adslot.com
2025
Annual Report
Vision.
To simplify premium
media trading
through
technology and collaboration.
Contents
Adslot 2025 Annual Report
2
A Message from our Chairman
5
Directors’ Report
14
Audited Remuneration Report
23
Auditor’s Independence Declaration
24
Consolidated Statement of Profit or Loss and Other Comprehensive Income
25
Consolidated Statement of Financial Position
26
Consolidated Statement of Changes in Equity
27
Consolidated Statement of Cash Flows
28
Notes to the Financial Statements
69
Consolidated Entity Disclosure Statement
70
Directors’ Declaration
71
Independent Auditor’s Report
76
Corporate Governance Statement
76
Shareholder Information
77
Corporate Directory
A Message from our Chairman
2
Dear Shareholders,
This year has been a pivotal one for Adslot. As
a portfolio of businesses, we have undergone
significant transformation, emerging as a
leaner, more focused organization with a
renewed sense of purpose and direction. FY25
has not been without its challenges, but I am
pleased to report that we are in a stronger
position than we were 12 months ago.
Adslot now comprises two high-growth ad-tech
businesses, and two non-core ad sector
technology business units that are poised to
drive
our
future
success.
Our
growth
businesses
have
achieved
remarkable
milestones
this
year,
each
securing
transformative, company-making transactions.
The StoreFront business signed a ground-
breaking partnership with Viber, enabling us to
provide
self-service
advertising
solutions
across 34 countries, with further global rollouts
in progress. Meanwhile, our Open Marketplace
business has partnered with Goldvertise to
provide new solutions for premium CTV
markets, leveraging premium inventory from
Vevo and other publishers. These transactions
validate our strategic vision and position us to
capture a growing share of the self-service
advertising market.
In
addition
to
these
achievements,
we
successfully completed a capital raise after
year end, further strengthening our balance
sheet and enabling us to accelerate execution
of our strategic initiatives. I am delighted to
welcome our new shareholders onto the
register and thank both new and existing
investors for their trust and confidence in
Adslot's potential.
The changes we have implemented over the
past year have been sweeping. We have
repriced key contracts, streamlined operations,
and focused resources on areas of highest
potential.
These
efforts,
combined
with
disciplined cost management, have reduced
cash burn and brought us closer to achieving
breakeven. While there remains much to do,
the foundations we have laid this year provide
a platform for sustainable growth.
I want to express my deep gratitude to our staff,
whose resilience and dedication have been
instrumental in stabilizing our core business
and advancing our strategic priorities. To our
shareholders, both long-standing and new,
thank you for your patience and continued faith
in our vision. Your trust drives us to deliver on
the potential of this business.
As we look to the future, we remain laser-
focused on execution. There is no doubt that
challenges remain, but our progress this year
demonstrates our ability to adapt, innovate, and
succeed in a rapidly evolving market. I am
confident that the steps we have taken, and
those we continue to take, will position Adslot
as a leader in the self-service advertising
landscape.
Sincerely,
Andrew Dyer
Executive Chairman
Directors
3
Executive Chairman
Mr Andrew Dyer
Andrew Dyer is Chair of Rozetta
Institute, an independent, not-
for-profit research organisation
that seed-funds transformative
research centres to deliver
societal impact. Mr Dyer is also
a Senior Partner Emeritus and
Senior Advisor of The Boston
Consulting Group (BCG), and a
member of BCG’s global Senior
Partner Emeritus Council. Mr
Dyer is also an advisor to
several
public
and
private
company CEO’s and boards.
In his 27 years with BCG Mr
Dyer
supported
senior
executives
in
leading
companies around the world.
He also held local, regional and
global
leadership
positions,
including leading BCG’s People
& Organization and Enablement
Practices and was also a
member
of
BCG’s
global
Executive Committee, including
roles on several BCG Board
Committees.
Prior to joining BCG in 1994, Mr
Dyer
worked
for
the
Commonwealth Bank and the
Australian Federal Government.
Mr Dyer is a member of the
Adslot’s Audit & Risk Committee
and Remuneration Committee.
Mr Dyer was appointed as
Chairman of Adslot on 9 June
2023.
Mr Dyer was appointed as
Executive Chairman of Adslot
on 13 August 2024.
Non- executive Director
Mr Adrian Giles
Adrian Giles is an entrepreneur
with a distinguished track record
in the Internet and technology
sectors. In 1997, he co-founded
Sinewave
Interactive,
pioneering
Australia’s
first
Search
Engine
Optimisation
(SEO) business. He later co-
founded Hitwise, a global leader
in
internet
audience
measurement, which expanded
into the US, UK, Australia, New
Zealand,
Hong
Kong,
and
Singapore.
Hitwise
was
acquired by Experian (LSE:
EXPN) in 2007 in one of
Australia's
most
successful
venture capital-backed exits.
Adrian is currently Chairman of
Fortress Esports, a leading
games
culture
and
entertainment
business
with
flagship venues in Melbourne
and Sydney and a growing
international licensing footprint.
At Adslot, Adrian serves as
Chair
of
the
Remuneration
Committee and is a member of
the Audit & Risk Committee.
Non- executive Director
Ms Sarah Morgan
Sarah Morgan has extensive
experience
in
the
finance
industry, primarily as part of
independent corporate advisory
firm Grant Samuel. Ms Morgan
has been involved in public and
private company mergers and
acquisitions, as well as equity
and debt capital raisings. She
holds a degree in Engineering
and a Master of Business
Administration
from
the
University of Melbourne and is a
Graduate of Australian Institute
of Company Directors.
Ms Morgan is a Non-Executive
Director of Future Generation
Global Investment Limited (from
July 2015) and Intrepid Group
Pty Ltd (from January 2019). Ms
Morgan was previously a Non-
Executive Director of Hansen
Technology
Limited
(from
October 2014 to December
2019), Nitro Software Limited
(from November 2019 to March
2023) and Whispir Limited (from
January 2019 to January 2024).
Ms Morgan is Chair of the Audit
and Risk Committee.
Officers
4
Interim
Chief
Executive
Officer
Mr Ben Loiterton
Ben Loiterton’s career spans 36
years as a company director,
executive, investment banker
and involved in entrepreneurial
activity.
He is an experienced public
company director having served
on five ASX-listed company
boards, two as chair, and
various unlisted public company
and private company boards.
Mr
Loiterton
has
extensive
experience
with
driving
commercial strategy, corporate
finance, equity capital raising,
IPOs, mergers & acquisitions,
financial
structuring,
and
providing legal and business
advice for both fast-growth
businesses,
and
companies
navigating
turnaround
and
restructuring.
Mr
Loiterton
has
direct
experience in a wide array of
sectors including technology,
software / SaaS, telecoms,
media,
resources,
energy,
FMCGs & food, commercial
property, financial services and
traditional businesses.
He has co-founded several
start-up
businesses
and
arranged equity funding across
the full spectrum from initial
angel rounds to large private
equity transactions.
Mr Loiterton is a Principal at
Sydney-based
investment
banking firm Andover Partners.
Mr
Loiterton
graduated
B.
Comm LL. B from the University
of New South Wales.
Mr Loiterton was appointed as
Interim Chief Executive Officer
on 6 September 2024 replacing
Mr Ben Dixon who resigned as
Chief Executive Officer on the
same date.
Company Secretary
Mr Mark Licciardo
Mark Licciardo holds a Bachelor
of
Business
Degree
(Accounting) and a Graduate
Diploma in Company Secretarial
Practice, is a Fellow of the
Australian Institute of Company
Directors,
the
Governance
Institute of Australia and the
Institute
of
Company
Secretaries and Administrators.
Mark Licciardo was appointed
Company Secretary on 20 April
2022. He was the founder and
Managing Director of Mertons
Corporate
Services,
and
following Mertons’ acquisition by
Acclime, is Managing Director,
Listed Company Services for
Acclime
Australia.
Acclime
provides a range of professional
services
including
company
secretarial
and
corporate
governance consulting to ASX
listed and unlisted public and
private companies. He is also a
former Company Secretary of
ASX
listed
companies
Transurban
Group
and
Australian
Foundation
Investment Company Limited.
Chief Financial Officer
Mr Mal Jayakody
Mr Jayakody has over 26 years
of
finance
and
executive
leadership experience across
listed and private companies.
He joined Adslot in 2011 and has
held several senior finance
roles, including eight years as
Group
Financial
Controller,
Acting Chief Financial Officer in
2017, and Head of Finance
since April 2023.
Prior to joining Adslot, Mr
Jayakody was Chief Financial
Officer at Sintesi, a global
research,
design,
and
manufacturing
business
servicing the apparel industry.
He holds a Master of Business
Administration and is a Fellow of
CPA Australia (FCPA), a Fellow
of the Chartered Institute of
Management
Accountants
(FCMA, UK), and a Chartered
Global Management Accountant
(CGMA).
Mr Jayakody was appointed as
Chief Financial Officer on 1 May
2024.
Directors’ Report
5
Directors
Mr Andrew Dyer, Ms Sarah Morgan & Mr Adrian Giles were directors for the whole financial year and
up to the date of this report.
Mr Andrew Dyer was appointed as Executive Chairman on 1 September 2024. Mr Ben Dixon resigned
as CEO and Executive Director on 6 September 2024 and Mr Tom Triscari resigned as a Non-Executive
Director on 29 October 2024.
Directorships of other listed companies
Other than those disclosed on page 3 of this Annual Report no director holds a Directorship in any other
listed companies in the three-year period immediately before the end of the financial year.
Directors’ shareholdings
The following table sets out each director’s relevant interest in shares or options in shares of the Group
as at the date of this report.
Directors
Ordinary Shares
#
Share Options
#
Mr Andrew Dyer
403,615,401
5,700,000
Mr Adrian Giles
122,150,907
-
Ms Sarah Morgan
116,462,826
-
Mr Ben Dixon (i)
103,189,675
-
Mr Tom Triscari (ii)
16,913,290
6,000,000
(i)
Mr Dixon resigned as CEO and Executive Director on 6 September 2024.
(ii)
Mr Triscari resigned as Non-Executive Director on 29 October 2024. Options expired on 8
August 2025.
Remuneration of directors and senior management
Information about the remuneration of directors and senior management is set out in the remuneration
report of this directors’ report.
Directors’ Meetings
The following table sets out the number of meetings of the Group’s Directors held during the year ended
30 June 2025 and the number of meetings attended by each Director.
Board of Directors
Remuneration Committee
Audit and Risk Committee
Directors
Held
Attended
Held
Attended
Held
Attended
Mr Andrew Dyer
7
7
2
2
5
5
Mr Adrian Giles
7
7
2
2
5
4
Mr Ben Dixon (i)
2
1
-
-
-
-
Ms Sarah Morgan
7
7
-
-
5
5
Mr Tom Triscari (ii)
4
4
-
-
-
-
(i)
Mr Dixon resigned as CEO and Executive Director on 6 September 2024.
(ii)
Mr Triscari resigned as Non-Executive Director on 29 October 2024.
6
Principal activities
Adslot Ltd derives revenue from two principal activities:
1. Trading Technology - comprises Adslot Media (Marketplace and StoreFront) leading global media
trading technology platform, and Symphony, market-leading workflow automation technology for media
agencies.
2. Services - comprises digital marketing services - provided by the Group’s Webfirm division - and
project-based customisation of Trading Technology.
Operating Results
2025
2024
Movement
$
$
$
%
Revenue from Trading Technology
4,118,161
6,913,064
(2,794,903)
(40%)
Revenue from Services
1,480,865
1,527,363
(46,498)
(3%)
Total revenue and other income
5,766,174
8,746,714
(2,980,540)
(34%)
Operating costs
9,511,549
13,468,243
3,956,694
29%
EBITDA (loss)
(3,452,605)
(7,582,565)
4,129,960
54%
Adjusted EBITDA (loss)1
(3,452,605)
(4,790,019)
1,337,414
28%
NPAT (loss)
(3,699,489)
(10,703,881)
7,004,392
65%
Adjusted NPAT (loss)1
(3,699,489)
(7,911,335)
4,211,846
53%
1 Adjusted EBITDA (loss) and Adjusted NPAT (loss) are non-IFRS metrics used for management reporting. The Group
believes Adjusted EBITDA (loss) and Adjusted NPAT (loss) reflect what it considers to be the underlying performance
of the business. The EBITDA and NPAT adjustments comprise:
EBITDA & NPAT Adjustments
2025
2024
$
$
Impairment of intangible assets
-
5,085,751
Impairment of right of use asset
-
401,355
Capitalised wages
-
(2,694,560)
Total
-
2,792,546
Prior to FY2025, the Group capitalised development costs in accordance with AASB 138. Following a review in FY2025,
all wages are now expensed (Refer Note 10).
Review of Operations
Total revenue and other income for FY2025 was $5.8 million, a decrease of 34% versus $8.7 million in
FY2024 largely due to a 40% decrease in Trading Technology revenue.
The Group’s operating costs reduced by 29% to $9.5 million in FY2025 (FY2024: $13.5 million) following
the implementation of a number of cost saving initiatives during the year.
The Consolidated Group operating loss before interest, income tax, depreciation and amortisation
(EDITDA) in FY2025 was $3.5 million a 54% improvement versus the $7.6 million loss in FY2024. The
Consolidated Group operating loss after tax (NPAT) of $3.7 million is a 65% improvement to the prior
year loss of $10.7 million.
7
Trading Technology
The strategic focus of the business remains Trading Technology revenues. These revenues are
comprised of:
•
Trading Fees – fees charged as a percentage of media traded; generated primarily from Adslot
Media and StoreFront. Trading fees generated via the Adslot Media platform attract a higher
percentage fee and represent the significant majority of Trading Fees; and
•
Licence Fees – generated primarily from Symphony, a market-leading workflow automation tool
for Media Agencies.
Trading Fees
Total Trading Fee revenue across Symphony and Adslot Media including StoreFront was $0.8 million
in FY2025, a 6% decrease on the prior financial year (FY2024: $0.9 million).
Adslot Media trading fees including StoreFront revenue for FY2025 was $0.8 million, a 7% decrease
compared to the prior period (FY2024: $0.8 million). This decrease largely reflected a 39% fall in
monetised total transaction value (TTV) for the Adslot Media platform due to adverse macroeconomic
conditions which is impacting digital advertising spend, as well as broader industry disruption.
$908
$1,281
$1,232
$1,039
$876
$822
$-
$200
$400
$600
$800
$1,000
$1,200
$1,400
FY 20
FY 21
FY 22
FY 23
FY 24
FY 25
Thousands
Total Trading Fees
$15.53
$28.30
$25.49
$47.98
$43.62
$26.46
0
10
20
30
40
50
60
FY20
FY21
FY22
FY23
FY24
FY25
Millions
Monetised Total Transaction Value
8
Key business initiatives during the year included the:
Continued development of the German CTV market. In February 2025, the company signed an
agreement with Goldvertise, one of the leading CTV publishers in Germany. Goldvertise sees
the partnership with Adslot as a critical component to their strategic mission of trading more
inventories directly. The companies are now collaborating to onboard demand commencing
with 200 direct advertisers that were invited to the platform in early August, before extending
the onboarding process to independent agencies and major agency groups.
Launch of the Publisher StoreFront strategy at the end of 2024 with a specific focus on global
publishers, as well as major publishers in the USA, UK and Australian markets. Important wins
include Rakuten Viber, a leading messaging app with over 1 billion users across 190+
countries, which is now in the process of activating its StoreFront in 34 countries and Hearst,
the world's largest lifestyle publisher through major titles such as Cosmopolitan, Elle and
Harper's Bazaar, which has recently activated its StoreFront in the UK, a strategically important
market for the group globally.
Licence Fees
Total Licence Fee revenue across Symphony and Adslot Media was $3.3 million in FY2025,
representing a 45% reduction on the prior financial year (FY2024: $6.0 million).
In April 2024, the Company announced amendments to its long standing agreement with international
agency group, GroupM, for the provision of the standalone Symphony workflow management solution.
The amendments included the removal of dedicated development resources which were funded by
GroupM and the removal of the Symphony platform from three markets: Vietnam, India and the
Philippines. These changes have resulted in a 45% reduction in licence fees in FY2025. The Company
implemented cost reductions which offset some of the revenue reductions.
In October 2024, the Company announced the successful execution of a two-year extension to its
Symphony contract with GroupM. The renewed contract includes a 45% increase to monthly revenue
from September 2024 across 8 markets in APAC and EMEA.
As a result of these contract amendments, GroupM licence fees are currently 52% below the revenue
being achieved at the same time in FY2024.
$7,207
$5,154
$6,049
$6,424
$6,037
$3,296
$-
$1,000
$2,000
$3,000
$4,000
$5,000
$6,000
$7,000
$8,000
FY 20
FY 21
FY 22
FY 23
FY 24
FY 25
Thousands
Total Licence Fees
9
Services
Services revenue, including Webfirm and custom development work for Symphony, Adslot Media &
Adslot StoreFront customers was $1.5 million in FY2025, a $0.05 million decrease on the previous year
(FY2024: $1.5 million).
Webfirm revenue for FY2025 was $1.4 million, a $0.08 million decrease on the previous year. (FY2024:
$1.5 million).
Cost Management
Total operating costs of $9.5 million for FY2025 represented a 29% decrease in costs (FY2024: $13.5
million). Total operating costs are derived by adding back non-cash and non-operating expenses to
Total expenses:
2025
2024
$
$
Total expenses
9,327,352
19,251,583
Depreciation and amortisation expenses
(63,918)
(2,921,250)
Interest Expenses
(58,693)
(69,544)
Impairment – Right of use asset - Melbourne
-
(401,355)
Impairment – Intangible assets
-
(5,085,751)
Capitalised wages (i)
-
2,694,560
R&D grants offsetting wages (ii)
306,808
-
Total operating costs
9,511,549
13,468,243
(i)
In FY2025, wages were not capitalised (See Note 10). In FY2024, $2,694,560 of wages were capitalised
and these amounts have been added back in arriving at the comparative total operating costs for FY2024
to ensure consistency of presentation.
(ii) Since wages were not capitalised in FY2025, R&D grants were offset against wages expense. This
amount is added back to ensure consistency. In FY2024, when wages were capitalised, R&D grants were
offset against capitalised wages.
As disclosed to the market in over the last 24 months, the Group has made pre-emptive steps to reduce
cash outflows and extend its cash operating runway via a series of cost reduction initiatives. Cost
reductions were targeted to ensure continued investment in strategic and revenue-generating product
development, and no disruption to existing client relationships.
(i) For consistency, the figures presented in the graph add back capitalised wages for FY2020–FY2024
(where R&D grants offset against capitalised amounts) and R&D grants offsetting wages for FY2025 when
wages were not capitalised.
$11,723
$12,045
$11,690
$11,302
$10,774
$9,205
$4,563
$3,106
$3,405
$3,205
$2,695
$307
$0
$2,000
$4,000
$6,000
$8,000
$10,000
$12,000
$14,000
$16,000
FY20
FY21
FY22
FY23
FY24
FY25
Thousands
Total Operating Costs
Capitalised salaries
R&D Grants offsetting wages
10
In FY2025, the total operating costs were $9.5 million (FY2024: $13.5 million), a decrease of 29% on
prior year.
In September 2024, after a review of the US-market focused Br1dge project, the Group implemented a
full phase-out of costs and ongoing investment for the project. This decision was driven by a range of
factors including ongoing uncertain industry dynamics, medium-term delays with revenue performance
and as part of the Strategic Review cost-outs initiatives. BrIdge, Inc was dissolved on 31 December
2024 with minimal remaining costs of $0.4 million incurred in FY2025. Excluding Br1dge, operating
costs decreased by 7% from FY2024.
The costs savings largely represented headcount savings which were realised through natural attrition,
redundancies and optimising internal workflows.
Capitalised development costs were $2.7 million in FY2024 and nil in FY2025 due to change in
accounting treatment for development cost.
EBITDA
The Consolidated Group operating loss before interest, income tax, depreciation and amortisation
(EBITDA) in FY2025 was $3.5 million a 54% improvement versus the $7.6 million loss in FY2024. The
Consolidated Group operating loss after tax (NPAT) of $3.7 million is a 65% improvement to the prior
year loss of $10.7 million.
The EBITDA and NPAT for FY2024 were substantially impacted by an impairment of intangible assets
of $5.1 million and impairment of right of use asset of $0.4 million. Furthermore, in FY2024 development
cost were capitalised. These amounts have been adjusted from the FY2024 results to reflect underlying
performance of the business.
