Annual Report
For the year ended 30 June 2025
2
Archer Materials Limited
(ABN 64 123 993 233)
The laboratory plant and equipment shown in the photos and
images in this report are not assets of the Company.
3 | Archer Materials Limited 2025 Annual Report
Chair’s Message
4
Operating and Financial Review
> Strategy
9
> Summary of Financial Performance
10
> Risk Management
11
Core Technology Development
> Quantum Technology 12CQ Project
16
> Biochip
19
> Archer’s technology patents and patents pending
22
Directors’ Report
24
Remuneration Report (audited)
30
Auditor’s Independence Declaration
45
Financial Information
> Statement of Profit or Loss and other
48
Comprehensive Income
> Statement of Financial Position
49
> Statement of Changes in Equity
50
> Statement of Cash Flows
51
> Notes to the Financial Statements
52
Consolidated Entity Disclosure Statement
72
Directors’ Declaration
73
Independent Auditor’s Report
74
Additional Information
> Shareholder information
79
> Ordinary Shares
80
> Corporate directory / Stay in touch
81
Archer Materials Limited
Annual Report for the year
ended 30 June 2025
Table of
Contents
3 | Archer Materials Limited 2025 Annual Report
Chair’s
Message
Greg English
Executive Chair
4
5 | Archer Materials Limited 2025 Annual Report
Archer is not just designing chips; the team is building the technological backbone
of tomorrow by eliminating key technical risks and solidifying the company’s patent
portfolio. Archer’s business model means that collaboration lies at the heart of its
strategy to bring its cutting-edge devices to life. The company has deepened its
ties with key partners including leading academic institutions and foundries around
the globe, strengthening every link in the value chain.
The world is undergoing a dramatic shift toward the next phase of technology.
As dependence on mobile technologies and connectivity grows, so too does the
need for powerful, efficient semiconductors. This is not just in consumer tech, but
in high-stakes sectors like quantum computing, sensing, and medical diagnostics.
High performance semiconductors that support interconnected ecosystems with
embedded intelligence will provide a pathway to participate in this shift.
The quantum team made solid progress in advancing the 12CQ project over the
last 12 months. Archer is building the foundations for quantum technologies,
and to make this, we must have control (the input of quantum information into
the device) and readout (the output of quantum information) of the quantum bit
(qubit). By achieving the highest standards of readout and control, Archer can then
demonstrate a single qubit.
The quantum team bolstered readout of the quantum processor by creating two
proof-of-concept superconducting circuits containing up to eight resonators, with
each resonator simultaneously able to control spin material. The work will also
help the scalability and manufacture of the quantum devices.
There was also significant progress made on improving the control of the
qubit with Archer’s research partners. Using its carbon nano-onion material,
Archer developed a novel carbon film material which is more scalable and
manufacturable. Under certain conditions, the team was able to boost quantum
spin coherence times from 385 nanoseconds to 800 nanoseconds in a warmer
environment using its carbon film material. Quantum coherence usually can only
occur under cryogenic temperatures, so Archer’s work here helps bring quantum
functionality closer to using it in ambient environments.
The team designed a new resonator circuit that achieved strong coupling between
the spin states of its proprietary carbon-based spin material and the resonator,
leading to more precise qubit readout. Alongside this, the team demonstrated
the Coulomb blockade phenomenon at room temperature by developing circuit
layouts.
The past year has been significant for
Archer Materials through technological
achievements in the development of its
12CQ project and Biochip. We have
established new laboratories, restructured
our processes and built a team that is
delivering the next generation of computing,
sensing, and medical diagnostics.
The Coulomb blockade is a phenomenon that allows for
more precise readout of electron populations in quantum
dots.
Alongside its work on the 12CQ project, the quantum team
have also been working on a new technology through
developing tunnelling magnetoresistance (TMR) sensors.
Archer will use its quantum expertise to create TMR sensors
that aim to replace traditional sensing technology for use in
high growth sectors such as automotive, AI, data centres,
and internet-of-things devices.
The company has received prototype sensors from one of
its foundry partners and is currently working with customers
for bespoke solutions.
