ANNUAL
REPORT
2025
ANNUAL REPORT
TABLE OF
CONTENTS
Chairman and CEO Report
04
Review of Operations
08
Directors’ Report
12
Auditor’s Independence Declaration
30
Statement of profit or loss and other
comprehensive income
32
Statement of financial position
33
Statement of changes in equity
34
Statement of cash flows
35
Notes to the financial statements
36
Consolidated entity disclosure statement
74
Directors’ Declaration
75
Independent Auditor’s Report
76
Australian Securities Exchange (ASX)
Additional Information
83
03
AERIS ENVIRONMENTAL LTD
CHAIRMAN
AND CEO
REPORT
Dear Shareholders
During the 2025 year, the Company undertook a material
expansion of its activities via a strategic corporate
joint venture acquiring a majority position in the Aeris
Syncromesh technology and entering further into the
global market for building intelligence.
The Company is well underway on executing its strategic
vision of building an integrated ecosystem of products
and services that directly addresses the accelerating
global demand for energy efficiency and carbon neutrality
solutions.
The momentum building across Aeris’ emerging customer
base has been particularly encouraging. Customer
acquisition spans enterprise to small to medium buildings
(SMB) segments and continues to generate consistently
positive feedback, validating that Aeris’ end-to-end
capability for actionable measurement, verification, and
reporting is fundamentally aligned with evolving market
needs. In parallel, Aeris is working closely with leading
national wholesalers including the Laurence & Hanson /
Sonepar Group, to provide these groups with an attractive
new revenue stream.
Your Company has had considerable success in terms of
its R&D activities with significant upgrades to its specialty
chemicals, leading to material opportunities in key
international markets including China, the Middle East and
The Philippines.
AerisTech: Building the Future Today
FY25 represented a pivotal year for Aeris Syncromesh
ecosystem, with initial sales to high profile enterprise
customers, each of whom recognise the benefits of
adopting the Syncromesh technology as the basis for their
IoT, AI, and sustainability reporting requirements.
The unique value proposition of the Syncromesh
platform, to deliver smart building capabilities without
the disruption and complexity of traditional wired
systems, has resonated strongly with those commercial
property owners embracing digitalisation and investing
in building automation. Aeris Syncromesh wireless-first,
vendor-agnostic approach addresses critical market gaps
while enabling rapid deployment and early return on
investment.
The Company has successfully executed its strategic vision of
building an integrated ecosystem of products and services that
directly addresses the accelerating global demand for energy
efficiency and carbon neutrality solutions.
ANNUAL REPORT
Key to Aeris Syncromesh scalability is the ability to partner
with leading IoT and power monitoring OEM’s, allowing
Aeris to rapidly provide first tier solutions and maintain
open capability with nearly all IoT technologies. This results
in Aeris being able to meet a wide variety of business uses
from energy management to carbon reporting and the
broadest array of controls required in the modern built
environment. These data are provided to the customer on
an intelligent dashboard, generating actionable data, and
billed on a SaaS revenue model.
Importantly, this integrated approach is already
demonstrating the synergistic benefits anticipated. It
is anticipated that Syncromesh deployments will drive
increased adoption of core Aeris consumables and HVAC
solutions, creating deeper, more comprehensive customer
relationships that enhance lifetime value and competitive
positioning.
The commercial property market’s accelerating investment
in building automation systems, combined with
regulatory requirements including the nationwide rating
system for the environmental performance of buildings
(NABERS) compliance and Scope 2 reporting mandates,
has created an unprecedented opportunity landscape.
Aeris Syncromesh ecosystem is also ideally positioned to
capture significant market share with the international
market opportunity estimated at $35bn by 2030.
Core Business Momentum
The core specialty chemicals business has derived
significant benefits from its R&D activity resulting in a
new generation of HVAC corrosion protection products,
environmentally friendly disinfectants for industrial and
commercial applications and a growing range of mould
remediation technologies.
Recent significant purchase orders from large multinational
corporations for Aeris’ enhanced corrosion protection
solutions validate both the Company’s technical
innovation and market positioning. These wins represent
not just revenue opportunities, but strategic endorsements
that strengthen the Company’s competitive moat in key
international markets.
Through increased activities in building intelligence, Aeris
continues to acquire the rights to complementary products
and services which extends its offering and revenue
potential to all its customers both locally and internationally.
05
AERIS ENVIRONMENTAL LTD
Regulatory Alignment and Market
Timing
The timing of the acquisition of Syncromesh has aligned
with evolving regulatory requirements. Enterprise
customers must now meet new IFRS S1 and S2 reporting
standards, particularly targeting Scope 2 disclosures.
Simultaneously, the shift from deemed measurement
systems to verification requirements positions the
Syncromesh platform to maximise improvements and
validate future Australian energy rebate certificate grants.
This regulatory evolution, combined with increasing
sustainability reporting, is accelerating enterprise demand
for comprehensive building intelligence solutions that
deliver measurable outcomes leading to meaningful
energy subsidies.
Global Expansion Strategy
On a global basis, Aeris is proactively and systematically
identifying potential distributors and partners to deliver
solutions into the rapidly expanding international energy
efficiency marketplace. This demand is anticipated to
accelerate significantly over the coming decade, and
Aeris is strategically positioning itself with both platform
capabilities and ecosystem partnerships to drive solutions
that meet diverse customer needs across Australasia and
internationally.
In China, Aeris’ established partnerships with highly
regarded manufacturing and distribution companies have
begun generating initial product shipments. Chinese
regulatory priorities in energy, food safety, and indoor
air quality align directly with the Aeris WOFE expansion
strategy, positioning us to capture substantial market
opportunities as these priorities intensify. Aeris has now
been quality certified and approved as a supplier to one of
the world’s largest beverage groups, with the Company’s
new environmental technologies poised to be rolled out in
their manufacturing operations.
Product Innovation and Market Focus
Aeris’ core products continue to drive revenue
performance, having been reformulated to address
growing market needs in indoor air quality, energy
efficiency, asset protection, and mould remediation.
Aeris’ R&D programme has successfully enhanced both
performance and cost effectiveness across the Company’s
product portfolio, leading to adoption in commercial and
industrial sectors.
These innovations are expected to drive meaningful
growth in Aeris’ high-margin consumables business while
strengthening the integrated value proposition that
differentiates Aeris in competitive markets.
ANNUAL REPORT
Strategic Foundation for Growth
Aeris has now entered the global building intelligence
market with a disruptive Syncromesh capability, allowing
integration with commercially available IoT sensors across
a full spectrum of market applications. This is combined
with a cloud-based data reporting and visualisation
capability that will allow customers to gain valuable
insights into current operations, accelerate decision
making and strengthen reporting capabilities, especially
around energy emissions reductions programmes. The
margins from SaaS revenue stream will have a dramatic
impact on improving the already robust margin profile
which currently exceeds 50%.
Key to scalable growth of the Syncromesh ecosystem
is evolving relationships and partnerships with service
companies including facility managers, electrical
contractors, and systems integrators. In addition, Aeris
has established relationships with electrical wholesalers
that have large portfolios of enterprise customers who are
proactively being targeted by the Company’s partners.
The Company remains strategically focused on balanced
cost containment and sustainable growth while
maintaining active research and development investments
that enhance the market-focused portfolio strategy. This
disciplined approach ensures Aeris can capitalise on
emerging opportunities while maintaining the operational
efficiency required for scalable profitability.
Looking Forward
In summary, Aeris has now entered with what it believes
to be a highly disruptive capability in the global market
to service building intelligence and digitalisation.
Syncromesh is aligned with multiple revenue streams as
well as acting as a driver for the adoption of the Company’s
specialty chemicals in energy efficiency, air quality, and
environmental hygiene.
Aeris is committed to growing shareholder value and
investing in emerging market leadership in the smart
building sector. The Company has successfully restored
gross margins across its entire portfolio and now the focus
is on driving significant growth whilst maintaining an
efficient cost structure.
We welcome the Syncromesh team who are contributing
materially to the new ecosystem and thank the Aeris team
and Board for their efforts and contributions in driving
Aeris to be an emerging leader in this exciting and rapidly
growing market.
We enter the new financial year with confidence in
the Company’s strategic direction, validated market
positioning, and the operational capabilities required to
deliver growing shareholder value.
Maurie Stang
Andrew Just
Chairman
CEO
07
AERIS ENVIRONMENTAL LTD
REVIEW
OF OPERATIONS
Sector outlook
Aeris has successfully executed a transformational
year focused on operational excellence and strategic
positioning for accelerated growth. While core business
revenues remained consistent with the previous year, the
Company achieved significant milestones in establishing
new revenue streams and market positioning. With gross
margins meeting the targeted range of over 50%, Aeris has
demonstrated diligence in meeting profitability metrics
while investing substantially in future growth platforms.
The Company’s growth strategy continues to address the
expanding Scope 1 and 2 carbon reporting requirements
of enterprise clients globally. As regulatory pressure
intensifies and awareness increases for financial reporting
compliance, businesses are increasingly recognising the
substantial costs of inaction. The built sector, responsible
for over one third of global energy consumption, has
emerged as a critical focal point for investment in
energy and carbon reduction initiatives. Aeris is uniquely
positioned with proprietary technologies that directly
address these escalating market demands.
In Australia, legislated government regulatory
requirements mandating energy efficiency reporting
for large entities have created unprecedented market
opportunities. This regulatory shift presents Aeris with
a substantial competitive advantage as enterprises
seek partners capable of delivering comprehensive
measurement, verification, and action capabilities for
carbon footprint reduction.
Aeris’ expanded product portfolio has been strategically
strengthened to address the evolving needs of the energy
efficiency and air quality markets in the built environment,
while simultaneously targeting high-growth market
segments in international markets where the Company’s
proprietary technologies present significant commercial
opportunities.
Financial Performance
Annual revenue for the 2024-2025 financial year was
$3,260,542 (2024: annual revenue $3,166,065). The
Company made a loss before income tax of $4,583,794
compared to a loss before income tax of $3,104,857 in the
prior year. Gross margins were maintained at 51% (2024:
57%), reflecting disciplined cost management despite
ongoing inflationary pressures and strategic investments in
new technology platforms.
The Company’s cash receipts from customers for the
year were $3,123,851 compared to the previous year of
$3,279,229. As at 30 June 2025, Aeris has net liabilities of
$4,116,114 compared to net liabilities of $27,503 on 30
June 2024. Cash on hand at 30 June 2025 was $882,993
compared to $989,791 at 30 June 2024. The net cash used
in operating activities increased by $2,293,973, primarily
reflecting strategic investments in the Aeris Syncromesh
Aeris has successfully executed a transformational year
focused on operational excellence and strategic positioning
for accelerated growth.
ANNUAL REPORT
platform development and market establishment.
Balance sheet movements included an increase in trade
debtors of $492,398.
Heating, Ventilation, Air-Conditioning
and Refrigeration (HVAC&R)
Aeris continues to deliver exceptional value through
its dual proposition of energy efficiency and enhanced
indoor air quality (IAQ) via the Company’s comprehensive
HVAC&R product and service portfolio. FY25 represented
a pivotal year with successful implementations for
multiple enterprises, demonstrating measurable energy
savings and IAQ improvements across diverse commercial
environments. Aeris’ expanded technology portfolio,
enhanced through strategic distribution agreements
for key IAQ technologies, has generated considerable
market traction. The Company continues to evaluate
complementary technology additions that align with its
comprehensive building intelligence strategy.
Aeris Syncromesh technology is an innovative software
platform that has progressed significantly, positioning
Aeris to revolutionise measurement and management
capabilities across HVAC&R systems. This integrated
approach enables end-to-end solutions for commercial
buildings, spanning initial energy and IAQ assessment
through to implementation of sustainable environmental
improvement programmes that deliver measurable carbon
emissions performance enhancement.
This integrated solution directly addresses the evolving
landscape of energy rebate schemes and increasingly
stringent financial reporting requirements. As these
requirements become fundamental business priorities, the
demand for reliable measurement, verification, and action
on carbon emissions will accelerate. Aeris’ agile and cost-
effective HVAC&R solutions are positioned as core enablers
for achieving essential sustainability and carbon outcomes,
with pilot studies consistently documenting substantial
energy savings and IAQ improvements.
Aeris Syncromesh: Building
Intelligence Revolution
FY25 marked a transformational year for Aeris Syncromesh,
its building intelligence solution focused on delivering
scalable wireless IoT solutions for commercial, industrial,
and government buildings. Following the successful
development and testing phases, Aeris Syncromesh has
commenced commercial operations employing its flagship
platform—a secure, vendor-agnostic IoT ecosystem
specifically optimised for retrofitting existing buildings
without disruption.
09
AERIS ENVIRONMENTAL LTD
The commercial property market’s accelerating embrace of
digitalisation and building automation systems has created
substantial opportunities for Aeris’ innovative approach.
The wireless-first Syncromesh technology addresses critical
market gaps by enabling rapid deployment without the
complexity and cost associated with traditional wired
building management systems.
During FY25, Aeris Syncromesh achieved several critical
milestones including successful pilot deployments
with major enterprise clients across QSR, commercial
real estate, and industrial sectors. These initial
implementations have validated Aeris’ value proposition
of delivering smart building capabilities with minimal
disruption and rapid return on investment. The
Syncromesh dashboard has demonstrated positive
user adoption, providing real-time visibility, compliance
reporting, and automation capabilities that directly
support customers’ sustainability objectives.
The total addressable market for Aeris Syncromesh in
Australia alone was projected at $2.16 billion in 2024,
expanding to $3.15 billion by 2030. Aeris’ phased market
approach, targeting high-impact verticals including quick-
service restaurants, commercial real estate, and industrial
facilities, positions it to capture significant market share as
enterprises prioritise building intelligence investments.
Specialty Services and Products
Aeris’ R&D efforts have yielded innovations that address
long-standing market limitations. Field trials of new
chemistry formulations have generated positive feedback
from commercial partners in the food and beverage
industry, validating the approach to superior remediation
capabilities while delivering enhanced environmental
safety profiles.
The planned launch of next-generation products in this
category represents a significant advancement over
legacy technologies, addressing both performance
and occupational health and safety and environmental
concerns that have historically challenged this customer
base. These innovations complement the Company’s
existing product portfolio and strengthen Aeris’ position in
this growing market segment.
Aeris’ Queensland-based mould remediation specialist team
has continued building market leadership, serving prestigious
clients including multiple government departments. This
service offering has demonstrated consistent growth while
opening adjacent market opportunities in indoor air quality
and surface hygiene applications.
Aeris’ corrosion protection product range achieved
significant progress during FY25, with successful
development of major enhancements to maintain its
market-leading position. Working in partnership with
key international customers to address specific technical
challenges has resulted in innovations expected to
deliver strong performance across multiple international
markets. Recent purchase orders from large multinational
corporations validate both the technical superiority and
commercial viability of the enhanced offerings, and strong
growth is forecast for this product range in the coming year.
International Markets
Aeris has maintained strategic focus on high-potential
international markets, with particular emphasis on
opportunities in China, the UAE, and the United States. In
China, substantial progress has been achieved through direct
pilots with global manufacturers in the food and beverage
industry. Aeris’ market-specific chemical formulations,
developed to address unique Chinese market requirements,
have generated positive responses in these enterprise pilots,
ANNUAL REPORT
creating a robust sales pipeline for the coming year.
The US market has demonstrated significant potential
for the new Aeris Syncromesh solutions offering, with
the first channel partner H4 Enterprises secured and
placing repeat orders. An estimated 60% of commercial
properties in the USA currently have no digital system, so
for those companies making the transition there is a strong
opportunity for Aeris Syncromesh disruptive technology,
which is cost-effective to deploy, scalable across sites and
flexible due to its vendor agnostic approach.
Aeris’ international distributor and channel partner
network has expanded, leveraging its broadened
technology portfolio across key global markets. Emerging
partnerships feature companies with extensive established
customer bases actively seeking integrated solutions that
the Company’s comprehensive ecosystem can now deliver
through highly competitive packages.
Australia
The Australian market strategy centres on addressing the
comprehensive sustainability needs of enterprise clients
while supporting the critical transition from carbon offset
purchasing to demonstrable energy and carbon reduction.
Aeris is leveraging extensive domain expertise to help
customers navigate the evolving regulatory landscape that
increasingly favours direct operational improvements over
offset credit purchases.
The Aeris Syncromesh initiative has been positioned to
deliver integrated expertise spanning energy trading
certificates, measurement and verification, and advanced
technologies for energy efficiency and environmental
hygiene. This comprehensive approach aligns with
emerging regulatory requirements and enterprise
sustainability commitments.
Product range expansion through R&D and strategic
distribution agreements has significantly increased the
value Aeris delivers to customers. Aeris’ solutions now
provide real-time energy and air quality monitoring
capabilities that directly contribute to carbon emission
reductions and healthy building certifications,
addressing multiple compliance and performance
objectives simultaneously.
Summary
Aeris has successfully executed the foundational phase of
its growth strategy by establishing operational excellence,
state-of-the-art technology platforms, and targeted
market positioning. The Company is making substantial
investments in technologies, partnerships, and product
development that position it for accelerated growth.
The integration of Aeris Syncromesh represents a
transformational addition to the Company’s portfolio,
generating growing engagement and demand from
a diverse cross-section of enterprise customers and
channel partners. Aeris’ development programme and
investment strategy aim to extend its capabilities from
custom enterprise solutions to comprehensive “off-the-
shelf” product portfolios that enable partners throughout
international markets to address their customers’ evolving
needs profitably and at scale.
Success metrics will continue to focus on sustainable
growth to deliver enhanced shareholder value and to
contribute to Aeris’ customers’ and partners’ sustainability
outcomes through more efficient environments in
buildings. The expanding portfolio of patent-protected
products and technologies strengthens Aeris’ strategic
position in this rapidly growing global market.