The Consolidated Group operating loss before interest, income tax, depreciation and amortisation
(EBITDA) in FY2025 was $3.5 million a 28% improvement versus the $4.8 million adjusted EBITDA
loss in FY2024. The Consolidated Group operating loss after tax (NPAT) of $3.7 million is a 53%
improvement to the prior year adjusted NPAT loss of $7.9 million.
Cash Management
Net cash outflows from operating activities for FY2025 were $3.2 million, an increase of $2.6 million
compared to FY2024 $0.7 million. This was primarily driven by a reduction in customer receipts.
Total R&D incentives received in FY2025 was $0.9 million which was recorded across operating
activities ($0.2 million) and investing activities ($0.7 million).
During FY2025, the Company raised $1.5 million (after costs) from a capital raise announced on 17
June 2024, comprising:
•
The Institutional Entitlement Offer was concluded in FY2024, raising $0.5 million before costs,
with 525 million fully paid ordinary shares issued.
•
On 15 July 2024, the Company successfully completed the Retail Entitlement Offer of $1.0
million before costs for the issue of 952 million ordinary shares.
•
The Entitlement Offer was finalised on 7 October 2024, raising an additional $0.5 million with
the issue of 340 million new shares on 8 October 2024 from new and existing shareholders and
200 million new shares from related parties, which was later approved at the November 2024
Annual General Meeting.
Cash as at 30 June 2025 was $1.5 million (FY2024: $3.1 million).
11
Business growth strategy
The Group’s growth strategy is focused on Adslot Media which is supported by Adslot’s other
businesses:
•
Adslot Media
o
StoreFront: Solution Roll-out to global media and publisher clients.
o
Open Marketplace: Grow TTV across platform and increase ratio of monetised TTV.
•
Symphony: providing a technology platform and services to GroupM; and
•
Webfirm: a digital marketing business.
In addition, the Group will continue its focus on cost management as it progresses towards cash flow
break-even.
Material business risks
The Group is subject to risks of both a general nature and those specific to its business activities
including, but not limited to:
•
Retaining existing customers and keeping them engaged in the Adslot’s products and Services;
•
Attracting new customers and achieving revenue growth;
•
Cyber security incidents involving unauthorised access to data and assets, causing disruption
to services;
•
Retaining key personnel and attracting new personnel; and
•
Ongoing access to funds in capital markets.
The information presented in this Review of Operations has not been audited in accordance with the
Australian Auditing Standards.
Matters Subsequent to the End of the Financial Year
On 7 August 2025, the Company announced that it has received firm commitments to raise $989,000
(before transaction costs) from sophisticated and professional investors. The funds were raised through
the issue of secured convertible notes and equity securities. The Company issued $739,000 in secured
convertible notes to sophisticated professional investors. The notes are convertible into shares at the
election of the holder at any time before their maturity date. The conversion price is $0.001 per share
and face value of each note is $1,000.00. The maturity date of the notes is thirty months after they are
issued. Each note subscribed for will, subject to shareholder approval, entitle the noteholder to be
issued with 333,333 attaching options in the Company.
In addition to the issue of the notes, the Company has received commitments from sophisticated and
professional investors for $250,000 in ordinary shares. The Company agreed to issue 250,000,000 fully
paid ordinary shares at a price of $0.001 per share. These investors will be entitled (subject to
shareholder approval being obtained) to one for one attaching option for each ordinary share
subscribed. 225,000,000 shares were issued on 8 August 2025 and a further 25,000,000 shares are to
be issued to a related party subject to shareholder approval.
On 13 August 2025, the Company issued 57,363,770 fully paid ordinary shares at an issue price of
$0.001 per ordinary share to the directors as part of Director Fees Plan pursuant to the approval at the
2024 Annual General Meeting on 6 September 2024. As per the plan the Company entered into
agreements with its Board of Directors to pay their compensation in equity instead of cash to assist the
pathway to breakeven. This issue relates to fees relating to quarter ended 30 June 2025.
On 14 August 2025, ASX granted the Company a waiver from Listing Rule 10.1 to the extent necessary
to permit the Company to, without shareholder approval, extend the security interest in favour of holders
of convertible notes issued on 8 August 2025. Under this approval, the Company extended the security
interest to a substantial shareholder group. That was issued 374 convertible notes ($374,000).
On 18 August 2025, the Company advised to the market that it has received notice from REA Group
Limited (REA) of REA's intention to terminate its long-standing arrangement with Adslot for the provision
of advertising auction management software, effective December 2025. Adslot may provide some
statement of work services for transitional services as part of the migration of data.
12
Environmental regulations
The Group’s operations are not subject to any significant environmental regulations under the
Commonwealth, State or any other country in which the entity operates.
Dividends
The Directors do not recommend the declaration of a dividend. No dividend has been declared or paid
during the year.
Shares under option
Details of unissued shares or interests under option as at the date of this report are:
Issue Type
Expiry Date
Exercise
Price
Balance at
beginning of
the period
Issued
during
the period
Lapsed/
Forfeited during
the period
Exercised
during
the period
Balance at
end of the
period
$
(Number)
(Number)
(Number)
(Number)
(Number)
Ordinary options
12/07/2024
0.028
13,916,667
-
(13,916,667)
-
-
Ordinary options
06/08/2024
0.034
18,000,000
-
(18,000,000)
-
-
Ordinary options
16/12/2024
0.043
2,500,000
-
(2,500,000)
-
-
Ordinary options
29/07/2025
0.041
8,500,000
-
(2,000,000)
-
6,500,000
Ordinary options
29/07/2025
0.041
6,250,000
-
-
-
6,250,000
Ordinary options
08/08/2025
0.028
6,000,000
-
-
-
6,000,000
Ordinary options
11/10/2025
0.040
2,500,000
-
-
-
2,500,000
Ordinary options
15/06/2026
0.018
35,200,000
-
(4,400,000)
-
30,800,000
Ordinary options
15/11/2026
0.018
3,200,000
-
-
-
3,200,000
Ordinary options (i)
31/12/2024
0.006
96,562,817
-
(96,562,817)
-
-
Ordinary options
05/11/2028
0.001
-
25,000,000
-
-
25,000,000
Ordinary options
05/11/2028
0.001
-
1,150,000
-
-
1,150,000
Ordinary options
01/12/2028
0.0015
-
95,000,000
(4,000,000)
-
91,000,000
Ordinary options
23/01/2029
0.0015
-
9,500,000
-
-
9,500,000
Ordinary options
24/02/2029
0.001
-
40,000,000
-
-
40,000,000
Ordinary options
04/06/2029
0.0015
-
5,000,000
-
-
5,000,000
192,629,484
175,650,000
(141,379,484)
-
226,900,000
(i)
As part of the Entitlement Offer finalised on 6 July 2023, the Group issued 1,126,417,783 unquoted attaching
share options to purchase ordinary shares of Adslot Ltd. The Directors of Adslot Ltd including their
personally related parties received 96,562,817 share options under this scheme. The options expired
without being exercised on 31 December 2024.
13
Indemnification and Insurance of Officers
The Group has during the financial year, in respect of each person who is or has been an officer of the
Group or a related body Corporate, made a relevant agreement for indemnifying against a liability
incurred as an officer, including costs and expenses in successfully defending legal proceedings.
Since the end of the financial year, the Group has paid premiums to insure all directors and officers of
Adslot Ltd and the Adslot Group of companies, against costs incurred in defending any legal
proceedings arising out of their conduct as a director and officer of the Group, other than for conduct
involving a wilful breach of duty or a contravention of Sections 232 (5) or (6) of the Corporations Act
2011, as permitted by section 241A (3) of the Corporations Act. Disclosure of the premium amount is
prohibited by the insurance contract.
Proceedings on behalf of the Group
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring
proceedings on behalf of the Group, or to intervene in any proceedings to which the Group is a party,
for the purpose of taking responsibility on behalf of the Group for all or part of those proceedings.
No proceedings have been brought or intervened in on behalf of the Group with leave of the Court under
section 237 of the Corporations Act 2001.
Auditor’s Independence Declaration
The auditor’s independence declaration for the year ended 30 June 2025 has been received and can
be found on page 23 of the financial report. Details of amounts paid or payable to the auditor for non-
audit services provided during the year are outlined in Note 19 to the financial statements.
The directors are satisfied that the provision of non-audit services during the financial year by the auditor
(or by another person or firm on the auditor's behalf), is compatible with the general standard of
independence for auditors imposed by the Corporations Act 2001.
The directors are of the opinion that the services as disclosed in Note 19 to the financial statements do
not compromise the external auditor's independence requirements of the Corporations Act 2001 for the
following reasons:
•
all non-audit services have been reviewed and approved to ensure that they do not impact the
integrity and objectivity of the auditor; and
•
none of the services undermines the general principles relating to auditor independence as set out
in APES 110 – Part 4A of Ethics for Professional Accountants issued by the Accounting
Professional and Ethical Standards Board, including reviewing or auditing the auditor's own work,
acting in a management or decision-making capacity for the Company, acting as an advocate for
the Company or jointly sharing economic risks and rewards.
Audited Remuneration Report
14
The audited remuneration report is set out under the following headings:
Section 1:
Non-executive directors’ and Chairman’s remuneration
Section 2:
Executive remuneration
Section 3:
Details of remuneration
Section 4:
Executive contracts of employment
Section 5:
Long Term Incentives (equity-based compensation)
Section 6:
Culture, accountability and remuneration
Section 7:
Equity holdings and transactions
Section 8:
Other transactions with key management personnel
Section 1: Non-executive directors’ and Chairman’s remuneration
Non-executive directors’ fees are reviewed annually and determined by the Board, taking into account
fees paid to non-executive directors of comparable companies. These fees remain within the maximum
aggregate limit of $600,000 per annum, as approved by shareholders at the Annual General Meeting
held on 23 November 2021.
To maintain the independence and integrity of their roles, non-executive directors do not receive
performance-based bonuses.
The 2025 financial year, non-executive directors’ and Chairman’s remuneration were:
•
The Chairman’s fees of $100,000 per annum.
•
Non-executive directors $50,000 per annum.
•
An additional $25,000 per annum to the Chairs of the Audit & Risk Committee and the
Remuneration Committee, in recognition of the additional responsibilities.
Mr Andrew Dyer who was the Chairman since 9 June 2023, was appointed Executive Chairman on 13
August 2024, with his term running through to 30 June 2025.
Throughout the 2025 financial year, Ms Sarah Morgan and Mr Adrian Giles were the Chairs of the Audit
& Risk Committee and the Remuneration Committee, respectively.
To support the Company’s path to breakeven, at the Annual General Meeting (AGM) held on 26
November 2024, it was approved that:
•
the Board receive their compensation in equity under the Directors Fees Plan.
•
Directors will reduce their fees by one third, from 1 October 2024, until the Company can
sustainably afford otherwise.
a. Non-executive directors (including fees for Chairs of the Audit & Risk Committee and
the Remuneration Committee): Reduced from $75,000 to $50,000 per annum.
b. Chairman’s fee: Reduced from $100,000 to $66,667 per annum.
•
A temporary Executive Chairman’s additional fee of $75,000 per annum for the executive role
until the turnaround plan is complete.
•
Once the business is sustainable the directors’ fees will revert to historic levels and be paid in
cash.
Mr Tom Triscari was engaged via his consulting company, Lemonade Projects, to provide advisory
services at a rate of US$50,000 per annum. These fees were included in the key management
personnel remuneration. His consultancy fee was reduced to US$33,333 per annum effective 1 October
2024. Mr Triscari resigned as a non-executive director on 29 October 2024.
Section 2: Executive remuneration
The Board of Directors are responsible for determining and reviewing compensation arrangements for
key management personnel and the executive team. The Remuneration Committee makes
recommendations on remuneration of key management personnel to the Board.
The Board assesses the appropriateness of the nature and amount of emoluments of these employees
on a periodic basis by reference to relevant employment market conditions with the overall objective of
ensuring maximum stakeholder benefit by:
a) Attracting the highest quality employees;
b) Retaining the best performing employees;
c) Aligning the employees with shareholder outcomes;
d) Aligning employee motivation to a cascading set of key performance indicators that drive the
most optimal strategic outcomes for the business; and
e) Ensuring it aligns with the latest industry best practice.
15
Executives’ remuneration consists of a fixed cash component, short-term incentives in the form of cash
bonuses, and long-term incentives in the form of equity-based compensation linked to the long-term
prospects and future performance of the Group. The inclusion of equity-based compensation in
executives’ remuneration provides a direct link between their remuneration and shareholder wealth,
otherwise there are no direct relationships.
The Board has regard to the following variables to assess the Group’s performance and benefits for
shareholder wealth:
Item
2025
2024
2023
2022
2021
EPS (cents)
(0.07)
(0.33)
(0.55)
(0.23)
(0.33)
Net loss ($)
(3,699,489)
(10,703,881)
(12,078,360)
(4,647,402)
(6,280,774)
Share price at 30 June ($)
0.001
0.001
0.003
0.012
0.028
Section 3: Details of remuneration
Details of the remuneration of the directors and the key management of the Group and its controlled
entities are set out in the following tables.
The key management personnel of Adslot Ltd and its controlled entities include the following directors
and executive officers:
Directors
Position
Date appointed/resigned as Director
Mr Andrew Dyer
Executive Chairman
Chairman
Non-Executive Director
Appointed 1 September 2024
Appointed 9 June 2023
Appointed 28 May 2018
Mr Adrian Giles
Non-Executive Director
Appointed 26 November 2013
Ms Sarah Morgan
Non-Executive Director
Appointed 27 January 2015
Mr Ben Dixon
Executive Director
Chief Executive Officer
Executive Director
Resigned 6 September 2024
Appointed 1 February 2018
Appointed 23 December 2013
Mr Tom Triscari
Non-Executive Director
Executive Director, Head of Corporate
Development and Interim Chief
Financial Officer
Resigned 29 October 2024
Appointed 9 August 2021
Resigned in an executive capacity 30 April
2024
Appointed 6 April 2022
Executive Officers
Position
Date appointed/resigned as Executive
Mr Ben Loiterton
Interim Chief Executive Officer
Appointed 6 September 2024
Mr Tom Peacock
Chief Commercial Officer
Appointed 23 December 2013
Mr Mal Jayakody
Chief Financial Officer
Appointed 1 May 2024
16
Group
2025
Short-term benefits
Long
Term
Benefits
Termination
Benefits
Post-
employment
benefits
Share-based payment
Total
Name
Salary
& fees
Short
Term
Incentive
Other
Long
Service
Leave
Termination
Benefits
Super-
annuation
Share
Options
Expensed
Shares
& Unit
$
$
$
$
$
$
$
$
$
Executive directors
Mr B Dixon (i)
91,126
-
-
59,615
92,308
7,483
-
-
250,532
Non-executive directors
Mr T Triscari (ii)
13,056
-
5,702
-
-
-
212
16,913
35,883
Mr A Giles
12,714
-
-
-
-
5,802
-
37,734
56,250
Ms S Morgan
6,942
-
-
-
-
5,802
-
43,506
56,250
Mr A Dyer (iii)
-
-
-
-
-
-
-
137,503
137,503
Other key management personnel
Mr B Loiterton (iv)
166,667
-
-
-
-
-
60,052
-
226,719
Mr T Peacock
259,000
-
-
5,834
-
29,785
26,749
-
321,368
Mr M Jayakody
210,000
-
-
3,500
-
24,150
22,947
-
260,597
Totals
759,505
-
5,702
68,949
92,308
73,022
109,960
235,656 1,345,102
(i)
Mr Dixon resigned as Chief Executive Officer on 6 September 2024.
(ii)
Mr Triscari resigned as Non-Executive Director on 29 October 2024.
(iii)
Mr Dyer was appointed as Executive Chairman on 1 September 2024.
(iv)
Mr Loiterton was appointed as Interim Chief Executive Officer on 6 September 2024.
The Directors agreed to take their compensation in equity to assist the Company to its pathway to breakeven. To
facilitate this arrangement, a Director Fees Plan has been established to allow Directors to elect, from time to time,
to be paid through the issue of Shares, rather than cash payment. In addition, effective 1 October 2024, the
Directors agreed to reduce their fees by one-third until the Company can afford otherwise. These were approved
at the 2024 November AGM.
Based on the terms of his contract agreement and performance of the Company as at 30 June 2025, Mr Loiterton
will be issued 50 million options through his affiliated entity, Venturastar Pty Ltd, subject to shareholders’ approval
at the upcoming 2025 AGM.
During the 2025 financial year the Options outlined below expired without being exercised. These expiring options
are excluded from the above Share-based remuneration figures. These amounts were previously included as
share-based remuneration when they were expensed in the financial statements. On the date of expiry, the total
amounts that were already expensed were moved from share-based payments reserve to retained earnings in the
financial statements.
Name
Options Expired
(Number)
Value
($)
Mr B Dixon
18,000,000
324,301
Mr A Dyer
2.500,000
58,743
Mr T Peacock
1,250,000
18,225
Mr M Jayakody
250,000
3,645
22,000,000
404,914
17
Short Term Incentives
Short Term Incentives (STIs) paid in the year, along with the total STI opportunity in each year, relating
to the 2024 and 2025 financial years, are outlined in the table below:
Name
Amount
Paid
Total 2024 STI
Opportunity
Amount
Paid
Total 2025
STI
Opportunity
Assessment Criteria
$
$
$
$
Mr B Dixon (a)
-
100,000
-
- Group performance to budget and executive
management to achieve KPIs
Mr T Peacock
-
100,000 (c)
-
100,000 (c) Group revenue achievement and individual
KPIs
Mr T Triscari (b)
- USD 100,000 (d)
-
- Achieving key performance criteria in the
realization of shareholder value
(a)
Mr Dixon resigned on 6 September 2024.
(b)
Mr Triscari resigned on 29 October 2024.
(c)
A new STI plan was introduced in 2020 with a $100,000 STI opportunity. A third assessed on revenue
targets at the half year and the balance assessed on revenue targets and personal KPIs at the full year.
(d)
The Company may in its absolute discretion pay a performance bonus of up to USD$100,000, based on
achieving key performance criteria in the realization of shareholder value, with such performance criteria
to be agreed between the Company and the Employee.
No STIs were paid to key management personnel in relation to the 2025 financial year.
Group
2024
Short-term benefits
Long
Term
Benefits
Post-
employment
benefits
Share-based payment
Total
Name
Salary
& fees
Short
Term
Incentive
Other
Long
Service
Leave
Super-
annuation
Share
Options
Expense
d
Performance
Rights
$
$
$
$
$
$
$
$
Executive directors
Mr B Dixon
300,000
-
-
6,185
27,399
1,001
-
334,585
Non-executive directors
Mr T Triscari (i)
99,884
-
14,381
-
-
8,082
-
122,347
Mr A Barlow (ii)
25,333
-
-
-
6,132
-
-
31,465
Mr A Giles
68,150
-
-
-
6,850
-
-
75,000
Ms S Morgan
68,150
-
-
-
6,850
-
-
75,000
Mr A Dyer
100,000
-
-
-
-
-
-
100,000
Other key management personnel
Mr T Peacock
259,000
-
-
5,657
27,399
12,138
-
304,194
Mr M Jayakody (iii)
35,000
-
-
585
3,850
151
-
39,586
Totals
955,517
- 14,381
12,427
78,480
21,372
- 1,082,177
(i)
In April 2024, Mr Triscari stepped down from his role of Executive Director, Head of Corporate
Development and Interim Chief Financial Officer.
(ii)
Mr Barlow resigned from Board of Adslot’s Directors on 16 February 2024 and was considered as a
KMP until then. The superannuation amount shown relates to $55,750 which includes fees from
FY2023.
(iii)
On 1 May 2024, Mr Jayakody was appointed as Chief Financial Officer.
During the 2024 financial year the Options outlined below expired without being exercised. These expiring options
are excluded from the above Share-based remuneration figures. These amounts were previously included as
share-based remuneration when they were expensed in the financial statements. On the date of expiry, the total
amounts that were already expensed were moved from share-based payments reserve to retained earnings in the
financial statements.
