Announcement PDF Adisyn Ltd (ASX: AI1) ABN 30 155 473 304 ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2025 Adisyn Ltd and its controlled entities Corporate directory 30 June 2025 Directors Kevin Crofton (Non-Executive Chairman) Blake Burton (Managing Director) Ayre Kohavi (Non-Executive Director and CEO of 2D Generation) Dominic O'Hanlon (Non-Executive Director) Company secretary Kyla Garic Registered office Suite 7, 63 Shepperton Road Victoria Park Western Australia 6100 Telephone: Email: Website: +1300 331 888 investors@adisyn.com.au www.adisyn.com.au Share register Xcend Pty Ltd Level 2, 477 Pitt Street Haymarket NSW 2000 Auditor Hall Chadwick WA Audit Pty Ltd 283, Rokeby Road Subiaco WA 6008 Solicitors Nova Legal 50 Kings Park Road Perth WA 6005 Stock exchange listing Adisyn Ltd shares are listed on the Australian Securities Exchange (ASX code: AI1) 1 Adisyn Ltd and its controlled entities Contents 30 June 2025 Directors' report Auditor's independence declaration Consolidated statement of profit or loss and other comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Consolidated entity disclosure statement Directors' declaration Independent auditor's report to the members of Adisyn Ltd ASX Additional Information 3 20 21 23 24 25 26 61 62 63 69 General information The financial statements cover Adisyn Ltd as a Group consisting of Adisyn Ltd and the entities it controlled at the end of, or during, the year. The financial statements are presented in Australian dollars, which is Adisyn Ltd's functional and presentation currency. Adisyn Ltd is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business are: Registered office Principal place of business Suite 7, 63 Shepperton Road Victoria Park WA 6100 Unit 3, 4 McGrath Road Henderson WA 6166 A description of the nature of the Group's operations and its principal activities are included in the directors' report, which is not part of the financial statements. The financial statements were authorised for issue, in accordance with a resolution of directors, on 29 September 2025. 2 Adisyn Ltd and its controlled entities Directors' report 30 June 2025 The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the 'Group') consisting of Adisyn Ltd (referred to hereafter as the 'Company' or 'parent entity') and the entities it controlled at the end of, or during, the year ended 30 June 2025. 1. Directors The following persons were directors of Adisyn Ltd during the financial year and up to the date of this report, unless otherwise stated: Name Position Kevin Crofton Non-Executive Chairman 17 March 2025 Non-Executive Director 14 February 2025 Managing Director 1 July 2022 Non-Executive Director and Chief 12 February 2025 Executive Officer (2D Generation) Non-Executive Director 17 March 2025 Non-Executive Chairman 31 August 2021 Non-Executive Director 9 July 2024 Executive Director 2 February 2012 Blake Burton Ayre Kohavi Dominic O'Hanlon Shane Wee Justin Thomas Information on directors Name: Title: Qualifications: Experience and expertise: Appointment date Resignation date 17 March 2025 12 February 2025 9 July 2024 Kevin Crofton Non-Executive Chairman (appointed 17 March 2025) MBA in International Business and BS in Engineering (Aerospace) Mr Crofton is an accomplished business leader with over three decades of extensive international experience in the technology industry serving in a number of key leadership roles for companies including: Lam Research Corporation (Nasdaq: LRCX, US$96B mkt cap), KLA Corporation (Nasdaq: KLAC, US$91B mkt cap), Newport Corporation (acquired for US$980M), NEXX Systems (acquired by Tokyo Electron) and Aviza Technology. Among his many achievements, Mr Crofton co-led a private equity backed buyout of Aviza Technology UK to create what became SPTS Technologies, where he was President and Managing Director from 2006 to 2020 and created a US$500M turnover, highly profitable, market leading company. SPTS was bought by Orbotech, which was later acquired by KLA for US$3.4B (US$2.3Bn attributed to SPTS). Mr Crofton has also served a period of eight years as a board member and Chair of SEMI International, the global industry association for semiconductors. Other current directorships: Creo Medical Group PLC (AIM: Creo) Former ASX directorships (last 3 years): Nil Interests in shares: 2,472,202 fully paid ordinary shares Interests in options: 6,000,000 unlisted options, exercisable at $0.15 per option, expiring 19 May 2028 Interests in rights: 272,202 performance rights 3 Adisyn Ltd and its controlled entities Directors' report 30 June 2025 Name: Title: Qualifications: Experience and expertise: Blake Burton Managing Director BCom (Accounting and Corporate Finance) Mr Burton possesses extensive experience in the IT industry. He was co-founder of web hosting company, Netorigin in 2011. Mr Burton grew Netorigin from inception and took the Company to successful