It was an important and successful year for the Biochip
team as it identified its first use case for the device for the
at-home testing of chronic kidney disease. The Biochip’s
biosensor, the graphene field effect transistor (gFET), saw
a series of advancements, through Archer’s collaboration
with its research and foundry partners, to improve its testing
and accuracy of reading potassium for a portable cartage
system.
Alongside this, the Biochip gFET bolstered its feasibility,
speed, and real-world use application by integrating with
silicon complementary metal-oxide semiconductor (CMOS)
readout circuity, as silicon is commonly used in today’s
chips.
The team also worked with Archer’s foundry partners to
bring the Biochip gFET closer to commercialisation by
reducing the size of the chip by 97%, which lowers cost and
improve scalability for manufacture.
The appointment of Dr Simon Ruffell to lead the company
as Chief Executive Officer in March 2025 demonstrated the
progress that Archer has made in 2025 and the ambition we
have for the future. The Board thanks the executive team
who have brought the company to where it is today.
Our 12CQ and Biochip technologies are at the forefront of
the global semiconductor industry. With major investments
flowing into the sector worldwide, momentum is building,
helped by geopolitical factors that are reshaping global
supply chains. In this environment, Archer is well-placed,
having developed a focused strategy around pioneering
technologies with significant long-term potential.
Our growing intellectual property portfolio reflects years of
targeted research and development, and our progress is
steadily moving us closer to viable commercial outcomes.
As we continue to refine and test our technologies, we are
actively reducing technical risk. This puts us in a stronger
position to create value for shareholders and build on the
work we’ve already done. Heading into FY26, we’re backed
by a strong cash position that supports both continued
innovation and strategic execution.
Looking forward, our efforts will remain directed towards
identifying and pursuing commercial opportunities,
particularly by engaging with global foundries and
fabrication partners. We’re committed to scaling our 12CQ
and Biochip technologies in ways that support potential
integration across a wide range of industries. The potential
for broader application is significant, and we’re excited to
take the next steps in translating our core innovations into
real-world impact.
Of course, none of this would be possible without our
exceptional quantum and Biochip teams. Their talent
and perseverance are what drive us forward. To our
shareholders, thank you for your continued trust and
belief in our mission to bring forward the technologies
of tomorrow across computing, sensing, and medical
diagnostics. Together, we’re creating technologies that
can redefine industries and shape the future.
Chair’s Message
6
Greg English
Executive Chair
28 August 2025
7 | Archer Materials Limited 2025 Annual Report
Chief Executive Officer, Dr Simon Ruffell
Operations
Review
8
9 | Archer Materials Limited 2025 Annual Report
Archer is developing disruptive technologies with the potential
to drive significant advancements in both the quantum and
medical technology sectors.
In 2024/2025 the Company:
Initiated a TMR sensor program targeting AI, automotive,
and IoT markets, with prototypes already built and early
market feedback confirming commercial potential.
Successfully reached some of the milestones marked
out on the path to a qubit demonstration at the end
of the first half of 2026. These include elements of both
control and readout functions: spin coupling to our
carbon material that is the first step to control, Coulomb
blockade which is the concept used to isolate single
electrons (and their spin) for readout.
Formed strategic partnerships with other companies
in the medical diagnostic space to bolster successful
development of our biosensor product: Paragraf and
Hylid Diagnostics. Current work with them aims to
improve sensor accuracy and integrate Biochips into
disposable cartridge systems.
Bolstered engineering efforts for the Biochip in Sydney
by growing the team and have accelerated development.
Identified a huge market opportunity in the diagnostic
space for blood potassium monitoring at home for
chronic kidney disease patients. Worked through initial
market analysis and validation.
Although focus is on a blood potassium monitoring
device, we collected initial data on sensing of other
ions to validate that we can build a sensing platform
with devices in other areas of human health, industrial,
and agricultural fields.
In 2025/26, Archer’s growth involves:
Archer will advance its technology to a stage where
it can begin establishing commercialisation pathways
through strategic agreements with top-tier industry
partners.