Name
Options Expired
(Number)
Value
($)
Mr T Peacock
1,000,000
10,724
18
Short Term Incentives
STIs paid in the year, along with the total STI opportunity in each year, relating to the 2023 and 2024
financial years, are outlined in the table below:
Name
Amount
Paid
Total 2023 STI
Opportunity
Amount
Paid
Total 2024
STI
Opportunity
Assessment Criteria
$
$
$
$
Mr B Dixon
-
100,000
-
100,000 Group performance to budget and executive
management to achieve KPIs
Mr T Peacock
-
100,000 (a)
-
100,000 (a) Group revenue achievement and individual
KPIs
Mr T Triscari
- USD 100,000 (b)
- USD 100,000 (b) Achieving key performance criteria in the
realization of shareholder value
(a) A new STI plan was introduced in 2020 with a $100,000 STI opportunity. A third assessed on revenue targets
at the half year and the balance assessed on revenue targets and personal KPIs at the full year
(b) The Company may in its absolute discretion pay a performance bonus of up to USD$100,000, based on
achieving key performance criteria in the realization of shareholder value, with such performance criteria to be
agreed between the Company and the Employee.
No STIs were paid to key management personnel in relation to the 2024 financial year.
Section 4: Executive contracts of employment
Formal contracts of employment for all members of the key management personnel are in place.
Contractual terms for most executives are similar but do, on occasions, vary to suit different needs. The
following table summarises the key contractual terms for all key management personnel.
Length of contract
Open ended.
Fixed Remuneration
Remuneration comprises salary and statutory employer superannuation
contributions.
Incentive Plans
Eligible to participate. Incentive criteria and award opportunities vary for
each executive.
Notice Period
Key Management Personnel, including executive directors, have notice
periods ranging from four weeks to 13 weeks. The Interim Chief Executive
Officer has a notice period of 60 days, the Chief Financial Officer has 4
weeks, and the Chief Commercial Officer a period of 3 months. Other
Executives have notice periods ranging from four weeks to three months.
Resignation
Employment may be terminated by giving notice consistent with the notice
period.
Retirement
There are no financial entitlements due from the Group on retirement of an
executive.
Termination by the
Group
The Group may terminate the employment agreement by providing notice
consistent with the notice period or payment in lieu of the notice period.
Redundancy
Payments for redundancy are discretionary and are determined having
regard to the particular circumstances. There are no contractual
commitments to pay redundancy over and above any statutory entitlement.
Termination for
serious misconduct
The Group may terminate the employment agreement at any time without
notice, and the executive will be entitled to payment of remuneration only
up to the date of termination.
19
Section 5: Long Term Incentives (equity-based compensation)
Incentive Option Plan
At the November 2017 Annual General Meeting, shareholders approved the creation of the Group’s
Incentive Option Plan which enables the Board to offer eligible employees and directors the right to
options which convert to fully paid ordinary shares upon exercise, subject to meeting certain vesting
criteria. For current options in issue the only vesting criteria are service conditions. The Incentive Option
Plan was approved by shareholders at the November 2023 Annual General Meeting.
The objective of the Incentive Option Plan is to attract, motivate and retain key employees and the
Group considers that the adoption of the Incentive Option Plan and the future issue of options under
the Incentive Option Plan will provide selected employees and directors with the opportunity to
participate in the future growth of the Group.
Adslot continually reviews its operations, performance and the broader market conditions to ensure that
incentives offered to key executives are aligned with the growth of the Group and shareholder outcomes
whilst ensuring it can attract and retain experienced talent in a competitive industry. Adslot continues
to operate within a highly competitive employment environment for experienced people in the
technology and software field.
No amounts are paid or payable by the recipient on the receipt of the options. The options carry no
voting rights. All options are subject to service periods which require the employees remain an
employee or Director of the Group.
The following tables show grants and movements of share-based compensation to directors and
senior management during the current financial year and the previous financial year:
2025
Name
Series
Balance at
beginning of
the year
(Number)
Granted
during
the year
(Number)
Lapsed/
Forfeited during
the year
(Number)
Exercised
during
the year
(Number)
Balance
at the end of
the year
(Number)
Vested and
exercisable at
the of the year
(Number)
Tom Peacock
OP # 21-1
1,250,000
-
(1,250,000)
-
-
-
Mal Jayakody
OP # 21-1
250,000
-
(250,000)
-
-
-
Ben Dixon (i)
OP # 21-2
18,000,000
- (18,000,000)
-
-
-
Andrew Dyer
DOP # 21-1
2,500,000
-
(2,500,000)
-
-
-
Tom Peacock
OP # 22-1
1,000,000
-
-
-
1,000,000
1,000,000
Tom Triscari (ii)
DOP # 22-1
6,000,000
-
-
-
6,000,000
6,000,000
Andrew Dyer (iii)
DOP # 22-2
2,500,000
-
-
-
2,500,000
2,500,000
Tom Peacock
OP # 22-2
6,000,000
-
-
-
6,000,000
6,000,000
Mal Jayakody
OP # 22-2
600,000
-
-
-
600,000
600,000
Andrew Dyer (iii)
DOP # 23-1
3,200,000
-
-
-
3,200,000
3,200,000
Ben Loiterton (iv)
OP # 24-1
- 25,000,000
-
-
25,000,000
25,000,000
Tom Peacock
OP # 24-2
- 20,000,000
-
-
20,000,000
10,000,000
Mal Jayakody
OP # 24-3
- 20,000,000
-
-
20,000,000
10,000,000
Ben Loiterton (iv)
OP # 24-4
- 40,000,000
-
- 40,000,000
40,000,000
41,300,000 105,000,000
(22,000,000)
- 124,300,000
104,300,000
(i)
Mr Dixon resigned as Chief Executive Officer on 6 September 2024. 18,000,000 options expired in August
2024.
(ii) Mr Triscari resigned as Non-Executive Director on 29 October 2024. The Board agreed that he will retain
6,000,000 unquoted options after resignation. Options expired on 8 August 2025.
(iii) Mr Dyer’s options were granted outside of the Option Plan and are subject to the same terms and conditions
as set out in the Option Plan. The grants were approved at the Annual General Meetings on 23 November
2021 and 16 November 2022.
(iv) Mr Loiterton was appointed Interim Chief Executive Officer on 6 September 2024. Options were granted on
each successful milestone throughout FY2025. The options are to be issued to his affiliated entity, Venturastar
Pty Ltd.
20
2024
Name
Series
Balance at
beginning of
the year
(Number)
Granted
during
the year
(Number)
Lapsed/
Forfeited during
the year
(Number)
Exercised
during
the year
(Number)
Balance
at the end of
the year
(Number)
Vested and
exercisable at
the of the year
(Number)
Tom Peacock
OP # 20-1
1,000,000
-
(1,000,000)
-
-
-
Mal Jayakody (i)
OP # 20-1
350,000
-
(350,000)
-
-
-
Tom Peacock
OP # 21-1
1,250,000
-
-
-
1,250,000
1,250,000
Mal Jayakody (i)
OP # 21-1
250,000
-
-
-
250,000
250,000
Ben Dixon (ii)
OP # 21-2
18,000,000
-
-
- 18,000,000
18,000,000
Andrew Dyer
DOP # 21-1
2,500,000
-
-
-
2,500,000
2,500,000
Tom Peacock
OP # 22-1
1,000,000
-
-
-
1,000,000
666,667
Tom Triscari
DOP # 22-1
6,000,000
-
-
-
6,000,000
5,500,000
Andrew Dyer (iii)
DOP # 22-2
2,500,000
-
-
-
2,500,000
2,500,000
Tom Peacock
OP # 22-2
6,000,000
-
-
-
6,000,000
4,000,000
Mal Jayakody (i)
OP # 22-2
600,000
-
-
-
600,000
400,000
Andrew Dyer (iii)
DOP # 23-1
3,200,000
-
-
-
3,200,000
3,200,000
42,650,000
-
(1,350,000)
-
41,300,000
38,266,667
(i)
Mr Jayakody was appointed as Chief Financial Officer on 1 May 2024. Options granted before his appointment
is included in the opening balance.
(ii) Mr Dixon resigned as Chief Executive Officer on 6 September 2024.
(iii) Mr Dyer’s options were granted outside of the Option Plan and are subject to the same terms and conditions
as set out in the Option Plan. The grants were approved at the Annual General Meetings on 23 November
2021 and 16 November 2022.
Details of Share Options, ESOP and other rights to ordinary shares in the Group provided as
remuneration of directors and the key management personnel of the Group are set out below:
Name
Options Granted During the Year
2025 (Options)
2024 (Options)
Number
$
Number
$
Other key management personnel
Mr B Loiterton (i)
65,000,000
61,158
-
-
Mr T Peacock
20,000,000
28,470
-
-
Mr M Jayakody
20,000,000
28,470
-
-
Total
105,000,000
118,098
-
-
(i)
Mr Loiterton’s options are to be issued to his affiliated entity, Venturastar Pty Ltd.
No directors have been granted options during the financial years of 2025 and 2024.
The assessed fair value at issue date of the rights, and the assessed fair value at grant date of the
options, granted to the executive are allocated equally over the period from issue/grant date to vesting
date, and the amount is included in the remuneration tables above.
21
Section 6: Culture, accountability and remuneration
The Group’s values of respect, collaboration, communication, integrity and innovation remain critical to
our culture and effectively guide our employees in making decisions that realise opportunity for the
benefit of our clients, our shareholders, our employees and the communities in which we operate.
Employees are made aware that these values form the basis of all behaviours and actions. These
behavioural expectations are outlined in the Board approved Code of Conduct. The Group
communicates and reinforces our culture through executive communications, non-monetary
performance recognition, policy reminders and updates, training, learning and development.
The Remuneration Committee and the Board are able to assess culture in many ways including through
People & Culture reporting, senior management off-sites, department head presentations, staff survey
results, as well as through personal observation of management and staff behaviours and actions.
The remuneration framework supports our principles by motivating staff to be innovative but also be
accountable for their decisions within the business.
Section 7: Equity holdings and transactions
The number of shares in the Group held during the financial year by each Director of Adslot Ltd and
other key management personnel of the Group, including their personally related parties, are set out
below:
2025
Name
Balance
at the start
of the year
(Number)
Received during
the year on
exercise of an
option or right
(Number)
Net other
changes
during the year
(Number)
Balance
at the end
of the year
(Number)
Directors
Mr A Giles
17,328,483
29,253,660
67,088,004 (i)
113,670,147
Ms S Morgan
2,410,409
33,582,660
70,545,997 (i)
106,539,066
Mr A Dyer
178,170,392
112,293,499
74,192,260 (i)
364,656,151
Mr B Dixon (resigned on 6 Sep 2024)
58,965,528
-
44,224,147 (i)
103,189,675
Mr T Triscari (resigned on 29 Oct 2024)
-
16,913,290
-
16,913,290
Other key management personnel
Mr T Peacock
3,375,000
-
-
3,375,000
Mr M Jayakody
299,993
-
224,995 (i)
524,988
Total
260,549,805
192,043,109
256,275,403
708,868,317
(i)
As part of the Retail Entitlement Offer finalised on 15 July 2024.
At the conclusion of the financial year 2025, the following shares are to be issued to the Directors under
Director Fees Share Plan for the June quarter 2025.
The payment of remuneration to Directors through the issue of Shares instead of cash payments will
enable the Company to apply that cash to meet the operational needs of the business.
Name
Shares
(Number)
Mr A Giles
8,480,760
Ms S Morgan
9,923,760
Mr A Dyer
38,959,250
Total
57,363,770
Additionally, as part of the private placement announced on 7 August 2025, Mr Andrew Dyer (through
his related entities) agreed to subscribe for 25,000,000 shares at a price of $0.001, subject to
shareholder approval to be obtained at Extraordinary General Meeting.
22
Section 8: Other transactions with Key Management Personnel
Transactions with Directors and their personally related entities:
During the year, the Company earned revenue of $694 (FY2024: $1,383) from a company requiring
website hosting related to Mr Adrian Giles on normal commercial terms and conditions. Hosting service
has since been cancelled in December 2024.
Additionally, the Company reimbursed Mr Andrew Dyer $1,960 via his related entity for work undertaken
regarding production of presentation materials.
The Company also paid $3,500 to Mr Ben Loiterton via his contracted company Venturastar Pty Ltd for
the use of office space in Sydney CBD.
In last financial year 2024, as part of the Entitlement Offer announced on 9 June 2023 and finalised on
6 July 2023, the Company paid below sub-underwriting fees to Directors of Adslot Ltd including their
personally related parties:
-
Mr Andrew Dyer $1,111.52; and
-
Mr Benjamin Dixon $335.58.
On 17 June 2024, Adslot announced a capital raise in the form of a partially underwritten 3:4 accelerated
pro rata non-renounceable entitlement offer. The entitlement offer comprised of an institutional
component (Institutional Entitlement Offer) and an offer to eligible shareholders to participate on similar
terms under a retail component (Retail entitlement offer). On 15 July 2024, the shortfall after the Retail
Entitlement Offer was 197,022,090 shares (approx. $0.02m) which were issued to the underwriters
Directors Adrian Giles, Sarah Morgan and Andrew Dyer (through their related shareholding entities).
There were no other transactions with directors and their personally related entities for the financial
years ending 30 June 2025 and 30 June 2024.
After the conclusion of the financial year, as part of the private placement announced on 7 August 2025,
Mr Andrew Dyer (through his related entities) agreed to subscribe for 25,000,000 shares at a price of
$0.001, subject to shareholder approval to be obtained at Extraordinary General Meeting.
This marks the end of the audited remuneration report.
This report is made in accordance with a resolution of directors.
Andrew Dyer
Executive Chairman
29 August 2025
AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION 307C OF
THE CORPORATIONS ACT 2001
TO THE DIRECTORS OF ADSLOT LIMITED AND CONTROLLED ENTITIES
ABN 70 001 287 510
In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following
declaration of independence to the directors of Adslot Ltd and controlled entities.
As the auditor for the audit of the financial report of Adslot Ltd and controlled entities for the year ended 30
June 2025, I declare that, to the best of my knowledge and belief, there have been no contraventions of:
i.
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
ii.
any applicable code of professional conduct in relation to the audit.
MNSA Pty Ltd
Mark Schiliro
Director
Sydney
Dated this 29th of August 2025
23
Consolidated Statement of Profit or Loss and Other Comprehensive Income
24
For the year ended 30 June 2025
2025
2024
Notes
$
$
Total revenue from continuing operations
3
5,613,064
8,508,917
Other income
3
153,110
237,797
Total revenue and other income
5,766,174
8,746,714
Hosting & other related technology costs
(1,097,440)
(1,128,964)
Employee benefits expense
4,10
(5,907,850)
(7,038,141)
Other operating expenses
4
(2,006,781)
(2,513,999)
Share-based payment expense
21
(192,670)
(92,579)
Depreciation and amortisation expenses
4
(63,918)
(2,921,250)
Impairment losses
4
-
(5,487,106)
Interest expense
(58,693)
(69,544)
Total expenses
(9,327,352)
(19,251,583)
Loss before income tax expense
(3,561,178)
(10,504,869)
Income tax benefit/(expense)
5
(138,311)
(199,012)
Loss after income tax expense
(3,699,489)
(10,703,881)
Net loss attributable to the members
(3,699,489)
(10,703,881)
Other comprehensive income/(loss)
Items that may be reclassified subsequently to profit or loss
Foreign exchange translation
167,951
(49,844)
Total other comprehensive income/(loss)
167,951
(49,844)
Total comprehensive loss attributable to the members
(3,531,538)
(10,753,725)
2025
2024
Cents
Cents
Earnings per share (EPS) from loss from continuing operations
attributable to the ordinary equity holders of the Group
Basic earnings per share
17
(0.07)
(0.33)
Diluted earnings per share
17
(0.07)
(0.33)
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the
accompanying notes.
Consolidated Statement of Financial Position
25
As at 30 June 2025
2025
2024
Notes
$
$
Current assets
Cash and cash equivalents
7
1,534,960
3,147,242
Trade and other receivables
8
4,921,685
3,437,695
Prepayments
164,381
272,234
Total current assets
6,621,026
6,857,171
Non-current assets
Property, plant & equipment
9
2,775
197,170
Intangible assets
10
38,267
38,267
Total non-current assets
41,042
235,437
Total assets
6,662,068
7,092,608
Current liabilities
Trade and other payables
11
8,250,615
6,149,192
Other liabilities
12
468,660
678,369
Lease liability
13
-
207,029
Lease termination fees payable
13
177,273
-
Provisions
14
346,829
441,410
Total current liabilities
9,243,377
7,476,000
Non-current liabilities
Lease liability
13
-
401,172
Lease termination Fees payable
13
147,727
-
Provisions
14
529,118
778,602
Total non-current liabilities
676,845
1,179,774
Total liabilities
9,920,222
8,655,774
Net (liabilities)/assets
(3,258,154)
(1,563,166)
Equity
Issued capital
15
164,927,944
163,285,169
Reserves
16
1,004,309
1,276,672
Accumulated losses
(169,190,407)
(166,125,007)
Total equity
(3,258,154)
(1,563,166)
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
Consolidated Statement of Changes in Equity
26
For the year ended 30 June 2025
2025
Notes
Issued
Capital
$
Reserves
$
Accumulated
Losses
$
Total
Equity
$
Balance at 1 July 2024
163,285,169
1,276,672
(166,125,007)
(1,563,166)
Movement in foreign exchange translation reserve
16
-
167,951
-
167,951
Other comprehensive income
-
167,951
-
167,951
Loss attributable to members of the Group
-
-
(3,699,489)
(3,699,489)
Total comprehensive income/(loss)
-
167,951
(3,699,489)
(3,531,538)
Transactions with equity holders in their capacity
as equity holders
Contributions of equity, net of transaction costs
15
1,642,775
-
-
1,642,775
Vested options lapsed or expired
16
-
(634,089)
634,089
-
Share-based expenses – employees & directors
16
-
186,715
-
186,715
Share-based expenses – third party
16
-
5,955
-
5,955
Share-based expenses – equity-based
16
-
1,105
-
1,105
1,642,775
(440,314)
634,089
1,836,550
Balance 30 June 2025
164,927,944
1,004,309
(169,190,407)
(3,258,154)
2024
Notes
Issued
Capital
$
Reserves
$
Accumulated
Losses
$
Total
Equity
$
Balance at 1 July 2023
160,134,280
1,371,381
(155,558,570)
5,947,091
Movement in foreign exchange translation reserve
16
-
(49,844)
-
(49,844)
Other comprehensive income
-
(49,844)
-
(49,844)
Loss attributable to members of the Group
-
-
(10,703,881)
(10,703,881)
Total comprehensive income/(loss)
-
(49,844)
(10,703,881)
(10,753,725)
Transactions with equity holders in their
capacity as equity holders
Contributions of equity, net of transaction costs
15
3,150,889
-
-
3,150,889
Vested options lapsed or expired
16
-
(137,444)
137,444
-
Share-based expenses
16
-
92,579
-
92,579
3,150,889
(44,865)
137,444
3,243,468
Balance 30 June 2024
163,285,169
1,276,672
(166,125,007)
(1,563,166)
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
Consolidated Statement of Cash Flows
27
For the year ended 30 June 2025
2025
2024
Notes
$
$
Cash flows from operating activities
Receipts from trade and other debtors
11,243,396
16,701,965
Interest received
13,974
71,290
Receipt of R&D tax incentive and other Grants
237,006
271,680
Payments to trade creditors, other creditors and employees
(14,645,695)
(17,650,765)
Interest paid
(66,635)
(53,061)
Net cash outflows from operating activities
22
(3,217,954)
(658,891)
Cash flows from investing activities
Payments for property, plant and equipment
-
(8,274)
Proceeds from sale of fixed assets
700
-
Receipt of R&D tax incentive relating to capitalised assets
644,462
703,426
Payments for intangible assets
-
(2,698,568)
Net cash inflows/(outflows) from investing activities
645,162
(2,003,416)
Cash flows from financing activities
Proceeds from issue of shares
1,492,951
3,678,999
Proceeds from borrowings
12
200,050
400,500
Proceeds from exercise of options
-
5
Payment for unmarketable parcel buyback
-
(210,145)
Repayment of Borrowings
(400,500)
-
Payments of equity raising costs
(140,141)
(508,086)
Payments for leased assets (principal component)
(169,490)
(414,083)
Net cash inflows from financing activities
982,870
2,947,190
Net (decrease)/increase in cash held
(1,589,922)
284,883
Cash at the beginning of the financial year
3,147,242
2,874,746
Effects of exchange rate changes on cash
(22,360)
(12,387)
Cash at the end of the financial year
7
1,534,960
3,147,242
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
Notes to the Financial Statements
28
1.