The next phase of Aeris’ growth strategy emphasises
expanding value delivery to its SME and enterprise
customers while advancing up the value chain through
deeper partnerships focused on carbon emission goal
achievement. The Company anticipates accelerating
demand from customers seeking comprehensive
support for regulatory reporting obligations and baseline
energy performance improvements. Aeris is strategically
positioned to address these challenges through our
integrated, holistic approach and a proven innovative
technology platform.
With strong market momentum building across the core
international business, validated through recent significant
purchase orders, and Aeris Syncromesh demonstrating
compelling market traction with multiple large enterprise
initial deployments, Aeris enters FY26 with a significant
opportunity for accelerated growth and market leadership
in the expanding building intelligence and environmental
solutions sectors.
11
AERIS ENVIRONMENTAL LTD
DIRECTORS’
REPORT
Aeris has successfully executed the
foundational phase of its growth strategy
by establishing operational excellence,
state-of-the-art technology platforms,
and targeted market positioning.
The Directors of Aeris Environmental Ltd submit herewith
the Annual Report for the financial year ended 30 June
2025. In order to comply with the provisions of the
Corporations Act 2001, the Directors’ Report is as follows:
Directors
The Directors of Aeris Environmental Ltd at the date of this
report are:
Maurie Stang
Non-Executive Director
and Chairman
Steven Kritzler
Non-Executive Director
Abbie Widin
Non-Executive Director
Jenny Harry
Non-Executive Director
All Directors served on the Board for the period 1 July 2024
to 30 June 2025.
DIRECTORS’ REPORT
13
AERIS ENVIRONMENTAL LTD
The names and details of the Directors, Chief Executive
Officer and Company Secretary of Aeris Environmental Ltd
during the whole of the financial year and up to the date
of this report, unless otherwise stated:
Maurie Stang
NON-EXECUTIVE DIRECTOR AND CHAIRMAN
Mr Stang has more than four decades of experience
building and managing companies in the healthcare and
biotechnology industry in Australia and internationally. His
strong business development and marketing skills have
resulted in the successful commercialisation of intellectual
property across global markets. Mr Stang has been the
Executive Chairman of unlisted company Lumitron
Technologies Inc. since 2016.
Director since: 24 July 2002 - appointed Chairman in 2002
Directorship of other listed companies held in the
last three years: Non-Executive Director of Nanosonics
Limited (ASX:NAN) until 18 November 2022 and Non-
Executive Deputy Chairman of Vectus Biosystems Limited
(ASX:VBS) since December 2005.
Steven Kritzler
NON-EXECUTIVE DIRECTOR
Mr Kritzler (M.Sc from the UNSW in the field of Polymer
Chemistry) holds a number of international patents. He is
the Technical Director of Novapharm Research (Australia)
Pty Ltd. Mr Kritzler has over 40 years of experience in
commercial R&D in the areas of pharmaceutical, medical,
cosmetic and speciality industrial products. Under his
technical direction, Novapharm Research has become a
world-leader in infection control science.
Director since: 24 July 2002
Directorship of other listed companies held in the
last three years: None
Abbie Widin
NON-EXECUTIVE DIRECTOR
Dr Widin (PhD, GAICD) has more than 20 years’ executive
and board experience across consumer goods, consulting,
robotics and AI. She has held senior international roles
with Procter & Gamble in Europe and Australia, and with
Kellogg in Asia Pacific. Dr Widin is also the founder and
CEO of a robotics and AI proptech business, with a focus
on commercialisation and data stewardship in regulated
sectors. She is currently a Non-Executive Director of the
Agricultural Business Research Institute (ABRI). Dr Widin
brings expertise in governance, commercialisation of new
technologies and IP, capital raising, and go-to-market
strategy. She holds a PhD (Univ. Sydney) and a Diploma of
Business Administration (AGSM), and is a Graduate of the
Australian Institute of Company Directors.
Director since: 2 March 2021
Directorship of other listed companies held in the
last three years: None
Jenny Harry
NON-EXECUTIVE DIRECTOR
Dr Harry (PhD GAICD) is a graduate of the Harvard Business
School General Manager Program and the Australian
Institute of Company Directors. She co-founded Proteome
Systems Limited with the team who pioneered the
scientific field of proteomics, and commercialised a suite of
disruptive technologies in Australia, the USA and Japan. Dr
Harry has 25 years’ experience in executive management
of companies in the biotechnology, diagnostic and
biopharmaceutical sectors, and is an accomplished
CEO in leading early-stage companies to commercialise
innovative products. She is an experienced Independent
Director on the Boards of listed and unlisted companies,
and is currently a Non-Executive Director of unlisted
company Lumitron Technologies Inc.
Director since: 21 April 2021
Directorship of other listed companies held in the
last three years: Non-Executive Director of Neuren
Pharmaceuticals Limited (ASX:NEU) since 7 July 2018 and
Non-Executive Director of Genetic Signatures Limited
(ASX:GSS) since 1 October 2024.
DIRECTORS’ REPORT
Andrew Just
CHIEF EXECUTIVE OFFICER
Mr Just (B.Ec, H.Ec, MBA, GAICD) was formerly the Regional
Director Asia Pacific for Radiometer, a Danaher Company.
He has 30 years’ global experience in delivering growth
and scale competencies with leading Fortune 500
companies, including GE Healthcare, Danaher, Stryker, and
Cochlear. Andrew has held a variety of senior leadership
roles across diverse business functions, with expertise
in sales and marketing, performance management,
commercial transactions, and operations in both
turnaround and growth environments.
Appointed: 28 March 2022
Directorship of listed companies held in the last
three years: Non-Executive Director of Singular Health
Group (ASX: SHG) since March 2021.
Robert Waring
COMPANY SECRETARY
Mr Waring (B.Ec, CA, FCIS, FFin, FAICD) has over 50 years
of experience in financial and corporate roles, including
over 30 years in company secretarial roles for ASX-listed
companies and over 20 years as a Director of ASX-listed
companies. He has over 30 years of experience in industry
and, prior to that, spent nine years with an international
firm of chartered accountants. Mr Waring is a director
of Oakhill Hamilton Pty Ltd, which provides company
secretarial and corporate advisory services to a range of
listed and unlisted companies.
Appointed: 25 July 2002
Mr Waring is also the Company Secretary of ASX-listed
companies Vectus Biosystems Limited (ASX:VBS) and Xref
Limited (ASX:XF1).
SHARE
REGISTRY
Computershare
Investor Services Pty Limited
Yarra Falls, 452 Johnston Street,
Abbotsford VIC 3067 Australia
GPO Box 2975, Melbourne VIC 3001
Telephone: 1300 850 505 (within Australia)
Telephone: +61 3 9415 4000 (outside Australia)
Facsimile: +61 3 9473 2500
Website: www.computershare.com
Investor Link: www.investorcentre.com/au
15
AERIS ENVIRONMENTAL LTD
DIRECTORS’
MEETINGS
The following table sets out the number of Directors’ meetings and Committee meetings held during the financial year and
the number of meetings attended by each Director.
Board of Directors
Audit and Risk
Committee
Corporate
Governance
Committee
Remuneration
and Nomination
Committee
NUMBER OF MEETINGS HELD
10
3
1
-
Directors and their attendance
Maurie Stang
10
3
1
-
Steven Kritzler
9
-
-
-
Abbie Widin
10
-
-
-
Jenny Harry
10
3
1
-
Committee Membership
As at the date of this Report, the Company had an Audit
and Risk Committee, a Corporate Governance Committee,
and a Remuneration and Nomination Committee.
Members acting on the Committees of the Board during
the financial year are:
Audit and Risk Committee
Jenny Harry (Chair) and Maurie Stang
Corporate Governance Committee
Jenny Harry (Chair) and Maurie Stang
Remuneration and Nomination Committee
Jenny Harry (Chair) and Maurie Stang
In addition, the Board has a Disclosure Committee, a
Related Parties Committee and an Innovation Sub-
Committee, which met as and when required. A strategy
meeting was also held during the financial year.
Principal activities
The principal activities of the consolidated entity during
the course of the financial year were:
•
research, development, commercialisation of
proprietary technologies and global distribution of
HVAC/R Hygiene, anti-corrosion and disinfectant
products;
•
provision of HVAC/R Hygiene and Remediation
Technology, Indoor Air Quality and Corrosion
Protection services.
There is no significant change in the nature of activities
performed by the Company during the financial year.
DIRECTORS’ REPORT
Dividends
The Directors do not recommend the payment of a
dividend in respect of the year ended 30 June 2025 (2024:
Nil). No dividends have been paid or declared since the
start of the financial year.
Significant changes in the
state of affairs
There have been no significant changes in the state of
affairs of the Group.
Significant events after the
balance date
There have been no matters or circumstances, which have
arisen since 30 June 2025 that have significantly affected
or may significantly affect:
(a) the operations, in financial years subsequent to 30
June 2025, of the consolidated entity; or
(b) the results of those operations;
(c) the state of affairs; in the financial years subsequent to
30 June 2025, of the consolidated entity.
Likely developments and expected
results of operations
Disclosure of information other than that disclosed
elsewhere in this Report regarding likely developments in
the operations of the consolidated entity in future financial
years and the expected results of those operations is likely
to result in unreasonable prejudice to the consolidated
entity. Accordingly, this information has not been disclosed
in this Report.
Environmental regulations
The economic entity is not subject to any significant
environmental Commonwealth or State regulation in
respect of its operating activities.
REVIEW OF
OPERATIONS
The results of the operations of the consolidated entity during the financial year were as follows:
2025
$
2024
$
Change
$
Change
%
Income
3,260,541
3,166,066
94,475
2.98
Expenses
(7,844,335)
(6,270,923)
(1,573,412)
(25.09)
Income tax benefit
461,536
131,907
329,629
249.90
Loss after income tax
(4,122,258)
(2,972,950)
(1,149,308)
(38.66)
The Company’s Review of Operations commences on page 8 of this report.
17
AERIS ENVIRONMENTAL LTD
Indemnification of Officers
and Auditors
Indemnification
The Company has a Deed of Access and Indemnity with
each of its Directors, by which the Company indemnifies
each Director in relation to any liability incurred as a result
of being a Director of the Company except where there is
lack of good faith.
During or since the financial year, the Company has agreed
to indemnify the Auditor UHY Haines Norton, to the extent
permitted by law.
Insurance premiums
During the financial year, the Company paid a premium
in respect of a contract to insure its Directors and
executives against a liability to the extent permitted by
the Corporations Act 2001. The contract of insurance
prohibits disclosure of the nature of liability and the
amount of the premium.
During the financial year, the Company has not paid a
premium in respect of a contract to insure the Auditor of
the Company.
Proceedings on behalf of the company
No person has applied for leave of Court to bring
proceedings on behalf of the Company or to intervene in
any proceedings to which the Company is a party for the
purpose of taking responsibility on behalf of the Company
for all or part of those proceedings.
The Company was not a party to any such proceedings
during the financial year.
DIRECTORS’ REPORT
Non-audit services
There were no non-audit services provided during the
financial year by the auditor.
Officers of the company who are
former audit partners of UHY Haines
Norton
There are no Officers of the Company who are former audit
partners of UHY Haines Norton.
Auditors
UHY Haines Norton continues in office in accordance with
section 327 of the Corporations Act 2001.
Auditor’s independence declaration
The Auditor’s Declaration of Independence for the year
ended 30 June 2025 is on page 30.
Corporate Governance
Aeris Environmental Ltd’s Corporate Governance
Statement and ASX Appendix 4G are released to ASX
on the same day the Annual Report is released. The
Company’s Corporate Governance Statement, and its
Corporate Governance Compliance Manual, can be found
on the Company’s website at:
https://www.aeris.com.au/investors
DIRECTORS’
INTERESTS
Equity holdings
Ordinary shares
Rights over ordinary shares
Maurie Stang
32,088,487
-
Steven Kritzler
21,919,452
-
54,007,939
-
Particulars of options or rights granted over unissued shares
2025
2024
Number of options or rights on issue over unissued ordinary shares
600,000
650,000
Shares issued in the period as the result of the exercise of options or rights
50,000
50,000
650,000
700,000
Full details of options or rights on issue are shown in note 24 and 25.
19
AERIS ENVIRONMENTAL LTD
REMUNERATION
REPORT (AUDITED)
Key Management Personnel (KMP)
The KMP of the Company comprise the Directors and
Chief Executive Officer only, as follows:
Non-Executive Directors
The Directors of Aeris Environmental Ltd at the date of this
report are:
•
Maurie Stang
•
Steven Kritzler
•
Abbie Widin
•
Jenny Harry
Executive
Andrew Just (Chief Executive Officer)
PRINCIPLES USED
TO DETERMINE THE
NATURE AND AMOUNT
OF REMUNERATION
Remuneration policies
Details of Aeris’ remuneration policies and practices,
together with details of Directors’ and Executives’
remuneration, are as follows:
a) Overview of remuneration structure
The objective of the Company’s executive reward
framework is to ensure that reward for performance is
competitive and appropriate for the results delivered.
Processes have been established to ensure that the levels
of compensation and remuneration are sufficient and
reasonable, and explicitly linked to the achievement of
personal and corporate objectives. The short and long-
term incentive plans are specifically aligned to shareholder
interests. Aeris’ Remuneration and Nomination Committee
advises the Board on remuneration policies and practices
generally, and makes specific recommendations on
remuneration packages and other terms of employment
for staff, including Directors, the Company Secretary
and senior managers of the Company. The Committee
has access to the advice of independent remuneration
consultants to ensure the remuneration and incentive
schemes are consistent with its philosophy as well as
current market practices, however no external report was
received in the financial year.
b) Non-Executive Directors
Total compensation for all Non-Executive Directors
was approved at the Company’s 2014 Annual General
Meeting (AGM) at $300,000 per annum. A Resolution
was approved at the AGM held on 27 January 2022 to
increase the limit of Directors’ Fees by $150,000. The
increase provides some headroom in the future for an
increase in the rate of Directors’ fees and to enable Aeris
to appoint additional Directors as the Company grows. It
is noted that Directors’ Fees were paid for the first time in
the 2020-21 financial year for two Directors who have not
been compensated with Directors’ Fees since the 2002
IPO. Amounts paid to Directors were determined in earlier
years in conjunction with advice from external advisors
in reference to fees paid to Non-Executive Directors of
comparable companies. No external report was received
in the 2025 financial year. The base fee for the Chairman
is $90,000 per annum and, for other Non-Executive
Directors $60,000 per annum. Directors’ Fees will cover
all main Board activities and membership of Committees
of the Board. This may be re-assessed if Directors sit on
more than one Committee. From 1st January 2023, in
addition to the Non-Executive Director fee, Jenny Harry
was remunerated $12,000 for duties performed as Chair
of the following Committees: Audit and Risk Committee,
Corporate Governance Committee and Remuneration and
Nomination Committee. Abbie Widin was remunerated
$4,000 for duties performed as Chair of the Related
Parties Committee. While it is recognised that various
organisations recommend that Non-Executive Directors
do not receive performance-related compensation, in the
case of Aeris Environmental Ltd, because it is at a relatively
early stage of commercialising its technologies, and wishes
DIRECTORS’ REPORT
to minimise its cash outgoings, it has in the past, and plans
in the future to, partially remunerate its Non-Executive
Directors with options, as detailed in the Remuneration
Report. There are no retirement benefits provided to Non-
Executive Directors, apart from statutory superannuation.
c) Executives
The objective of Aeris’ executive reward system is to
ensure that remuneration for performance is competitive
and appropriate for the results delivered. Executive pay
structures include a base salary and superannuation. In
addition, executives and senior managers can participate
in the Employee Share Option Plan. In November 2024
the Remuneration Committee met and approved a
remuneration review for Executive Andrew Just, his
first remuneration review since joining the Company
in 2022. Mr Just was given a salary increase from
$275,000 per annum to $300,000 per annum, excluding
superannuation. Mr Just also received an allocation of
250,000 Aeris Ordinary shares for nil consideration which
were issued to him on 7 January 2025.
d) Short-term incentives (STI)
During the financial year ended 30 June 2025 no amounts
were paid to KMPs as STIs. The STI arrangement is
reviewed annually by the Board.
e) Long-term incentives (LTI)
The LTI provide an annual opportunity for selected
executives to receive awards in cash and equity. The equity
portion, being performance rights, vest over three years and
is intended to align a significant portion of an executive’s
overall remuneration to shareholder value over a longer
term. Equity grants are subject to performance conditions
(revenue and / or earnings per share) and are tested against
the performance hurdles set at the end of three financial
years. If performance hurdles are not met at the vesting
date, the rights and options lapse. In addition, performance
rights and options will only vest if the executive KMP
member remains in continuous employment with Aeris in
their current or equivalent position from the date of grant
to the respective vesting date of each grant.
During the financial year ended 30 June 2025 no amounts
were paid as LTIs to KMPs.
f) Share-based compensation
In October 2014, the Board established an Employee
Incentive Plan (EIP). The EIP was approved by shareholders
at the Annual General Meeting (AGM) held on 27
November 2014 and was re-approved by shareholders at
the AGM held on 29 November 2018 and 27 January 2022.
The terms where options or shares issued under the EIP
normally have the following conditions:
•
Vesting
33.3% vest on the first anniversary of grant of options
or performance rights,
33.3% vest on the second anniversary of grant of
options or performance rights; and
33.4% vest on the third anniversary of grant of options
or performance rights.
•
The contractual life of the options or performance
rights issued ranges from three to five years.