trade sale in 2019 to Australia's largest privately owned web host VentraIP. At completion of the sale to Netorigin Mr Burton focused on Attained Group. Mr Burton has previously worked as an auditor at PwC, which included working with a number of ASX listed and international companies. Other current directorships: Nil Former ASX directorships (last 3 years): Nil Interests in shares: 16,416,028 fully paid ordinary shares Interests in options: Nil Interests in rights: 5,000,000 performance rights Name: Title: Arye Kohavi Non-Executive Director (appointed 12 February 2025) and Chief Executive Officer of 2D Generation Qualifications: MBA (Finance) and BA in Economics and Accounting Experience and expertise: Recognized as one of the world’s 100 Leading Global Thinkers and one of the world’s top innovators, Mr Kohavi is a seasoned entrepreneur and innovator with a proven track record in building successful companies, including Watergen, a leading provider of atmospheric water generation technology. Mr Kohavi is the founder and CEO of 2D Generation Ltd ("2DG"). Other current directorships: Nil Former ASX directorships (last 3 years): Nil Interests in shares: 15,300,846 fully paid ordinary shares escrowed to 9 January 2027 Interests in rights: 15,300,846 performance rights Name: Title: Qualifications: Experience and expertise: Dominic O’Hanlon Non-Executive Director (appointed 17 March 2025) BA (Econ, Govt) Hons I, Fellow of the Australian Institute of Company Directors Mr. O’Hanlon has over 30 years of experience in the Information Technology industry. Throughout his career, Mr. O’Hanlon has held key executive roles, both domestically and internationally, consistently driving growth and commercial success in technology-focused businesses. Mr. O’Hanlon has served as Managing Director and CEO of Rhipe Limited (ASX: RHP) for over seven years. During Mr O’Hanlon’s time as CEO of RHP, the business grew sales from AUD $74.5M to $377.4M (26.6% CAGR) and EBITDA from AUD $1.5M to $16.6M (41% CAGR). RHP had approximately 600 staff across 10 countries. Prior to RHP, Mr O’Hanlon had multiple technology build and scale experiences including as CEO of Haley Limited (sold to Oracle) and as Chief Strategy Officer of MYOB (sold to Bain Capital). Other current directorships: Pentanet (ASX: 5GG) Former ASX directorships (last 3 years): Nil Interests in shares: 600,263 Fully Paid Ordinary Shares Interests in options: 6,000,000 unlisted options, exercisable at $0.15 per option, expiring 19 May 2028 'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships of all other types of entities, unless otherwise stated. 'Former directorships (last 3 years)' quoted above are directorships held in the last 3 years for listed entities only and excludes directorships of all other types of entities, unless otherwise stated. 4 Adisyn Ltd and its controlled entities Directors' report 30 June 2025 2. Company secretary Name Qualifications Experiences Kyla Garic B Com, MAcc, CA, FGIA, FGIS Ms Garic is a a Fellow of the Governance Institute of Australia and a member of the Institute of Chartered Accountants Australian and New Zealand. She is a Director of Onyx Corporate Pty Ltd a Company specialising in providing, company secretarial, corporate governance and corporate reporting services. Ms Garic acts as Company Secretary for a number of ASX listed companies. 3. Meetings of directors The number of meetings of the Company's Board of Directors ('the Board') held during the year ended 30 June 2025, and the number of meetings attended by each director were: Board Meeting Eligible to Attend Attended Blake Burton Kevin Crofton Arye Kohavi Dominic O’Hanlon Shane Wee Justin Thomas 11 5 5 4 7 6 11 5 5 4 6 5 4. Principal activities Adisyn is a leading provider of managed technology solutions, primarily serving the SME market. The Group leverages cutting-edge technologies, including artificial intelligence and cybersecurity, to deliver bespoke solutions. Through its wholly owned subsidiary, 2D Generation, Adisyn is advancing research and development of graphene-based semiconductor technologies to overcome industry limitations and drive innovation across sectors including AI, telecommunications, and data storage. 5. Operating and financial review The loss for the Group after providing for income tax amounted to $9,601,953 (30 June 2024: $1,698,495). 