Summary of Material Accounting Policies
The financial report covers Adslot Ltd (‘the Company’) and controlled entities (‘the Group’). Adslot Ltd is a
listed public company, incorporated and domiciled in Australia. The financial report is for the financial year
ended 30 June 2025 and is presented in Australian dollars.
The principal accounting policies adopted in the preparation of these consolidated financial statements are
summarised below. These policies have been consistently applied to all the years presented with the exception
of the change in policy in relation to AASB 8 Operating Segments (Note 2). These accounting policies are
consistent with Australian Accounting Standards and with International Financial Reporting Standards.
(a) New or amended Accounting Standards and Interpretations
The Group has adopted all of the new, revised or amended Accounting Standards and Interpretations issued
by the Australian Accounting Standards Board (AASB) that are mandatory for the current reporting period. Any
new, revised or amended Accounting Standards or Interpretations that are not yet mandatory have not been
early adopted.
(b) Basis of preparation
This general-purpose financial report has been prepared in accordance with Australian Accounting Standards,
other authoritative pronouncements of the Australian Accounting Standards Board (AASB) and the
Corporations Act 2001.
Compliance with IFRS
Australian Accounting Standards include International Financial Reporting Standards as adopted in Australia.
Compliance with Australian Accounting Standards ensures that the financial statements and notes of Adslot
Ltd comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting
Standards Board (IASB). Adslot Ltd is a for-profit entity for the purpose of preparing the financial statements.
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.
Critical accounting estimates
The preparation of financial statements in conformity with Australian Accounting Standards requires the use
of certain critical accounting estimates. It also requires management to exercise its judgement in the process
of applying the Group’s accounting policies. The estimates and associated assumptions are based on historical
experience and other factors that are considered relevant. Actual results may differ from these estimates. The
estimates and associated assumptions are reviewed on an ongoing basis. Revisions to accounting estimates
are recognised in the period in which the estimate is revised if the revision affects only that period or in the
period of the revision and future periods if the revision affects both current and future periods.
(c) Going concern
The Group incurred a net loss of $3.7 million during the full year ended 30 June 2025. Inflows from financing
activities of $1.0 million, combined with the net cash outflows from operating and investing activities of $2.6
million, resulted in net cash outflows of $1.6 million in FY2025.
Net cash inflows included the FY2024 R&D claim of $0.9 million which was received in November 2024. Cash
flows from financing activities included funds raised through the capital raising program initiated at the end of
FY2024 which continued into FY2025.
In August 2024, the Group implemented a turnaround plan with the aim to reduce cash burn and ultimately
reaching cash flow breakeven. As a result of this exercise the operating cost was reduced by $4.0 million in
FY2025 compared to FY2024. The Group is on track to achieve cash break even in FY2026.
As a result of these activities, cash at 30 June 2025 was $1.5 million (FY2024: $3.1 million).
Cash flow breakeven is predicated on generating sufficient revenue growth. A delay in expected growth in
revenues, and/or a delay in payment of the FY2025 R&D claim, has the potential to create a cash flow risk to
the Group which could affect its ability to pay its debts as and when they fall due, and to realise its assets in
the normal course of business.
However, the Directors believe the Group will be able to continue to pay its debts as and when they fall due
for the following reasons:
•
the Group’s cash position of $1.5 million at 30 June 2025;
•
the Group finalised a capital raise of $1.0 million (before cost) in August 2025;
•
receipt of the FY2025 R&D claim of $0.5 million which is expected to be received in the first half of FY2026;
29
•
receipt of Symphony licence fees which are largely recurring and predictable despite being lower than the
previous financial year;
•
Webfirm revenues and the associated receipts which are recurring in nature and have a stable track
record;
•
receipt of Adslot licence fees up to December 2025, when the REA Group Limited (REA) contract ends;
•
reduced cash outflows from already implemented cost management initiatives announced to the market
and additional cost reductions planned to be implemented in December 2025; and
•
additional capital cash inflows given the Group has a proven track record of successfully raising capital
from existing and new investors.
Accordingly, the Directors believe there exists a reasonable expectation that the Group can continue to pay its
debts as and when they fall due, and the financial report has been prepared on a going concern basis.
(d) Principles of consolidation
Subsidiaries
The consolidated financial statements comprise those of the Group, and the entities it controlled at the end of,
or during, the financial year. The Group controls a subsidiary if it is exposed, or has rights, to variable returns
from its involvement with the subsidiary and has the ability to affect those returns through its power over the
subsidiary.
All intra-group transactions, balances, income and expenses between entities in the Group included in the
financial statements have been eliminated in full. Where unrealised losses on intra-group asset sales are
reversed on consolidation, the underlying asset is also tested for impairment from a group perspective. Where
an entity either began or ceased to be controlled during the year, the results are included only from the date
control commenced or up to the date control ceased. The accounting policies adopted in preparing the financial
statements have been consistently applied by entities in the Group.
Investments in subsidiaries are accounted for at cost less impairment losses in the parent entity information in
Note 24.
Foreign Currency Exchange
In preparing the financial statements of the individual entities, transactions in currencies other than the entity’s
functional currency are recorded at the rates of exchange prevailing on the dates of the transactions. At each
reporting date, monetary items denominated in foreign currencies are retranslated at the rates prevailing at
the reporting date. Exchange differences are recognised in the Consolidated Statement of Profit or Loss and
Other Comprehensive Income in the period in which they arise.
On consolidation, the assets and liabilities of the Group’s foreign operations are translated into Australian
dollars at exchange rates prevailing on the reporting date. Income and expense items are translated at the
closing exchange rates for the period. Exchange differences arising, if any, are charged/credited to other
comprehensive income and recognised in the Group’s foreign currency translation reserve in equity. On
disposal of a foreign operation the cumulative translation difference recognised in equity are reclassified to
profit or loss and recognised as part of the gain or loss on disposal.
(e) Cash and cash equivalents
For the purposes of the Consolidated Statement of Cash Flows, cash includes cash on hand and deposits at
call which are readily convertible to cash and are not subject to significant risk of changes in value, net of bank
overdrafts.
Cash held on behalf of Publishers represents the share of campaign fees held before releasing to Adslot
Publishers
30
(f) Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and any impairment in value.
The carrying values of property, plant and equipment are reviewed for impairment when events or changes in
circumstances indicate the carrying value may not be recoverable. Leasehold improvements are depreciated
using the straight-line method over the remaining period of the underlying lease.
Depreciation is calculated on a straight-line basis for all plant and equipment. The estimated useful lives,
residual values and depreciation method are reviewed at the end of each annual reporting period, with the
effect of any changes recognised on a prospective basis.
The gain or loss arising on disposal or retirement of an item of property, plant and equipment is determined as
the difference between the sales proceeds and the carrying amount of asset and is recognised in profit or loss.
The following depreciation rates are used for each class of depreciable asset:
Computer Equipment
33 – 40% per annum
Plant & Equipment
20 – 33% per annum
Leasehold Improvements
20 – 100% per annum
(g) Receivables
Trade receivables are initially measured at their transaction price if they do not contain a significant financing
component. They are non-derivative financial assets with fixed or determinable amounts not quoted in an
active market. Trade accounts receivables are generally settled between 14 and 65 days and carried at
amounts recoverable.
Collectability of trade receivables is reviewed on an ongoing basis. Debts that are known to be uncollectible
are written off. The Group makes use of AASB 9 simplified approach in accounting for trade receivables and
records the loss allowance at the amount equal to the expected lifetime credit losses. In using this practical
expedient, the Group uses its historical experience, external indicators and forward-looking information to
calculate the expected credit losses. The amount of the expected credit loss is recognised in profit or loss.
Subsequent recoveries of amounts previously written off are credited against the allowance account.
(h) Trade and other creditors – financial liabilities
Trade accounts payable and other creditors represent liabilities for goods and services provided to the Group
prior to the end of the financial year and which are unpaid. The amounts are unsecured and are usually paid
within 45 days of recognition.
Financial liabilities are measured subsequently at amortised cost using the effective interest method.
(i) Borrowings
Borrowings are initially recognised at fair value (less transaction costs) and subsequently measured at
amortised cost. Any difference between the proceeds and the redemption amount is recognised in profit or
loss over the period of the borrowing using the effective interest method.
(j) Finance costs
Finance costs are recognised as expenses in the period in which they are incurred except where they are
incurred in the construction of a qualifying asset in which case the finance costs are capitalised as part of the
asset.
(k) Income tax
The income tax expense or revenue for the period is the tax payable on the current period’s taxable income
based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and
liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying
amounts in the financial statements, and to unused tax losses.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply
when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or
substantively enacted for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of
deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is
made for certain temporary differences arising from the initial recognition of an asset or a liability. No deferred
tax asset or liability is recognised in relation to these temporary differences if they arose in a transaction, other
than a business combination, that at the time of the transaction did not affect either accounting profit or taxable
profit or loss.
31
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is
probable that future taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax liabilities are always provided for in full.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount
and tax bases of investments in controlled entities where the parent entity is able to control the timing of the
reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable
future.
Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised
directly in equity.
Tax consolidation legislation
Adslot Ltd and its wholly owned Australian controlled entities have implemented the tax consolidation
legislation. The head entity, Adslot Ltd, and the controlled entities in the tax consolidated group account for
their own current and deferred tax amounts. These tax amounts are measured as if each entity in the tax
consolidated group continues to be a stand-alone taxpayer in its own right where the entity is subject to tax as
part of the tax-consolidated group.
To the extent that it is not probable that taxable profit will be available in the foreseeable future against which
the unused tax losses or unused tax credits can be utilised, the deferred tax assets of its own and its controlled
entities are not recognised.
(l) Employee benefits
Wages and salaries, annual leave and sick leave
Short-term employee benefits are current liabilities included in employee benefits, measured at the
undiscounted amount that the Group expects to pay as a result of the unused entitlement. Annual leave is
included in ‘provisions’. The Group does not discount the leave liability calculations as the Group expects all
annual leave for all employees to be used wholly within 12 months of the end of reporting period.
Long service leave
The liability for long service leave is recognised in the non-current provision for employee benefits and is
measured as the present value of the estimated future cash outflows to be made by the Group in respect of
services provided by employees up to reporting date.
Share-based compensation benefits
Equity-settled share-based payments with employees and others providing similar services are measured at
the fair value of the equity instrument at the grant date. The fair value at grant date is determined using an
appropriate pricing model that takes into account the exercise price, the term of the option, the impact of
dilution, the share price at grant date, the expected price volatility of the underlying share, the expected
dividends yield and the risk-free interest rate for the term of the option.
The fair value determined at the grant date of the equity-settled share-based payments is recognised as an
expense, with a corresponding increase in equity (share-based payments reserve) on a straight-line basis over
the vesting period.
Upon the exercise of options, the balance of the share-based payments reserve relating to those options is
transferred to share capital while the proceeds received, net of any directly attributable transaction costs, are
credited to share capital.
32
(m) Intangible Assets
Goodwill
Goodwill arising in a business combination is recognised as an asset at the date that control is acquired
(acquisition date). Goodwill is measured as the excess of the fair value of consideration paid over the fair value
of the identifiable net assets of the entity or operations acquired. Goodwill acquired in business combinations
is not amortised. Instead, goodwill is tested for impairment at least on an annual basis. An impairment loss for
goodwill is recognised immediately in profit or loss and is not reversed in a subsequent period.
Research and development expenditure
Research costs are expensed as incurred. An intangible asset arising from development expenditure on an
internal project is recognised only when the Group can demonstrate the technical feasibility of completing the
intangible asset so that it will be available for use or sale, its intention to complete and its ability to use or sell
the asset, how the asset will generate future economic benefits, the availability of resources to complete the
development and the ability to measure reliably the expenditure attributable to the intangible asset during its
development. Following the initial recognition of the development expenditure, the cost model is applied
requiring the assets to be carried at cost less any accumulated amortisation and accumulated impairment
losses. Any expenditure so capitalised is amortised over the period of expected benefits from the related
project.
The carrying value of an intangible asset arising from development costs is tested for impairment annually
when the asset is not yet available for use or more frequently when an indicator of impairment arises during
the reporting period.
Intellectual property
The intellectual property relates to the platform technology, branding and domains acquired as a result of the
acquisition of Adslot and Facilitate Digital businesses. Where the useful life is assessed as indefinite, assets
are not amortised and the carrying value is tested for impairment annually or more frequently if events or
changes in circumstances indicate impairment. It is carried at cost less impairment losses. For those assets
assessed as having a finite life, they are amortised on a straight-line basis over the estimated useful life of the
asset. The expected accounting useful life of intellectual property relating to the Adslot and Facilitate Digital
business is 4 to 5 years.
Domain name
Acquired domain names are accounted for at cost, useful life is assessed as indefinite and the assets are not
amortised. The carrying value is tested for impairment annually or more frequently if events or changes in
circumstances indicate impairment. They are carried at cost less impairment losses.
Software
Internally developed software represents internally developed software platforms capitalised according to
accounting standards. Software is assessed as having a finite life and is amortised on a straight-line basis
over the estimated useful life of the asset. The expected accounting useful life of software is 5 years.
The carrying value of the software is tested for impairment when an indicator of impairment arises during the
reporting period.
(n) Leased assets and liabilities
In line with AASB 16 ‘Leases’, the Group recognises a right-of-use asset and a corresponding lease liability at
the commencement of a lease. The right-of-use asset is recognised at an amount equal to the initial
measurement of the lease liability, adjusted for lease prepayments, lease incentives received, initial direct
costs incurred and an estimate of any future restoration, removal or dismantling costs.
The lease liability is measured at the present value of future lease payments comprising; fixed lease payments
less incentives, variable lease payments, residual guarantees payable, payment of purchase options where
exercise is reasonably certain and any anticipated termination penalties. The lease payments are discounted
at the rate implicit in the lease, or where not readily determinable, at the entity’s incremental borrowing rate.
For all new contracts, the Group considers whether a contract is, or contains a lease. A lease is defined as a
contract or a part of a contract, that conveys the right to use an asset for a period of time in exchange for
consideration. To apply this definition, the Group assesses whether the contract meets three key evaluations
as follows:
•
the contract contains an identified asset, which is either explicitly identified in the contract or implicitly
specified by being identified at the time the asset is made available to the Group;
•
the Group has the right to obtain substantially all of the economic benefits from the use of the identified
asset throughout the period of use, considering its rights within the scope of the contract; and
33
•
the Group has the right to direct the use of the identified asset throughout the period of use. The Group
assesses whether it has the right to direct ‘how and for what purpose’ the asset is used throughout the
period of use.
The Group depreciates the right-of-use assets on a straight-line basis from the lease commencement date to
the earlier of the end of the useful life of the asset or the end of the lease term. The Group also assesses the
right-of-use asset for impairment when such indicators exist.
Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest.
It is remeasured to reflect any reassessment or modification, or if there are changes in in-substance fixed
payments. When the liability is remeasured, the corresponding amount is reflected in the right-of-use asset.
(o) Goods and services tax
Revenue, expenses and assets are recognised net of the amount of goods and services tax (GST), except:
i. Where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part
of the cost of acquisition of an asset or as part of an item of expense; or
ii. For receivables and payables which are recognised inclusive of GST.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables
or payables.
(p) Revenue recognition
The Group derives revenue from trading technology and services. To determine whether to recognise revenue,
the Group follows a 5-step process:
1. Identifying the contract with a customer
2. Identifying the performance obligations
3. Determining the transaction price
4. Allocating the transaction price to the performance obligations
5. Recognising revenue when/as performance obligation(s) are satisfied
The Group often enters into transactions involving a range of the Group’s products and services. In all cases,
the total transaction price for a contract is allocated amongst the various performance obligations based on
their relative stand-alone selling prices. The transaction price for a contract excludes any amounts collected
on behalf of third parties.
Revenue is recognised either at a point in time or over time, when (or as) the Group satisfies performance
obligations by transferring the promised services to its customers.
The Group recognises contract liabilities for consideration received in respect of unsatisfied performance
obligations and reports these amounts as contract liabilities in the statement of financial position. Similarly, if
the Group satisfies a performance obligation before it receives the consideration, the Group recognises either
a contract asset or a receivable in its statement of financial position, depending on whether something other
than the passage of time is required before the consideration is due.
Revenue recognised for the major business activities for each category as follows:
Revenue from Trading Technology
Revenue from Trading Technology - Licence Fees
Adslot and Symphony licence fees are derived by providing customers access to the Group’s technology
platform. The fee is based on either annual contracted amounts, the number of users, a tier system based on
historical volumes traded on the platform, and/or resources allocated. The contracts are ongoing but
cancellable with defined notice periods. The Group is expected to maintain its performance obligations
throughout the contracted period for the client to achieve the benefits of the platforms. As per AASB 15,
revenue is recognised over time; since the promise to grant a licence as a performance obligation is satisfied
over time. The client simultaneously receives and consumes the benefit from the Group’s performance of
providing access to the platforms.
Revenue from Trading Technology – Trading Fees
Adslot and Symphony trading fees are derived based on the transaction value transacted via Group’s
technology platforms in a given period.
Adslot trading fee revenues are recognised over time. Only the portion of the media campaign that is retained
by the Group for their services is recorded as revenue. This is typically a percentage of the total media
transacted on the Adslot platform. Where media campaigns are realised over a period a time, the portion that
extends beyond the reporting period is not taken up as revenue as the performance obligations have not been
satisfied. Where the funds for these campaigns are prepaid by advertisers those amounts are treated as
34
contract liabilities in the Consolidated Statement of Financial Position. As the fees are usage-based revenues
the revenue is recognised over time when the usage occurs and the performance obligations are satisfied.
Funds collected or collectable from advertisers and due to be repaid to publisher clients are disclosed in the
accounts as publisher creditors and categorised under Trade and other payables in the Consolidated
Statement of Financial Position.
Symphony trading fees are charged to publishers for the use of the Symphony platform as a workflow solution.
The fee is based on a percentage fee calculated from the total transacted value of campaigns. As per AASB
15, revenue is recognised over time when the usage occurs and the performance obligations are satisfied.
Revenue from Trading Technology – StoreFront Fees
The Group has developed StoreFront, a specific solution within the Adslot Media platform that enables
publishers to sell advertising inventory and audience data directly to their buyers in a controlled environment
(single seller to many buyers). A key feature of the platform is the integrated credit card gateway, which
streamlines payment processing and is particularly effective for managing a large number of smaller buyers.
Revenue from StoreFront is derived from two components:
•
Monthly Minimum SaaS Fees – These fixed fees provide clients with ongoing access to the platform.
In accordance with AASB 15, revenue is recognised over time, as clients simultaneously receive and
consume the benefits of access to the platform.
•
Transaction Based Fees – These fees are calculated as a percentage of the value of media traded
through the platform. Consistent with the treatment of trading fees, revenue is recognised over time,
when transactions occur and the performance obligations are satisfied through the ongoing provision
of access and facilitation of trades. Variable consideration is included in revenue only to the extent
that it is highly probable that a significant reversal will not occur.
Accordingly, both fixed and variable StoreFront fees are recognised over time, reflecting the continuous
transfer of services to clients through platform access and transaction facilitation.
Revenue from Services
Service revenue is recognised at a point in time or over time based on when the performance obligations are
met, and the customer can realise benefit from service received without further involvement from the Group.
A one-off Symphony activation fee is charged to customers when new markets are activated, to cover work
required to deploy Symphony in a new market. The work typically involves (but not limited to):
•
in-country workshops to establish current media buying and business processes,
•
information gathering to identify country specific product requirements,
•
user training, and
•
account set-up.
Activation fees are recognised over a period of time when the Group satisfies its performance obligation by
measuring the progress towards satisfaction of that performance obligation based on output method prescribed
in AASB 15.
Revenue derived from custom development work is recognised over a period of time when the Group satisfies
its performance obligation and the customer obtains the ability to direct the use of, and obtain substantially all
of the remaining benefits from, the work carried out. Revenue is recognised by measuring the progress towards
satisfaction of performance obligations based on the output method prescribed in AASB 15.
Website development revenue is recognised over time. All projects are assigned percentages of project
completion which can be reliably measured based on actual work in progress Revenue is recognised over time
when the performance obligations are met and when the Group receives an enforceable right to payment for
performance completed to date. Any incomplete website development project amounts invoiced are recorded
as contract liabilities.