•
The exercise price determined in accordance with
the Rules of the EIP is determined by the Board when
the performance of staff and contractors is evaluated
following a recommendation of the Remuneration
and Nomination Committee, normally with external
remuneration adviser assistance. The option exercise
price will normally be based on the volume weighted
average price (VWAP) of the Company’s shares for the
20 trading days prior to the offer.
•
Each option or performance right is convertible into
one fully paid ordinary share.
•
All options or performance rights expire on the
earlier of their expiry date or 90 days after voluntary
termination of the participant’s employment, with a
Board discretion in special circumstances.
•
There are no voting or dividend rights attached to
options or performance rights. There are no voting
rights attached to the unissued ordinary shares.
Voting rights will be attached to the ordinary shares,
which will be issued when the options have been
exercised or when the performance rights have been
converted into fully paid ordinary shares.
•
The options or performance rights issued are on an
equity-settled basis. There are no cash settlement
alternatives.
21
AERIS ENVIRONMENTAL LTD
EQUITY HOLDINGS
TRANSACTIONS
The movement during the reporting period in the number of ordinary shares in Aeris Environmental Ltd held directly,
indirectly or beneficially by each specified Director and Executive, including their personally related entities, are as follows:
2025 Ordinary shares
Balance at
the start of
the year
Received
as part of
remuneration
Additions
Disposals/
other
Balance at
the end of
the year
SPECIFIED DIRECTORS
Maurie Stang
32,088,487
-
-
-
32,088,487
Steven Kritzler
21,919,452
-
-
-
21,919,452
Abbie Widin
-
-
-
-
-
Jenny Harry
-
-
-
-
-
54,007,939
-
-
-
54,007,939
SPECIFIED EXECUTIVES
Andrew Just
-
250,000
-
-
250,000
-
250,000
-
-
250,000
54,007,939
250,000
-
-
54,257,939
2024 Ordinary shares
Balance at
the start of
the year
Received
as part of
remuneration
Additions
Disposals/
other
Balance at
the end of
the year
SPECIFIED DIRECTORS
Maurie Stang
23,698,288
-
-
-
23,698,288
Steven Kritzler
11,252,785
-
-
-
11,252,785
Abbie Widin
-
-
-
-
-
Jenny Harry
-
-
-
-
-
34,951,073
-
-
-
34,951,073
SPECIFIED EXECUTIVES
Andrew Just
-
-
-
-
-
-
-
-
-
-
34,951,073
-
-
-
34,951,073
DIRECTORS’ REPORT
2025 Options and rights
Balance at
start of the
period
Granted
Exercised
Expired/
forfeited/
other
Balance at
the end of
the year
SPECIFIED DIRECTORS
Maurie Stang
-
-
-
-
-
Steven Kritzler
-
-
-
-
-
Abbie Widin
-
-
-
-
-
Jenny Harry
-
-
-
-
-
-
-
-
-
-
SPECIFIED EXECUTIVES
Andrew Just
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2024 Options and rights
Balance at
start of the
period
Granted
Exercised
Expired/
forfeited/
other
Balance at
the end of
the year
SPECIFIED DIRECTORS
Maurie Stang
-
-
-
-
-
Steven Kritzler
-
-
-
-
-
Abbie Widin
-
-
-
-
-
Jenny Harry
-
-
-
-
-
-
-
-
-
-
SPECIFIED EXECUTIVES
Andrew Just
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
23
AERIS ENVIRONMENTAL LTD
TRANSACTIONS WITH DIRECTORS
AND DIRECTOR RELATED ENTITIES
A number of specified Directors, or their personally-related entities, hold positions in other entities that result in them having
control or significant influence over the financial or operating policies of those entities. A number of these entities transacted
with the Company in the reporting period. The terms and conditions of those transactions were no more favourable than
those available, or which might reasonably be expected to be available, on similar transactions to unrelated entities on an
arms-length basis. Details of these transactions are as follows.
There were no options over ordinary shares issued to directors and other key management personnel as part of
compensation that were outstanding at 30 June 2025.
Regional Corporate Services Pty Ltd
2025
$
2024
$
The company and its controlled entities incur cost for services provided by Regional
Corporate Services Pty Ltd
-
-
Office and administration expenses
147,631
118,911
Insurance expenses
27,104
2,464
Rent
25,770
24,898
Distribution expenses
125,121
81,032
Corporate services
374,261
330,840
The company and its controlled entities provided services and sold products to Regional
Corporate Services Pty Ltd
64,056
14,486
Mr M Stang is a Director and Shareholder of Regional Corporate Services Pty Ltd
Novapharm Research (Australia) Pty Ltd
2025
$
2024
$
The Company and its controlled entities incur expenses for services provided by
Novapharm Research (Australia) Pty Ltd
Research and development
205,613
102,734
Patent and other expenses
27,737
8,701
The Company and its controlled entities transacted with Novapharm Research (Australia)
Pty Ltd and invoiced them for providing supply chain functions
31,348
21,448
Mr M Stang and S Kritzler are Directors and Shareholders of Novapharm Research
(Australia) Pty Ltd
Ramlist Pty Ltd
2025
$
2024
$
The Company and its controlled entities incur expenses for rent and utility outgoings to
Ramlist Pty Ltd
-
14,923
Mr M Stang is a Director and Shareholder of Ramlist Pty Ltd
DIRECTORS’ REPORT
Teknik Lighting Solutions Pty Ltd
2025
$
2024
$
The Company and its controlled entities incur expenses for marketing and other
operational services to Teknik Lighting Solutions Pty Ltd
-
1,196
The Company and its controlled entities transacted with Teknik Lighting Solutions Pty
Ltd and invoiced them for administrative charges
-
376
Mr M Stang is a Shareholder of Teknik Lighting Solutions Pty Ltd
Enviroguard Technologies Pty Ltd
2025
$
2024
$
The Company and its controlled entities purchased products from Enviroguard
Technologies Pty Ltd
85,034
110,971
Mr M Stang is a Director of Enviroguard Technologies Pty Ltd
Mr S Kritzler has an indirect beneficial interest in EnviroGuard Technologies Pty Ltd
through a trust
Loan balance outstanding at the end of the period
2025
$
2024
$
Maurie Stang
2,028,922
168,625
Steve Kritzler
1,042,931
-
Mr M Stang is Non-Executive Director and Chairman of Aeris Environmental Ltd
Mr S Kritzler is Non-Executive Director of Aeris Environmental Ltd
Outstanding balances payable from purchase of services
2025
$
2024
$
Regional Corporate Services Pty Ltd
66,916
45,237
Novapharm Research (Australia) Pty Ltd
-
63,693
Enviroguard Technologies Pty Ltd
-
5,935
Outstanding balances receivable for sales and
services provided
2025
$
2024
$
Regional Corporate Services Pty Ltd
57,736
-
Novapharm Research (Australia) Pty Ltd
2,681
-
25
AERIS ENVIRONMENTAL LTD
DETAILS OF
REMUNERATION
Equity holdings transactions
The movement during the reporting period in the number of ordinary shares in Aeris Environmental Ltd held directly,
indirectly or beneficially by each specified Director and Executive, including their personally-related entities, are as follows:
Amounts of remuneration
Details of the remuneration of key management personnel of the consolidated entity are set out in the following tables.
Short-term benefits
Post-
employment
benefits
Termination
payments
Equity based
benefits
2025
Salary and
Directors’
fees
$
STI Cash
bonus
$
Non-
monetary
benefits
$
Super-
annuation
$
$
Shares
$
Options
and
rights
(Note (ii))
$
Total
$
NON-EXECUTIVE DIRECTORS:
Maurie Stang
81,081
-
-
8,919
-
-
-
90,000
Steven Kritzler
53,812
-
-
6,188
-
-
-
60,000
Abbie Widin
57,399
-
-
6,601
-
-
-
64,000
Jenny Harry
64,574
-
-
7,426
-
-
-
72,000
Executives
(Note i)
Andrew Just
291,731
-
-
29,562
-
21,000
-
342,293
548,597
-
-
58,696
-
21,000
-
628,293
DIRECTORS’ REPORT
Short-term benefits
Post-
employment
benefits
Termination
payments
Equity based
benefits
2024
Salary and
Directors’
fees
$
STI Cash
bonus
$
Non-
monetary
benefits
$
Super-
annuation
$
$
Shares
$
Options
and
rights
(Note (ii))
$
Total
$
NON-EXECUTIVE DIRECTORS:
Maurie Stang
81,448
-
-
8,552
-
-
-
90,000
Steven Kritzler
54,054
-
-
5,946
-
-
-
60,000
Abbie Widin
57,658
-
-
6,342
-
-
-
64,000
Jenny Harry
64,865
-
-
7,135
-
-
-
72,000
Executives
(Note i)
Andrew Just
275,000
-
-
27,399
-
-
-
302,399
533,025
-
-
55,374
-
-
-
588,399
i)
“Executive Officers” are officers who are or were involved in, concerned in, or who take part in, the management of the
affairs of Aeris and/or related bodies corporate.
ii) The fair value of the options is calculated at the date of grant using a Black-Scholes model and allocated to each
reporting period evenly over the period from grant data to vesting date. The value disclosed is the portion of the fair
value of the options allocated to this reporting period. In valuing the options, market conditions have been taken into
account in both the current and prior periods. Comparative information was not restate as market conditions were
already included in the valuation.
27
AERIS ENVIRONMENTAL LTD
EXECUTIVE
EMPLOYMENT
Chief Executive Officer (CEO)
The following sets out the key terms of employment for the CEO, Andrew Just
Term:
Continuous employment until notice is given by either party
Fixed remuneration:
$321,293 inclusive of superannuation
This fixed remuneration is reviewed annually.
Notice period:
To terminate his employment, Mr Just is required to provide Aeris with 6 months
written notice. Aeris must provide 6 months written notice.
Resignation or termination:
On resignation, unless the Board determines otherwise:
All unvested short term or long-term benefits are forfeited.
All vested but unexercised benefits are forfeited 90 days following cessation of
employment.
Statutory entitlements:
Annual leave applies in all cases of separation. Long Service applies unless Mr Just’s
service is under 10 years and he is dismissed for misconduct.
Termination for serious misconduct: Aeris may immediately terminate employment at any time in the case of serious
misconduct and Mr Just will only be entitled to payment of fixed remuneration until
the termination date. Such termination will result in all unvested benefits being
forfeited. Treatment of any vested but unexercised benefits will be at the discretion of
the Board.
Post-Termination Restraint of Trade:
For a period of 12 months or, if that period is unreasonable, 6 months after the
termination of employment, Mr Just must not, in the area of New South Wales or, if
that area is unreasonable, the half of New South Wales closest to the Company’s place
of business where the CEO last worked for the Company:
(i)
solicit, canvas, approach or accept any approach from any person who was at
any time during his time with the Company a client of the Company in that part
or parts of the business carried on by the Company in which he was employed
with a view to obtaining the custom of that person in a business that is the same
or similar to the business conducted by the Company; or
(ii)
interfere with the relationship between the Company and its customers,
employees or suppliers; or
(iii) induce or assist in the inducement of any employee of the Company to leave
their employment.
There are no contracts to which a Director is a party under which a Director is entitled to benefit other than as disclosed
above and note 31 to the financial statements.
DIRECTORS’ REPORT
Link between remuneration and performance
The table shows measures of the Group’s financial performance over the last five years as required by the Corporations
Act 2001. However, these are not necessarily consistent with the measures used in determining the variable amounts of
remuneration to be awarded to KMP. As a consequence, there may not always be a direct correlation between the statutory
key performance measures and the variable remuneration awarded.
2025
$
2024
$
2023
$
2022
$
2021
$
Profit (Loss) for the year attributable to owners of
Aeris Environmental Ltd
(3,869,302)
(2,972,950)
(3,653,743)
(7,130,427)
(5,867,178)
Basic earnings per share (cents)
(1.57)
(1.21)
(1.49)
(2.92)
(2.41)
Increase/(decrease) in share price (%)
(40.00)%
148.00%
(47.92)%
(68.00)%
(71.42)%
Total KMP incentives as percentage of profit/(loss) for
the year (%)
(16.24)%
(19.79)%
(16.09)%
(10.47)%
(10.99)%
Share options and performance rights
There are no options and performance rights to take up ordinary shares in Aeris Environmental Ltd that were issued to KMP
that remain unexercised at 30 June 2025 (2024: nil options and performance rights).
No options issued to KMP expired or were forfeited during the years 2025 and 2024.
Option holders do not have any right, by virtue of the option, to participate in any share issue of the Company or any related
body corporate, or in the interest of any other registered scheme.
This concludes the remuneration report, which has been audited.
This report is made in accordance with a resolution of Directors, pursuant to section 298(2)(a) of the Corporations Act 2001.
On behalf of the Directors
Maurie Stang
Sydney
29 August 2025
Non-Executive Director and Chairman
29
AERIS ENVIRONMENTAL LTD
To the Directors of Aeris Environmental Ltd
ended 30 June
2025, there have been:
(i)
in
(ii)
UHY Haines Norton
Partner
Chartered Accountants
Sydney
Dated 29 August 2025
AUDITOR’S INDEPENDENCE
DECLARATION
FOR THE YEAR ENDED 30 JUNE 2025
DIRECTORS’ REPORT
FINANCIAL
STATEMENTS
Contents
Statement of profit or loss and other comprehensive income
32
Statement of financial position
33
Statement of changes in equity
34
Statement of cash flows
35
Notes to the financial statements
36
Consolidated entity disclosure statement
74
Directors’ declaration
75
Independent auditor’s report to the members of Aeris Environmental Ltd
76
General information
The financial statements cover Aeris Environmental Ltd as a consolidated entity consisting of Aeris
Environmental Ltd and the entities it controlled at the end of, or during, the year. The financial statements
are presented in Australian dollars, which is Aeris Environmental Ltd’s functional and presentation currency.
Aeris Environmental Ltd is a listed public company limited by shares, incorporated and domiciled in
Australia. Its registered office and principal place of business is:
Unit 5 Level 1, 26-34 Dunning Avenue
ROSEBERY
NSW 2018
A description of the nature of the consolidated entity’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 August 2025. The Directors have the power to amend and reissue the financial statements.
31
AERIS ENVIRONMENTAL LTD
STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2025
Consolidated
Note
2025
$
2024
$
REVENUE
5
3,260,541
3,166,066
Expenses
Research and development and patent expense
6
(499,356)
(339,091)
Employee benefits expense
6
(1,824,883)
(1,791,490)
Depreciation and amortisation expense
6
(81,470)
(76,845)
Impairment of assets
6
5,096
(351,489)
Finance costs
6
(299,262)
(50,085)
Cost of sales
(1,591,711)
(1,361,595)
Distribution
(572,103)
(517,733)
Sales, Marketing and Travel expenses
(304,465)
(247,487)
Occupancy
6
(164,274)
(214,630)
Administration
6
(2,511,907)
(1,320,478)
Loss before income tax benefit
(4,583,794)
(3,104,857)
Income tax benefit
7
461,536
131,907
Loss after income tax benefit for the year attributable to the owners
of Aeris Environmental Ltd
21
(4,122,258)
(2,972,950)
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Foreign currency translation loss
11,767
(7,502)
Non-controlling interests
252,953
-
Other comprehensive income for the year, net of tax
264,720
(7,502)
Total comprehensive loss for the year attributable to the owners of
Aeris Environmental Ltd
(3,857,538)
(2,980,452)
Cents
Cents
Basic earnings per share
23
(1.57)
(1.21)
Diluted earnings per share
23
(1.57)
(1.21)
The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.
FINANCIAL STATEMENTS
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2025
Consolidated
Note
2025
$
2024
$
ASSETS
Current assets
Cash and cash equivalents
8
882,993
989,791
Trade receivables
9
1,141,977
649,578
Inventories
10
770,475
772,761
Other current assets
11
377,880
243,892
Total current assets
3,173,325
2,656,022
Non-current assets
Plant and equipment
12
35,262
58,154
Right-of-use assets
13
123,234
71,691
Intangible assets
4,266
-
Total non-current assets
162,762
129,845
Total assets
3,336,087
2,785,867
LIABILITIES
Current liabilities
Trade and other payables
14
1,769,616
1,728,641
Lease liabilities
15
57,515
58,277
Provisions
16
223,716
167,822
Total current liabilities
2,050,847
1,954,740
Non-current liabilities
Borrowings
17
5,333,375
837,249
Lease liabilities
18
67,982
21,383
Total non-current liabilities
5,401,357
858,632
Total liabilities
7,452,204
2,813,372
Net liabilities
(4,116,117)
(27,505)
EQUITY
Issued capital
19
62,520,806
62,520,726
Reserves
20
1,911,700
1,878,133
Accumulated losses
21
(68,295,670)
(64,426,364)
Equity attributable to owners of Aeris Environmental Ltd
(3,863,164)
(27,505)
Non-controlling interest
(252,953)
-
Total equity
(4,116,117)
(27,505)
The above statement of financial position should be read in conjunction with the accompanying notes.
