent entity at year end
Current assets	77,529,022	60,343,366
Non‑current Assets	134,749,550	90,974,582
Provision for non‑recoveryof loans	(121,924,059)	(89,300,402)
total assets	90,354,513	62,017,546
Current liabilities	172,017	130,207
total liabilities	172,017	130,207
Total equity of the parent entity comprising:
Share capital	216,620,411	168,947,893
Reserves	70,644,495	51,706,517
Accumulated losses	(197,082,410)	(158,767,071)
total equity	90,182,496	61,887,339

Parent Entity Contingencies

The Directors are not aware of any contingent liabilities that may arise from the Company’s operations as at 30 June 2025 apart from as disclosed elsewhere in this report.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

CONSOLIDATED ENTITY DISCLOSURE STATEMENT

As at 30 June 2025

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	entity Name entity type place formed/country of incorporation ownership interest tax residency Weebit Nano Ltd BodyCorporate Israel 100% Israel Weebit Nano SARL held byWeebit Nano Ltd (Israel) Body Corporate France 100% France

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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DIRECTORS’ DECLARATION

In the Directors’ opinion:

the attached financial statements and notes and the remuneration report in the Directors’ Report are in accordance with the Corporations Act 2001 including:
giving a true and fair view of the Group’s financial position as at 30 June 2025 and its performance, as represented by the results of its operations, changes in equity and its cash flows, for the year ended on the date; and
complying with Australian Accounting Standards, Corporations Regulations 200 1 and other mandatory professional reporting requirements.
there are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due and payable.
the financial statements and notes thereto are in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board.
the information disclosed in the attached consolidated entity disclosure statement is true and correct.

This declaration is made after receiving the declarations required to be made to the Directors in accordance with section 295A of the Corporations Act 2001 for the year ended 30 June 2025.

This declaration is made in accordance with resolution of directors.

On behalf of the directors

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David perlmutter Chairman

27 August 2025 Sydney

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

INDEPENDENT AUDITOR’S REPORT

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Independent Auditor’s Report to the Members of Weebit Nano Limited

Report on the Audit of the Financial Report

Opinion

We have audited the Financial Report of Weebit Nano Limited (the “Company”) and its subsidiaries (the “Group”), which comprises the consolidated statement of financial position as at 30 June 2025, the consolidated statement of profit and 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 Directors’ declaration.

In our opinion, the accompanying Financial Report of the Group is in accordance with the Corporations Act 2001, including:

(i) giving a true and fair view of the Group’s financial position as at 30 June 2025 and of its 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 Corporations Act 2001 and the ethical requirements of the Accounting Professional & Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the “Code”) that are relevant to our audit of the Financial Report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

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

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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		How our audit addressed the key audit matter Our procedures included, amongst others: • Assessing the Group’s working capital position as at 30 June 2025; • Vouching cash and cash equivalents to supporting documentation; • Checking the mathematical accuracy of the cash flow forecast prepared by management; • Evaluating the reliability and completeness of management’s assumptions by comparing them to our understanding of the Group’s future plans and operating conditions; • Obtaining an understanding of management’s cash flow forecast and evaluating the sensitivity of assumptions made by management; • Considering events subsequent to year end to determine whether any additional facts or information have become available since the date on which management made its assessment; and • Assessing the adequacy of the disclosures included in the Financial Report. Our procedures included, amongst others: • Verifying the inputs and assumptions used in the shared-based payment valuations to market prices and the terms and conditions of the relevant agreements; • Checking the accounting treatment of the share- based payment to the requirements of AASB 2 Share-Based Payment; • Performing procedures to identify unrecorded share-based payments; and • Checking the accuracy of the disclosures of share-based payments arrangements in the Financial Report. Our procedures included, amongst others: • Considering the adequacy of the Group’s revenue recognition policies, and assessing them for compliance with Australian Accounting Standards; • Gaining an understanding of the Group’s contracts with customers; • Understanding the performance obligations associated with each contract and assessing the