For the biochip this will be lab demonstration of
accuracy requirements for blood potassium sensing at
the end of 2025, working towards a prototype after
that for use in clinical trials. In addition, we’ll collect early
feasibility data on the sensing of other ions to expand
our portfolio of applications.
For our quantum technology this will be a tangible
demonstration of a carbon-based qubit by mid-2026.
Identifying other technologies and devices that may be
suitable for the Company’s quantum technology.
Protecting intellectual property (e.g., patents and
international patent applications) with global competitive
advantages that underpin the Company’s technology.
Growing the Company’s intellectual property portfolio
through the development and/or acquisition of new
technologies.
Continue to grow the team to accelerate engineering,
build, and execute on commercialisation of the
Company’s technology. Factors and Risks affecting
future performance are included on page 11.
Strategy
10
The net loss of the Group for the year ended 30 June
2025 was $6,972,006 (2024: $4,803,150) and includes:
> Share based payments expense of $1,889,842
representing the expense associated with unlisted
option vesting during the year (2024: $603,093) net
of forfeitures.
> Direct expenditure on quantum and biochip technology
research activities (including allocation of direct
personnel costs) of $4,791,577 (2024: $4,524,190).
> Unrealised gains and losses associated with the fair
value adjustment of Archer’s share and option
investments in:
• Volatus Capital Corp (shares) as at 30 June 2025 a
gain of $64,148 (2024: loss of $9,665); and
• In January 2025 ChemX Materials Limited (“ChemX”)
appointed voluntary administrators. The Group has
written down the fair value of its investment in
ChemX to zero at 30 June 2025 recognising a loss
of $519,375 during the year (2024: loss of $297,955).
The above expense items are offset by:
> An income amount of $2,055,447, being the estimated
research and development tax incentive receivable
based on associated expenditure for the year ended
30 June 2025 (30 June 2024: $2,135,936); and
> Interest income of $743,288 (2024: $941,147).
During the year ended 30 June 2025 the Group’s net
cash position (defined as cash and short term deposits)
decreased by $4,465,120 from $18,209,820 (1 July 2024)
to $13,744,700 (30 June 2025), and the Group has no
corporate debt.
This net decrease in cash and short term deposits was
predominantly influenced by the following cash outflows:
> direct expenditure on quantum and biochip technology
research activities ($4,850,786); and
> intellectual property assets and plant and equipment
($206,892); and
> corporate, administration and wages (net of allocations
to quantum and biochip technology research activities)
expenditure ($2,348,928).
These cash outflows were offset by inflows associated with:
> research and development tax incentive receipt in
respect of the claim for the year ended 30 June 2025
($206,892); and
> interest receipts ($822,551).
Shares
The number of Archer ordinary shares (“Shares”) on issue
did not change during the year. At 30 June 2025 there were
254,847,013 Shares on issue (1 July 2024: 254,847,013).
Unlisted Options
The number of unlisted share options on issue decreased
from 18,700,000 (1 July 2024) to 17,250,000 (30 June
2025) during the year as a result of the following events:
> 17,250,000 share options exercisable at $0.534 each
were granted on 20 November 2024 with an expiry
date of 30 June 2028.
> 18,700,000 share options with an exercise price
of $1.79 and expiring on 31 May 2025, lapsed in
accordance with the terms of which they were issued.
Performance Rights
There were no performance rights issued during the year or
on issue as at the date of this report.
Dividends
There were no dividends paid, recommended or declared
during the current or previous reporting period, or as at the
date of this report.
Operations Review
Summary of
Financial Performance
Changes in Equity
Risk management is fundamental to maximising the value of Archer’s business and informing its strategic direction.
The Company’s approach to risk management is governed by our risk management framework, as outlined in our risk
management policy, and delivered through our system of risk management. Our risks are regularly assessed and managed
at both a company-wide strategic level and at a tactical level for operations, project and function risks. Our risk assessment
criteria consider the potential impact of a risk event on our business and people.