Search Engine Optimisation and Search Engine Advertising attempts to improve search engine rankings of
the client’s website or bid on certain keywords in order for their clickable ads to appear in search results. These
are ongoing contracts and can be cancelled with 90 days’ notice. The Group needs to continuously manage
these campaigns; as such the revenue is recognised over time as the clients simultaneously receive the service
and the Group satisfies its performance obligations.
Hosting revenue is derived for hosting the client’s websites in third party cloud servers managed by the Group.
These contracts are ongoing and can be cancelled with 90 days’ notice. Clients may pay upfront annually. The
Group needs to continually satisfy the performance obligations of hosting the site and provide customer
support, as and when required. Therefore, revenue is recognised over time.
For Domain Names Registration and SSL Certification, at the time of initial activation the service has been
transferred in full to the customer; and the customer is able to realise benefits from services received without
further involvement from the Group. Furthermore, the Group separately prices and sells these products. There
is no further performance obligation for the Group. As such revenue needs to be recognised at a point in time.
35
Interest revenue
Interest revenue is recognised when it is probable that the economic benefits will flow to the Group and the
amount can be measured reliably, taking into account the effective yield on the financial asset.
Government grants
In accordance with AASB 120, government grants are recognised at fair value where there is reasonable
assurance that the grant will be received, and all grant conditions will be met. Where appropriate grants relating
to expense items are recognised as other income, over the periods necessary to match the grant to the costs
they are compensating. Grants relating to assets are credited to deferred income and are amortised on a
straight-line basis over the expected lives of the assets.
Sale of non-current assets
The net gain from the sale of non-current asset sales is recognised as income at the date control of the asset
passes to the buyer, usually when the signed contract of sale becomes unconditional.
(q) Financial Instruments
Recognition and derecognition
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual
provisions of the financial instrument and are measured initially at fair value adjusted by transactions costs,
except for those carried at fair value through the profit or loss statement, and which are measured initially at
fair value. Subsequent measurement of financial assets and financial liabilities are described below.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire,
or when the financial asset and substantially all the risks and rewards are transferred. A financial liability is
derecognised when it is extinguished, discharged, cancelled or expires.
Classification and initial measurement of financial assets
Except for those trade receivables that do not contain a significant financing component and are measured at
the transaction price in accordance with AASB 15, all financial assets are initially measured at fair value
adjusted for transaction costs (where applicable).
Subsequent measurement of financial assets
For the purpose of subsequent measurement, financial assets, other than those designated and effective as
hedging instruments, are classified as financial assets at amortised cost.
Classifications are determined by both:
•
The entity’s business model for managing the financial asset; and
•
The contractual cash flow characteristics of the financial assets.
All income and expenses relating to financial assets that are recognised in profit or loss are presented within
finance costs, finance income or other financial items, except for impairment of trade receivables which is
presented within other expenses.
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets meet the following conditions (and are not
designated as financial assets at fair value through profit and loss):
•
They are held within a business model whose objective is to hold the financial assets and collect its
contractual cash flows; and
•
The contractual terms of the financial assets give rise to cash flows that are solely payments of
principal and interest on the principal amount outstanding.
After initial recognition, these are measured at amortised cost using the effective interest method. Discounting
is omitted where the effect of discounting is immaterial. The Group’s cash and cash equivalents, trade and
most other receivables fall into this category of financial instruments as well as government bonds.
Trade and other receivables and contract assets
The Group makes use of a simplified approach in accounting for trade and other receivables as well as contract
assets and records the loss allowance at the amount equal to the expected lifetime credit losses. In using this
practical expedient, the Group uses its historical experience, external indicators and forward-looking
information to calculate the expected credit losses.
Trade and other receivables and contract assets are subject to review at least at each reporting date to identify
expected credit losses.
At reporting date and throughout the reporting period the Group did not have any other financial instruments
other than trade and other receivables.
36
(r) Leasehold improvements
The cost of improvements to leasehold properties is amortised over the unexpired period of the lease or the
estimated useful life of the improvement to the Group, whichever is the shorter.
(s) Earnings per share
Basic earnings per share
Basic earnings per share for continuing operations and total operations attributable to members of the Group
are determined by dividing net profit after income tax from continuing operations and the net profit attributable
to members of the Group respectively, excluding any costs of servicing equity other than ordinary shares, by
the weighted average number of ordinary shares outstanding during the financial period. The number of
shares used in the calculation at any time during the period is based on the physical number of shares issued.
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.
(t) Dividends
Provision is made for the amount of any dividend determined or recommended by the directors on or before
the end of the financial year but not distributed at reporting date.
(u) Impairment of assets
Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested
annually for impairment or more frequently if events or changes in circumstances indicate that they might be
impaired. Other assets are reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which
the asset’s carrying amount exceeds its recoverable amount. Where the assets do not generate cash inflows
that are not largely independent of the cash inflows of other assets, the recoverable amount is the higher of
an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are
grouped at the lowest levels for which there are separately identifiable cash inflows which are largely
independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial
assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at
each reporting date.
(v) Segment reporting
AASB 8 Operating Segments governs the disclosure of information about operating segments in financial
statements and focuses on providing financial information based on how management internally evaluates the
performance of an organisation’s segments.
In FY2025 after a strategic review of operations, the Group revised its internal reporting and decision-making
process, from a “Group Level” approach to a “Business Line Financial Reporting”. As a result, the monthly
financial reports provided to the Chief Operating Decision Maker, comprising the Board of Directors and the
Executive Committee members, now include performance updates on individual business lines, in addition to
the overall results. This change in focus of the management was announced to the market on 3 September
2024.
The Group identified that it operates in three main operating segments: Symphony, Adslot Media and Webfirm.
All three segments are discretely identifiable within the Group as they engage in revenue generating activities,
have the results regularly reviewed by the Chief Operating Decision Maker and have discrete financial
information available.
Each of the operating segments is managed separately as each of these service lines requires separate
resources as well as marketing approaches. All inter-segment transfers are carried out at arm's length prices.
Symphony segment carries out provision of Digital Media workflow solutions to clients such as GroupM and
Together NZ. Adslot Media offers a leading global technology trading platform (Marketplace & Storefront) that
facilitates the trading of premium advertising space, connecting top publishers with leading advertisers. Media
auctions business line is aggregated under Adslot Media as they have similar economic characteristics and
uses same resources. Webfirm segment provides Digital Marketing services for SME clients. The segments
cannot be aggregated further.
37
Identification of reportable segments
The standard stipulates applying the following quantitative thresholds for operating segments to identify
reportable segments.
•
Reported revenue, including both external and inter segment sales or transfers is 10% or more of
combined revenue of all operating segments.
•
Reported profit or loss is 10% or more of the greater in absolute amount, of:
o
The combined reported profit of all operating segments that did not report a loss; and
o
The combined reported loss of all operating segments that reported a loss.
•
Assets are 10% or more of the combined assets of all operating segments.
The Group’s operating segments identified above, meet the revenue threshold and therefore are considered
reportable segments for the reporting period under review.
The standard also stipulates the identification of minimum number of reportable segments. External revenue
of reportable segments already identified must constitute at least 75% of total consolidated revenue.
Consolidated revenue for the purpose of this comparison would be by definition, external revenue, as inter
segment revenue would be eliminated on consolidation. Identification of additional reportable segments is not
required if this minimum threshold is met. External revenues of the three identified reportable segments
constitute 99.7% of the consolidated revenue of the Group for the reporting period under review. Therefore,
the identification of additional reporting segments is not required.
In prior periods, performance evaluation was carried out on a group level and accordingly entire Group was a
single operating segment aggregated into a single reporting segment. Accordingly, the comparatives have not
been restated as they are not readily available and impractical to reproduce.
This change in segment reporting does not impact the overall financial performance or position of the company
but affects the presentation of segment results in the financial statements (refer to Note 2a).
The measurement policies the Group uses for segment reporting under AASB 8 are the same as those used
in its financial statements, except that:
•
Interest income;
•
Insurance proceeds;
•
Corporate costs;
•
Share based expenses;
•
Forex gains and losses;
•
Depreciation and amortisation; and
•
Interest expenses,
are not included in arriving at the results of the reporting segments.
Segments assets or liabilities are not included in the internal reports to the Chief Operating Decision Maker
and therefore not disclosed under reporting segments.
(w) Provisions, contingent assets and contingent liabilities
Provisions for product warranties, legal disputes, onerous contracts or other claims are recognised when the
Group has a present legal or constructive obligation as a result of a past event, it is probable that an outflow
of economic resources will be required from the Group and amounts can be estimated reliably. The timing or
amount of the outflow may still be uncertain.
Restructuring provisions are recognised only if a detailed formal plan for the restructuring exists and
management has either communicated the plan’s main features to those affected or started implementation.
Provisions are not recognised for future operating losses.
Provisions are measured at the estimated expenditure required to settle the present obligation, based on the
most reliable evidence available at the reporting date, including the risks and uncertainties associated with
the present obligation. Where there are a number of similar obligations, the likelihood that an outflow will be
required in settlement is determined by considering the class of obligations as a whole. Provisions are
discounted to their present values, where the time value of money is material.
Any reimbursement that the Group is virtually certain to collect from a third party with respect to the obligation
is recognised as a separate asset. However, this asset may not exceed the amount of the related provision.
No liability is recognised if an outflow of economic resources as a result of present obligations is not probable.
Such situations are disclosed as contingent liabilities unless the outflow of resources is remote.
38
(x) Critical accounting judgements and key sources of estimation uncertainty
Critical judgements in applying the entity’s accounting policies
The following are the critical judgements (apart from those involving estimations, which are dealt with below),
that management has made in the process of applying the Group’s accounting policies and that have the most
significant effect on the amounts recognised in the financial statements.
Unrecognised deferred tax assets
As disclosed in Note 5, the Group recognises deferred tax assets relating to temporary differences, capital
losses or operating losses when it is probable that they will be able to be utilised in future reporting periods.
Due to the continuing operating losses, the Directors have determined it is not appropriate to recognise
deferred tax assets until a point in time where it is probable that future taxable income is going to be available
to utilise the assets. The tax benefit of deferred tax assets not recognised is $20,172,240 (FY2024:
$19,424,229). Refer to Note 5 for further details.
Revenue recognition
In web development and web hosting business operations, management assesses stage of completion of each
project and recognises revenue in the period in which development work is undertaken. In making its
judgement, management considered the standard duration of such contracts, stage of progress in contracts
and commencement date of such contracts. Accordingly, management has deferred recognising some web
development and web hosting revenue of an estimated value of services to be rendered in the future.
Key sources of estimation uncertainty
The following are the key assumptions concerning the future and other key estimation uncertainty at the
reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets
and liabilities within the next financial year.
Impairment of goodwill and intangible assets
Determining whether goodwill and intangible assets are impaired requires an estimation of the value in use of
the underlying cash-generating unit. The value in use calculations requires the entity to estimate the future
cash flows expected to arise from the cash-generating units and a suitable discount rate in order to calculate
the present value. The future cash flows included in the assessments are predicated largely on growth and
integration of platforms.
In the event that these products do not generate revenues as planned an impairment of the related intangible
assets may result.
The carrying amount of intangible assets at the reporting date was $38,267 (FY2024: $38,267). Refer to Note
10 for further details of goodwill and intangible assets.
Capitalisation of internally developed software
AASB 138 Intangible Assets requires that costs incurred in the development stage to be capitalised while
costs incurred in the research stage to be expensed.
An asset arising from development shall be recognised when a company can demonstrate all of the following:
1. The technical feasibility of completing the asset so that it will be available for use or sale;
2. Its intention to complete the intangible asset and use or sell it;
3. Its ability to use or sell the intangible asset;
4. How the intangible asset will generate probable future economic benefits;
5. The availability of adequate technical, financial and other resources to complete the development and
to use or sell the asset;
6. Its ability to measure reliably the expenditure attributable to the intangible asset during its
development.
Distinguishing the research and development phases of software projects and determining whether the
recognition requirements for the capitalisation of development costs are met, requires judgement. After
capitalisation, management monitors whether the recognition requirements continue to be met and whether
there are any indicators that capitalised costs may be impaired.
The Group is able to satisfactorily demonstrate all of the above conditions except how the intangible asset will
generate probable future economic benefits. The economic conditions affecting the integrated Adslot
Symphony asset, the Group share price and the financial outlook of the revenues for the integrated Adslot
Symphony asset, has not changed significantly since the detailed impairment assessment done at 30 June
2024. Therefore, the Group believes that the probable economic benefits derived from the development costs
incurred in FY2025 will not be sufficient to justify capitalising the development cost.
39
Consequently, the Group decided to expense the development costs and ongoing development costs, until
there is material improvement in the probable future economic value.
The capitalisation of internally developed software amount for the year was nil (FY2024: $2,049,264). Refer to
Note 10 for further details.
Share-based payments
The calculation of the fair value of options issued requires significant assumptions to be made in regard to
volatility, along with market and non-vesting conditions. The estimations made are subject to variability that
may alter the overall fair value determined. The share-based payment expense for the year was $192,670
(FY2024: $92,579).
Research and development tax concessions
A receivable of $455,311 (FY2024: $882,512) has been recognised in relation to a research and development
tax concession for the 2025 financial year. Refer to Note 8 for further details. The actual claim is yet to be
submitted with the Australian Tax Office and therefore there remains some uncertainty in regard to the quantum
of the concession to be received. The financial statements reflect the Directors’ estimate of the receivable after
taking into account the likelihood of each component of the claim being received.
New standards and interpretations issued but not effective
At the date of authorisation of these financial statements, several new, but not yet effective, Standards and
amendments to existing Standards, and Interpretations have been published by the AASB. None of these
Standards or amendments to existing Standards have been adopted early by the Group.
Management anticipates that all relevant pronouncements will be adopted for the first period beginning on or
after the effective date of the pronouncement. New Standards, amendments and Interpretations not adopted
in the current year have not been disclosed.
40
2.
Segment Information
In FY2025 after a strategic review of operations, the Group transitioned its internal reporting and
decision-making process, from a “Group Level” approach to a “Business Line Financial Reporting”.
As a result, the Group identified that it operates in three main operating segments: Symphony, Adslot
Media and Webfirm. All three segments are discretely identifiable within the Group as they engage in
revenue generating activities, have the results regularly reviewed by the Chief Operating Decision
Maker which includes the Board of Directors and the Executive Committee members, and have discrete
financial information available.
The Segment information provided to the Chief Operating Decision Makers for the reportable segments
for the period ended 30 June is as follows:
For the year ended June 2025
Symphony
Adslot Media
Webfirm
Total
$
$
$
$
Segment Revenue
2,678,181
1,598,252
1,470,051
5,746,484
Cost of Sales
(364,771)
(193,062)
(562,975)
(1,120,808)
Direct Expenses
(1,621,937)
(2,364,435)
(895,630)
(4,882,002)
Segment EBITDA
691,473
(959,245)
11,446
(256,326)
Comparative for prior periods not included as they are not available and impractical to be reproduced.
In the prior periods, Chief Operating Decision maker evaluated performance on a group level and
therefore the financial reports were prepared and presented on a group level basis.
a) Other segment information
The Totals presented for the Group’s reportable segments reconcile to the Group’s key financial figures
as presented in its financial statements as follows:
June 2025
$
Segment Revenue
5,746,484
Interest Income
14,038
Insurance Proceeds
5,652
Total Revenue and other Income
5,766,174
June 2025
$
Segment EBITDA
(256,326)
Corporate Costs
(2,900,242)
Share Based Expenses
(192,670)
Foreign Exchange Loss
(247,348)
Depreciation & Amortisation
(63,918)
Interest Income
14,038
Insurance Proceeds
5,652
Interest & other expenses
(58,675)
Loss for the year
(3,699,489)
Comparative for prior periods not included as they are not available and impractical to be reproduced.
In the prior periods, Chief Operating Decision Maker evaluated performance on a group level and
therefore the financial reports were prepared and presented on a group level basis.
41
b) Geographical & major customer information
The Group’s Total Revenue and Other Income (Note 3) and its non-current assets (other than financial
instruments) (Note 9 & 10) are divided into the following geographical areas:
2025
2024
$
$
Revenue
Non-Current
Assets
Revenue
Non-Current
Assets
Australia (Domicile)
2,956,840
38,868
5,249,034
229,973
EMEA
1,316,812
2,174
984,374
4,589
The Americas
112
-
17,743
875
Other countries
1,492,410
-
2,495,563
-
Total
5,766,174
41,042
8,746,714
235,437
Revenues from external customers in the Group’s domicile, Australia, as well as other major
geographical areas have been attributed based on the customer’s geographical location. There is no
individual foreign country where 10% or more of the Group’s revenue from services rendered could be
attributed to.
Major customers
The Group provides services to and derives revenue from a number of customers across all the
divisions. The Group had certain customers whose revenue individually represented 10% or more of
the Group’s total revenue from services rendered.
In FY2025, one customer accounted for 10% or more of revenue from services rendered (2024: one).
42
3.
Revenue and Other Income
2025
2024
Revenue
$
$
Licence fees
3,296,475
6,036,623
Trading fees
821,686
876,441
Revenue from Trading Technology
4,118,161
6,913,064
Revenue from Services
1,480,865
1,527,363
Total revenue for services rendered
5,599,026
8,440,427
Interest revenue
14,038
68,490
Total revenue from continuing operations
5,613,064
8,508,917
Other income
Grant income
147,458
237,797
Insurance Proceeds
5,652
-
Total other income
153,110
237,797
Total revenue and other income
5,766,174
8,746,714
Revenue derived from the two product lines are described as follows:
Trading Technology
Comprises Adslot Media and StoreFront, a leading global media trading technology, and Symphony,
market-leading workflow automation technology, purpose built for digital media agencies.
Services
Comprising marketing services that are provided by the Group’s Webfirm division to SME clients and
project-based customisation of Trading Technology.
The Group’s revenue disaggregated by pattern of revenue recognition is as follows:
2025
Trading
Technology
Services
Total
$
$
$
Services transferred over time
4,118,161
1,468,644
5,586,805
Services transferred at a point in time
-
12,221
12,221
4,118,161
1,480,865
5,599,026
2024
Trading
Technology
Services
Total
$
$
$
Services transferred over time
6,913,064
1,509,943
8,423,007
Services transferred at a point in time
-
17,420
17,420
6,913,064
1,527,363
8,440,427
2025
2024
$
$
Grant income and other income
R&D Tax Incentive – AusIndustry (i)
147,458
237,797
Insurance Proceeds
5,652
-
Total Grant and other income
153,110
237,797
(i) Amounts recognised as revenue in relation to financial year 2025 R&D Tax Incentive.
43
4.
Expenses
2025
2024
$
$
Loss before income tax includes the following specific expenses:
Other operating expenses
Recruitment fees
365
-
Directors' fees
252,581
283,827
Marketing costs
15,517
38,878
Short term lease - rental premises
61,343
99,196
Rent outgoings
120,451
99,642
Listing & registrar fees
49,391
69,712
Legal fees
105,927
147,436
Travel expenses
18,172
54,976
Consultancy fees
423,359
851,326
Audit and accountancy fees
204,586
343,294
Foreign exchange (gain)/loss
247,348
(70,712)
Insurance expenses
160,731
191,681
Impairment of trade receivables
2,171
(4,514)
Write off of trade receivables
869
2,213
Other expenses
343,970
407,044
Total other operating expenses
2,006,781
2,513,999
Depreciation and amortisation
Amortisation – Software development costs
-
2,486,220
Amortisation – Right of use assets
50,212
399,346
Depreciation – Computer & equipment
13,672
35,392
Depreciation – Plant & equipment
34
292
Total depreciation and amortisation
63,918
2,921,250
Other charges against assets
Impairment of trade receivables
2,171
(4,514)
Write off of trade receivables
869
2,213
Impairment of Internally Developed Software (i)
-
5,085,751
Impairment of right of use asset (ii)
-
401,355
(i)
Intangible assets relating to internally developed software were impaired by $5,085,751 in FY2024 (refer
to Note 10).
(ii) The right of use asset relating to the Melbourne office lease was impaired by $401,355 in FY2024 (refer
to Note 9). Melbourne Office lease was surrendered on 1 May 2025.