	Key audit matter	How our audit addressed the key audit matter
	Funding and Liquidity (Refer to ‘Financial Position’ in Note 1 to the Financial Report) The Group’s strategy is focused on commercialising its embedded ReRAM technology and securing new agreements with foundries and Integrated Device Manufacturers to increase availability of its technology and grow licensing and non-recurring engineering revenues. As disclosed in Note 1 to the financial statements, the Group reported a net loss of $38,384,759 (2024: $41,245,241) and a cash outflow from operating activities of $23,120,981 for the year ended 30 June 2025 (2024: $24,395,405). The Group had a net working capital surplus of $88,652,694 (2024: $60,466,315) including cash of $88,306,794 at 30 June 2025 (2024: $62,831,220). The loss mainly reflects the research and development activities of the Group. The adequacy of funding and liquidity, as well as the relevant impact on the going concern assessment, is a key audit matter due to the significance of management’s judgments and estimates in respect of this assessment.	Our procedures included, amongst others: • Assessing the Group’s working capital position as at 30 June 2025; • Vouching cash and cash equivalents to supporting documentation; • Checking the mathematical accuracy of the cash flow forecast prepared by management; • Evaluating the reliability and completeness of management’s assumptions by comparing them to our understanding of the Group’s future plans and operating conditions; • Obtaining an understanding of management’s cash flow forecast and evaluating the sensitivity of assumptions made by management; • Considering events subsequent to year end to determine whether any additional facts or information have become available since the date on which management made its assessment; and • Assessing the adequacy of the disclosures included in the Financial Report.
	Share-based payments (Refer to Note 14 to the Financial Report) The Company has awarded its key management personnel performance rights and options over shares to conserve cash and to provide long-term incentives. This is a key audit matter as the valuation of share- based payments is complex and subject to significant management estimates and judgement.	Our procedures included, amongst others: • Verifying the inputs and assumptions used in the shared-based payment valuations to market prices and the terms and conditions of the relevant agreements; • Checking the accounting treatment of the share- based payment to the requirements of AASB 2 Share-Based Payment; • Performing procedures to identify unrecorded share-based payments; and • Checking the accuracy of the disclosures of share-based payments arrangements in the Financial Report.
	Revenue from contracts with customers (Refer to Note 4 to the Financial Report) For the year ended 30 June 2025, the Group recognised revenue from contracts with customers of $4,409,329 in the consolidated statement of profit and loss and other comprehensive income. Revenue is recognised over time by the Group using the percentage-of-completion method, in accordancewiththerequirements of AASB 15	Our procedures included, amongst others: • Considering the adequacy of the Group’s revenue recognition policies, and assessing them for compliance with Australian Accounting Standards; • Gaining an understanding of the Group’s contracts with customers; • Understanding the performance obligations associated with each contract and assessing the

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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Revenue from Contracts with Customers.

Revenue from contracts with customers is a key audit matter due to the level of management judgement required to determine the revenue recognised from each contract.

progress towards completion of those obligations as at 30 June 2025;

Substantively testing revenue from contracts with customers to address accuracy, occurrence and completeness of revenue; and
Checking the accuracy of the disclosures of revenue in the Financial Report.

Other Information

The Directors are responsible for the other information. The other information comprises the information in the Group’s annual report for the year ended 30 June 2025 but does not include the Financial Report and the Auditor’s Report thereon.

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

In connection with our audit of the Financial Report, our responsibility is to read the other information 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 the other information we are required to report that fact. We have nothing to report in this regard.

Directors’ responsibilities for the Financial Report

The Directors of the Company are responsible for the preparation of:

a) the Financial Report (other than the consolidated entity disclosure statement) that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001; and
b) the consolidated entity disclosure statement that is true and correct in accordance with the Corporations Act 2001; and

for such internal control as the Directors determine is necessary to enable the preparation of:

i) the Financial Report (other than the consolidated entity disclosure statement) that gives a true and fair view and is free from material misstatement, whether due to fraud or error; and
ii) the consolidated entity disclosure statement that is true and correct and is free of misstatement, whether due to fraud or error.

In preparing the Financial Report, the Directors are responsible for assessing the 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 have 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.

A further description of our responsibilities for the audit of the Financial Report is located at The Australian Auditing and Assurance Standards Board website at: https://auasb.gov.au/media/bwvjcgre/ar1_2024.pdf This description forms part of our Auditor’s Report.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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Report on the Remuneration Report

Opinion on the Remuneration Report

We have audited the Remuneration Report included in pages 27 to 42 of the Directors’ Report for the year ended 30 June 2025.

In our opinion, the Remuneration Report of Weebit Nano Limited for the year ended 30 June 2025 complies with section 300A of the Corporations Act 2001.

Responsibilities

The Directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

Nexia Perth Audit Services Pty Ltd

Justin Mulhair Director Perth, Western Australia 27 August 2025

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

ADDITIONAL INFORMATION

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Additional information required by the ASX Limited Listing Rules not disclosed elsewhere in this Annual Report is set out below. This information is dated as at 8 August 2025.