33
AERIS ENVIRONMENTAL LTD
STATEMENT OF
CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2025
Consolidated
Issued
capital
$
Other
Reserves
$
Accumulated
losses
$
Non-
controlling
interest
$
Total equity
$
Balance at 1 July 2023
62,520,726
1,883,769
(61,453,414)
-
2,951,081
Loss after income tax benefit for the year
-
-
(2,972,950)
-
(2,972,950)
Other comprehensive income for the
year, net of tax
-
(7,502)
-
-
(7,502)
Total comprehensive income/(loss) for
the year
-
(7,502)
(2,972,950)
-
(2,980,452)
TRANSACTIONS WITH OWNERS IN THEIR CAPACITY AS OWNERS:
Share-based payments (note 20 and 25)
-
1,866
-
-
1,866
Balance at 30 June 2024
62,520,726
1,878,133
(64,426,364)
-
(27,505)
Consolidated
Issued
capital
$
Other
Reserves
$
Accumulated
losses
$
Non-
controlling
interest
$
Total equity
$
Balance at 1 July 2024
62,520,726
1,878,133
(64,426,364)
-
(27,505)
Loss after income tax benefit for the year
-
-
(3,869,306)
(252,953)
(4,122,259)
Other comprehensive income for the
year, net of tax
-
11,767
-
-
11,767
Total comprehensive income/(loss) for
the year
-
11,767
(3,869,306)
(252,953)
(4,110,492)
Shares issued
80
-
-
-
80
TRANSACTIONS WITH OWNERS IN THEIR CAPACITY AS OWNERS:
Share-based payments (note 20 and 25)
-
21,800
-
-
21,800
Balance at 30 June 2025
62,520,806
1,911,700
(68,295,670)
(252,953)
(4,116,117)
The above statement of changes in equity should be read in conjunction with the accompanying notes.
FINANCIAL STATEMENTS
STATEMENT OF
CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2025
Consolidated
Note
2025
$
2024
$
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers (inclusive of GST)
3,123,851
3,279,229
Payments to suppliers and employees (inclusive of GST)
(7,613,388)
(5,263,233)
R&D tax offset received
200,822
-
(4,288,715)
(1,984,004)
Interest received
24,041
22,988
Interest and other finance costs paid
(14,652)
(24,337)
Net cash used in operating activities
35
(4,279,326)
(1,985,353)
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for property, plant and equipment
12
(10,272)
(51,176)
Net cash used in investing activities
(10,272)
(51,176)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of lease liabilities
(68,343)
(66,174)
Loans from Directors and a Shareholder
4,239,376
500,000
Net cash from financing activities
4,171,033
433,826
Net decrease in cash and cash equivalents
(118,565)
(1,602,703)
Cash and cash equivalents at the beginning of the financial year
989,791
2,599,996
Effects of exchange rate changes on cash and cash equivalents
11,767
(7,502)
Cash and cash equivalents at the end of the financial year
8
882,993
989,791
The above statement of cash flows should be read in conjunction with the accompanying notes.
35
AERIS ENVIRONMENTAL LTD
NOTES TO THE
FINANCIAL
STATEMENTS
30 JUNE 2025
Note 1. Material accounting policies
Corporate information
The financial report of Aeris Environmental Ltd (the
Group) for the year ended 30 June 2025 was authorised
for issue in accordance with a resolution of the Directors
on 29 August 2025.
Aeris Environmental Ltd (the parent) is a company limited
by shares incorporated in Australia whose shares are
publicly listed on the Australian Stock Exchange (ASX
code: AEI).
The nature of operations and principal activities of the
Group are described in the Directors’ Report.
New or amended Accounting Standards and
Interpretations adopted
No new or amended Accounting Standards were
applicable to the Group for the current financial year.
The AASB has issued new and amended accounting
standards and interpretations that have mandatory
application dates for future reporting periods which the
Group has decided not to early adopt. These standards
are not expected to have a material impact on the
Consolidated Entity in the current or future reporting
periods and on foreseeable future transactions, however
management will continue to assess closer to the
application dates.
Statement of compliance
Australian Accounting Standards set out accounting
policies that the AASB has concluded would result
in a financial report containing relevant and reliable
information about transactions, events and conditions.
Compliance with Australian Accounting Standards
ensures that the financial statements and notes also
comply with International Financial Reporting Standards.
Going concern
The Group made a loss before income tax for the financial
year ended 30 June 2025 of $4,583,794 (2024 loss before
income tax of $3,104,857). The Group’s cash outflow for
the financial year ended 30 June 2025 was $118,565 (2024
cash outflow of 1,602,703). The Group held cash as at 30
June 2025 of $882,993 compared to $989,791 as at 30
June 2024.
The above matters may give rise to a material uncertainty
that may cast material doubt over the Group’s ability to
continue as a going concern. Therefore the Group may
be unable to realise its assets and discharge its liabilities
in the normal course of business at the amounts stated in
the financial report. However, the Directors believe that
the Group will be able to continue as a going concern
due to the following mitigating factors in relation to the
material uncertainty.
The Directors have prepared detailed cash flow
projections for the period of 12 months from the date of
signing this Report. The sales outlook for the Company
is markedly improved from previous year, with a
conservative sales budget still yielding material growth.
Several new products are slated to be introduced.
However, the Group is dependent on capital raisings
to continue to operate. The Group has investigated the
funding options including a capital raise in 2026. Further,
in the event of the Group not raising sufficient funds to
meet its current cash flow forecasts, the Group will need
to further reduce its expenditure accordingly to be able to
pay its debts as and when they are due.
Consequently, the Group’s financial statements have been
prepared on a going concern basis, which contemplates
the realisation of assets and satisfaction of liabilities
and commitments in the normal course of business.
The consolidated financial statements do not include
any adjustments relating to the recoverability and
classification of recorded asset amounts or the amounts
and classification of liabilities should the Group be unable
to continue as a going concern.
FINANCIAL STATEMENTS
Basis of preparation
These general purpose financial statements have been
prepared in accordance with Australian Accounting
Standards and Interpretations issued by the Australian
Accounting Standards Board (‘AASB’) and the Corporations
Act 2001, as appropriate for for-profit oriented entities.
These financial statements also comply with International
Financial Reporting Standards as issued by the
International Accounting Standards Board (‘IASB’).
Historical cost convention
The financial statements have been prepared under the
historical cost convention, except for, where applicable,
the revaluation of financial assets and liabilities at fair
value through profit or loss, financial assets at fair value
through other comprehensive income, investment
properties, certain classes of property, plant and
equipment and derivative financial instruments.
Critical accounting estimates
The preparation of the financial statements requires the
use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of
applying the consolidated entity’s accounting policies.
The areas involving a higher degree of judgement or
complexity, or areas where assumptions and estimates are
material to the financial statements, are disclosed in note 2.
Parent entity information
In accordance with the Corporations Act 2001,
these financial statements present the results of the
consolidated entity only. Supplementary information
about the parent entity is disclosed in note 32.
Principles of consolidation
The consolidated financial statements incorporate
the assets and liabilities of all subsidiaries of Aeris
Environmental Ltd (‘company’ or ‘parent entity’) as at 30
June 2025 and the results of all subsidiaries for the year
then ended. Aeris Environmental Ltd and its subsidiaries
together are referred to in these financial statements as
the ‘consolidated entity’.
Subsidiaries are all those entities over which the
consolidated entity has control. The consolidated
entity controls an entity when the consolidated entity
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 consolidated
entity. They are de-consolidated from the date that
control ceases.
Intercompany transactions, balances and unrealised gains
on transactions between entities in the consolidated
entity are eliminated.
Unrealised losses are also eliminated unless the
transaction provides evidence of the impairment of the
asset transferred. Accounting policies of subsidiaries have
been changed where necessary to ensure consistency
with the policies adopted by the consolidated entity.
The acquisition of subsidiaries is accounted for using the
acquisition method of accounting. A change in ownership
interest, without the loss of control, is accounted for as
an equity transaction, where the difference between the
consideration transferred and the book value of the share
of the non-controlling interest acquired is recognised
directly in equity attributable to the parent.
Where the consolidated entity loses control over a
subsidiary, it derecognises the assets including goodwill,
liabilities and non-controlling interest in the subsidiary
together with any cumulative translation differences
recognised in equity. The consolidated entity recognises
the fair value of the consideration received and the fair
value of any investment retained together with any gain
or loss in profit or loss.
Subsidiaries are accounted for at cost in the separate
financial statements of Aeris Environmental Ltd less any
impairment charges.
Material accounting policies
Accounting policies are selected and applied in a manner
which ensures that the resultant financial information
satisfies the concepts of relevance and reliability,
thereby ensuring that the substance of the underlying
transactions and other events are reported.
The following material accounting policies have been
adopted in the preparation and presentation of the
financial report and have been consistently applied unless
otherwise stated.
37
AERIS ENVIRONMENTAL LTD
Foreign currency translation
The functional and presentation currency of Aeris
Environmental Ltd and its Australian subsidiaries is
Australian dollars (A$). Overseas subsidiaries use the
currency of the primary economic environment in which
the entity operates, which is translated to the presentation
currency upon consolidation.
Foreign currency transactions
All foreign currency transactions during the financial year
are brought to account using the exchange rate in effect
at the date of the transaction. Foreign currency monetary
items at reporting date are translated at the exchange
rate existing at reporting date. Non-monetary assets and
liabilities carried at fair value that are denominated in
foreign currencies are translated at the rates prevailing at
the date when the fair value was determined.
Exchange differences are recognised in statement of profit
or loss and other comprehensive income in the period in
which they arise.
Group companies
The results and financial positions of all the Group
entities that have a functional currency different from the
presentation currency are translated into the presentation
currency as follows:
• Assets and liabilities for each statement of financial
position presented are translated at the closing rate at
the date of that balance sheet;
• Income and expenses for each statement of profit or
loss are translated at average exchange rates; and
• All resulting exchange differences are recognised as a
separate component of equity.
On consolidation, exchange difference arising from the
translation of any net investment in foreign entities, and of
borrowings and other financial instruments designated as
hedges of such investments, are recognised in the foreign
currency translation reserve. When a foreign operation is
sold or any borrowings forming part of the net investment
are repaid, a proportionate share of such exchange
differences are recognised in the statement of profit or
loss and other comprehensive income as part of the gain
or loss on sale where applicable.
Revenue recognition
The consolidated entity recognises revenue as follows:
Sale of goods and disposal of assets
The group manufactures and sells a range of products that
enhances the performance, longevity, cost-effectiveness,
and energy efficiency of systems which contributes to
the creation of a more sustainable built environment
via the wholesaler market. Sales are recognised when
control of the products has transferred, being when the
products are delivered to the wholesaler, the wholesaler
has full discretion over the channel and price to sell
the products, and there is no unfulfilled obligation that
could affect the wholesaler’s acceptance of the products.
Delivery occurs when the products have been shipped
to the specific location, the risks of obsolescence and loss
have been transferred to the wholesaler and either the
wholesaler has accepted the products in accordance with
the sales contract, the acceptance provisions have lapsed
or the group has objective evidence that all criteria for
acceptance have been satisfied.
Revenue from services
Revenue from consultancy and engineering services
is recognised by reference to the stage of completion.
Stage of completion is measured by reference to labour
hours incurred to date as a percentage of total estimated
labour hours for each contract. When the contract
outcome cannot be measured reliably, revenue is
recognised only to the extent that the expenses incurred
are eligible to be recovered.
Government grants
Grants from the government are recognised at their fair
value where there is a reasonable assurance that the
grant will be received and the Group will comply with all
attached conditions.
Government grants related to costs are deferred and
recognised in the income statement over the period
necessary to match them with the costs that they are
intended to compensate.
Interest income
Interest income is recognised as it is accrued using the
effective interest rate method.
Other income
Other income is recognised as it is earned.
FINANCIAL STATEMENTS
Income tax
Income tax on the profit or loss for the year comprises
current and deferred tax. Income tax is recognised in the
income statement except to the extent that it relates to
items recognised directly in equity, in which case it is
recognised in equity.
Current tax is the expected tax payable on the taxable
income for the year, using tax rates enacted or
substantially enacted at the balance sheet date, and any
adjustment to tax payable in respect of previous years.
Deferred tax is accounted for using the balance sheet
liability method, providing for temporary differences
between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for
taxation purposes. The following temporary differences
are not provided for: goodwill not deductible for tax
purposes, the initial recognition of assets or liabilities
that affect neither accounting nor taxable profit, and
differences relating to investments in subsidiaries to
the extent that they will probably not reverse in the
foreseeable future.
The amount of deferred tax provided is based on the
expected manner of realisation or settlement of the
carrying amount of assets and liabilities, using tax rates
enacted or substantively enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that
it is probable that future taxable profits will be available
against which the asset can be utilised. Deferred tax assets
are reduced to the extent that it is no longer probable
that the related tax benefit will be realised.
Tax consolidation
The company and all its wholly-owned Australian resident
entities have entered into a tax consolidated group under
Australian taxation law.
The company is the head entity in the tax-consolidated
group comprising all the Australian wholly-owned
subsidiaries set out in note 33. The head entity recognises
all of the current and deferred tax assets and liabilities
of the tax consolidated group (after elimination of
intragroup transactions).
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 consolidated entity’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.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, cash
in banks, investments in money market instruments and
short-term deposits with a maturity of three months or less,
net of outstanding bank overdrafts.
Trade and other receivables
Trade receivables are initially recognised at fair value
and subsequently measured at amortised cost using the
effective interest method, less any allowance for expected
credit losses. Trade receivables are generally due for
settlement within 30 days.
The consolidated entity has applied the simplified
approach to measuring expected credit losses, which
uses a lifetime expected loss allowance. To measure
the expected credit losses, trade receivables have been
grouped based on days overdue.
Other receivables are recognised at amortised cost, less any
allowance for expected credit losses.
39
AERIS ENVIRONMENTAL LTD
Inventories
Inventories and raw materials are carried at the lower of
cost and net realisable value. Costs are assigned on first in
first out basis.
Financial assets
Financial assets are initially measured at fair value.
Transaction costs are included as part of the initial
measurement, except for financial assets at fair value
through profit or loss. They are subsequently measured
at either amortised cost or fair value depending on their
classification. Classification is determined based on the
purpose of the acquisition and subsequent reclassification
to other categories is restricted.
Financial assets are derecognised when the rights to
receive cash flows from the financial assets have expired
or have been transferred and the consolidated entity
has transferred substantially all the risks and rewards of
ownership.
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss are either:
i) held for trading, where they are acquired for the purpose
of selling in the short-term with an intention of making
a profit; or ii) designated as such upon initial recognition,
where they are managed on a fair value basis or to
eliminate or materially reduce an accounting mismatch.
Except for effective hedging instruments, derivatives are
also categorised as fair value through profit or loss. Fair
value movements are recognised in profit or loss.
Available-for-sale financial assets
Available-for-sale financial assets are non-derivative
financial assets, principally equity securities, that are
either designated as available-for-sale or not classified
as any other category. After initial recognition, fair value
movements are recognised in other comprehensive
income through the available-for-sale reserve in equity.
Cumulative gain or loss previously reported in the
available-for-sale reserve is recognised in profit or loss
when the asset is derecognised or impaired.
Financial instruments issued by the company
Debt and equity instruments
Debt and equity instruments are classified as either
liabilities or as equity in accordance with the substance of
the contractual agreement.
Interest
Interest is classified as an expense consistent with the
balance sheet classification of the related debt or equity
instruments.
Depreciation
All assets have limited useful lives and are depreciated/
amortised using the straight line method over their
estimated useful lives, taking into account residual values.
Depreciation and amortisation rates and methods are
reviewed annually for appropriateness. Depreciation and
amortisation are expensed.
Depreciation and amortisation are calculated on a straight
line basis so as to write off the net cost or other revalued
amount of each asset over its expected useful life.
The following estimated useful lives are used in the
calculation of depreciation.
Computer equipment
2-3 years
Computer software
4 years
Field equipment
2-3 years
Office furniture
5 years
Plant and equipment
2-3 years
Leasehold improvements
6 years
Field equipment under finance lease
2-3 years
The residual values, useful lives and depreciation methods
are reviewed, and adjusted if appropriate, at each
reporting date.
Leasehold improvements are depreciated over the
unexpired period of the lease or the estimated useful life
of the assets, whichever is shorter.
An item of property, plant and equipment is derecognised
upon disposal or when there is no future economic
benefit to the consolidated entity. Gains and losses
between the carrying amount and the disposal proceeds
are taken to profit or loss.
Research and development
Research and development costs are expensed in the
period in which they are incurred.
FINANCIAL STATEMENTS
Development costs are capitalised as an intangible asset,
only if the following criteria are met:
• when it is probable that the project will be a success
considering its commercial and technical feasibility;
• the consolidated entity is able to use or sell the asset;
• the consolidated entity has sufficient resources; and
• intent to complete the development and its costs can
be measured reliably.
Development expenditure that do not meet the criteria
above are recognised as an expense as incurred.
Capitalised development costs are amortised on a straight-
line basis over the period of their expected benefit.
Development costs previously recognised as an expense
are not recognised as an asset in a subsequent period.
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
consolidated entity 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 consolidated entity 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.
Financial liabilities
The Group classifies its financial liabilities as measured
at amortised cost. The Group does not use derivative
financial instruments in economic hedges of currency or
interest rate risk.
These financial liabilities include the following items:
Trade payables and other short-term monetary
liabilities, which are initially recognised at fair value and
subsequently carried at amortised cost using the effective
interest method.
Lease liabilities are initially recognised at fair value net of
any transaction costs directly attributable to the issue of
the instrument and subsequently carried at amortised
cost using the effective interest method.
Impairment of assets
At each reporting date, the company reviews the carrying
amounts of its tangible and intangible assets to determine
whether there is any indication that those assets have
suffered an impairment loss. If any such indication exists,
the recoverable amount of the asset is estimated in order
to determine the extent of the impairment loss (if any).
Where the asset does not generate cash flows that are
independent from other assets, the company estimates
the recoverable amount of the cash-generating unit to
which the asset belongs.
If the recoverable amount of an asset (or cash-generating
unit) is estimated to be less than its carrying amount, the
carrying amount of the asset (cash-generating unit) is
reduced to its recoverable amount. An impairment loss
is recognised in profit or loss immediately, unless the
relevant asset is carried at fair value, in which case the
impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the
carrying amount of the asset (cash-generating unit)
is increased to the revised estimate of its recoverable
amount, but only to the extent that the increased carrying
amount does not exceed the carrying amount that
would have been determined had no impairment loss
been recognised for the asset (cash-generating unit) in
prior years. A reversal of an impairment loss is recognised
in profit or loss immediately, unless the relevant asset
is carried at fair value, in which case the reversal of the
impairment loss is treated as a revaluation increase.