44
2025
2024
$
$
Loss before income tax includes the following specific
expenses:
Employee benefits expense
5,907,850
7,038,141
R&D grants offsetting wages (i)
306,808
-
Total capitalised development wages
-
2,694,560
Employee benefits included in share-based payment expense
132,406
78,449
Total employee benefits
6,347,064
9,811,150
Defined contribution superannuation expense included in employee
benefit expense
514,181
762,515
Capitalised development wages (net of related grants)
-
2,049,264
Capitalised development wages included in the R&D grant
-
645,296
Total capitalised development wages
-
2,694,560
(i) Since wages were not capitalised in FY2025, R&D grants were offset against wages expense. This amount
is added back to reflect employee benefits expense.
45
5.
Income Tax Expense
2025
2024
$
$
a) Numerical reconciliation of income tax expense to prima facie tax benefit
Loss before income tax
(3,561,178)
(10,504,869)
Prima facie tax benefit on loss before income tax at 25% (FY2024: 25%)
(890,295)
(2,626,217)
Tax effect of:
Other non-allowable items
1,316
3,312
Share-based expenses during year
48,168
23,145
Research and development tax concession
261,673
507,191
Income tax benefit attributable to entity
(579,138)
(2,092,569)
Deferred tax income relating to utilisation of unused tax losses
-
-
Deferred tax assets relating to tax losses not recognised
748,011
1,236,483
Other – adjustments and net foreign exchange differences
(307,184)
657,074
Income tax benefit/(expense) attributable to entity
(138,311)
(199,012)
b) Movement in deferred tax balances
Balance at 30 June 2025
Balance at
1 July 2024
Recognised
in Profit &
Loss
Acquired in
Business
combination
Net
Deferred
tax assets
Deferred tax
liabilities
$
$
$
$
$
$
Trade and other receivables
(104,964)
-
-
(104,964)
-
(104,964)
Property, plant and equipment
165
-
-
165
-
165
Intangible assets
137,863
-
-
137,863
-
137,863
Unused tax losses
(33,064)
-
-
(33,064)
(33,064)
-
Net tax (assets)/liabilities
-
-
-
-
(33,064)
33,064
Balance at 30 June 2024
Balance at
1 July 2023
Recognised
in Profit &
Loss
Acquired in
Business
combination
Net
Deferred
tax assets
Deferred tax
liabilities
$
$
$
$
$
$
Trade and other receivables
(104,964)
-
-
(104,964)
-
(104,964)
Property, plant and equipment
165
-
-
165
-
165
Intangible assets
137,863
-
-
137,863
-
137,863
Unused tax losses
(33,064)
-
-
(33,064)
(33,064)
-
Net tax (assets)/liabilities
-
-
-
-
(33,064)
33,064
46
c) Deferred tax assets not brought to account
Deferred tax assets not brought to account, the benefits of which will only be realised if the conditions
for deductibility set out on Note 1(k) occur.
2025
2024
$
$
Temporary differences
1,354,111
1,871,927
Tax Losses:
Operating losses
57,478,280
53,968,420
Capital losses
21,856,570
21,856,570
80,688,961
77,696,917
Potential tax benefit (25% FY2024: 25%)
20,172,240
19,424,229
The Group and its wholly owned Australian resident entities have formed a tax-consolidated group and
are therefore taxed as a single entity. The head entity within the tax-consolidated group is Adslot Ltd.
The operating losses above includes all estimated losses available to the Group including from overseas
jurisdictions.
Deferred tax assets from temporary differences of $338,528 (FY2024: assets of $467,982) have not
been recognised as they have been offset with deferred tax liabilities of the same value.
Capital losses remain unchanged in FY2025 and in FY2024.
6.
Dividends
The Group did not declare any dividends in the current year or prior year. There are no franking credits
available to shareholders of the Group.
7.
Cash and Cash Equivalents
2025
2024
$
$
Cash at bank and on hand
1,534,960
3,147,242
Included in the Cash at Bank is $240,932 (FY2024: $311,770) of funds held on term deposit as
guarantee for our corporate credit card facilities and for the benefit of landlords under office lease
surrender agreements.
47
8.
Trade and Other Receivables
2025
2024
Current:
$
$
Trade debtors
4,444,245
2,524,905
Less: Allowance for impairment
(6,761)
(4,590)
Trade debtors not impaired
4,437,484
2,520,315
Research and Development grant receivable
455,311
882,512
Other receivables
28,890
34,868
4,921,685
3,437,695
The average age of the Group’s trade debtors is 65 days (FY2024: 56 days).
(a)
Ageing of trade debtors not impaired
2025
2024
$
$
0 – 30 days
1,181,977
942,904
31 – 60 days
909,840
662,062
61 – 90 days
559,326
494,400
Over 91 days
1,786,341
420,949
4,437,484
2,520,315
(b)
Movement in the provision for impairment
2025
2024
$
$
Balance at beginning of the year
4,590
9,104
Provision Impairment recognised/(reversed) during the year
3,040
(3,898)
Amounts recovered during the year
-
(616)
Amounts written off as uncollectible
(869)
-
Balance at the end of the year
6,761
4,590
In determining the recoverability of a trade receivable, the Group considers any recent history of
payments and the status of the projects to which the debt relates. No payment terms have been
renegotiated. The concentration of credit risk is limited due to the customer base being large and
unrelated.
Accordingly, the Directors believe that there is no further provision required in excess of the allowance
for impairment.
Fair value of receivables
Fair value of receivables at year end is measured to be the same as receivables net of the allowance
for impairment.
48
9.
Property, Plant and Equipment
2025
2024
$
$
Leasehold improvements – at cost
-
7,787
Less: Accumulated amortisation
-
(7,787)
-
-
Right of use asset – at cost (i)
-
1,736,500
Less: Accumulated depreciation
-
(1,156,086)
Less: Impairment of right of use asset
-
(401,355)
-
179,059
Plant and equipment – at cost
-
59,515
Less: Accumulated depreciation
-
(59,481)
-
34
Computer equipment – at cost
147,272
358,282
Less: Accumulated depreciation
(144,497)
(340,205)
2,775
18,077
Total carrying amount of property, plant and equipment
2,775
197,170
Leasehold improvements, Plant and equipment and some Computer equipment have been written off
following the surrender of the office leases in Melbourne & Shanghai.
Reconciliations of the carrying amounts of each class of property, plant and equipment at the beginning
and end of the current financial year are set out below:
2025
Right of Use
Assets
Plant and
Equipment
Computer
Equipment
Total
$
$
$
$
Carrying amount at 1 July 2024
179,059
34
18,077
197,170
Disposal/write-off (i)
(128,847)
-
(1,999)
(130,846)
Depreciation/amortisation expense
(50,212)
(34)
(13,672)
(63,918)
Net foreign exchange differences
-
-
369
369
Carrying amount at 30 June 2025
-
-
2,775
2,775
(i)
The lease agreement for the Melbourne premises was surrendered effective 1 May 2025. As a result, the
associated Right-of-Use asset and corresponding lease liability were derecognised from the financial
statements in accordance with AASB 16 (refer to Note 13).
49
2024
Right of
Use Assets
Plant and
Equipment
Computer
Equipment
Total
$
$
$
$
Carrying amount at 1 July 2023
1,605,276
326
49,280
1,654,882
Additions
-
-
7,068
7,068
Disposal/write-off
(625,814)
-
(2,911)
(628,725)
Lease Modifications
298
-
-
298
Depreciation/amortisation expense
(399,346)
(292)
(35,392)
(435,030)
Impairment of right of use assets
(401,355)
-
-
(401,355)
Net foreign exchange differences
-
-
32
32
Carrying amount at 30 June 2024
179,059
34
18,077
197,170
Impairment of Right of Use Asset FY2024
As per AASB 136 Impairment of Assets, an asset needs to be tested for impairment when there are
indicators of impairment. An impairment test of the intangible assets of the Group was performed as
there were indicators of impairment as at 30 June 2024. Adslot’s discounted cash flow performed for
the value in use calculation in respect of testing impairment of intangible assets was negative, which is
an indicator of impairment of assets other than intangible assets held at 30 June 2024. Therefore, Adslot
needed to assess the recoverability of other assets, with the Right of Use Asset (ROU) relating to the
Melbourne office lease being one of them. This ROU asset carried a net book value of $580,414
whereas the recoverable amount of the asset arrived at using fair value less cost of disposal was
$179,059. Therefore, the carrying value of the ROU asset was impaired by $401,355 during the financial
year ended 30 June 2024.
50
10. Intangible Assets
Internally
Developed
Software
$
Domain
Name
$
Intellectual
Property
$
Goodwill
$
Total
$
Year ended 30 June 2025
Opening net book amount
-
38,267
-
-
38,267
Carrying amount at 30 June 2025
-
38,267
-
-
38,267
At 30 June 2025
Cost
27,660,501
38,267
16,191,496
15,161,939
59,052,203
Accumulated amortisation and
impairment
(27,660,501)
-
(16,191,496)
(15,161,939)
(59,013,936)
Carrying amount at 30 June 2025
-
38,267
-
-
38,267
Internally
Developed
Software
$
Domain
Name
$
Intellectual
Property
$
Goodwill
$
Total
$
Year ended 30 June 2024
Opening net book amount
5,522,707
38,267
-
-
5,560,974
Additions
2,049,264
-
-
-
2,049,264
Amortisation
(2,486,220)
-
-
-
(2,486,220)
Impairment of assets
(5,085,751)
-
-
-
(5,085,751)
Carrying amount at 30 June 2024
-
38,267
-
-
38,267
At 30 June 2024
Cost
27,660,501
38,267
16,191,496
15,161,939
59,052,203
Accumulated amortisation and
impairment
(27,660,501)
-
(16,191,496)
(15,161,939)
(59,013,936)
Carrying amount at 30 June 2024
-
38,267
-
-
38,267
Internally Developed Software
The following table shows the portion of platform development costs that are capitalised for the current
and prior financial years:
Platform
Capitalised
Wages
R&D grants offsetting
capitalised wages
Net Capitalised
Wages
$
$
$
2025
-
-
-
2024
2,694,560
(645,296)
2,049,264
In accordance with AASB 138 Intangible Assets, development expenditure may only be capitalised
when specific recognition criteria are met. While the Group is able to demonstrate most of the required
conditions – including technical feasibility, intention and ability to complete, availability of resources, and
reliable measurement of costs, it is currently unable to demonstrate how the integrated Adslot
Symphony asset will generate probable future economic benefits.
Economic conditions relating to the asset, including the Group’s share price and projected revenue
outlook, have not materially improved since the impairment assessment conducted as at 30 June 2024.
As a result, the Group has determined that it has not met the criteria for capitalisation and has therefore
expensed development costs incurred during FY2025. Ongoing development costs will continue to be
expensed until there is a material improvement in the expected economic benefits of the asset.
51
Domain names
Domain names opening carrying value of $38,267 (FY2024: $38,267) relates to the various domain
names held by Webfirm and Adslot. The Directors have assessed that this intellectual property has an
indefinite useful life on the basis that the Directors do not believe that there is a foreseeable limit on the
period over which this asset is expected to generate cash inflows for the entity.
Intellectual property
The Symphony technology was acquired as part of the Facilitate Digital Holdings Limited acquisition.
The cost attributable and the accumulated amortisation to the Symphony technology intellectual
property was $16,191,496. This asset was fully amortised in FY2019.
Goodwill
The Goodwill balance relating to the acquisition of Facilitate was impaired in full during FY2023.
(a) Cash Generating Units (CGU)
As a result of increased technical integration, interdependency of the Adslot and Symphony platforms
and increased number of customers utilising the integrated platform for what was historically the group
of CGUs, it is no longer possible to identify a single intangible asset associated with each product;
instead, a single asset is identified which both products leverage. In the absence of any product-specific
assets, the Company now identifies a single CGU encompassing both products, being the “Adslot-
Symphony CGU”.
(b) Impairment testing and key assumptions
The Group tests whether intangible assets with definite life have suffered any impairment in accordance
with the Group’s accounting policies. The directors’ have deemed that a value in use method reliant on
forecast cash flows is appropriate to assess recoverable amounts of assets and CGU.
At 30 June 2024, the directors assessed the recoverable amount of the $2.5 million intangible asset
with definite life and determined to impair the carrying value in full. No intangible assets with definite life
were recognised during the year.
The carrying value for intangible assets at yearend were $38,267 (FY2024: $38,267).
11. Trade and Other Payables
2025
2024
$
$
Trade creditors
335,531
477,780
Publisher creditors (i)
7,470,108
4,840,473
Accrued expenses
243,966
411,597
Other creditors
201,010
419,342
8,250,615
6,149,192
(i)
Refer to Note 1(p) for further information on publisher creditors.
12. Other Liabilities
2025
2024
$
$
Current: Contract liabilities (i)
268,610
277,869
Short Term Borrowings (ii)
200,050
400,500
468,660
678,369
(i)
Contract liabilities relate to:
•
website development and hosting invoices that are rendered based on full contract terms at the
contracts’ inception, however performed over stages which straddle the reporting date,
•
licence fees billed in advance, and
•
advertising campaigns that have been purchased but whose delivery will occur after the reporting
date.
During the financial year 2025, out of $277,869 of the contract liabilities at the start of the year, $171,413 was
recognised as revenue.
52
(ii) In March 2024, Adslot entered into a secured loan agreement with Radium Capital for a loan secured against
the company’s FY2024 R&D claim. Radium Capital is a leading R&D finance provider, offering strategic capital
by early access to R&D funds, secured against the associated tax rebate. Under this debt facility, the company
obtained $400,500 in funding. The loan amount was fully settled in November 2024.
In March 2025, the Company entered into a second secured loan agreement with Radium Capital, against its
FY2025 R&D claim. Under this new agreement, it obtained a further $200,050 with an annual interest of 16%,
application of $300 and a maturity date of 31 December 2025.
13. Lease Liabilities and Termination Fee payable
2025
2024
$
$
Current: Lease liability
-
207,029
Non-current: Lease liability
-
401,172
-
608,201
The lease for the office premises in Melbourne was classified as leases under AASB 16 which was
originally due to expire in July 2027. The Company negotiated an early surrender of the lease on 1 May
2025 for a total surrender fee of $390,000 (including GST). The fee is payable in 24 consecutive equal
monthly instalments with the first instalment being due on the surrender date (1 May 2025) and
thereafter on the first day of each month. The final instalment will be on 1 April 2027.
Accordingly, the Right of Use asset & the corresponding lease liability were derecognised from the
financial statements in accordance with AASB 16. The lease termination fee payable is disclosed as a
liability as below.
2025
2024
$
$
Current: Lease termination fee payable
177,273
-
Non-current: Lease termination fee payable
147,727
-
325,000
-
Lease payments not recognised as a liability
The Group has elected not to recognise a lease liability for short term leases (leases of expected term
of 12 months or less) or for leases of low value assets. Payments made under such leases are expensed
on a straight-line basis.
At 30 June 2025 short term and low value leases that were not recognised as a liability represented a
total commitment of $22,713 (FY2024: $112,064) for the Group. There were no short term lease
commitments in FY2025 (FY2024: $69,733) while the low value leases are $22,713 (FY2024: $42,331).
14. Provisions
2025
2024
$
$
Current: Employee benefits
346,829
441,410
Non-current: Employee benefits
529,118
696,740
Non-current: Provision for make good costs (i)
-
81,862
529,118
778,602
(i) Present value of estimated make good costs for lease liabilities classified as leases under AASB 16. The
provision is nil in FY2025 due to the surrender of Melbourne lease on 1 May 2025.
53
15. Contributed equity
2025
2024
2025
2024
Number
Number
$
$
Ordinary Shares – Fully Paid
5,434,664,801
3,749,671,795
164,927,944
163,285,169
Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in
proportion to the numbers of shares.
At the shareholders meeting each ordinary share is entitled to one vote when a poll is called. Adslot
conducts a poll for resolutions at annual general meetings (since 2019).
Movements in Paid-Up Capital
Date
Details
Number of
shares
Issue
price
Capital
raising costs
Value
Number
$
$
$
01-Jul-23
Balance
2,479,348,381
(3,971,198)
160,134,280
01-Jul-23
June 2023 Share Placement
-
(17,670)
(17,670)
06-Jul-23
July 2023 Rights Issue
787,268,541
$0.004
(244,459)
2,904,615
26-Jul-23
Exercise of Option
758
$0.006
-
5
25-Sep-23
Unmarketable Parcels Share Buy Back
(42,122,133)
$0.004
(3,841)
(168,118)
18-Jun-24
June 2024 Entitlement Offer
525,176,248
$0.001
(93,119)
432,057
30-Jun-24
Balance
3,749,671,795
(4,330,287)
163,285,169
01-Jul-24
Balance
3,749,671,795
(4,330,287)
163,285,169
15-Jul-24
July 2024 entitlement offer
952,949,896
$0.001
(26,388)
926,562
08-Oct-24
July 2024 entitlement offer completed in October
340,000,000
$0.001
(10,574)
329,426
06-Dec-24
July 2024 entitlement offer completed in December
200,000,000
$0.001
(2,222)
197,778
06-Dec-24
Equity raised under Directors Fees share plan
73,236,100
$0.001
(1,157)
72,079
21-Jan-25
Equity raised under Directors Fees share plan
61,443,240
$0.001
(971)
60,472
08-Apr-25
Equity raised under Directors Fees share plan
57,363,770
$0.001
(906)
56,458
30-Jun-25
Balance
5,434,664,801
(4,372,505)
164,927,944
54
Options movements during the financial year are summarised below:
Issue Type
Expiry Date
Exercise
Price
Balance at
beginning of
the year
Issued
during
the year
Lapsed/
Forfeited during
the year
Exercised
during
the year
Balance at
end of
the year
$
(Number)
(Number)
(Number)
(Number)
(Number)
Ordinary options
12/07/2024
0.028
13,916,667
-
(13,916,667)
-
-
Ordinary options
06/08/2024
0.034
18,000,000
-
(18,000,000)
-
-
Ordinary options
16/12/2024
0.043
2,500,000
-
(2,500,000)
-
-
Ordinary options
29/07/2025
0.041
8,500,000
-
(2,000,000)
-
6,500,000
Ordinary options
29/07/2025
0.041
6,250,000
-
-
-
6,250,000
Ordinary options
08/08/2025
0.028
6,000,000
-
-
-
6,000,000
Ordinary options
11/10/2025
0.040
2,500,000
-
-
-
2,500,000
Ordinary options
15/06/2026
0.018
35,200,000
-
(4,400,000)
-
30,800,000
Ordinary options
15/06/2026
0.018
3,200,000
-
-
-
3,200,000
Ordinary options
05/11/2028
0.001
-
25,000,000
-
-
25,000,000
Ordinary options
05/11/2028
0.001
-
1,150,000
-
-
1,150,000
Ordinary options
01/12/2028
0.0015
-
95,000,000
(4,000,000)
-
91,000,000
Ordinary options
23/01/2029
0.0015
-
9,500,000
-
-
9,500,000
Ordinary options
24/02/2029
0.001
-
40,000,000
-
-
40,000,000
Ordinary options
04/06/2029
0.0015
-
5,000,000
-
-
5,000,000
96,066,667
175,650,000
(44,816,667)
-
226,900,000
55
16. Reserves
Note
2025
2024
$
$
Reserves
Share–based payments reserve
499,801
940,115
Foreign currency translation reserve
504,508
336,557
1,004,309
1,276,672
Share–based payments reserve
Opening balance
940,115
984,980
Lapsed/forfeited options during the year - Employees
(575,346)
(137,444)
Lapsed/forfeited options during the year - Directors
(58,743)
-
Share-based payment expense - employees
21
186,503
78,449
Share-based payment expense - directors
21
212
14,130
Share-based payment expense – third party
21
5,955
-
Share-based payment expense – equity-based
21
1,105
-
Closing balance
499,801
940,115
Foreign currency translation reserve
Opening balance
336,557
386,401
Movement on currency translation
167,951
(49,844)
Closing balance
504,508
336,557
The Share-based payments reserve is used to record the value of options accounted for in accordance
with AASB 2: Share-Based Payments.
The foreign currency translation reserve is used to record the value of aggregate movements in the
translation of foreign currency in accordance with AASB 121: The Effects of Changes in Foreign
Exchange Rates.