Shareholder Information

Voting Rights

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

performance rights: There are currently 9,611,515 restricted share rights and performance rights on issue. Holders of restricted share rights and performance rights have no voting rights.

options: There are currently 15,542,467 options with various exercise prices on issue. Holders of options have no voting rights.

the below information is current as at 8 August 2025.

Distribution of Equity Securities

Analysis of number of equity security holders (fully paid ordinary shares) by size of holding:

	Number	Number	% of
range	of holders	of securities	securities
1 – 1,000	5,462	2,470,855	1.19
1,001 – 5,000	4,440	11,310,581	5.43
5,001 – 10,000	1,341	10,122,422	4.86
10,001 – 100,000	2,062	62,210,874	29.84
100,001 Over	311	122,344,837	58.68
rounding total	13,616	208,459,569	100.00
Less than a marketable target	1,427	187,356	0.09%

The marketable parcel of shares was calculated based on the closing market price on 8 August 2025 of $2.26.

Restricted Securities

There are currently no restricted securities or securities subject to voluntary escrow that are on issue.

On‑Market Buy Back

There is no current on‑market buy back.

Share Schemes

No shares were purchased during the financial year to satisfy any of the Company’s Employee Share Plans.

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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Shareholder Information (continued)

Unquoted Securities

Options

Unquoted Securities Options Shareholder Information(continu	ed)
	Number	Number	%
range	of holders	of securities	securities
1 – 1,000	0	0	0.00
1,001 – 5,000	0	0	0.00
5,001 – 10,000	4	30,000	0.19
10,001 – 100,000	7	405,089	2.61
100,001 Over	19	15,107,375	97.20
total	30	15,542,464	100.00

Restricted Share Rights and Performance Rights

	Number	Number	%
range	of holders	of securities	securities
1 – 1,000	0	0	0.00
1,001 – 5,000	0	0	0.00
5,001 – 10,000	4	30,510	0.32
10,001 – 100,000	33	1,890,974	19.67
100,001 Over	20	7,690,031	80.01
total	57	9,611,515	100.00

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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Shareholder Information (continued)

Substantial Holders

There are currently no substantial shareholders (as disclosed to the ASX).

Twenty Largest Quoted Equity Security Holders

		Number	% of issued
No.	shareholder Name	of shares	equity
1	HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED	17,029,775	8.17
2	J P MORGAN NOMINEES AUSTRALIA PTY LIMITED	8,417,270	4.04
3	CITICORP NOMINEES PTY LIMITED	6,266,994	3.01
4	BNP PARIBAS NOMINEES PTY LTD	3,402,278	1.63
5	ARVADA PTY LTD	2,170,000	1.04
6	VIVNAT (CURTIN) PTY LTD	2,000,000	0.96
7	ARVADA PTY LTD	1,600,000	0.77
7	KETOM PTY LTD	1,600,000	0.77
9	IBI TRUST MANAGEMENT	1,559,750	0.75
10	BNP PARIBAS NOMS PTY LTD	1,269,623	0.61
11	IBI TRUST MANAGEMENT	1,234,462	0.59
12	DROXFORD INTERNATIONAL LIMITED	1,044,000	0.50
13	BNP PARIBAS NOMINEES PTY LTD	1,028,282	0.49
14	MR DAVID DEWAR JOHNSON + MRS LUCY JULIA JOHNSON
		1,010,000	0.48
15	DR SHAYNE ANDREW HATELEY	1,000,000	0.48
15	MR JUNSHI WANG	1,000,000	0.48
17	HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED – A/C 2	992,415	0.48
18	IBI TRUST MANAGEMENT	963,125	0.46
19	MR ERIC MARK CASPARY	960,505	0.46
20	MR DAVID ELIMELECH PERLMUTTER + MRS SIMA HAYA PERLMUTTER	915,980	0.44
	top 20 holders of orDiNArY FULLY pAiD sHAres (total)	55,464,459	26.61
	Balance of shares	152,995,110	73.39
	total shares on issue	208,459,569	100.00

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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CORPORATE DIRECTORY

Directors

David (Dadi) Perlmutter Independent Chairman and Non-Executive Director

Coby Hanoch Chief Executive Officer

Yoav Nissan‑Cohen Non-Executive Director

Ashley Krongold Independent Non-Executive Director Saiyed Atiq Raza Independent Non-Executive Director

Naomi Simson Independent Non-Executive Director

Anne Templeman‑Jones Independent Non-Executive Director

Company Secretary

Registered & Principal Office

C/‑ MUFG Corporate Governance Pty Ltd (formerly Company Matters Pty Ltd)

Liberty Place, Level 41 161 Castlereagh Street Sydney NSW 2000

+61 2 8280 7355

Postal Address

C/‑ MUFG Corporate Governance Pty Ltd (formerly Company Matters Pty Ltd)

Liberty Place, Level 41 161 Castlereagh Street Sydney NSW 2000

Home Stock Exchange

The ordinary shares of the Company are listed on the Australian Securities Exchange under the ASX code WBT.