41
AERIS ENVIRONMENTAL LTD
Trade and other payables
Trade payables and other accounts payable are
recognised when the consolidated entity becomes
obliged to make future payments resulting from the
purchase of goods and services. Trade accounts payable
are normally settled within 30 days.
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 consolidated entity’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. 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.
Borrowings and convertible notes
Where there is an unconditional right to defer settlement
of the liability for at least 12 months after the reporting
date, the loans or borrowings are classified as non-current.
Convertible notes are separated into liability and equity
components based on the terms of the contract.
On issuance of the convertible notes, the fair value of the
liability component is determined using a market rate
for an equivalent non-convertible bond. This amount is
classified as a financial liability measured at amortised
cost (net of transaction costs) until it is extinguished on
conversion or redemption.
The remainder of the proceeds is allocated to the
conversion option that is recognised and included in
equity. Transaction costs are deducted from equity, net
of associated income tax. The carrying amount of the
conversion option is not remeasured in subsequent years.
Transaction costs are apportioned between the liability
and equity components of the convertible notes based
on the allocation of proceeds to the liability and equity
components when the instruments are initially recognised.
Loans and borrowings are initially recognised at the fair
value of the consideration received, net of transaction
costs. They are subsequently measured at amortised
cost using the effective interest method if the impact is
material to the financial report.
Provisions
Provisions are recognised when the consolidated entity
has a present obligation, the future sacrifice of economic
benefits is probable, and the amount of the provision can
be measured reliably.
When some or all of the economic benefits required to
settle a provision are expected to be recovered from a
third party, the receivable is recognised as an asset if it is
probable that recovery will be received and the amount of
the receivable can be measured reliably.
The amount recognised as a provision is the best estimate
of the consideration required to settle the present
obligation at reporting date, taking into account the risks
and uncertainties surrounding the obligation. Where a
provision is measured using the cash flows estimated to
settle the present obligation, its carrying amount is the
present value of those cash flows.
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
FINANCIAL STATEMENTS
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 high quality 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.
Share-based payment
Share-based compensation benefits are provided to
employees via the Aeris Environmental Ltd Employee
Option Plan. Information relating to these schemes is set
out in note 25.
The fair value of options granted under the Employee
Option Plan is recognised as an employee benefit
expenses with a corresponding increase in equity. The
fair value is measured at grant date and recognised
over the period during which the employees become
unconditionally entitled to the options.
The fair value at grant date is independently determined
using a Black-Scholes option pricing model. At each
balance sheet date, the entity revises its estimate of
the number of options that are expected to become
exercisable. The employee benefit expense recognised
each period takes into account the most recent estimate.
The impact of the revision to original estimates, if any, is
recognised in the income statement with a corresponding
adjustment to equity.
Fair value measurement
When an asset or liability, financial or non-financial,
is measured at fair value for recognition or disclosure
purposes, the fair value is based on the price that would
be received to sell an asset or paid to transfer a liability
in an orderly transaction between market participants
at the measurement date; and assumes that the
transaction will take place either: in the principal market;
or in the absence of a principal market, in the most
advantageous market.
Fair value is measured using the assumptions that market
participants would use when pricing the asset or liability,
assuming they act in their economic best interests.
For non-financial assets, the fair value measurement is
based on its highest and best use. Valuation techniques
that are appropriate in the circumstances and for which
sufficient data are available to measure fair value, are used,
maximising the use of relevant observable inputs and
minimising the use of unobservable inputs.
Assets and liabilities measured at fair value are classified
into three levels, using a fair value hierarchy that
reflects the significance of the inputs used in making
the measurements. Classifications are reviewed at
each reporting date and transfers between levels are
determined based on a reassessment of the lowest level
of input that is material to the fair value measurement.
For recurring and non-recurring fair value measurements,
external valuers may be used when internal expertise
is either not available or when the valuation is deemed
to be material. External valuers are selected based on
market knowledge and reputation. Where there is a
material change in fair value of an asset or liability from
one period to another, an analysis is undertaken, which
includes a verification of the major inputs applied in the
latest valuation and a comparison, where applicable, with
external sources of data.
Recoverable amount of non-current assets
The carrying amounts of non-current assets valued on the
cost basis are reviewed to determine whether they are
in excess of their recoverable amount at reporting date.
If the carrying amount of a non-current asset exceeds
its recoverable amount, the asset is written down to
the lower amount. The write-down is expensed in the
reporting period in which it occurs.
Where a group of assets working together supports
the generation of cash inflows, recoverable amount is
assessed in relation to that group of assets. In assessing
recoverable amounts of non-current assets, the relevant
cash flows have been discounted to their present value.
43
AERIS ENVIRONMENTAL LTD
Share capital
Financial instruments issued by the Group are treated
as equity only to the extent that they do not meet the
definition of a financial liability. The Group’s ordinary
shares are classified as equity instruments. Any transaction
costs associated with the issuing of shares are deducted
from share capital.
The Group is not subject to any externally imposed capital
requirements.
Business combinations
The acquisition method of accounting is used to account
for business combinations regardless of whether equity
instruments or other assets are acquired.
The consideration transferred is the sum of the
acquisition-date fair values of the assets transferred, equity
instruments issued or liabilities incurred by the acquirer
to former owners of the acquiree and the amount of any
non-controlling interest in the acquiree. For each business
combination, the non-controlling interest in the acquiree
is measured at either fair value or at the proportionate
share of the acquiree’s identifiable net assets. All
acquisition costs are expensed as incurred to profit or loss.
The difference between the acquisition-date fair value
of assets acquired, liabilities assumed and any non-
controlling interest in the acquiree and the fair value of
the consideration transferred and the fair value of any
pre-existing investment in the acquiree is recognised
as goodwill. If the consideration transferred and the
pre-existing fair value is less than the fair value of the
identifiable net assets acquired, being a bargain purchase
to the acquirer, the difference is recognised as a gain
directly in profit or loss by the acquirer on the acquisition-
date, but only after a reassessment of the identification
and measurement of the net assets acquired, the
non-controlling interest in the acquiree, if any, the
consideration transferred and the acquirer’s previously
held equity interest in the acquirer.
Comparative amounts
Where necessary, comparative amounts have been changed
to reflect changes in disclosures in the current year.
Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the
profit attributable to the owners of Aeris Environmental
Ltd, excluding any costs of servicing equity other than
ordinary shares, by the weighted average number of
ordinary shares outstanding during the financial year,
adjusted for bonus elements in ordinary shares issued
during the financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the
determination of basic earnings per share to take into
account the after income tax effect of interest and other
financing costs associated with dilutive potential ordinary
shares and the weighted average number of shares
assumed to have been issued for no consideration in
relation to dilutive potential ordinary shares.
Goods and Services Tax (‘GST’) and other
similar taxes
Revenues, expenses and assets are recognised net of the
amount of associated GST, unless the GST incurred is not
recoverable from the taxation authority. In this case it is
recognised as part of the cost of acquisition of the asset or
as part of the expense.
Receivables and payables are stated inclusive of the
amount of GST receivable or payable. The net amount of
GST recoverable from, or payable to, the taxation authority
is included in other receivables or other payables in the
statement of financial position.
Cash flows are presented on a gross basis. The GST
components of cash flows arising from investing or
financing activities which are recoverable from, or
payable to the taxation authority, are presented as
operating cash flows.
FINANCIAL STATEMENTS
Note 2. Critical accounting
judgements, estimates and
assumptions
The preparation of the financial statements requires
management to make judgements, estimates and
assumptions that affect the reported amounts in the
financial statements. Management continually evaluates
its judgements and estimates in relation to assets,
liabilities, contingent liabilities, revenue and expenses.
Management bases its judgements and estimates on
historical experience and on other various factors it
believes to be reasonable under the circumstances, the
result of which form the basis of the carrying values
of assets and liabilities that are not readily apparent
from other sources. Actual results may differ from these
estimates under different assumptions and conditions.
Management has identified the following critical
accounting policies for which material judgements,
estimates and assumptions are made. Actual results may
differ from these estimates under different assumptions
and conditions and may materially affect financial results
or the financial position reported in future periods.
Further details of the nature of these assumptions and
conditions may be found in the relevant notes to the
financial statements.
The following critical estimates and judgements have
been made in respect of the following items:
Share-based payment transactions
The consolidated entity measures the cost of equity-
settled transactions with employees by reference to
the fair value of the equity instruments at the date at
which they are granted. The fair value is determined by
using either the Binomial or Black- Scholes model taking
into account the terms and conditions upon which the
instruments were granted. The accounting estimates
and assumptions relating to 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 profit or loss and equity.
Allowance for expected credit losses
The allowance for expected credit losses assessment
requires a degree of estimation and judgement. It is
based on the lifetime expected credit loss, grouped
based on days overdue, and makes assumptions
to allocate an overall expected credit loss rate for
each group. These assumptions include recent sales
experience, historical collection rates, the impact of the
Coronavirus (COVID-19) pandemic and forward-looking
information that is available. The allowance for expected
credit losses, as disclosed in note 9, is calculated based
on in-depth evaluation of customers expected to incur
future credit losses. The actual credit losses in future years
may be higher or lower.
Provision for impairment of inventories
The provision for impairment of inventories assessment
requires a degree of estimation and judgement. The level
of the provision is assessed by taking into account the
recent sales experience, the ageing of inventories and
other factors that affect inventory obsolescence.
Estimation of useful lives of assets
The consolidated entity determines the estimated useful
lives and related depreciation and amortisation charges
for its property, plant and equipment and finite life
intangible assets. The useful lives could change materially
as a result of technical innovations or some other event.
The depreciation and amortisation charge will increase
where the useful lives are less than previously estimated
lives, or technically obsolete or non-strategic assets
that have been abandoned or sold will be written off or
written down.
Fair value of financial instruments
When the fair value of financial assets and financial
liabilities recorded in the statement of financial position
cannot be derived from active markets, their fair value
is determined using valuation techniques including the
discounted cash flow model. The inputs to these models
are taken from observable markets where possible,
but where this is not feasible, a degree of judgement
is required in establishing fair values. The judgements
include considerations of inputs such as liquidity risk,
credit risk and volatility. Changes in assumptions about
these factors could affect the reported fair value of
financial instruments.
Recovery of deferred tax assets
Deferred tax assets are recognised for deductible
temporary differences only if the consolidated entity
considers it is probable that future taxable amounts will be
available to utilise those temporary differences and losses.
45
AERIS ENVIRONMENTAL LTD
Lease term
The lease term is a significant component in the
measurement of both the right-of-use asset and
lease liability. Judgement is exercised in determining
whether there is reasonable certainty that an option to
extend the lease or purchase the underlying asset will
be exercised, or an option to terminate the lease will
not be exercised, when ascertaining the periods to be
included in the lease term. In determining the lease term,
all facts and circumstances that create an economical
incentive to exercise an extension option, or not to
exercise a termination option, are considered at the lease
commencement date. Factors considered may include
the importance of the asset to the consolidated entity’s
operations; comparison of terms and conditions to
prevailing market rates; incurrence of significant penalties;
existence of significant leasehold improvements; and the
costs and disruption to replace the asset. The consolidated
entity reassesses whether it is reasonably certain to
exercise an extension option, or not exercise a termination
option, if there is a significant event or significant change
in circumstances.
Employee benefits provision
As discussed in note 1, 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.
Note 3. Financial risk management
The Group’s activities expose it to a variety of financial
risks; market risk (including currency risk, fair value
interest rate risk and price risk), credit risk, liquidity risk
and cash flow interest rate risk. The Group’s overall risk
management programme focuses on the unpredictability
of financial markets and seeks to minimise potential
adverse effects on the financial performance of the Group.
Foreign exchange risk
Foreign exchange risk arises when future commercial
transactions and recognised assets and liabilities are
denominated in a currency that is not the entity’s
functional currency. The Group is exposed to foreign
exchange risk predominantly arising from currency
exposures to the US dollar on its loans to its overseas
subsidiaries. Currency protection measures may be
deemed appropriate in specific commercial circumstances
and are subject to strict limits laid down by the Board. The
Group has not entered into any foreign currency hedging
contracts during the year.
Credit risk
Credit risk arises from the potential failure of
counterparties to meet their obligations under the
respective contracts at maturity. There is negligible credit
risk on financial assets of the Group since there is limited
exposure to individual customers and the economic
entity’s exposure is limited to the amount of cash,
short term deposits and receivables which have been
recognised in the balance sheet.
Cash flow and fair value interest rate risk
As the Group has no significant interest-bearing assets or
liabilities, the Group’s income and operating cash flows are
not materially exposed to changes in market interest rates.
Liquidity risk
Prudent liquidity risk management implies maintaining
sufficient cash and the availability of funding to enable
the company to operate as a going concern. The Board
monitors liquidity on a monthly basis and management
monitors liquidity on a daily basis.
FINANCIAL STATEMENTS
Note 4. Operating segments
Identification of reportable operating segments
From Board of Directors’ (Chief Operating Decision Makers’ - CODM) perspective, the Group is organised into business units
based on its geographical area of operation. The Group has identified two reportable segments as mentioned below.
The reportable segments are based on aggregated operating segments determined by the similarity of the revenue stream
and products sold and/or the services provided in Australia and internationally, as these are the sources of the Group’s major
risks and have the most effect on the rates of return.
The CODM reviews revenue, COGS, operating expenses, profit before tax, assets & liabilities for the following segments:
(a) Australia - Sales and service on account of Australian operations
(b) International - Sales and service on account of international operations
Intersegment transactions
Intersegment transactions are made at arm’s length and are eliminated on consolidation.
Intersegment receivables, payables and loans
Intersegment loans are initially recognised at the consideration received and are eliminated on consolidation.
Major customer
During the year ended 30 June 2025 the most significant client accounts for approximately 6% (2024: 7%) of the consolidated
entity’s external revenue through Australian Sales and Services operating segment. There are no customers who individually
amounted to more than 10% or more of the total revenue during 2025, and no other customers above 10% for 2024.
47
AERIS ENVIRONMENTAL LTD
Operating segment information of the consolidated entity
2025
Australia
$
International
$
Intersegment
eliminations
$
Consolidated
$
REVENUE
Sales
3,133,007
81,784
(184,494)
3,030,297
Other income
226,794
146,696
(143,246)
230,244
Total Revenue
3,359,801
228,480
(327,740)
3,260,541
EXPENSES
Cost of goods sold
(1,576,096)
(200,109)
184,494
(1,591,711)
Operating expenses
(6,122,396)
(590,605)
460,379
(6,252,622)
Total Expenses
(7,698,492)
(790,714)
644,873
(7,844,333)
Profit (Loss) before tax
(4,338,691)
(562,234)
317,133
(4,583,792)
2024
Australia
$
International
$
Intersegment
eliminations
$
Consolidated
$
REVENUE
Sales
2,927,605
187,605
(68,968)
3,046,242
Other income
119,224
91,992
(91,392)
119,824
Total Revenue
3,046,829
279,597
(160,360)
3,166,066
EXPENSES
Cost of goods sold
(1,289,654)
(140,909)
68,968
(1,361,595)
Operating expenses
(4,891,440)
(544,618)
526,730
(4,909,328)
Total Expenses
(6,181,094)
(685,527)
595,698
(6,270,923)
Profit (Loss) before tax
(3,134,265)
(405,930)
435,338
(3,104,857)
Segment assets and liabilities
Assets
2025
Assets
2024
Liabilities
2025
Liabilities
2024
Australia
5,608,278
3,778,880
11,221,743
5,537,241
International
1,075,132
1,193,619
5,935,533
5,422,509
Intersegment elimination
(3,347,322)
(2,224,866)
(9,705,075)
(8,184,612)
Consolidated
3,336,088
2,747,633
7,452,201
2,775,138
FINANCIAL STATEMENTS
Disaggregation of revenue from contracts with customers
The Group derives revenue from the transfer of goods and services over time and at a point in time for the following major
geographical segments:
Australia
2025
Australia
2024
International
2025
International
2024
Segment revenue
3,133,007
2,927,605
81,784
187,605
Intersegment elimination
(184,494)
(68,968)
-
-
Revenue from external customers
2,948,513
2,858,637
81,784
187,605
TIMING OF REVENUE RECOGNITION
At a point in time
1,736,072
1,481,484
81,784
187,605
Over time
1,212,441
1,377,153
-
-
2,948,513
2,858,637
81,784
187,605
Note 5. Revenue
Consolidated
2025
$
2024
$
REVENUE FROM CONTRACTS WITH CUSTOMERS
Revenue from sales
1,817,856
1,669,089
Revenue from services
1,212,441
1,377,153
3,030,297
3,046,242
OTHER REVENUE
Financial revenue
24,075
20,093
Other revenue
206,169
99,731
230,244
119,824
Revenue
3,260,541
3,166,066
49
AERIS ENVIRONMENTAL LTD
Note 6. Expenses
Consolidated
Profit (loss) before income tax includes the following specific expenses:
2025
$
2024
$
DEPRECIATION AND AMORTISATION
Plant and equipment
27,832
44,308
Right-of-use assets
52,571
32,537
Intangibles
1,067
-
Total depreciation and amortisation
81,470
76,845
EMPLOYMENT BENEFIT EXPENSES
Base salary and fees
1,568,598
1,535,437
Superannuation & statutory costs
205,578
221,425
Share based payment
21,800
1,866
Other employment expenses
28,907
32,762
Total employment benefits expenses
1,824,883
1,791,490
FINANCE COSTS
Interest, bank fees and other financial expenses
299,262
50,085
ADMINISTRATION
Compliance cost
943,275
811,987
Corporate and Overheads
1,382,649
322,249
Insurance
111,178
134,322
IT and Maintenance
74,805
51,920
Total administration
2,511,907
1,320,478
OTHER EXPENSES
Impairment of receivables
4,174
92,489
Impairment of inventory
(5,096)
259,000
Rental & occupancy expenses
164,274
214,631
Research and development and patent expenses
499,355
339,091
FINANCIAL STATEMENTS
Note 7. Income tax benefit
The prima facie income tax benefit on pre-tax accounting loss reconciles to the income tax benefit in the financial
statements as follows:
Consolidated
2025
$
2024
$
INCOME TAX BENEFIT
Current tax
(461,536)
(131,907)
Aggregate income tax benefit
(461,536)
(131,907)
NUMERICAL RECONCILIATION OF INCOME TAX BENEFIT AND TAX AT THE STATUTORY RATE
Profit (Loss) for year
(4,583,794)
(3,104,857)
Income tax expense (benefit) at the Australian tax rate of 25%
(1,145,949)
(776,214)
Impact of overseas tax rates
(16,992)
(19,016)
R&D tax offset receivable - Current year
(560,341)
(165,000)
R&D tax offset receivable - Prior year adjustment
98,807
29,178
Temporary differences and tax losses not recognised
835,364
704,684
OTHER PERMANENT DIFFERENCES
Share-based payments
5,450
467
R&D Expenditure
322,035
93,994
Entertainment
90
-
Income tax expense (benefit) attributable to profit (loss)
(461,536)
(131,907)
The enacted corporate tax rates across all jurisdictions are as follows:
•
Australia
25%
•
UK
25%
•
USA (Including state taxes)
29.99%
•
China
25%
Deferred tax balances not recognised
Calculated at current tax rates and not brought to account assets or liabilities: which may be realised in future years:
Tax rate has been used for the calculation given the majority of the operations are in Australia. The tax rates that applied to
the UK, China and Australian entities were 25% and the US entity was 29.99%.