The following describes some of the external factors and business risks that could have a material impact on the
Company’s ability to deliver its strategy:
Risk Management
Access to Funding
The Company does not receive any income from its
operating business, and the Company is reliant on capital
raisings, Commonwealth Government research and
development tax incentives and the sale of non-core assets
to fund its future operations. Therefore, the Company’s
ability to continue to develop its technology is contingent
upon the Company’s ability to source timely access to
additional funding as it is required.
Key Agreements
Development and potential commercialisation of the 12CQ
quantum technology intellectual property and associated
patents and patent applications are dependent on the
Licence Agreement with the University of Sydney remaining
in-place.
Termination of the Licence Agreement would mean that
Archer would be unable to access the intellectual property
required to commercialise the associated quantum
technology. As at the date of this document, the Company
is not aware of any grounds that the University of Sydney
may have to terminate the Licence Agreement.
Intellectual Property
Commercially exploiting and legally protecting the intellectual
property underlying the Company’s technology, including
its graphene-based lab-on-a-chip biochip technology
development, is dependent on the Company progressing its
associated patent applications.
The protection of intellectual property, including patents
and patent applications, has the potential for third-party
claims against the Company’s owned or licensed intellectual
property. There is a risk that all reasonable efforts by the
Company to protect proprietary rights may not be sufficient
or effective, including risks that intellectual property may
not have adequate patent or copyright protection for certain
innovations, that the scope of available protections is
insufficient, or that an issued patent may be deemed invalid
or unenforceable in certain jurisdictions.
As at the date of this document, the Company is not aware of
third-party claims against the Company’s owned or licensed
intellectual property or any patent or patent application
lapsing, being refused, or expiring.
11 | Archer Materials Limited 2025 Annual Report
12
Key Personnel
The Company’s technology is unique, with very few people
available globally with the required knowledge, skills,
relationships, and experience to develop the technologies
towards future possible commercialisation. The Company’s
projects may be delayed or materially adversely affected if
key personnel are not available to work.
Potential commercial viability of products
The 12CQ and biochip projects are in the research
and development phase. Company staff and external
consultants are in laboratories conducting experiments to
determine if the materials underlying the technologies can
perform as predicted. There is no guarantee that these
experiments will be successful.
The Company has not yet commercialised any products
and as yet has no revenues. The Company’s ability to
commercialise the intellectual property and sell products to
customers may be affected by many factors, including the
commercial viability of, and potential delays in, the delivery
of products and technology and the ability to find customers
for the Company’s products. There is no certainty that the
Company will be able to make and sell commercially viable
products.
Regulatory and Compliance Risk
For technologies in the medical and quantum fields,
navigating complex and evolving regulatory environments
is critical. Medical technologies, in particular, must meet
strict safety, performance, and ethical standards before
they can be sold or even tested in human trials. This
includes approvals from regulatory bodies such as the
Therapeutic Goods Administration (TGA) in Australia, the
FDA in the United States, and relevant European agencies.
Non-compliance or delays in obtaining approvals can stall
product development and increase costs.
In the quantum sector, while regulation is less mature,
increasing global attention on data security, cryptography,
and dual-use technology may lead to new compliance
challenges. Failure to meet these emerging regulatory
obligations—or to anticipate them in the design and
application of the technology—could limit market access or
expose the company to fines and reputational damage.
Market Adoption Risk
Even if the Company successfully develops operational
quantum or medical technologies, market acceptance is
not guaranteed. Quantum computing is still an emerging
field, and its applications are not yet fully integrated into
mainstream commercial operations. Similarly, new medical
diagnostic tools often face resistance from clinicians,
health systems, or patients due to unfamiliarity, perceived
complexity, or insufficient clinical validation.
If customers are hesitant to adopt new technologies, or
if the Company fails to demonstrate clear benefits over
incumbent solutions, the commercial potential of the
product may be undermined. This risk is amplified in highly
conservative or cost-sensitive sectors like healthcare,
where new tools must not only work but also integrate
seamlessly into existing systems and workflows.
Commercial partners
The Company’s growth strategy may be impacted if it is
unable to find suitable commercialisation partners. The
Company’s due diligence processes and commercial
negotiations may not be successful and a commercial
partnership may not eventuate or if finalised may not
perform to the level expected.