56
17. Earnings Per Share
2025
2024
Cents
Cents
(a)
Basic earnings per share
Loss attributable to the ordinary equity holders of the Group
(0.07)
(0.33)
(b)
Diluted earnings per share
Loss attributable to the ordinary equity holders of the Group
(0.07)
(0.33)
2025
2024
$
$
(c)
Reconciliation of earnings used on calculating earnings per share (i)
Loss from continuing operations attributable to the members of the Group used on
calculating basic and diluted earnings per share
(3,699,489)
(10,703,881)
2025
2024
Number
Number
(d)
Weighted average number of shares used as the denominator
Weighted average number of shares on issue used in the calculation of basic EPS
5,109,113,451
3,242,291,812
(e)
Weighted average number of shares used as the denominator
Weighted average number of shares on issue used in the calculation of diluted
EPS
5,109,113,451
3,242,291,812
(i) During FY2025 and FY2024 there were no discontinued operations or values attributable to minority
interests.
2025
2024
Number
Number
Weighted average number of rights and options that could potentially dilute basic
earnings per share in the future, but are not included in the calculation of diluted
EPS because they are anti-dilutive for the period presented.
91,357,763
101,636,612
18. Contingencies
No contingent assets and liabilities are noted.
57
19. Remuneration of auditors
2025
2024
$
$
During the year the following fees were paid/payable to the auditor of the Group:
Audit services
Audit and review of financial reports
77,632
173,361
During the year the following fees were paid/payable to a related entity of the
auditor of the Group:
Other services
Taxation compliance, review of R&D expenditure and other taxation advice
31,388
31,213
109,020
204,574
20. Related Party Disclosures
Key Management Personnel
Directors
The following persons were directors of the Group during the financial year:
Mr Andrew Dyer (Executive Chairman) (i)
Mr Adrian Giles (Non-Executive Director)
Ms Sarah Morgan (Non-Executive Director)
Mr Ben Dixon (Executive Director & CEO) (ii)
Mr Tom Triscari (Non-Executive Director) (iii)
(i)
Mr Dyer was appointed as Executive Chairman on 1 September 2024.
(ii) Mr Dixon resigned as Executive Director & CEO on 6 September 2024.
(iii) Mr Triscari resigned as Non-Executive Director on 29 October 2024.
Other key management personnel
The following persons also had authority and responsibility for planning, directing and controlling the
activities of the Group, directly or indirectly, during the financial year:
Name
Position
Mr Tom Peacock
Chief Commercial Officer
Mr Mal Jayakody
Chief Financial Officer
Mr Ben Loiterton (i)
Interim Chief Executive Officer
(i)
Mr Loiterton was appointed as Interim Chief Executive Officer on 6 September 2024.
Key management personnel compensation
2025
2024
$
$
Short-term employee benefits
765,207
969,898
Post-employment benefits
73,022
78,480
Other long-term employee benefits
68,949
12,427
Termination benefits
92,308
-
Share-based payments
109,960
27,419
Shares & Unit
235,656
-
Total compensation
1,345,102
1,088,224
There were 8 key management personnel throughout FY2025, some of whom have a part year of
service (FY2024: 8).
58
Business Acquisitions:
There were no related party business acquisition transactions during the year ended 30 June 2025.
Transactions with Directors and their personally related entities:
During the year the Company earned revenue of $694 (FY2024: $1,383) from a company requiring
website hosting related to Mr Adrian Giles on normal commercial terms and conditions. Hosting service
has since been cancelled in December 2024.
Additionally, the Company reimbursed Mr Andrew Dyer $1,960 via his related entity for work undertaken
regarding production of presentation materials.
The Company also paid $3,500 to Mr Ben Loiterton via his contracted company Venturastar Pty Ltd for
the use of office space in Sydney CBD.
In last financial year 2024, as part of the Entitlement Offer announced on 9 June 2023 and finalised on
6 July 2023, the Company paid below sub-underwriting fees to Directors of Adslot Ltd including their
personally related parties:
-
Mr Andrew Dyer $1,111.52; and
-
Mr Benjamin Dixon $335.58.
On 17 June 2024, Adslot announced a capital raise in the form of a partially underwritten 3:4 accelerated
pro rata non-renounceable entitlement offer. The entitlement offer comprised of an institutional
component (Institutional Entitlement Offer) and an offer to eligible shareholders to participate on similar
terms under a retail component (Retail entitlement offer). On 15 July 2024, the shortfall after the Retail
Entitlement Offer was 197,022,090 shares (approx. $0.02m) which were issued to the underwriters
Directors Adrian Giles, Sarah Morgan and Andrew Dyer (through their related shareholding entities).
There were no other transactions with directors and their personally related entities for the financial
years ending 30 June 2025 and 30 June 2024.
After the conclusion of the financial year, as part of the private placement announced on 7 August 2025,
Mr Andrew Dyer (through his related entities) agreed to subscribe for 25,000,000 shares at a price of
$0.001, subject to shareholder approval to be obtained at Extraordinary General Meeting.
59
21. Share-Based Payments
Employee Option Plan
Shareholders re-approved the Incentive Option Plan at the November 2023 Annual General Meeting.
The Incentive Option Plan which enables the Board to offer eligible employees and directors the right
to options which can be exercised to shares subject to the certain vesting criteria as long as they remain
an eligible participant. For current options in issue the only vesting criteria are service conditions.
The objective of the Option Plan is to attract, motivate and retain key employees and it is considered by
the Group that the adoption of the Option Plan and the future issue of Options under the Option Plan
will provide selected employees and directors with the opportunity to participate in the future growth of
the Group.
No amounts are paid or payable by the recipient on the receipt of the options. The options carry no
voting rights. All options are subject to service periods which require the employees remain an employee
or Director of the Group or at directors’ discretion.
The following table shows grants and movements of share-based compensation to employees under
the Employee Option Plan during the current financial year:
2025
Grant
Date
Expiry
Date
Exercise
Price
$
Balance at
start of the
year
(Number)
Granted
during the
year
(Number)
Forfeited
during the
year
(Number)
Lapsed
during the
year
(Number)
Exercised
during the
year
(Number)
Balance at
end of the
year
(Number)
Vested and
exercisable
at the end
of the year
(Number)
13/07/20 12/07/24
0.028
13,916,667
-
- (13,916,667)
-
-
-
07/08/20 06/08/24
0.034 18,000,000
-
- (18,000,000)
-
-
-
30/07/21 29/07/25
0.041
8,500,000
-
(2,000,000)
-
-
6,500,000
6,500,000
16/06/22 15/05/26
0.018
35,200,000
-
(4,400,000)
-
-
30,800,000
30,800,000
02/12/24 01/12/28
0.0015
-
95,000,000
(4,000,000)
-
-
91,000,000
48,000,000
24/01/25 23/01/29
0.0015
-
9,500,000
-
-
-
9,500,000
4,750,000
Total
75,616,667 104,500,000 (10,400,000) (31,916,667)
- 137,800,000
90,050,000
Weighted average
exercise price
$0.026
$0.002
$0.016
$0.031
-
$0.007
$0.010
The options are valued using the Black-Scholes pricing model. The model inputs for options granted
during the year ended 30 June 2025 included:
Model Input
OP # 25-1
OP # 25-2
Grant Date
02/12/24
24/01/25
Expiry Date
01/12/28
23/01/29
Exercise Price $
0.0015
0.0015
Grant date share value $
0.0015
0.0015
Expected Volatility
191.68%
160.93%
Risk Free Interest rate
3.97%
3.91%
60
2024
Grant
Date
Expiry
Date
Exercise
Price
$
Balance at
start of
the year
(Number)
Granted
during the
year
(Number)
Forfeited
during the
year
(Number)
Lapsed
during the
year
(Number)
Exercised
during the
year
(Number)
Balance at
end of the
year
(Number)
Vested and
exercisable
at the end
of the year
(Number)
03/09/19
02/09/23
0.041
8,600,000
-
-
(8,600,000)
-
-
-
13/07/20
12/07/24
0.028 16,666,667
-
(2,750,000)
-
-
13,916,667 13,916,667
07/08/20
06/08/24
0.034 18,000,000
-
-
-
- 18,000,000 18,000,000
30/07/21
29/07/25
0.041
8,500,000
-
-
-
-
8,500,000
5,666,669
16/06/22
15/05/26
0.018
37,600,000
-
(2,400,000)
-
-
35,200,000
23,466,670
Total
89,366,667
-
(5,150,000)
(8,600,000)
-
75,616,667
61,050,006
Weighted average
exercise price
$0.027
-
$0.023
$0.041
-
$0.026
$0.027
There were no new options granted to employees under the Incentive Option Plan during the year ended
30 June 2024.
Third Party Payments
2025
During the financial year, the Group granted 1,150,000 new Options as consideration for shortfall offer
to Green Light Capital Pty Ltd. The exercise price of the Options is $0.001 as announced to the ASX on
6 November 2024. The Options were vested on issue and have an expiry date of 11 November 2028.
The Group also issued unlisted options under mandate on 4 June 2025 to a third party as consideration
for services provided.
Grant
Date
Expiry
Date
Exercise
Price
$
Balance at
start of
the year
(Number)
Granted
during the
year
(Number)
Forfeited
during
the year
(Number)
Lapsed
during the
year
(Number)
Exercised
during the
year
(Number)
Balance at
end of the
year
(Number)
Vested and
exercisable
at the end of
the year
(Number)
30/07/21
29/07/25
0.041
6,250,000
-
-
-
-
6,250,000
6,250,000
06/11/24
05/11/28
0.001
-
1,150,000
-
-
-
1,150,000
1,150,000
04/06/25
04/06/29
0.0015
-
5,000,000
-
-
-
5,000,000
5,000,000
Total
6,250,000
6,150,000
-
-
- 12,400,000 12,400,000
Weighted average
exercise price
$0.041
$0.001
-
-
-
$0.021
$0.021
The options are valued using the Black-Scholes pricing model. The model inputs for options granted
during the year ended 30 June 2025 included:
Model Input
EOP # 25-1
EOP # 25-2
Grant Date
06/11/24
04/06/25
Expiry Date
05/11/28
04/06/29
Exercise Price $
0.001
0.0015
Grant date share value $
0.001
0.0015
Expected Volatility
203.33%
122.69%
Risk Free Interest rate
4.16%
3.26%
61
2024
Grant
Date
Expiry
Date
Exercise
Price
$
Balance at
start of
the year
(Number)
Granted
during the
year
(Number)
Forfeited
during
the year
(Number)
Lapsed
during
the year
(Number)
Exercised
during the
year
(Number)
Balance at
end of the
year
(Number)
Vested and
exercisable
at the end of
the year
(Number)
30/07/21
29/07/25
0.041
6,250,000
-
-
-
-
6,250,000
6,250,000
Total
6,250,000
-
-
-
- 6,250,000
6,250,000
Weighted average
exercise price
$0.041
-
-
-
-
$0.041
$0.041
On 30 July 2021 the Group granted 6,250,000 new Options under mandate to a third party as
consideration for services provided. The Options were vested on issue and expired on 29 July 2025.
There were no new options granted during the year ended 30 June 2024.
Non-Executive Director Options
The Group grants options to non-executive directors under LR 10.11 subject to approval at the AGM.
2025
Grant
Date
Expiry
Date
Exercise
Price
$
Balance at
start of
the year
(Number)
Granted
during the
year
(Number)
Forfeited
during
the year
(Number)
Lapsed
during
the year
(Number)
Exercised
during the
year
(Number)
Balance at
end of the
year
(Number)
Vested and
exercisable
at the end of
the year
(Number)
17/12/20
16/12/24
0.043
2,500,000
-
- (2,500,000)
-
-
-
09/08/21
08/08/25
0.028 6,000,000
- - -
- 6,000,000
6,000,000
23/11/21
11/10/25
0.040
2,500,000
-
-
-
-
2,500,000
2,500,000
16/11/22
15/06/26
0.018
3,200,000
-
-
-
-
3,200,000
3,200,000
Total
14,200,000
-
- (2,500,000)
-
11,700,000
11,700,000
Weighted average
exercise price
$0.030
-
-
$0.043
-
$0.028
$0.028
2024
Grant
Date
Expiry
Date
Exercise
Price
$
Balance at
start of
the year
(Number)
Granted
during the
year
(Number)
Forfeited
during
the year
(Number)
Lapsed
during
the year
(Number)
Exercised
during the
year
(Number)
Balance at
end of the
year
(Number)
Vested and
exercisable
at the end of
the year
(Number)
17/12/20
16/12/24
0.043
2,500,000
-
-
-
-
2,500,000
2,500,000
09/08/21
08/08/25
0.028 6,000,000
- - -
- 6,000,000
5,500,000
23/11/21
11/10/25
0.040
2,500,000
-
-
-
-
2,500,000
2,500,000
16/11/22
15/06/26
0.018
3,200,000
-
-
-
-
3,200,000
3,200,000
Total
14,200,000
-
-
-
-
14,200,000
13,700,000
Weighted average
exercise price
$0.030
-
-
-
-
$0.030
$0.031
62
22. Cash Flow reconciliation
2025
2024
Reconciliation of Net Cash Flows from Operating Activities to Loss for the
year
$
$
Loss for the year after income tax
(3,699,489)
(10,302,527)
Add/(less) non-cash and other items
Depreciation and amortisation
63,918
2,921,250
Non-operating interest payments
38,097
17,226
Impairment losses (intangible assets)
-
5,085,751
Share-based payment
192,670
92,579
Impairment of receivables
2,171
(4,514)
(Profit)/Loss on asset write off
1,363
(1,013)
Unrealised foreign currency loss/(gain)
67,704
86,990
Movements in receivables relating to investing activities
(337,654)
(54,121)
Changes in assets and liabilities (net of effects of acquisition and disposal of
entities)
(Increase)/Decrease in receivables
(1,378,307)
1,215,902
(Decrease)/Increase in payables and other provisions
1,831,573
283,586
Net cash outflow from operating activities
(3,217,954)
(658,891)
During the financial year Melbourne lease agreement was surrendered resulting in a non-cash gain of
$54,975 (FY2024: Non-cash gain of $125,009 due to the surrender of Sydney lease agreement). Refer
notes 9 and 13 for further details.
23. Financial Risk Management
The Group’s operations expose it to various financial risks including market, credit, liquidity and cash
flow risks. Risk management programmes and policies are employed to mitigate the potential adverse
effects of these exposures on the results of the Group.
Financial risk management is carried out by the Chief Financial Officer with oversight provided by the
Audit & Risk Committee and Board.
(a) Market risks
Market risks include foreign exchange risk, interest rate risk and other price risk. The Group’s activities
expose it to the financial risks of changes in foreign currency, interest rate risk relating to interest earned
on cash and cash equivalents.
Disclosures relating to foreign currency risks are covered in Note 23(d) and interest rate risk is covered
in Note 23(e). The Group does not have formal policies that address the risks associated with changes
in interest rates or changes in fair values of financial assets.
(b) Credit risk
Credit risk represents the loss that would be recognised if counterparties failed to perform as contracted.
The credit risk on financial assets, other than investments, of the Group which have been recognised in
the Consolidated Statement of Financial Position is the carrying amount net of any provision for doubtful
debts.
The Group has no significant concentrations of credit risk. As disclosed in Note 8(b), ‘Impairment of
receivables’, the Group has policies in place to ensure that sales of services are made to customers
with appropriate credit history. Before accepting any new customers, the Group internally reviews the
potential customer’s credit quality. A substantial deposit on contract in website development and
hosting segment of the Group mitigates initial credit risk.
63
The Group held the following financial assets with potential credit risk exposure:
Financial assets
2025
2024
$
$
Cash and cash equivalents
1,534,960
3,147,242
Trade debtors and other receivables (Note 8)
4,921,685
3,437,695
6,456,645
6,584,937
(c) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the
availability of funding through an adequate amount of committed credit facilities and the ability to close-
out market positions. Due to the dynamic nature of the underlying business, the Board aims at
maintaining flexibility in funding by keeping sufficient cash available to settle financial liabilities as per
the contractual terms of the obligations.
The Group considers expected cash flows from financial assets in assessing and managing liquidity
risk, in particular its cash resources and trade receivables. The Group’s existing cash resources (see
Note 7) and trade receivables (see Note 8) exceed the current cash outflow requirements.
As at 30 June 2025, the Group’s non-derivative financial liabilities have contractual maturities (including
interest payments where applicable) as summarised below:
Contractual maturities of financial liabilities
2025
2024
Due within 12 months
$
$
Trade and other payables
8,250,615
6,149,192
Current: Lease liability
-
207,029
Current: Lease termination fee payable
177,273
-
Short Term Borrowings (Radium Capital Loan) including accrued interest
payable
208,770
417,726
8,636,658
6,773,947
Due after 12 months
Non-current: Lease liability
-
401,172
Non-current Lease termination fee payable
147,727
-
Total
8,784,385
7,175,119
(d) Foreign currency risk
Most of the Group’s financial assets and liabilities are in Australian Dollars (AUD) and US dollars (USD).
Exposures to currency exchange rates arise from the Group’s overseas operations which are primarily
denominated in US dollars (USD), Pound Sterling (GBP), Euros (EUR), New Zealand dollars (NZD),
Chinese Yuan (CNY) and Malaysian Ringgit (MYR).
Foreign currency exposure is monitored by the Board on a periodic basis.
Foreign currency denominated financial assets and liabilities which expose the Group to currency risk
are disclosed below. The amounts shown are those reported to key management translated into AUD
at the closing rate:
64
USD
A$
GBP
A$
EUR
A$
NZD
A$
CNY
A$
MYR
A$
30 June 2025
Financial Assets
4,453,175
319,438
554,172
1,902
112,914
2,708
Financial Liabilities
(6,481,819)
(887,800)
(577,497)
(973)
(13,037)
-
Total Exposure
(2,028,644)
(568,362)
(23,325)
929
99,877
2,708
30 June 2024
Financial Assets
5,723,047
645,735
361,846
1,760
99,524
1,429
Financial Liabilities
(6,217,199)
(920,106)
(400,429)
(493)
(36,265)
-
Total Exposure
(494,152)
(274,371)
(38,583)
1,267
63,259
1,429
The following table illustrates the sensitivity on profit and equity in relation to the Group’s financial assets
and liabilities and the USD/AUD exchange rate, GBP/AUD exchange rate, EUR/AUD exchange rate,
NZD/AUD exchange rate, CNY/AUD exchange rate & MYR/AUD exchange rate ‘all other things being
equal’. It assumes a +/- 10% change of the following exchange rates for the year ended 30 June 2025
(30 June 2024: 10%).
These percentages have been determined based on the average market volatility in exchange rates in
the previous 12 months. There is no Equity exposure to foreign currency risk.
+10%
USD
GBP
EUR
NZD
CNY
MYR
Total
30 June 2025
A$
A$
A$
A$
A$
A$
A$
Impact on Profit
230,787
60,685
(803)
-
-
(246)
290,423
Impact on Reserves
(46,365)
(9,016)
2,923
(84)
(9,080)
-
(61,622)
Impact on Equity
184,422
51,669
2,120
(84)
(9,080)
(246)
228,801
30 June 2024
Impact on Profit
330,091
66,813
9,323
-
-
(130)
406,097
Impact on Reserves
(285,168)
(41,870)
(5,815)
(115)
(5,751)
-
(338,719)
Impact on Equity
44,923
24,943
3,508
(115)
(5,751)
(130)
67,378
-10%
USD
GBP
EUR
NZD
CNY
MYR
Total
30 June 2025
A$
A$
A$
A$
A$
A$
A$
Impact on Profit
(282,073)
(74,171)
981
-
-
301
(354,962)
Impact on Reserves
56,668
11,020
(3,573)
103
11,097
-
75,315
Impact on Equity
(225,405)
(63,151)
(2,592)
103
11,097
301
(279,647)
30 June 2024
Impact on Profit
(403,445)
(81,660)
(11,395)
-
-
159
(496,341)
Impact on Reserves
348,539
51,174
7,108
141
7,029
-
413,991
Impact on Equity
(54,906)
(30,486)
(4,287)
141
7,029
159
(82,350)
65
(e) Cash flow and interest rate risk
As the Group has no significant interest-bearing assets or liabilities (except cash), the Group’s income
and operating cash flows are not materially exposed to changes in market interest rates.
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on exposure to interest rates on interest
bearing bank balances throughout the reporting period. A 100-basis point increase or decrease is used
when reporting interest rate risk internally to key management personnel and represents management’s
assessment of the possible change in interest rates (also comparable to movement in interest rates
during the reporting year).