51
AERIS ENVIRONMENTAL LTD
Consolidated
2025
$
2024
$
DEFERRED TAX ASSETS
TAX LOSSES
Australian Tax Revenue Losses
39,905,581
36,440,622
Unused Australian tax losses for which no deferred tax asset has been recognised potential
tax benefit @ 25%
9,976,395
9,110,155
US Tax Revenue Losses
5,386,031
4,893,734
Unused US tax losses for which no deferred tax asset has been recognised potential tax
benefit @ 29.99%
1,615,271
1,467,631
UK Tax Revenue Losses
176,112
133,739
Unused UK tax losses for which no deferred tax asset has been recognised potential tax
benefit @ 25%
44,028
33,435
China Tax Revenue Losses
75,901
47,406
Unused China tax losses for which no deferred tax asset has been recognised potential tax
benefit @ 25%
18,975
11,851
Unused tax losses available for offset against future tax payable
11,654,669
10,623,072
TEMPORARY DIFFERENCES
Provision for doubtful debts
81,158
81,158
Provision for inventory impairment
605,860
631,673
Provision for employee entitlements
55,929
41,955
Difference between book and tax values of fixed assets
4,023
15,588
Difference between book and tax values of intangible assets
25,215
-
Accruals
189,020
129,307
Other (Blackhole Expenditure)
593
-
Future lease obligations
31,374
19,915
993,172
919,596
Total deferred tax assets
12,647,841
11,542,668
DEFERRED TAX LIABILITIES
Right of use asset
(30,809)
(17,923)
Total deferred tax liabilities
(30,809)
(17,923)
Net deferred tax asset not recognised
12,617,032
11,524,745
FINANCIAL STATEMENTS
Tax consolidation
(i) Relevance of tax consolidation to the consolidated entity
Legislation to allow groups comprising a parent entity and its Australian resident wholly-owned entities, to elect to
consolidate and be treated as a single entity for income tax purposes (‘the tax consolidation system’) was substantively
enacted on 21 October 2002. The Company, its wholly-owned Australian resident entities and its sister entities within
Australia are eligible to consolidate for tax purposes under this legislation and have elected to implement the tax
consolidation system from 1 July 2005.
(ii) Method of measurement of tax amounts
The tax consolidated group has adopted the “stand-alone” method of measuring current and deferred tax amounts
applicable to each company.
(iii) Tax sharing agreements
There are no tax sharing or funding agreements in place.
(iv) Tax consolidation contributions
There were no amounts recognised for the period as tax consolidations contributions by (or distributions to) equity
participants of the tax consolidated group.
Note 8. Current assets - cash and cash equivalents
Consolidated
2025
$
2024
$
Cash at bank and on hand
882,993
837,780
Deposits on call
-
152,011
882,993
989,791
The carrying amount of the Group’s cash balances are a reasonable approximation of their fair values.
Note 9. Current assets - trade and other receivables
Consolidated
2025
$
2024
$
Trade receivables
840,842
609,208
Less: Allowance for expected credit losses
(324,630)
(324,630)
516,212
284,578
R&D tax offset rebate receivable
625,765
365,000
1,141,977
649,578
The carrying amounts of the Group’s receivables are a reasonable approximation of their fair values
53
AERIS ENVIRONMENTAL LTD
Allowance for expected credit losses
For the 2025 and 2024 financial years, the Group has undertaken an in-depth evaluation of each individual customer which
the entity considers to have a risk of incurring credit losses.
Based on the evaluation and considering average industry credit terms of 60 days, loss allowance provision was calculated
and grouped as follows:
Expected
credit loss rate
Carrying amount
Allowance for
expected credit losses
Consolidated
2025
%
2024
%
2025
$
2024
$
2025
$
2024
$
Current < 60 days
-
-
458,576
225,244
-
-
Past due > 60 days
-
-
30,552
32,220
-
-
Past due > 90 days
92.30%
92.29%
351,714
351,744
324,630
324,630
840,842
609,208
324,630
324,630
Consolidated
2025
$
2024
$
Less than 6 months overdue
-
-
More than 6 months overdue
324,630
324,630
Amounts recognised in profit or loss
During the year, the following losses were recognised in profit or loss in relation to impaired receivables
Individually impaired receivables
(4,174)
(92,489)
MOVEMENTS IN THE ALLOWANCE FOR EXPECTED CREDIT LOSSES ARE AS FOLLOWS:
Opening balance
324,630
324,630
Additional provision recognised
-
-
Closing balance
324,630
324,630
Note 10. Current assets - inventories
Consolidated
2025
$
2024
$
Inventories - at cost
3,176,114
3,270,677
Less: Provision for impairment
(2,405,639)
(2,497,916)
770,475
772,761
The carrying amounts of the Group’s inventories are a reasonable approximation of their fair values.
FINANCIAL STATEMENTS
Note 11. Current assets - other
Consolidated
2025
$
2024
$
Prepayments
183,219
180,750
Deposits, bonds and other receivables
13,210
9,310
GST receivables
181,451
53,832
377,880
243,892
The carrying amount of the Group’s other current assets are a reasonable approximation of their fair values.
Note 12. Non-current assets - property, plant and equipment
Consolidated
2025
$
2024
$
Leasehold improvements - at cost
138,093
138,093
Less: Accumulated depreciation
(134,088)
(132,775)
4,005
5,318
Plant and equipment under lease
209,696
209,696
Less: Accumulated depreciation
(202,659)
(193,770)
7,037
15,926
Computer equipment - at cost
325,105
322,970
Less: Accumulated depreciation
(321,013)
(315,645)
4,092
7,325
Office equipment - at cost
142,636
139,709
Less: Accumulated depreciation
(137,020)
(134,901)
5,616
4,808
Field equipment - at cost
51,647
51,647
Less: Accumulated depreciation
(51,647)
(51,647)
-
-
R & D equipment - at cost
54,974
54,974
Less: Accumulated depreciation
(54,974)
(52,134)
-
2,840
Software - at cost
32,516
32,516
Less: Accumulated depreciation
(18,004)
(10,579)
14,512
21,937
35,262
58,154
55
AERIS ENVIRONMENTAL LTD
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
Consolidated
Computer
equipment
$
Leasehold
improvements
$
Office
furniture
$
Plant and
equipment
$
R&D
equipment
$
Software
$
Total
$
Balance at 1 July 2023
7,700
6,632
6,827
4,595
10,622
55,930
92,306
Exchange differences
(289)
-
-
-
-
-
(289)
Additions
7,023
-
-
22,222
-
16,761
46,006
Disposals
1,389)
-
-
-
-
(34,172)
(35,561)
Depreciation charge
(5,720)
(1,314)
(2,019)
(10,891)
(7,782)
(16,582)
(44,308)
Balance at 30 June 2024
7,325
5,318
4,808
15,926
2,840
21,937
58,154
Additions
2,012
-
2,927
-
-
-
4,939
Depreciation charge
(5,245)
(1,313)
(2,119)
(8,889)
(2,840)
(7,425)
(27,831)
Balance at
30 June 2025
4,092
4,005
5,616
7,037
-
14,512
35,262
Note 13. Non-current assets - right-of-use assets
Consolidated
2025
$
2024
$
Land and buildings - right-of-use
261,827
157,713
Less: Accumulated depreciation
(138,593)
(86,022)
123,234
71,691
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
Consolidated
Right-of-
use asset
$
Total
$
Balance at 1 July 2023
106,970
106,970
Disposals
(2,742)
(2,742)
Depreciation expense
(32,537)
(32,537)
Balance at 30 June 2024
71,691
71,691
Additions
104,114
104,114
Depreciation expense
(52,571)
(52,571)
Balance at 30 June 2025
123,234
123,234
Refer to note 18 for further information on lease liabilities.
FINANCIAL STATEMENTS
Note 14. Current liabilities - trade and other payables
Consolidated
2025
$
2024
$
Trade payables
936,865
763,204
GST and PAYG payable
71,409
71,394
Accrued expenses
761,342
894,043
1,769,616
1,728,641
Refer to note for further information on financial instruments.
The carrying amounts of the Group’s current trade and other payables are a reasonable approximation of their fair values.
Note 15. Current liabilities - lease liabilities
Consolidated
2025
$
2024
$
Lease liabilities
57,515
58,277
Refer to note 18 for further information on non-current lease liabilities and note for further information on financial instruments.
Note 16. Current liabilities - provisions
Consolidated
2025
$
2024
$
Annual leave
172,694
151,920
Long service leave
51,022
15,902
223,716
167,822
The carrying amounts of the Group’s provisions are a reasonable approximation of their fair values.
Note 17. Non-current liabilities - borrowings
Consolidated
2025
2024
Non-current
$
Total
$
Non-current
$
Total
$
Loan from Joint Venture partner**
408,000
408,000
-
-
Loans from Directors and a Shareholder*
4,925,375
4,925,375
837,249
837,249
Total borrowings
5,333,375
5,333,375
837,249
837,249
*In June 2025, three additional new loan facilities for a total of $2,500,000 were entered into with two of the Non-Executive
Directors (Maurie Stang – $1,000,000 and Steven Kritzler – $500,000) and one of Aeris’ shareholders (Bernard Stang –
$1,000,000). An amount of $500,000 from Non-Executive Director Steven Kritzler’s loan facility, established in June 2024, has
57
AERIS ENVIRONMENTAL LTD
been rolled over, making the total of his current undrawn loan facility as $1,000,000. Each loan is an unsecured facility that
attracts 10% per annum interest being capitalised and can be repaid without penalty if Aeris secures alternative funding. For
each loan facility of $250,000 issued, the subscriber will receive 250,000 options on a 1:1 ratio with an exercise price of $0.20
for a total of 1,000,000 options. The issue and exercise of the options will comply with ASX Listing Rules. The loan maturity
date is 27 June 2027 and the first drawdown of $500,000 was made in June 2025. The three loans established in June 2024
of $1,500,000 have had their maturity date extended by 12 months from 28 June 2026 to 27 June 2027 without penalty. The
loan balances, inclusive of capitalised interests, as at 30 June 2025 are $2,028,922 for Non-Executive Director Maurie Stang,
$1,853,522 for Aeris’ shareholder Bernard Stang and $1,042,931 for Non-Executive Director Steven Kritzler. As at 30 June 2025
$2,500,000 of the loan facilities is left undrawn.
**Loan with Cognian Technologies Ltd is subject to the JV Deed Agreement dated 20 September 2024. The loan is interest
free and has a maturity date of 30 June 2027.
Note 18. Non-current liabilities - lease liabilities
Consolidated
2025
$
2024
$
Lease liabilities
67,982
21,383
Refer to note for further information on financial instruments.
Particulars relating to lease liabilities
The Group has recognised ‘Right-of-Use Asset’ and an associated ‘Lease Liability’ in the 2023 financial year for the office
space leased in Townsville and Sydney following AASB 16 for accounting of leases. In May 2025, a renewal of the sub-lease
was signed for the office space in Townsville. Following this decision, the ‘Right-of-Use Asset’ is disclosed in note 13 and the
current lease liability is disclosed in note 15.
2025
$
2024
$
THE FINANCIAL STATEMENTS SHOW THE FOLLOWING AMOUNTS RELATING TO LEASES:
Depreciation
52,571
32,537
Interest expense (included in finance cost)
3,853
4,271
Value of Right-of-Use asset
123,234
71,691
Expense relating to short-term leases (included in occupancy expenses)
-
-
Total cash flows for leases
68,343
66,174
FINANCIAL STATEMENTS
Note 19. Equity - issued capital
Consolidated
2025
Shares
2024
Shares
2025
$
2024
$
Ordinary shares - fully paid
245,994,551
245,694,551
62,520,806
62,520,726
Fully paid ordinary shares carry one vote per share and carry the right to dividends.
Movements in ordinary share capital of Aeris Environmental Ltd
Details
Date
Shares
Issue price
$
Balance - no par value
1 July 2023
245,644,551
62,520,726
Shares issued on conversion of performance rights*
50,000
-
Balance - no par value
30 June 2024
245,694,551
62,520,726
Shares issued to KMP**
250,000
-
Shares issued to Non-Controlling Interest
-
80
Shares issued on conversion of performance rights*
50,000
-
Balance - no par value
30 June 2025
245,994,551
62,520,806
*The performance rights were issued to incentivise the contractor for R&D work carried out for the Company. In accordance
with the Employee Incentive Plan (EIP) Rules, 33% (being one third) of the performance rights vested on 10 October 2023
and exercised on 24 January 2024. The second 33% (being one third) of the performance rights vested on 10 October 2024
and exercised on 7 January 2025. The final 34% (being the last one third) will vest on 10 October 2025.
**In January 2025, KMP Andrew Just was allocated 250,000 Aeris Ordinary Shares for nil consideration.
For the purposes of these disclosures, the Group considers its capital to comprise its ordinary share capital and accumulated
losses. Neither the share based payments reserve nor the translation reserve is considered as capital.
Share buy-back
There is no current on-market share buy-back.
59
AERIS ENVIRONMENTAL LTD
Note 20. Equity - reserves
Movements in reserves
Movements in each class of reserve during the current and previous financial year are set out below:
Consolidated
Movements:
2025
$
2024
$
Share-based payments reserve
1,989,311
1,967,511
Foreign currency translation reserve
(77,611)
(89,378)
1,911,700
1,878,133
Consolidated
Share-based
payments
$
Foreign
currency
translation
$
Total
$
Balance at 1 July 2023
1,965,645
(81,876)
1,883,769
Foreign currency translation
-
(7,502)
(7,502)
SHARE BASED PAYMENTS DURING THE YEAR ALLOCATED TO:
Employees and consultants
1,866
-
1,866
Key Management Personnel
-
-
-
Utilized for share issue
-
-
-
Balance at 30 June 2024
1,967,511
(89,378)
1,878,133
Foreign currency translation
-
11,767
11,767
SHARE BASED PAYMENTS DURING THE YEAR ALLOCATED TO:
Employees and consultants
21,800
-
21,800
Balance at 30 June 2025
1,989,311
(77,611)
1,911,700
Nature and purpose of reserve
The foreign currency translation reserve records the impact of the movement of the exchange rate as it relates to the
Company’s investment in overseas subsidiaries.
The share-based payments reserve records the value of options or performance rights issued to employees, consultants and
Directors, as part of the remuneration for their services and issued in consideration for business combinations.
Note 21. Equity - accumulated losses
Consolidated
2025
$
2024
$
Accumulated losses at the beginning of the financial year
(64,426,364)
(61,453,414)
Loss after income tax benefit for the year
(4,122,259)
(2,972,950)
Non-controlling interest
252,953
-
Accumulated losses at the end of the financial year
(68,295,670)
(64,426,364)
FINANCIAL STATEMENTS
Note 22. Equity - dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Note 23. Earnings per share
Consolidated
2025
$
2024
$
Loss after income tax attributable to the owners of Aeris Environmental Ltd
(4,122,258)
(2,972,950)
Number
Number
Weighted average number of ordinary shares outstanding during the year used in
calculation of basic EPS
245,838,386
245,666,195
Weighted average number of ordinary shares outstanding during the year used
in calculation of diluted EPS*
245,838,386
245,666,195
Cents
Cents
Basic loss per share (cents)
(1.57)
(1.21)
Diluted loss per share (cents)
(1.57)
(1.21)
Options and performance rights eligible for conversion into ordinary shares in future
Number
Number
Performance rights over ordinary shares to Consultants
50,000
100,000
Options over ordinary shares to Consultants
550,000
550,000
600,000
650,000
*Options and rights eligible for conversion into ordinary shares in future have an anti-dilutive effect, hence diluted EPS is
same as basic EPS.
There were no options over ordinary shares issued subsequent to year-end 2025.