Changes in economic conditions
General economic conditions, movements in financial
markets, interest and inflation rates and currency exchange
rates may have an adverse effect on the Company’s
business and activities, as well as on its ability to fund those
activities.
Operations Review
Risk Management
13 | Archer Materials Limited 2025 Annual Report
14
Core Technology
Development
15 | Archer Materials Limited 2025 Annual Report
Archer is focused on the development and
commercialisation of high-tech products relevant
to quantum computing (its 12CQ project),
sensing (its TMR sensor), and medical
diagnostics (Biochip technology).
Left
Schematic illustration of an on-chip device using EDMR for
qubit readout or magnetic sensing.
16
Quantum
Archer’s primary focus in 2025 was its continued advancement of the 12CQ quantum
project. This initiative centered on the development of a room-temperature carbon-based
qubit device, which has the potential to position Archer at the leading edge of quantum
device innovation. Through both Archer’s own research and development and through its
partnerships, the Company has made significant steps towards demonstration of a qubit.
Core Technology Development
Quantum Technology 12CQ Project
Archer reached a key milestone in the pursuit of qubit
control by achieving strong coupling between the spin
states of its proprietary carbon-based spin material and a
superconducting resonator. This breakthrough was made
possible through the design and fabrication of a new
resonator circuit, which significantly improved coupling to
electron spins in Archer’s carbon material.
As a result, Archer can now look to demonstrate qubit
spin control through delivery of microwave pulses via
superconducting resonators. This precise qubit control
is required for computation in a working quantum
processor. The development complements earlier readout
technologies and propels the project into its next phase,
where Archer aims to demonstrate the feasibility of both
input and output operations for its qubit devices.
Archer’s international collaboration with Swiss-based
École Polytechnique Fédérale de Lausanne (EPFL) yielded
positive results in bolstering spin coherence lifetimes.
Critical for scaling to a large, robust quantum computing
chip. Archer successfully measured spin coherence
lifetimes of its carbon nanosphere materials and its carbon
film materials.
The carbon films produced via Archer’s proprietary
chemical vapour deposition method were found to possess
superior spin characteristics when compared to previous
carbon nano-onion-based materials. This supports the
long-term objective of scalable manufacturing. Under
optimised synthesis conditions, the Company achieved
coherence lifetimes of around 800 nanoseconds through its
carbon film materials, up from 385 nanoseconds, while also
enhancing reproducibility across sample batches.
Archer also made further technical enhancements in the
development of new device architectures through its
partnership with Queen Mary University of London (QMUL).
It did this by integrating graphene electrode technology into
novel circuit layouts to demonstrate the Coulomb blockade
phenomenon.
This development contributes to establishing a device to
readout spins of single electrons in our qubits at ambient
conditions, addressing one of the fundamental challenges
in quantum computing scalability.
The company then expanded its collaboration with QMUL
by entering into a six-month contract extension to support a
new program of work focused on creating the foundational
components for qubit readout and control, including the
development of single-electron transistor (SET) devices to
facilitate spin-state detection in electrical signals.
This phase builds on prior achievements, such as Archer’s
demonstration of single-electron isolation via the Coulomb
blockade and spin-resonator coupling. The intellectual
property (IP) resulting from this collaborative work
remains with Archer, preserving the company’s ability to
commercialise future developments.
Image A
Microwave measurements demonstrating the ‘avoided crossing’ effect caused by a quantum mechanical phenomenon where
the spin states of Archers novel carbon spin material are hybridized with a resonator. This measurement is performed at a
temperature of 30 millikelvin, which is below that which the resonator becomes superconducting. The unprecedented clarity this
phenomenon is seen is due to the attractive spin properties of Archer’s carbon-based spin material, verifying the uniqueness
and advantage of using this material for a broad range of quantum applications
Image B
The test resonator chip used for these microwave measurements.
Image C
The close-up image of one resonator with a small piece of Archer’s carbon spin material placed over the spin sensing region of
the chip.