At reporting date, if interest rates had been 100 basis points higher or lower and all other variables were
held constant, the Group’s net profit would:
+1%
-1%
$
$
30 June 2025
14,280
(4,023)
30 June 2024
17,622
(10,615)
This is mainly attributable to the Group’s exposure to interest rate on its bank balances bearing interest.
(f) Fair value of financial assets and liabilities
The net fair value of cash and cash equivalents and other short-term financial assets and financial
liabilities of the Group approximates their carrying value.
The net fair value of other financial assets and financial liabilities is based upon market prices where a
market exists or by discounting the expected future cash flows by the current interest rates for assets
and liabilities with similar risk profiles.
66
24. Parent Entity Information
The following details of information are related to the parent entity, Adslot Ltd, at 30 June 2025. This
information has been prepared using consistent accounting policies as presented in Note 1.
2025
2024
$
$
Current assets
492,820
894,635
Non-current assets
63,868
242,927
Total assets
556,688
1,137,562
Current liabilities
643,631
790,188
Non-current liabilities
147,727
690,063
Total liabilities
791,358
1,480,251
Contributed equity
164,927,944
163,285,169
Share-based payments reserve
499,799
940,113
Retained losses
(165,662,413)
(164,567,971)
Total equity
(234,670)
(342,689)
Loss for the year
(1,728,531)
(9,577,881)
Total comprehensive loss for the year
(1,728,531)
(9,577,881)
The recoverable amount of non-current assets, which consists primarily of investments in subsidiaries
and receivables from subsidiaries was nil & therefore was not subjected to impairment testing.
Accordingly, the impairment charge recorded for the current year was nil (FY2024: $5,235,595).
Retained losses as at 30 June 2025 increased by $1,094,442 due to; $1,728,531 total comprehensive
loss for the year for the parent entity and the $634,089 relating to lapsed options which were reversed
through retained losses.
25. Related Party Transactions
Other than the transactions disclosed in Note 20 relating to key management personnel, there have
been no related party transactions that have occurred during the current or prior financial year.
67
26. Events Subsequent to Reporting Date
On 7 August 2025, the Company announced that it has received firm commitments to raise $989,000
(before transaction costs) from sophisticated and professional investors. The funds were raised through
the issue of secured convertible notes and equity securities.
On 8 August 2025, the Company issued $739,000 in secured convertible notes to sophisticated
professional investors. The notes are convertible into shares at the election of the holder at any time
before their maturity date. The conversion price is $0.001 per share and face value of each note is
$1,000.00 paying interest at an annual rate of 11%. The maturity date of the notes is thirty months after
they are issued. Each note subscribed for will, subject to shareholder approval, entitle the noteholder to
be issued with 333,333 attaching options in the Company.
In addition to the issue of the notes, the Company has received commitments from sophisticated and
professional investors for $250,000 in ordinary shares. The Company agreed to issue 250,000,000 fully
paid ordinary shares at a price of $0.001 per share. These investors will be entitled (subject to
shareholder approval being obtained) to one for one attaching option for each ordinary share
subscribed. 225,000,000 shares were issued on 8 August 2025 and a further 25,000,000 shares are to
be issued to a related party subject to shareholder approval.
On 13 August 2025, the Company issued 57,363,770 fully paid ordinary shares at an issue price of
$0.001 per ordinary share to the directors as part of Director Fees Plan pursuant to the approval at the
2024 Annual General Meeting on 6 September 2024. As per the plan the Company entered into
agreements with its Board of Directors to pay their compensation in equity instead of cash to assist the
pathway to breakeven. This issue relates to fees relating to quarter ended 30 June 2025.
On 14 August 2025 ASX granted the Company a waiver from Listing Rule 10.1 to the extent necessary
to permit the Company to, without shareholder approval, extend the security interest in favour of holders
of convertible notes issued on 8 August 2025. Under this approval the Company extended the security
interest to a substantial shareholder group. That was issued 374 convertible notes ($374,000).
On 18 August 2025, the Company advised to the market that it has received notice from REA Group
Limited (REA) of REA's intention to terminate its long-standing arrangement with Adslot for the provision
of advertising auction management software, effective December 2025. Adslot may provide some
statement of work services for transitional services as part of the migration of data.
68
27. Consolidated Entities
Name
Country of
Incorporation
Ordinary Share Consolidated
Equity Interest
2025
2024
Parent entity
%
%
Adslot Ltd
Australia
Controlled entities
Adslot Technologies Pty Ltd
Australia
100
100
Ansearch.com.au Pty Ltd
Australia
100
100
Ansearch Group Services Pty Ltd
Australia
100
100
Webfirm Pty Ltd
Australia
100
100
QDC IP Technologies Pty Ltd
Australia
100
100
Adslot UK Limited
United Kingdom
100
100
Adslot Inc.
United States
100
100
Symphony International Solutions Pty Limited
Australia
100
100
Symphony Workflow Pty Ltd
Australia
100
100
Symphony Media Pty Ltd
Australia
100
100
Facilitate Digital (Shanghai) Software Service Co., Ltd
China
100
100
Facilitate Digital Limited
New Zealand
100
100
Facilitate Digital Trust
New Zealand
100
100
Facilitate Digital Deutschland GmbH
Germany
100
100
Br1dge, Inc (i)
United States
-
100
Facilitate Digital UK Limited (ii)
United Kingdom
-
100
Equity interests in all controlled entities are by way of ordinary shares.
(i)
In January 2024 Facilitate Digital LLC, a Georgia (US) limited liability company converted to Br1dge, Inc, a
Delaware corporation. Br1dge, Inc was subsequently dissolved on 31 December 2024.
(ii) Facilitate Digital UK Limited was dissolved on 27 May 2025 as it has been non-operational since May 2021.
Consolidated Entity Disclosure Statement as at 30 June 2025
69
Name of Entity
Type of
Entity
Trustee, partner
or participant
in JV
Country of
Incorporation
% of
Share
Capital
Australian or
Foreign Resident
for tax purpose
Foreign Tax
Jurisdiction of
Foreign Residents
Parent entity
Adslot Ltd (i)
Body
Corporate
-
Australia
Australian
N/A
Controlled entities
Adslot Technologies
Pty Ltd
Body
Corporate
-
Australia
100
Australian
N/A
Ansearch.com.au
Pty Ltd
Body
Corporate
-
Australia
100
Australian
N/A
Ansearch Group
Services Pty Ltd
Body
Corporate
-
Australia
100
Australian
N/A
Webfirm Pty Ltd
Body
Corporate
-
Australia
100
Australian
N/A
QDC IP Technologies
Pty Ltd
Body
Corporate
-
Australia
100
Australian
N/A
Adslot UK Limited
Body
Corporate
-
United Kingdom
100
Australian & Foreign
United Kingdom
Adslot Inc.
Body
Corporate
-
United States
100
Australian & Foreign
United States
Symphony International
Solutions Pty Ltd
Body
Corporate
-
Australia
100
Australian
N/A
Symphony Workflow
Pty Ltd (ii)
Body
Corporate
-
Australia
100
Australian
N/A
Symphony Media
Pty Ltd
Body
Corporate
-
Australia
100
Australian
N/A
Facilitate Digital
Limited (iii)
Trustee
Trustee
New Zealand
100
Australian & Foreign
New Zealand
Facilitate Digital
Trust
Trust
-
New Zealand
100
Australian & Foreign
New Zealand
Facilitate Digital
Deutschland GmbH
Body
Corporate
-
Germany
100
Australian & Foreign
Germany
Facilitate Digital
(Shanghai) Software
Service Co., Ltd
Body
Corporate
-
China
100
Australian & Foreign
China
(i)
Adslot Ltd is the parent entity.
(ii) Symphony Workflow Pty Ltd is the settlor of Facilitate Digital Trust.
(iii) Facilitate Digital Limited is the trustee of Facilitate Digital Trust.
Basis of preparation
This consolidated entity disclosure statement (CEDS) has been prepared in accordance with the
Corporations Act 2001 and includes information for each entity that was part of the consolidated entity
as at the end of the financial year in accordance with AASB 10 Consolidated Financial Statements
Directors’ Declaration
70
The Directors declare that the financial statements, comprising the statement of profit or loss and other
comprehensive income, statement of financial position, statement of changes in equity, statement of
cash flows and accompanying notes, as set out on pages 28 to 68 are in accordance with the
Corporations Act 2001 and:
(a) comply with Australian Accounting Standards, the Corporations Regulations 2001 and other
mandatory professional reporting requirements in Australia;
(b) give a true and fair view of the Company’s financial position as at 30 June 2025 and of its
performance, as represented by the results of its operations and its cash flows, for the financial
year ended on that date; and
(c) the Company has included in the notes to the financial statements an explicit and unreserved
statement of compliance with International Financial Reporting Standards.
(d) the consolidated entity disclosure statement on page 69 is true and correct at the end of the
financial year.
In the directors’ opinion:
(a) there are reasonable grounds to believe that the Company will be able to pay its debts as and
when they become due and payable.
(b) the audited remuneration disclosures set out on pages 14 to 22 of the Directors’ Report comply
with section 300A of the Corporations Act 2001.
The directors have been given the declaration by the Chief Executive Officer and Chief Financial Officer
required by section 295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of the directors.
Andrew Dyer
Executive Chairman
Adslot Ltd
29 August 2025
INDEPENDENT AUDITOR’S REPORT TO THE OWNERS OF
ADSLOT LIMITED AND CONTROLLED ENTITIES
ABN 70 001 287 510
Report on the Financial Report
Opinion
We have audited the accompanying financial report of Adslot Limited (the Company) and controlled
entities (the Group), which comprises the consolidated statement of financial position as at 30 June 2025,
the consolidated statement of profit or loss and other comprehensive income, the consolidated statement
of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to
the consolidated financial statements, including material accounting policies, the consolidated entity
disclosure statement and the directors’ declaration.
In our opinion the accompanying financial report of the Group is in accordance with the Corporations Act
2001, including:
a.
giving a true and fair view of the Group’s financial position as at 30 June 2025 and of its financial
performance for the year then ended; and
b.
complying with Australian Accounting Standards and the Corporations Regulations 2001.
The financial report also complies with the international Financial Reporting Standards as disclosed in
Note 1.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report
section of our report. We are independent of the Group in accordance with the auditor independence
requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional
and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including
Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We
have also fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been
given to the directors of Adslot Limited and controlled entities, would be in the same terms if given to the
directors as at the time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Material uncertainty related to going concern
We draw your attention to Note 1(c) on going concern in the financial report, which indicates that the
Group incurred a net loss of $3.7 million during the full year ended 30 June 2025. Inflows from financing
activities of $1.0 million, combined with the net cash outflows from operating and investing activities of
$2.6 million, resulted in net cash outflows of $1.6 million in FY2025.
The Group’s current liabilities exceeded its current assets by $2.6 million and it held net liabilities of $3.3
million. These events and conditions, along with other matters set forth in Note 1(c), indicate that a
material uncertainty exists that may cast doubt on the Group’s ability to continue as a going concern. Our
opinion is not modified in respect of this matter.
71
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial report for the year ended 30 June 2025. These matters were addressed in the context
of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters.
Revenue recognition – accuracy of revenue recorded
The Key Audit Matter
How the matter was addressed in the audit
Revenue represents a material balance and we
have identified the following types of transactions
and assertions related to revenue recognition
which give rise to key risks:
•
the completeness of revenue recorded as a
result of the reliance on output of the billing
systems.
Refer to note 1 – Basis of preparation (Critical
accounting estimates and judgments).
In responding to this area of focus, our audit
approach included controls testing and
substantive procedures covering, in particular:
•
Reviewing revenue recognition policies for
consistency and compliance with AASB 15
Revenues from Contracts with Customers;
•
Selecting a sample of revenue transactions
and vouching to support documentation,
including invoices and contracts, to verify
whether the revenue recognised is accurate
and in the correct period;
•
Reviewing contract liabilities and publisher
liability accounts to determine whether they
are appropriately treated; and
•
Reviewing relevant disclosures in the financial
statements.
Research and Development Grants
The Key Audit Matter
How the matter was addressed in the audit
For the year ended 30 June 2025, the Group
recognised a receivable of $455,311 related to
estimated claims under the R&D Tax Incentive
Scheme administered by AusIndustry.
Professional judgement is required to estimate the
receivable at year-end, particularly where claims
have not yet been assessed or paid by AusIndustry.
Given the high level of estimation uncertainty,
complexity in applying the recognition and
measurement criteria, and the materiality of the
balances involved, we determined this to be a key
audit matter.
In responding to this area of focus, our audit
approach included:
•
Obtained an understanding of the status of
R&D claims lodged with AusIndustry and
assessed the estimation methodology used by
management to determine the receivable;
•
Tested the mathematical accuracy of the
receivable calculation; and
•
Assessed the adequacy of related disclosures
in the financial statements in accordance with
AASB 101 and AASB 108.
72
Going concern
The Key Audit Matter
How the matter was addressed in the audit
The Directors have assessed the Group’s Going
Concern position and have made disclosures
within Note 1(c) of the financial report.
The assessment of Going Concern requires the use
of estimates and judgements to be applied.
As part of our audit we have considered the going
concern position. As a result, an Emphasis of
Matter on Going Concern has been included in the
audit report.
In responding to this area of focus, our audit
approach included:
•
Reviewed current financial position of the
Group;
•
Evaluated management’s cash flow forecasts
and underlying assumptions;
•
Challenging the reasonableness of key
assumptions used in the cash flow forecast;
•
Assessed the Group’s plans to raise further
capital and reduce costs; and
•
Considered the adequacy of disclosures in the
financial statements.
There were no restrictions on our reporting of Key Audit matters.
Information Other than the Financial Report and Auditor’s Report Thereon
The directors are responsible for the other information. The other information comprises the information
included in the Group’s annual report for the year ended 30 June 2025, but does not include the financial
report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not
express any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the financial report or
our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the group are responsible for the preparation of:
a)
the financial report (other than the consolidated entity disclosure statement) that gives a true
and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001;
and
b)
the consolidated entity disclosure statement that is true and correct in accordance with the
Corporations Act 2001, and
for such internal control as the directors determine is necessary to enable the preparation of:
a)
the financial report (other than the consolidated entity disclosure statement) that gives a true
and fair view and is free of material misstatement, whether due to fraud or error, and
b)
the consolidated entity disclosure statement that is true and correct and is free of material
misstatement, whether due to fraud or error.
73
In preparing the financial report, the directors are responsible for assessing the ability of the Group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions of
users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional
judgement and maintain professional skepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the financial report, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.
•
Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Group’s internal control.
•
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
•
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Group’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in
our auditor’s report to the related disclosures in the financial report or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up
to the date of our auditor’s report. However, future events or conditions may cause the Group to
cease to continue as a going concern.
•
Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and events in
a manner that achieves fair presentation.
•
Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the
financial information of the entities or business activities within the Group to express an opinion
on the financial report. We are responsible for the direction, supervision and performance of the
Group audit. We remain solely responsible for our audit opinion.
74
We communicate with the directors regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate
threats or related safeguards applied.
From the matters communicated with the directors, we determine those matters that were of most
significance in the audit of the financial report of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should
not be communicated in our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 14 to 22 of the directors’ report for the year
ended 30 June 2025.
In our opinion, the Remuneration Report of Adslot Limited and controlled entities for the year ended 30
June 2025, complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Group are responsible for the preparation and presentation of the Remuneration
Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an
opinion on the Remuneration Report, based on our audit conducted in accordance with Australian
Auditing Standards.
MNSA Pty Ltd
Mark Schiliro
Director
Sydney
Dated this 29th of August 2025
75
Corporate Governance Statement
76
In accordance with Listing Rule 4.10.3, Adslot’s Corporate Governance Statement can be found at
http://www.adslot.com/investor-relations/governance/
The 2025 Corporate Governance Statement will be lodged with ASX along with the Annual Report.
Shareholder Information
Additional information required by the Australian Securities Exchange Limited and not shown elsewhere
in this report is as follows. The information is current as at 14 August 2025.
Distribution of equity securities
Ordinary Shares
Number of Holders
Number of Shares
The number of shareholders by size of shareholding are:
1 – 1,000
26
799
1,001 – 5,000
13
52,502
5,001 – 10,000
16
128,762
10,001 – 100,000
92
3,679,329
100,001 +
712
5,713,167,179
TOTAL
859
5,717,028,571
The number of shareholders holding less than a marketable parcel of $500
(500,000 shares):
493
88,372,078
Twenty largest shareholders
Listed Ordinary Shares
Number of
Shares
% of
Shares
The names of the twenty largest holders of quoted shares are:
1
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
1,293,317,276
22.62
2
CITICORP NOMINEES PTY LIMITED
833,944,904
14.59
3
GIDGELL PTY LTD
693,782,998
12.14
4
DAWNIE DIXON PTY LTD
416,381,701
7.28
5
MR ANDREW BARLOW
142,617,342
2.49
6
CAPITAL ACCRETION PTY LTD
140,079,227
2.45
7
VASUBO PTY LTD
120,000,000
2.10
8
ASHMOG INVESTMENTS PTY LTD
116,462,826
2.04
9
YARRA VENTURES PTY LTD
97,613,424
1.71
10
STOCK RANGE PTY LTD
91,991,831
1.61
11
AUSUM PTY LTD
90,000,000
1.57
12
AMBLESIDE VENTURES PTY LTD
83,215,925
1.46
13
SCINTILLA STRATEGIC INVESTMENTS LIMITED
80,000,000
1.40
14
INVIA CUSTODIAN PTY LIMITED
63,797,136
1.12
15
NEIL ANDREW BROWN
50,000,000
0.87
16
MR PETER STANKOVIC
46,751,159
0.82
17
MR ADAM JAMES HOWARD
45,000,000
0.79
18
SAPEAME PTY LTD
32,941,379
0.58
19
G & D DIXON INVESTMENTS PTY LTD
30,936,378
0.54
20
SISUG PTY LTD
30,000,001
0.52
Total Top 20 holders of Ordinary Shares
4,498,833,507
78.69
Remaining holders balance
1,218,195,064
21.31
Classes of Shares - Adslot Ltd has only one class of share on issue, being fully paid ordinary shares.
Substantial Shareholders
Shares
% Shares
Private Portfolio Managers Pty Limited
749,354,941
13.11
John Barlow
693,782,998
12.14
Jencay Capital Pty Ltd
543,962,334
9.51
Geoff Dixon
470,581,540
8.23
Andrew Dyer
403,615,401
7.06
Andrew Barlow
352,617,342
6.17
David Barlow
322,071,058
5.63
Voting Rights - All ordinary shares carry one vote per share without restrictions.
Corporate Directory
77
Directors
Mr Andrew Dyer – Executive Chairman
Mr Adrian Giles – Non-Executive Director
Ms Sarah Morgan – Non-Executive Director
Interim Chief Executive Officer
Mr Ben Loiterton
Company Secretary
Mr Mark Licciardo
Acclime Corporate Services Aust Pty Ltd
Suite 1, Level 3, 62 Lygon Street
Carlton, VIC 3053
Australia
Auditors
MNSA Pty Ltd
Level 1, 283 George Street
Sydney, NSW 2000
Australia
Bankers
National Australia Bank Limited
330 Collins Street
Melbourne, VIC 3000
Australia
Share Register
Computershare Registry Services Pty Ltd
Yarra Falls
452 Johnston Street
Abbotsford, VIC 3001
Australia
Home Stock Exchange
Australian Securities Exchange Limited
Level 45, South Tower
Rialto, 525 Collins Street
Melbourne, VIC 3000
Australia
ASX Code: ADS
Website
www.adslot.com
Registered Office
Adslot Ltd
Suite 1, Level 3, 62 Lygon Street
Carlton, VIC 3053
Australia
Phone: + 613 8695 9100
Principal Place of Business
Adslot Ltd
Level 12, Chifley Tower
2 Chifley Square
Sydney, NSW 2000
Australia
Phone: + 613 8695 9100
Asia Pacific Offices
Unit 1-231, Building 447
No.10 Sha Jing Road
Hong Kou District, Shanghai 200080
China
North America Office
228 Park Ave S
PMB 23637
New York, New York 10003
United States of America
European Offices
10 John Street
London, WCIN 2EB
United Kingdom
Poststraße 33
20354 Hamburg
Germany
Adslot.
adslot.com