Note 24. Options and performance rights
On 15 July 2022, 550,000 options with an exercise price of $0.01 were issued to consultant Tim Fortin for services performed
from June 2021 to June 2022. The options have been exercised and the shares were issued on 22 August 2025.
**On 21 December 2022, 150,000 performance rights with a nil exercise price were issued to consultant Bruce Davison as
partial payment for R&D services provided. 33% of the performance rights vested on 10 October 2023 and exercised on
24 January 2024. The second 33% of the performance rights vested on 10 October 2024 and exercised on 7 January 2025.
The final 34% will vest on 10 October 2025. The performance rights shall expire, if not converted, at 5:00pm AEST on 20
December 2026.
61
AERIS ENVIRONMENTAL LTD
Note 25. Share-based payments
Recognised share-based payment expenses
The expense recognised for employee services and external consultants during the year is shown in the table below:
Consolidated
Employee Share Option Plan
2025
$
2024
$
Employees and consultant
21,800
1,866
Total arising from share-based payment transactions
21,800
1,866
Details of share-based payment plan
The share-based payment plan is described in the remuneration report in the Directors’ Report. There have been no
cancellations or modifications to the plan during 2025 and 2024.
Fair value of options or performance rights granted
The fair value of the options granted under the plan is estimated using the Black-Scholes valuation methodology taking into
account the terms and conditions under which the options are granted. The fair value of performance rights granted is based
on the market price of shares at the date of issue.
Particulars of options or performance rights granted over unissued shares:
Options
Rights
2025
2024
2025
2024
OPTIONS OR RIGHTS ON ISSUE:
Employees and consultants*
550,000
550,000
50,000
150,000
Key management personnel
-
-
-
-
550,000
550,000
50,000
150,000
OPTIONS OR RIGHTS GRANTED DURING THE YEAR:
Employees and consultants
-
-
-
-
Key management personnel
-
-
-
-
-
-
-
-
SHARES ISSUED AS A RESULT OF EXERCISE OF OPTIONS OR RIGHTS:
Employees and consultants**
-
-
50,000
50,000
OPTIONS OR RIGHTS EXPIRED OR FORFEITED:
-
-
-
-
Weighted average remaining contractual life
0.04 years
1.04 years
1.47 years
2.47 years
Weighted average range of exercise prices
$0.01
$0.01
-
-
FINANCIAL STATEMENTS
*On 15 July 2022, 550,000 options with an exercise price of $0.01 were issued to consultant Tim Fortin for services performed
from June 2021 to June 2022. The options have been exercised and the shares were issued on 22 August 2025.
**On 21 December 2022, 150,000 performance rights with a nil exercise price were issued to consultant Bruce Davison as
partial payment for R&D services provided. 33% of the performance rights vested on 10 October 2023 and exercised on
24 January 2024. The second 33% of the performance rights vested on 10 October 2024 and exercised on 7 January 2025.
The final 34% will vest on 10 October 2025. The performance rights shall expire, if not converted, at 5:00pm AEST on 20
December 2026.
Note 26. Financial instruments
Financial risk management objectives
Capital
The Group considers its capital to comprise its ordinary share capital and accumulated losses.
In managing its capital, the Group’s primary objective is to ensure its continued ability to provide a consistent return for its
equity shareholders through a combination of capital growth and distributions. In order to achieve this objective, the Group
seeks to maintain a sufficient funding base to enable the Group to meet its working capital and strategic investment needs.
In making decisions to adjust its capital structure to achieve these aims, either through new share issues or debt, the Group
considers not only its short-term position but also its long-term operational and strategic objectives.
Financial instrument risk exposure and management
In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note
describes the Group’s objectives, policies and processes for managing those risks and the methods used to measure them.
Further quantitative information in respect of these risks is presented throughout these financial statements.
There have been no substantive changes in the Group’s exposure to financial instrument risks, its objectives, policies and
processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated in
this note.
Principal financial instruments
The principal financial instruments used by the Group, from which financial instrument risks arise, are as follows:
•
Cash at bank;
•
Trade and other receivables;
•
Deposits and bonds; and
•
Trade and other payables
General objectives, policies and processes
The Board has overall responsibility for the determination of the Group’s risk management objectives and policies and has
the responsibility for designing and operating processes that ensure the effective implementation of the objectives and
policies to the Group’s finance function. The Board receives monthly reports through which it reviews the effectiveness of the
processes put in place and the appropriateness of the objectives and policies it sets.
63
AERIS ENVIRONMENTAL LTD
The overall objective of the board is to set policies that seek to reduce risk as far as possible without unduly affecting the
Group’s competitiveness and flexibility. Further details regarding these policies are set out below:
(i) Credit risk
Credit risk arises principally from the Group’s trade receivables, cash and term deposits. It is the risk that the counterparty fails
to discharge its obligation in respect of the instrument.
The maximum exposure to credit risk at balance sheet date is as follows:
Consolidated
2025
$
2024
$
Trade receivables
516,211
284,578
R&D tax offset rebate receivable
625,765
365,000
Deposits, bonds and other receivables
13,210
24,908
Deposits with BankWest
-
152,011
Deposits with Wise, USA
17,998
15,195
Deposits with Bank of America, USA
6,313
990
Deposits with ANZ Bank
784,395
810,031
Deposits with Bank of China, China
15,626
6,351
Deposits with World First Bank, UK
3,878
5,213
Deposits with NAB
42,672
-
Deposits with Wise, AU
12,111
-
2,038,179
1,664,277
(ii) Liquidity risk
Liquidity risk arises from the Group’s management of working capital and the finance charges and principal repayments on
its debt instruments. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due.
The Group’s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due.
To achieve this aim, it seeks to maintain cash balances (or agreed facilities) to meet expected requirements for a period of at
least 45 days.
The Board receives cash flow projections on a monthly basis as well as information regarding cash balances. At the balance
sheet date, these projections indicated that the Group expected to have sufficient liquid resources to meet its obligations
under all reasonably expected circumstances.
Maturity analysis of financial assets and liability based on management’s expectations
The risk implied from the values shown in the table below, reflects a balanced view of cash inflows and outflows. Trade
payables and other financial liabilities mainly originate from the financing of assets used in our ongoing operations such
as property, plant, equipment and investments in working capital (e.g. trade receivables and inventories). These assets are
considered in the Group’s overall liquidity risk.
FINANCIAL STATEMENTS
Maturity analysis -
2025
Undiscounted
Cash flows
$
< 6 months
$
6-12
months
$
1-3 years
$
>3 years
$
Carrying
values
$
FINANCIAL ASSETS
Cash and cash equivalents
882,993
882,993
-
-
-
882,993
Trade and other receivables
516,211
516,211
-
-
-
516,211
R&D tax offset rebate receivable
625,765
65,424
560,341
-
-
625,765
Security deposits
13,210
-
-
13,210
-
13,210
2,038,179
1,464,628
560,341
13,210
-
2,038,179
FINANCIAL LIABILITIES
Trade payables
(936,861)
(936,861)
-
-
-
(936,861)
Other payables including GST
and PAYG payable
(832,751)
(832,751)
-
-
-
(832,751)
Borrowings
(5,333,375)
-
-
(5,333,375)
-
(5,333,375)
Lease liabilities
(138,377)
(32,038)
(27,619)
(78,720)
-
(125,497)
(7,241,364)
(1,801,650)
(27,619)
(5,412,095)
-
(7,228,484)
Net Maturity
(5,203,185)
(337,022)
532,722
(5,398,885)
-
(5,190,305)
Maturity analysis -
2024
Undiscounted
Cash flows
$
< 6 months
$
6-12
months
$
1-3 years
$
>3 years
$
Carrying
values
$
FINANCIAL ASSETS
Cash and cash equivalents
989,791
989,791
-
-
-
989,791
Trade and other receivables
284,578
284,578
-
-
-
284,578
R&D tax offset rebate receivable
365,000
365,000
-
-
-
365,000
Security deposits
9,310
-
-
-
9,310
9,310
1,648,679
1,639,369
-
-
9,310
1,648,679
FINANCIAL LIABILITIES
Trade payables
(763,203)
(763,203)
-
-
-
(763,203)
Other payables including GST
and PAYG payable
(927,204)
(927,204)
-
-
-
(927,204)
Borrowings
(1,004,699)
(41,862)
(41,862)
(920,974)
-
(837,249)
Lease liabilities
(84,227)
(30,990)
(31,140)
(22,097)
-
(79,660)
(2,779,333)
(1,763,259)
(73,002)
(943,071)
-
(2,607,316)
Net Maturity
(1,130,654)
(123,890)
(73,002)
(943,071)
9,310
(958,637)
65
AERIS ENVIRONMENTAL LTD
(iii) Market risk
Interest rate risk
The Group’s exposure to fluctuations in interest rates that are inherent in financial markets arise predominantly from assets
and liabilities bearing variable interest rates.
The Company’s exposure to interest rate risk and the effective weighted average interest rate for classes of financial assets
and financial liabilities is set out below:
2025
Notes
Weighted
Average
Interest
Rates
Floating
Interest
Rates
Fixed
Interest
Rates
Non-
Interest
Bearing
Total
FINANCIAL ASSETS
Cash and cash equivalents
8
0.75%
882,993
-
-
882,993
Trade and other receivables
9
0.00%
-
-
1,141,977
1,141,977
Total assets
882,993
-
1,141,977
2,024,970
FINANCIAL LIABILITIES
Trade and other payables
14
0.00%
-
-
(1,769,616)
(1,769,616)
Borrowings
17
10.00%
-
(4,925,375)
(408,000)
(5,333,375)
Lease liabilities
15, 18
7.22%
-
(125,497)
-
(125,497)
Total liabilities
-
(5,050,872)
(2,177,616)
(7,228,488)
882,993
(5,050,872)
(1,035,639)
(5,203,518)
2024
Notes
Weighted
Average
Interest
Rates
Floating
Interest
Rates
Fixed
Interest
Rates
Non-
Interest
Bearing
Total
FINANCIAL ASSETS
Cash and cash equivalents
8
2.03%
989,791
-
-
989,791
Trade and other receivables
9
0.00%
-
-
649,578
649,578
Deposits
11
0.00%
-
-
9,310
9,310
Total assets
989,791
-
658,888
1,648,679
FINANCIAL LIABILITIES
Trade and other payables
14
0.00%
-
-
(1,690,407)
(1,690,407)
Borrowings
17
10.00%
-
(837,249)
-
(837,249)
Lease liabilities
15, 18
7.22%
-
(79,660)
-
(79,660)
Total liabilities
-
(916,909)
(1,690,407)
(2,607,316)
989,791
(916,909)
(1,031,519)
(958,637)
FINANCIAL STATEMENTS
Currency risk
The Group’s policy is, where possible, to allow group entities to settle liabilities denominated in their functional currency
with the cash generated from their own operations in that currency. Where group entities have liabilities denominated in
a currency other than their functional currency (and have insufficient reserves of that currency to settle them) cash already
denominated in that currency will, where possible, be transferred from elsewhere within the Group.
The Group is exposed to currency risk in relation to the translation of the ultimate parent entity’s net investments in foreign
operations to its functional currency of Australian dollars. This translation is recognised directly in equity. The analysis below
demonstrates the impact on equity of a 10% strengthening or weakening against the AUD dollar of the major currencies to
which the Group is exposed through the net investments in foreign operations. The basis for the sensitivity calculation is the
Group’s actual residual exposure at the balance date of 7% plus movement in currency of 3%.
2025
2024
Balance in
denominated
currency
Balance in
functional
currency
Sensitivity
Equity
Change
Balance in
denominated
currency
Balance in
functional
currency
Sensitivity
Equity
Change
US Dollar
(3,576,697)
(5,460,122)
10%
496,375
(3,356,838)
(5,032,816)
10%
953,904
Chinese
Yuan
3,684,984
784,933
10%
(71,358)
4,613,196
952,009
10%
(157,904)
Euro
(7,457)
(13,368)
10%
1,215
(7,457)
(11,981)
10%
126
GBP
(82,075)
(171,844)
10%
15,622
(71,777)
(136,101)
10%
27,995
Sensitivity analysis on the foreign currency exposure risk is not disclosed as the foreign currency balances are not material
and the impact of any change in exchange rates would be immaterial.
Fair value measurement
The carrying amounts of trade and other receivables and trade and other payables are assumed to approximate their
fair values due to their short-term nature. The fair value of financial liabilities is estimated by discounting the remaining
contractual maturities at the current market interest rate that is available for similar financial liabilities.
Therefore, table detailing the consolidated entity’s assets and liabilities, measured or disclosed at fair value, using a three level
hierarchy, based on the lowest level of input that is significant to the entire fair value measurement is not required.
Note 27. Key management personnel disclosures
Directors
The following persons were directors of Aeris Environmental Ltd during the financial year:
•
Maurie Stang
•
Steven Kritzler
•
Abbie Widin
•
Jenny Harry
Other key management personnel
The following persons also had the authority and responsibility for planning, directing and controlling the major activities of
the consolidated entity, directly or indirectly, during the financial year:
•
Andrew Just (CEO)
67
AERIS ENVIRONMENTAL LTD
Compensation
The aggregate compensation made to directors and other members of key management personnel of the consolidated
entity is set out below:
Consolidated
2025
$
2024
$
Short-term employee benefits
548,597
533,025
Post-employment benefits
58,696
55,374
Share-based payments
21,000
-
628,293
588,399
Further, disclosures relating to key management personnel are set out in remuneration report in the Directors’ Report.
Note 28. Remuneration of auditors
Consolidated
2025
$
2024
$
REMUNERATION OF UHY HAINES NORTON FOR -
Audit of the annual financial report
65,520
63,000
Review of the half yearly financial report
30,375
25,000
95,895
88,000
Note 29. Contingent liabilities
There are no contingent liabilities identified as at balance date 30 June 2025 (2024 contingent liabilities nil).
Note 30. Commitments for expenditure
There are no commitments for expenditure identified as at balance date 30 June 2025 (2024 commitments for expenditure nil).
Note 31. Related party transactions
Parent entity
Aeris Environmental Ltd is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 33.
Key management personnel
Disclosures relating to key management personnel are set out in note 27 and the remuneration report included in the
Directors’ report.
FINANCIAL STATEMENTS
Transactions with related parties
Disclosures relating to transactions with Directors and Director related entities are set out in the remuneration report in the
Directors’ Report.
A number of specified Directors, or their personally-related entities, hold positions in other entities that result in them having
control or significant influence over the financial or operating policies of those entities. A number of these entities transacted
with the Company in the reporting period. The terms and conditions of those transactions were no more favourable than
those available, or which might reasonably be expected to be available, on similar transactions to unrelated entities on an
arms-length basis. Details of these transactions are as follows.
There were no options over ordinary shares issued to directors and other key management personnel as part of
compensation that were outstanding at 30 June 2025.
Consolidated
Regional Corporate Services Pty Ltd
2025
$
2024
$
The company and its controlled entities incur cost for services provided by Regional
Corporate Services Pty Ltd
-
-
Office and administration expenses
147,631
118,911
Insurance expenses
27,104
2,464
Rent
25,770
24,898
Distribution expenses
125,121
81,032
Corporate services
374,261
330,840
The company and its controlled entities provided services and sold products to Regional
Corporate Services Pty Ltd
64,056
14,486
Mr M Stang is a Director and Shareholder of Regional Corporate Services Pty Ltd
Consolidated
Novapharm Research (Australia) Pty Ltd
2025
$
2024
$
The Company and its controlled entities incur expenses for services provided by
Novapharm Research (Australia) Pty Ltd
Research and development
205,613
102,734
Patent and other expenses
27,737
8,701
The Company and its controlled entities transacted with Novapharm Research (Australia)
Pty Ltd and invoiced them for providing supply chain functions
31,348
21,448
Mr M Stang and S Kritzler are Directors and Shareholders of Novapharm Research
(Australia) Pty Ltd
Consolidated
Ramlist Pty Ltd
2025
$
2024
$
The Company and its controlled entities incur expenses for rent and utility outgoings to
Ramlist Pty Ltd
-
14,923
Mr M Stang is a Director and Shareholder of Ramlist Pty Ltd
69
AERIS ENVIRONMENTAL LTD
Consolidated
Teknik Lighting Solutions Pty Ltd
2025
$
2024
$
The Company and its controlled entities incur expenses for marketing and other
operational services to Teknik Lighting Solutions Pty Ltd
-
1,196
The Company and its controlled entities transacted with Teknik Lighting Solutions Pty Ltd
and invoiced them for administrative charges
-
376
Mr M Stang is a Shareholder of Teknik Lighting Solutions Pty Ltd
Consolidated
Enviroguard Technologies Pty Ltd
2025
$
2024
$
The Company and its controlled entities purchased products from Enviroguard
Technologies Pty Ltd
85,034
110,971
Mr M Stang is a Director of Enviroguard Technologies Pty Ltd
Mr S Kritzler has an indirect beneficial interest in EnviroGuard Technologies Pty Ltd
through a trust
Loans to/from related parties
There were loans from related parties in the current period. Please refer to note 17.