17 | Archer Materials Limited 2025 Annual Report
–23
–24
–25
–26
–27
–28
–29
4.61
4.60
4.59
4.58
4.57
4.56
4.55
4.54
4.53
Freq (GHz)
S21 (dBm)
0.160
0.161
0.162
0.163
0.164
0.165
B Field (T)
0.5 mm
C
B
A
TMR sensors
Working in parallel with the quantum team, Archer launched its tunnelling
magnetoresistance (TMR) sensor program to open potential nearer-term commercial
opportunities. These sensors, which detect minor variations in magnetic fields via quantum
effects, are thought to be well-suited for deployment in high-value sectors such as artificial
intelligence, automotive systems, internet-of-things devices, and data centres.
Core Technology Development
Archer’s TMR program focuses on identifying commercially
attractive applications where the TMR sensor technology
offers a performance advantage over traditional sensing
technology using the team’s quantum expertise. Strategic
efforts have centred on building relationships with
prospective customers and holding technical discussions
to define product requirements, integration paths, and
deployment scenarios.
Archer has already manufactured sensor prototypes
through its foundry partner, MultiDimension Technology
(MDT). Although formal collaboration agreements have
not yet been executed, the company remains focused
on identifying opportunities and potential customers with
the aim of progressing toward customer-specific product
development.
18
Quantum Technology 12CQ Project (cont.)
Biochip
During 2025, Archer advanced the development of its Biochip technology, including
identifying and developing testing for blood potassium levels, for its first target of hypo- and
hyperkalemia detection in chronic kidney disease (CKD) patients. The company is looking to
create a portable, lab-quality biosensing device for the at-home testing and management of
CKD. Archer made a series of technological and testing developments in order to pave the
way towards the Biochip’s commercialisation.
During the year, the Biochip team continued to test and
optimise the electrical performance of graphene field
effect transistor (gFET) devices, including long-term stability
testing under ambient air conditions. The team validated a
new approach that enables the direct growth of graphene
on silicon wafers, eliminating prior issues associated with
transferring graphene layers and thereby enhancing device
consistency.
The team also developed a conditioning protocol that
significantly improved test-to-test voltage repeatability by
as much as 10 times, which directly impacts the accuracy of
potassium measurements. This level of precision is critical
to meet medical-grade requirements for real-time CKD
monitoring.
Key to transforming a gFET into a blood potassium sensor
is the functionalisation and post-processing of the gFETs.
Archer has made several advances that allow accuracy
requirements to be met, but also to improve robustness and
lifetime of the devices: another key specification for such a
medical device.
Archer has signed a six-month agreement with Paragraf
Limited, a UK-based graphene electronics company, to
improve the performance of its gFET sensors for blood
potassium testing. This work complements the company’s
existing operations in Sydney and supports the refinement
of sensor accuracy, fabrication reproducibility, and device
qualification. One of the key outcomes of this work has
been the reduction of on-chip device variability from 15%
to just 1.5%, marking a critical improvement that will enable
testing on human blood samples and preparation of a
prototype cartridge system for at-home diagnostics.
To prepare the Biochip for clinical deployment, Archer
entered a strategic partnership with Canadian company
Hylid Diagnostics Inc. to co-develop an integrated
potassium testing cartridge. Hylid, which focuses on lab-
quality at-home diagnostics, will contribute haemolysis
sensor technology and regulatory guidance, particularly for
the North American and European markets.
19 | Archer Materials Limited 2025 Annual Report
The collaboration aims to meet strict accuracy thresholds
for potassium detection and is expected to facilitate the
launch of clinical trials in 2026.
Archer has secured a patent in the United States protecting
the Biochip’s biosensing technology, reflecting key
developments in graphene complex compositions for
molecular detection. This is a strategic step that defends
the IP underpinning the Biochip platform, particularly in
the US market, which is central to Archer’s CKD diagnostic
ambitions.
In support of the transition from lab prototypes to
commercial feasibility, Archer commenced a new multi-
project wafer (MPW) fabrication run with foundry partner
VTT Technical Research Centre of Finland Ltd (VTT). This
process integrates Archer’s gFET biosensors with silicon
complementary metal-oxide semiconductor (CMOS)
readout circuity, to allow electrical data from the biosensors
to be accurately controlled and processed through standard
circuitry on a chip.