5 Adisyn Ltd and its controlled entities Directors' report 30 June 2025 Review of Operations Transformational Semiconductor Technology Opportunity The financial year has proven to be a transformational period for Adisyn, with the Company completing a foundational acquisition of 2D Generation Limited (“2DG”) to pursue a highly attractive opportunity delivering next-generation semiconductor technology while also rationalising existing operations and significantly strengthening the balance sheet. In July 2024, Adisyn announced that the Company had completed a strategic review which outlined the potential to streamline the business and enable a pathway to target prospective future opportunities. Following the outcomes of the review, Adisyn announced a strategic collaboration with 2DG which presented the potential to combine significant expertise in the semiconductor and AI industry with the Group's existing capabilities in data centre and cybersecurity management. Following a successful initial collaboration, Adisyn entered formal negotiations to acquire 2DG in October 2024. This was accompanied by a $3 million equity capital raise (before costs), announced in November, to support the acquisition and future development initiatives. On 9 January 2025, the Group completed the acquisition of 100% of 2DG. The consideration for the acquisition comprised; 300,000,000 fully paid ordinary shares in Adisyn (Consideration Shares) and 300,000,000 performance rights (Performance Rights), convertible on a one-for-one basis into ordinary shares upon achievement of the following milestones: • 100,000,000 (Class A) Performance Rights converting upon independently verified demonstration (by a suitably qualified professor from a recognised technological university in Australia or Israel, as determined by the Group's board of directors) of the successful deposition of an organic substrate on to a metallic or non-metallic material at below 300 degrees Celsius using an Atomic Lawyer Deposition (ALD) machine, within 12 months of the acquisition date; • 100,000,000 (Class B) Performance Rights converting upon an independently verified demonstration (by a suitably qualified professor from a recognised technological university in Australia or Israel, as determined by the Group's board of directors) of the successful deposition of an organic substrate capping layer on Copper (Cu) or Ruthenium (Ru) coupons 1cm by 1cm in size at below 300 degrees Celsius, within 18 months of the acquisition date; • 100,000,000 (Class C) Performance Rights converting upon the signing of a binding agreement with a global semiconductor corporation and the Group receiving income of more than $AU1M (determined in accordance with applicable accounting standards as received and confirmed by Group’s auditor), within 36 months of the acquisition date. The acquisition of 2DG permits Adisyn to focus on the immense opportunity to deliver advanced semiconductor component technology developed from graphene. 2DG is in the process of researching an innovative semiconductor interconnect solution based on graphene—a single-layer, twodimensional carbon material with exceptional electronic, thermal, and mechanical properties. Using an ALD machine to produce graphene at relatively low temperatures is unique. This innovative approach allows the Company to potentially create a graphene-based interconnect in a low temperature environment compatible with semiconductor fabrication environment, preventing device damage and yield loss. 2D Generation’s innovative technology centres around the aim of improving the performance and capabilities of the basic interconnect architecture of a semiconductor device. 6 Adisyn Ltd and its controlled entities Directors' report 30 June 2025 About the seminconductor interconnect: · An interconnect in a semiconductor refers to the conductive pathways that connect different components or regions within an integrated circuit (IC), often referred to as a "chip". · These interconnects are crucial for the functionality of the IC as they facilitate the flow of electrical signals between transistors. · Interconnects can be made of various materials, typically metals like aluminium or copper, and are implemented in different layers within the semiconductor structure. As IC’s have become more complex, with smaller and more densely packed features, the design and materials used for interconnects are increasingly posing technical challenges. Interconnects have traditionally consisted of copper due to the metal’s superior conductivity. However, at a scale of 10 nanometres (nm) or below, copper begins to experience increased electrical resistance (meaning it progressively loses its conductive properties). With modern chips now approaching 2-3nm the use of copper interconnects poses a significant obstacle. As the metal is refined to smaller scales it requires more power and produces more heat, effectively pushing the metal to its physical performance limits. Graphene is an ideal material to solve this challenge as it is particularly strong, heat-resistant, has up to 200x higher electron mobility than copper and experiences minimal resistivity at small scales. The Company’s ALD-based process aims to produce high-quality graphene films directly onto semiconductor wafers at low temperatures, overcoming key barriers that have previously limited graphene’s adoption in chip manufacturing and potentially offers a replacement for