Consolidated
Loan balance outstanding at the end of the period
2025
$
2024
$
Maurie Stang
2,028,922
168,625
Steve Kritzler
1,042,931
-
Mr M Stang is Non-Executive Director and Chairman of Aeris Environmental Ltd
Mr S Kritzler is Non-Executive Director of Aeris Environmental Ltd
Consolidated
Outstanding balances payable from purchase of services
2025
$
2024
$
Regional Corporate Services Pty Ltd
66,916
45,237
Novapharm Research (Australia) Pty Ltd
-
63,693
Enviroguard Technologies Pty Ltd
-
5,935
Consolidated
Outstanding balances receivable for sales and services
provided
2025
$
2024
$
Regional Corporate Services Pty Ltd
57,736
-
Novapharm Research (Australia) Pty Ltd
2,681
-
FINANCIAL STATEMENTS
Note 32. Parent entity information
Parent 2025
$
Parent 2024
$
Current assets
3,563,133
2,641,162
Total assets
4,729,588
3,778,847
Current liabilities
(2,871,313)
(2,862,051)
Total liabilities
(7,864,671)
(3,720,683)
Issued capital
62,520,726
62,520,726
Accumulated losses
(67,645,119)
(64,430,073)
Share-based payments reserve
1,989,311
1,967,511
(3,135,082)
58,164
Net profit (loss) after tax for the period
(3,215,047)
(2,999,266)
Total comprehensive loss for the period
(3,203,280)
(3,006,768)
Note 33. Interests in subsidiaries - particulars relating to controlled entities
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance
with the accounting policy described in note 1:
Name of entity
Principal place
of business/
Country of
incorporation
Ownership
interest 2025 %
Ownership
interest 2024 %
Ownership
interest held by
non-controlling
interests 2025 %
Aeris Pty Ltd
Australia
100.00%
100.00%
0.00%
AerisTech Pty Ltd*
Australia
60.00%
100.00%
40.00%
Aeris Hygiene Services Pty Ltd
Australia
100.00%
100.00%
0.00%
Aeris Environmental LLC
USA
100.00%
100.00%
0.00%
Aeris Cleantech Europe Ltd
Malta
100.00%
100.00%
0.00%
Aeris Environmental (UK) Ltd
UK
100.00%
100.00%
0.00%
Shanghai Aeris Environmental
Technology Co. Ltd
China
100.00%
100.00%
0.00%
*On 6 May 2024, Aeris Biological Systems Pty Ltd changed its name to AerisTech Pty Ltd (AerisTech). The company is a
proprietary company and is limited by shares. On 20 September 2024, Aeris Environmental Ltd entered a joint venture with
Cognian Technologies Ltd to acquire the Syncromesh technology for AerisTech. Cognian Technologies Ltd now owns 40% of
AerisTech and Aeris Environmental Ltd owns 60% of AerisTech.
71
AERIS ENVIRONMENTAL LTD
Note 34. Subsequent events
There have been no matters or circumstances, which have arisen since 30 June 2025 that have significantly affected or may
significantly affect:
(a) the operations, in financial years subsequent to 30 June 2025, of the consolidated entity; or
(b) the results of those operations;
(c) the state of affairs, in the financial years subsequent to 30 June 2025, of the consolidated entity.
Note 35. Reconciliation of loss after income tax to net cash used in operating
activities
Reconciliation of cash
For the purposes of the statement of cash flows, cash includes cash on hand and in banks and investments in money market
instruments, net of outstanding bank overdrafts. Cash at the end of the financial year as shown in the statement of cash flows
is reconciled in the related items in the statement of financial position as follows:
Consolidated
2025
$
2024
$
Cash at bank and on hand
882,993
837,780
Deposits on call
-
152,011
882,993
989,791
Loss after income tax benefit for the year
(3,869,302)
(2,972,950)
ADJUSTMENTS FOR:
Depreciation and amortisation
81,470
76,845
Impairment of current assets
(5,096)
351,489
Interest on lease liability
3,853
4,271
Share-based payments
21,800
1,866
Other adjustments
18,840
4,351
Net (gain)/loss on sale of non-current assets
-
35,560
Share of profits of equity-method investees
(252,953)
-
CHANGE IN OPERATING ASSETS AND LIABILITIES:
Decrease/(increase) in trade receivables and other receivables*
(496,573)
(53,306)
Decrease/(Increase) in inventories**
(998)
(163,075)
Decrease/(Increase) in other operating assets
(133,988)
94,516
Increase/(Decrease) in trade and other payables
297,727
588,257
Increase/(Decrease) in employee benefits
55,894
46,823
Net cash used in operating activities
(4,279,326)
(1,985,353)
*Bad debts to the amount of $4,174 was written off during the year.
**Inventory to the amount of $95,561 was written off during the year.
FINANCIAL STATEMENTS
Note 36. Additional company information
Aeris Environmental Ltd is a public listed company, incorporated in Australia.
Principal registered office and principal place of business
Unit 5 Level 1, 26-34 Dunning Avenue
Rosebery
NSW 2018
73
AERIS ENVIRONMENTAL LTD
CONSOLIDATED ENTITY
DISCLOSURE
STATEMENT
AS AT 30 JUNE 2025
Name of entity
Type of entity
Trustee,
partner or
participant
in JV
% of
share
capital
Place of
incorporation
Australian
resident
or foreign
resident (i)
Foreign
jurisdiction(s)
of foreign
residents
Aeris Environmental Ltd
Body corporate
-
n/a
Australia
Australian
Australia
Controlled entity of Aeris
Environmental Ltd
Aeris Pty Ltd
Body corporate
-
100%
Australia
Australian
Australia
AerisTech Pty Ltd (ii)
Body corporate
Cognian
Technologies
Ltd
60%
Australia
Australian
Australia
Aeris Hygiene Services Pty Ltd
Body corporate
-
100%
Australia
Australian
Australia
Aeris Environmental LLC
Body corporate
-
100%
USA
Foreign
USA
Aeris Cleantech Europe Ltd
Body corporate
-
100%
Malta
Foreign
Malta
Aeris Environmental (UK) Ltd
Body corporate
-
100%
UK
Foreign
UK
Shanghai Aeris Environmental
Technology Co. Ltd
Body corporate
-
100%
China
Foreign
China
(i) All entities have retained the same tax residency as their country of incorporation.
(ii) On 20 September 2024, Aeris Environmental Ltd entered a joint venture with Cognian Technologies Ltd. Cognian
Technologies Ltd now owns 40% of AerisTech and Aeris Environmental Ltd owns 60% of AerisTech.
The ultimate controlling entity of the Group is Aeris Environmental Ltd. The Group’s consolidated entity disclosure statement
as at 30 June 2025 has been prepared in accordance with Section 295 (3A) of the Corporations Act and includes information
for each entity that was part of the consolidated entity as at the end of the financial year in accordance with AASB 10
Consolidated Financial Statements.
CONSOLIDATED ENTITY DISCLOSURE STATEMENT
DIRECTORS’
DECLARATION
In the Directors’ opinion:
•
the attached financial statements and notes comply with the Corporations
Act 2001, the Accounting Standards, the Corporations Regulations 2001
and other mandatory professional reporting requirements;
•
the attached financial statements and notes comply with International
Financial Reporting Standards as issued by the International Accounting
Standards Board as described in note 1 to the financial statements;
•
the attached financial statements and notes give a true and fair view of
the consolidated entity’s financial position as at 30 June 2025 and of its
performance for the financial year ended on that date;
•
the consolidated entity disclosure statement is true and correct; and
•
there are reasonable grounds to believe that the company will be able to
pay its debts as and when they become due and payable.
The Directors have been given the declarations required by section 295A of
the Corporations Act 2001.
Signed in accordance with a resolution of directors made pursuant to section
295(5)(a) of the Corporations Act 2001.
On behalf of the Directors
Maurie Stang
Sydney
Non-Executive Director and Chairman
29 August 2025
75
AERIS ENVIRONMENTAL LTD
INDEPENDENT
AUDITOR’S
REPORT
TO THE MEMBERS OF
AERIS ENVIRONMENTAL LTD
30 JUNE 2025
INDEPENDENT AUDITOR’S REPORT
Independent Auditor’s Report
To the Shareholders of Aeris Environmental Ltd
Opinion
We have audited the financial report of Aeris Environmental Ltd (the Company) and its subsidiaries (the
Group) which comprises the consolidated
consolidated statement of profit or loss and other comprehensive income, the consolidated statement of
changes in equity and the consolidated statement of cash flows for the year then ended, notes to the
financial statements, including
In our opinion, the accompanying financial report of the Group is in accordance with the
2001, including:
i. giving a true and fair view of the Group’s
30 June 2025 and of its financial
performance for the year ended on that date; and
ii.
Basis for Opinion
standards are further described in the
of our report. We are independent of the Group in accordance with the auditor independence requirements
of the
Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our
with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Material Uncertainty Related to Going Concern
We
1 of the financial report, which indicates the Group incurred a net loss before tax
of $4,583,794 during the year ended 30 June 2025 and, as of that date held cash and cash equivalents of
$882,993.
indicate a material uncertainty that may cast doubt on the Group’s
of business,
and at the amounts stated in the financial report
77
AERIS ENVIRONMENTAL LTD
the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate
report.
REVENUE RECOGNITION
Why a key audit matter
How our audit addressed the risk
Australian Auditing Standards require
auditors to presume that a risk of fraud
exists with respect to revenue balances,
unless this can be rebutted. Further, we
noted that revenue remains the single
most material financial statement line item
for the Group, and that revenue is a key
reporting item for the management and
those charged with governance.
Our procedures included, amongst others:
► Evaluated the design of management's
internal controls related to revenue
recognition across different revenue
streams based on walkthroughs;
► Reviewed revenue recognition policies for
appropriateness and compliance with AASB
15;
► Reviewed the gross margin of active
projects in the period to assess the
completeness of onerous contract
provisions;
► Performed substantive tests of detail on a
sample of revenue transactions selected
throughout the year;
► Performed cut-off testing on revenue
recorded around year end; and
► Assessed the adequacy of disclosures in the
financial report using the understanding
obtained from our testing and against the
requirements of the accounting standards.
INDEPENDENT AUDITOR’S REPORT
INVENTORY OBSOLESCENCE
Why a key audit matter
How our audit addressed the risk
As at 30 June 2025, the Group held $0.77
million of inventories (after the impairment
provision) (30 June 2024: $0.77 million).
This included gross inventory of $3.18
million and a provision for impairment of
$2.41 million. The group holds significant
amounts of aged inventory which is not
expected to be sold by their respective use
by dates.
The accounting for inventory provisions is a
complex area and includes substantial
estimation and judgement.
Our procedures included, amongst others:
► Evaluated the design of management's
internal controls related to inventory based
on walkthroughs;
► Reviewed inventory obsolescence policies
for appropriateness and compliance with
AASB 102;
► Identified significant assumptions used by
management and assess their reasonability;
► Assessed the appropriateness of methods
adopted by management, with reference to
industry practice and the relevant financial
reporting framework;
► Tested the accuracy of key data inputs to
management’s estimate; and
► Assessed the reasonability and
completeness of related disclosures in the
financial statements to ensure compliance
with the requirements of AASB 102.
79
AERIS ENVIRONMENTAL LTD
included in the Group’s annual report for the year ended 30 June 2025, but does not include the financial
report and our auditor’s report thereon.
assurance opinion.
our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
a)
and the
b)
, and
i.
the financial report that gives a true and fair view and is free from material misstatement, whether
due to fraud or error; and
ii.
whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to
Group
INDEPENDENT AUDITOR’S REPORT
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
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.
•
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis fo
•
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
Group’s internal control.
•
related disclosures made by the directors.
•
cast significant doubt on the Group’s
financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on
cause the Group
•
•
Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial
financial report. We are responsible for
the purposes of the Group audit. We remain solely responsible for our audit opinion.
during our audit.
81
AERIS ENVIRONMENTAL LTD
We also provide the directors with a statement that we have complied with relevant ethical requirements
liminate threats
or safeguards applied.
communicated in our report because the adverse consequences of doing so would reasonably be expected
to
included in pages 20 to 29 of the Annual Report for the year ended
30 June 2025.
Aeris Environmental Ltd for the year ended 30 June 2025,
.
. Our responsibility is to express an
Standards.
UHY Haines Norton
Partner
Chartered Accountants
Sydney
Dated 29 August 2025
INDEPENDENT AUDITOR’S REPORT
AUSTRALIAN SECURITIES
EXCHANGE (ASX)
ADDITIONAL
INFORMATION
83
AERIS ENVIRONMENTAL LTD
Additional information required by ASX Listing Rule 4.10, and not disclosed elsewhere in this Annual Report, is detailed
below. This information was prepared based on the Company’s Share Registry information, its Performance Rights Register,
ASX releases and the Company’s Constitution.
Shareholding Information
Distribution of Shareholders
Analysis of the quoted fully paid ordinary shares by holding as at 10 September 2025:
Spread of Holdings
Number of Holders
Ordinary shares
% of Total Issued Capital
1 – 1,000
164
79,843
0.03
1,001 – 5,000
275
803,258
0.33
5,001 – 10,000
177
1,421,652
0.58
10,001 – 100,000
365
12,923,350
5.24
100,001 – 500,000
126
28,251,426
11.46
500,001 – 1,000,000
27
18,371,609
7.45
1,000,001 and over
45
184,693,413
74.91
Total
1,179
246,544,551
100.00
Based on the market price at 10 September 2025 there were 621 shareholders with less than a marketable parcel of $500
worth of shares at a share price of $0.046. There are 117,000 shares that are subject to Company imposed voluntary escrow.
AUSTRALIAN SECURITIES EXCHANGE (ASX) ADDITIONAL INFORMATION
Statement of Shareholdings as at 10 September 2025
The names of the 20 largest holders of fully paid ordinary shares are listed below:
Rank
Shareholder
Number of Shares
% Holding
1
Bernard Stang
19,293,084
7.83
2
Epitek Corporation Pty Limited
16,586,568
6.73
3
Maurie Stang
15,279,749
6.20
4
Steven Kritzler
10,831,609
4.39
5
HSBC Custody Nominees (Australia) Limited
9,017,719
3.66
6
Steven Kenneth Kritzler
8,166,667
3.31
7
Kefford Holdings Pty Ltd
6,813,610
2.76
8
Towns Corporation Pty Ltd
6,730,532
2.73
9
Potski Pty Ltd
6,617,604
2.68
10
Netwealth Investments Limited
6,602,461
2.68
11
Energy Trading Systems Pty Ltd
5,529,411
2.24
12
Meditsuper Pty Ltd
4,272,281
1.73
13
Seguro Super Pty Ltd
4,105,695
1.67
14
Development Management & Constructions Pty Ltd
3,916,353
1.59
15
Citicorp Nominees Pty Limited
3,451,820
1.40
16
Lotsa Nominees Pty Ltd
3,333,333
1.35
17
Ken Zulumovski
3,179,498
1.29
18
Benlee Company Pty Ltd
3,168,283
1.29
19
BNP Paribas Noms Pty Ltd
3,082,994
1.25
20
OAM Investments Pty Ltd
2,923,346
1.19
Total of Top 20 Holdings
142,902,617
57.97
Other Holdings
103,641,934
42.03
Total Ordinary Shares
246,544,551
100.00
85
AERIS ENVIRONMENTAL LTD
Unquoted Equity Securities as at 10 September 2025
For details of the unissued ordinary shares of the Company, refer below and to the “Particulars of options or rights granted
over unissued shares” section of the Directors’ Report.
Number
Class – Performance Rights
Number of Holders
50,000
Performance Rights issued to consultant Bruce Davison on 21 December 2022, which
expire (if not converted) on 20 December 2026 with no exercise price, which vest on
10 October 2025.
1
50,000
Total Performance Rights on Issue
1
Voting Rights
At general meetings of the Company, all fully paid ordinary shares carry one vote per share without restriction. On a show of
hands, every member present at such meetings, or by proxy, shall have one vote and, upon a poll, each share shall have one
vote. Performance rights holders have no voting rights until their performance rights convert.
Substantial Shareholders as at 10 September 2025
Substantial shareholders in Aeris Environmental Ltd, based on Substantial Shareholder Notices received by the ASX and the
Company, are as follows:
Name
Number
Class
Voting Power
Maurie Stang
32,088,487
Ordinary fully paid shares
13.04%
Bernard Stang
29,870,329
Ordinary fully paid shares
12.14%
Steven Kenneth Kritzler
21,919,452
Ordinary fully paid shares
8.90%
Kefford Holdings Pty Ltd
13,124,463
Ordinary fully paid shares
5.32%
On-Market Buy-Back
There is no current on-market buy-back of shares in the Company.
AUSTRALIAN SECURITIES EXCHANGE (ASX) ADDITIONAL INFORMATION
CORPORATE
DIRECTORY
Aeris Environmental Ltd
ACN:
093 977 336
ABN:
19 093 977 336
Directors
Maurie Stang
Non-Executive Chairman
Steven Kritzler
Non-Executive Director
Abbie Widin
Non-Executive Director
Jenny Harry
Non-Executive Director
Chief Executive Officer
Andrew Just
Company Secretary
Robert Waring
Registered and Principal Office
Unit 5, Level 1, 26-34 Dunning Avenue
Rosebery NSW 2018 Australia
Telephone:
+61 2 8344 1315
Facsimile:
+61 2 9697 0944
Email:
info@aeris.com.au
Website:
www.aeris.com.au
Share Registry
Computershare Investor Services Pty Limited
Yarra Falls, 452 Johnston Street,
Abbotsford VIC 3067 Australia
GPO Box 2975, Melbourne VIC 3001 Australia
Telephone:
1300 850 505 (within Australia)
Telephone:
+61 3 9415 4000 (outside Australia)
Facsimile:
+61 3 9473 2500
Website:
www.computershare.com
Investor Link:
www.investorcentre.com/au
Auditor
UHY Haines Norton
Level 9, 1 York Street, Sydney NSW 2000
GPO Box 4137, Sydney NSW 2001
Telephone:
+ 61 2 9256 6600
Website:
www.uhyhnsydney.com.au
Stock Exchange
The Company’s fully paid ordinary shares are quoted on
the official list of the Australian Securities Exchange
(ASX Limited).
ASX Code
AEI
87
AERIS ENVIRONMENTAL LTD