Anna Sandham

Auditors

ASX Code

WBT

Nexia Perth Audit Services Pty Ltd

Level 4, 88 William Street Perth WA 6000

Share Registry

Computershare Investor Services Pty Limited

Bankers

Westpac Banking Corporation

150 Collins Street Melbourne VIC 3000

National Australia Bank Limited

Yarra Falls 452 Johnston Street Abbottsford VIC 3067

Website

www.weebit‑nano.com

395 Bourke Street Melbourne VIC, 3000

Solicitors – Sydney

King & Wood Mallesons Level 61

Governor Phillip Tower 1 Farrer Place Sydney NSW 2000

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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colliercreative.com.au #WEB0003

Weebit Nano Limited | ACN: 146 455 576 | Annual Report year ended 30 June 2025

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Weebit ReRAM IP for a broad range of System on Chip (SoC) applications

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Weebit Nano Limited ACN: 146 455 576 +61 3 8689 9997

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C/- MUFG Corporate Governance Pty Ltd (formerly Company Matters Pty Ltd) Liberty Place, Level 41 161 Castlereagh Street Sydney NSW 2000

AI assistant

WEEBIT NANO LTD — Annual Report 2025

66042_rns_2025-08-27_4b216707-8def-4360-a7a1-1e005a15ef93.pdf

Weebit Nano Limited ACN: 146 455 576

Details of the reporting period and previous reporting period

Results for announcement to the market

Net tangible assets per security with the comparative figure for the previous

corresponding period

Details of entities over which control has been gained or lost during the year

Dividend paid or reinvested.

Dividend reinvestment plan

Accounting standard for foreign entities

Weebit oVeRVieW: LeadiNG VeNdoR oF ReRam iP

Founded: 2015

Multiple commercial deals

Business model

Fast-growing markets

R&D partner

Proven, protected technology

CoNteNtS

Weebit Nano Limited

FY25 HIGHLIGHTS

THE WEEBIT RERAM ADVANTAGE

EMBEDDED FLASH MEMORY IS REACHING ITS LIMITS

WEEBIT NANO RERAM: THE NEXT NVM IS HERE!

Weebit ReRAM has unique advantages

Strong tech progress

e‑flash

ReRAM

Multiple customer engagements underway

CHaiRmaN’S RePoRt

Dear fellow shareholders,

Ceo’S RePoRt

Dear shareholders,

overview

Licensed ReRam to tier-1 idm onsemi

Progressing towards qualification at db Hitek

Revenues quadruple

automotive qualification

Live demonstration of ReRam and edge ai

market engagement

Patents

Customer engagement

Raised $50 million at a premium

board & executive changes

Scaling infrastructure for growth

Board of Directors

Experience and Expertise

Jacob ‘Coby’ Hanoch

Experience and Expertise

Other Current Directorships of Listed Companies Massivit 3D (TASE: MSVT)

No other current directorships of listed companies.

Ashley Krongold

Experience and Expertise

Dr Yoav‑Nissan Cohen

Executive Director

Experience and Expertise

No other current directorships of listed companies.

No other current directorships of listed companies.

Dr Atiq Raza

Non‑Executive Director

Experience and Expertise

Other Current Directorships of Listed Companies

Naomi Simson

Non‑Executive Director

Experience and Expertise

No other current directorships of listed companies.

Anne Templeman‑ Jones

Non‑Executive Director

Experience and Expertise

Other Current Directorships of Listed Companies

Last Three Years Directorships of ASX Listed Companies

Company Secretary

Operating and Financial Review

Strategy and Future Performance

Risks

Existing technological risks

Termination of SkyWater, DB HiTek or Onsemi agreements or agreements to be entered into with major foundries and independent device manufacturers

Operating and Financial Review (continued)

Competition and new technologies

WEEBIT NANO LTD Annual Report 2025