industry standard Copper interconnect architectures Extensive Semiconductor Experience Added to the Board Following the strategic acquisition of 2DG, Adisyn has introduced significant semiconductor industry experience to the Board to further drive innovation. On 12 February, Adisyn announced 2DG founder Mr Arye Kohavi formally joined the board as a non-executive director. Mr Kohavi has a successful track record as an entrepreneur and innovator. He was the founder, president & Co-CEO of Water-Gen, which developed water-from-air and air dehumidification technologies and was acquired for a significant amount. The Adisyn Board was further strengthened with the introduction of world-renowned semiconductor industry leader, Mr Kevin Crofton. Initially joining the Company as a director on 14 February, he was subsequently appointed non-executive chairman on 17 March 2025. Mr Crofton brings more than 30 years’ industry experience including at a number of high-profile positions at major semiconductor companies: Lam Research Corporation (Nasdaq: LRCX, US$97B mkt cap), KLA Corporation (Nasdaq: KLAC, US$91B mkt cap), Newport Corporation (acquired for US$980M) and SPTS Technologies (US$500M turnover). Mr Crofton’s contributions extend beyond corporate leadership, including serving as Chair of the industry association, SEMI International, founding the UK’s Compound Semiconductor Applications Catapult and advising Senator Mark Warner on the US CHIPS Act. Additionally, Adisyn welcomed highly credentialled technology entrepreneur Mr Dominic O’Hanlon as a non-executive director on 17 March 2025. Mr O’Hanlon brings extensive knowledge of the Information Technology industry over a career spanning more than 30 years. Dominic has a track record of repeated successes with domestic and global experience through key executive positions focused on growing and commercialising technology businesses, having served as Managing Director and CEO of Rhipe Limited (ASX: RHP) for over seven years. 7 Adisyn Ltd and its controlled entities Directors' report 30 June 2025 Strong Balance Sheet Accelerating Semiconductor Research and Development In January, Adisyn advised the Company had successfully concluded a heavily oversubscribed $10 million placement (before costs), issuing 105,263,158 new fully paid ordinary shares at $0.095 each. Additionally, 20,000,000 unlisted options, exercisable at $0.15 per share and expiring in 36 months, were issued to brokers as part consideration for the placement. Adisyn chairman Mr Kevin Crofton participated in the Placement by subscribing for 800,000 shares. Proceeds from the Placement are being deployed strategically to support the Group’s growth objectives, which include: · Acquisition of Cutting-Edge Equipment · Technological Innovation and Development · Commercialisation and Strategic Partnerships · Operational Readiness · Working Capital and Placement Costs These goals were significantly advanced in March 2025 via the execution of a strategic partnership with Tel Aviv University’s Jan Koum Center for Nanoscience and Nanotechnology (TAU Nano Center), a leading nanotechnology research center driving innovation in nanofabrication, MEMS (MicroElectro-Mechanical Systems), nanomaterials, and traditional semiconductor devices. As part of the agreement, Adisyn has been able to lease specialised equipment from the TAU Nano Center, including the Beneq TFS 200 ALD system (Figure 1), which is essential for the Company’s work in the field of advanced graphene-based interconnect. The Partnership also positions the Group to strengthen its competitive edge in the nanotechnology sector. By working alongside the TAU Nano Center, the Company will have access to a wealth of knowledge and cutting-edge technologies that can be leveraged to accelerate innovation and potentially reduce time to market. Additionally, the collaboration will enable Adisyn to deepen its intellectual property portfolio, as any innovations developed during the partnership will be owned exclusively by the Company. This increases the value of Adisyn’s intellectual property, which is a key asset for the Company’s future growth and commercial success. Figure 1: Beneq TFS 200 ALD system at Tel Aviv University’s Jan Koum Center for Nanoscience and Nanotechnology Post-year end, the Company advised of a major research and development milestone with the completion of installation, commissioning and successful calibration of a newly acquired Beneq TFS 200 ALD (Figure 2) at the Group’s state-of-the-art research facility. 8 Adisyn Ltd and its controlled entities Directors' report 30 June 2025 Figure 2: Successfully commissioned Atomic Layer Deposition system at 2DG lab at Yakum Industrial Park, Israel 2DG has bought and commissioned an ALD with specific benefits, including: · Plasma options for wafer surface treatments and potential introduction of reactive gases that catalyse graphene growth · Semi-automatic Load lock enables room-temperature sample exchange, reducing heating/cooling times. · Reaction chamber suitable for wafer-scale processing: The system features enhanced process control, wider operational temperature thresholds, and significantly higher throughput compared to previously used equipment. These capabilities are essential for advancing the Company’s proprietary low-temperature graphene deposition process, which aims to overcome existing performance barriers in semiconductor interconnects. The commissioning follows the successful completion of a substantial infrastructure upgrade at the 2D Generation facility, including environmental control systems and high-specification electrical works to support the precision demands of ALD-based research. The Group’s new Beneq TFS 200 ALD will operate in tandem with the system located at Tel Aviv University’s Jan Koum Center for Nanoscience and Nanotechnology. Together, the dual-system configuration will allow 2DG to run concurrent testing and accelerate the validation of graphene films across various substrates, layer structures and operating conditions. At the end of the financial year, Adisyn advised the Company’s research efforts had received a further boost via securing total funds of ~A$520,000 and a final grant payment of ~A$100,000 via the Israel Innovation Authority (IIA). 2D Generation received the remaining A$420,000 prior to the Company’s acquisition of 2DG on 9 January 2025. The total grant received by 2D Generation represents 50% of the total R&D expenditure (A$1.04 million) undertaken by 2D Generation from May 2024 to February 2025. The receipt of the final instalment follows a stringent audit process conducted by the IIA which encompassed both technical and financial aspects, validating the Company’s execution and results. The IIA is internationally regarded for its robust due diligence processes and plays a central role in advancing Israel’s leadership in semiconductor and deep-tech innovation. Its support reflects strong confidence in the scientific and commercial potential of Adisyn’s proprietary low-temperature graphene interconnect deposition technology. 9 Adisyn Ltd and its controlled entities Directors' report 30 June 2025 Rationalisation of Legacy Operations In parallel with its strategic pivot, the Group undertook a comprehensive review and rationalisation of its legacy operations. Data Centre Operations: In September 2024, Adisyn successfully negotiated the surrender of its lease for the Bibra Lake data centre in Western Australia. This move simplifies the Group’s service delivery model, with all data centre services now provided via third-party facilities. Existing profitable customers were seamlessly transitioned to alternative Perth-based centres. The lease surrender is expected to deliver annual savings of approximately $350,000 and free up capital for semiconductor initiatives. Divestment of Miner Hosting Assets: The Group identified its cryptocurrency Miner Hosting business as non-core. On 28 January 2025, Adisyn entered into a binding Heads of Agreement (“HoA”) with Metacorp Developments Pty Ltd (“Metacorp”), a private Australian cryptocurrency services provider, for the sale of the physical assets of the Miner Hosting business. In May, the Company successfully completed a transaction under a revised Heads of Agreement. The transaction excluded its Victorian-based assets due to the Victorian leaseholder of the land being unwilling to novate its agreement with the Company to Metacorp. The Victorian assets represent a small, immaterial portion of the Company and Adisyn will continue to work towards its disposal. Post-year end Adisyn completed its strategic business operations overview and initiated further business rationalisation activities. Moving forward, Adisyn will operate across three business units: 2D Generation, Corporate and Adisyn Services – with the final segment streamlined to focus on the provision of certain specialist IT-based Managed Services, such as cyber security and cloud services. Outlook The semiconductor sector represents a compelling long-term growth opportunity for Adisyn, driven by global demand for AI and advanced computing technologies. According to PwC, the AI market is projected to reach $15.7 trillion by 2030, with a compound annual growth rate of 26.4% between 2020 and 2024. The global AI chip market alone is expected to grow from $10.1 billion in 2020 to $253 billion by 2030. With these strong industry tailwinds, Adisyn—through its wholly owned subsidiary 2DG—will continue to advance its graphene-based semiconductor technologies. The Group confirms that during the financial year ended 30 June 2025, it used its cash and assets in a form readily convertible to cash, in a manner consistent with its business objectives. 6. Significant changes in the state of affairs Refer to the review of operations, there were no other significant changes in the state of affairs of the Group during the financial year. 10 Adisyn Ltd and its controlled entities Directors' report 30 June 2025 7. Business risks The Groups risk management framework assesses the key financial and non-financial risks that have the potential, should they occur, to materially impact the Group and its ability to achieve its strategic and operational objectives. The framework is integrated into the daily management of the business to ensure the oversight and management of business risks, with systems and processes implemented to identify risks at an early stage. Further details of the risk management framework and processes are detailed in the Group’s Corporate Governance Statement. Listed below are key risks for the business identified in the risk management framework: Key Customer Relationships The growth of the Group depends in part on increasing the number of its customers, and the number of services offered to those customers. There is a risk that one or more key customers may terminate their contracts early or that, upon expiration of their existing contracts, they may choose not to renew arrangements with Adisyn or that the subsequent terms may be less favourable to Adisyn. Financial Performance The Group requires sufficient cash to guarantee the continuation of its strategic initiatives. The Group may encounter challenges in implementing its strategy along with potential difficulties such as liquidity or financial deficits, from any failings in the planning and implementation of its capital management. Adequate funding is essential for the Group to continue to invest in its products and innovate in the coming years. Failure to secure necessary funding could force the Company to limit operations, materially impacting its activities and challenging continued operation. Technological Developments The Group operates in a competitive industry. Failure to adapt to the latest technological changes in a timely manner could result in reduced customer demand for the products and services which the Group develops. This in turn could result in customer churn, and/or a reduction in revenues and margins. Cyber Security Potential cyber incidents resulting in the Groups data being compromised could negatively impact the operations of the Group and its reputation. Infrastructure Downtime A catastrophic failure or interruption of either the Groups or suppliers cloud platform or data centre could result in the Group not being able to provide access to critical systems for customers. This would lead to the Group being in breach of its service level agreements with customers and the Group would incur contractual liabilities. Ability to source and retain key personnel The Company employs or engages as consultants, a number of key members of its team. Attracting and retaining talent underpins the groups successful delivery of strategic objectives. A shortage in labour and the inability to attract qualified personnel could adversely affect the Group and may impede on its ability to achieve its strategic objectives. 8. Dividends There were no dividends paid, recommended or declared during the current or previous financial year. 9. Matters subsequent to the end of the financial year On 8 September 2025, 2,500,000 performance rights lapsed as the conditions have not been satisfied. No other matter or circumstance has arisen since 30 June 2025 that has significantly affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years. 10. Likely developments and expected results of operations The Group’s principal continuing activities is as a provider of managed technology solutions, primarily serving the SME market. The Group leverages cutting-edge technologies, including artificial intelligence and cybersecurity, to deliver bespoke solutions. Through its wholly owned subsidiary, 2D Generation, Adisyn is advancing graphene-based semiconductor technologies to overcome industry limitations and drive innovation across sectors including AI, telecommunications, and data storage. The Group’s future developments, prospects and business strategies are to continue to develop and commercialise these technologies. 11 Adisyn Ltd and its controlled entities Directors' report 30 June 2025 11. Environmental regulation Adisyn’s operations are not subject to any particular or significant environmental regulation under a law of the Commonwealth or of a State or Territory in Australia. The Group confirms that during the year it has not breached any state, territory or federal environmental regulations. 12. Shares under option Unissued ordinary shares of Adisyn Ltd under option at the date of this report are as follows: Grant date Expiry date Exercise price 26/11/2021 9/10/2024 20/12/2024 09/01/2025 31/01/2025 13/05/2025 20/12/2025 14/11/2027 20/12/2027 09/01/2028 31/01/2028 19/05/2028 $0.600 $0.030 $0.075