The integration may improve the device’s speed, reliability,
and potential for real-world use in a handheld device.
Archer also strengthened the commercial readiness of the
Biochip by miniaturising its gFET chip design from 10mm x
10mm to 1.5mm x 1.5mm, achieving a 97% reduction in area
and enabling significantly higher chip yields, up to 1,375
chips per four-inch wafer compared to just 45 from previous
designs.
These chips were fabricated by commercial foundry partner
Applied Nanolayers and assembled by AOI Electronics,
Archer’s outsourced semiconductor assembly and test
(OSAT) partner. The smaller design reduces per-unit cost
has the potential to improve scalability for high-volume
production.
Bioelectronics
20
Core Technology Development
21 | Archer Materials Limited 2025 Annual Report
Quantum technology
22
Core Technology Development
Archer’s technology patents and patents pending
The following tables detail Archer’s patents and patents pending for the Quantum and Biochip technologies.
PRIORITY DATE
& STAGE
TITLE & SUMMARY
3 Dec 2015
A quantum electronic device
Granted
Patent Office
Patent/Application Number
Japan
6809670
South Korea
10-2288974
China
4606612
United States of America
11,126,925
Australia
2016363118
Hong Kong
1256636
Europe (designated countries):
Belgium, Switzerland, Germany,
Spain, France, United Kingdom,
Republic of Ireland, Italy,
Netherlands, Sweden, Turkey
3383792
9 Jun 2023
Electron spin containing materials and methods for producing said materials
Pending
Patent Office
Patent/Application Number
Australia
PCT/AU2024/050606
23 Dec 2022
Graphene field effect transistors and methods for their production
(Methods for fabrication of graphene field-effect transistors and componentry)
Pending
Patent Office
Patent/Application Number
Australia
AU 2023407204
Europe
EP 23904873.9
USA
US 19/136,770
22 Mar 2024
On-chip detection and spin manipulation of advanced qubit materials and uses thereof
Pending
Patent Office
Patent/Application Number
PCT
PCT/AU2025/050282
31 May 2024
Fabrication of quantum devices with patterned films and uses thereof
Pending
Patent Office
Patent/Application Number
PCT
PCT/AU2025/050662
21 Jun 2024
On-chip detection and spin manipulation of advanced qubit materials and uses thereof
Pending
Patent Office
Patent/Application Number
Australia (provisional)
AU 20249011889
22 Mar 2024
An electron spin resonance spectroscopy system
Pending
Patent Office
Patent/Application Number
Australia
PCT/AU2025/050282
23 | Archer Materials Limited 2025 Annual Report
Biochip technology
PRIORITY DATE
& STAGE
TITLE & SUMMARY
15 Feb 2019
Graphene complexes and compositions thereof
Status
Patent Office
Patent/Application Number
Pending
Australia
PCT/AU2020/050128
Granted
United States of America
US 12,202,730
1 Dec 2021
Detection and quantification of nucleic acids
Pending
Patent Office
Patent/Application Number
Australia
AU 2022401057
China
CN 202280080331.3
Europe
EP 22899651.8
Japan
JP 2024-533095
United States of America
US 18/715,693
Hong Kong
HK 62025105832.2
31 Mar 2022
Fabrication and processing of graphene electron devices on silicon with a SiO2 passivation layer
Pending
Patent Office
Patent/Application Number
Australia
AU 2023242796
Canada
CA 3246577
China
CN 202380038942.6
Europe
EP 23777508.5
Japan
JP 2024-557938
Korea
KR 10-2024-7036460
United States of America
US 18/850,697
Hong Kong
HK 62025107034.3
11 Nov 2022
A device, system, and method for sensing an electronic property of fluid sample
Pending
Patent Office
Patent/Application Number
Australia
AU 2023377817
Europe
EP 23887211.3
United States of America
US 19/127,333
10 Dec 2024
An improved sensing chip
Pending
Patent Office
Patent/Application Number
Australia (provisional)
AU 20249044086
1 Dec 2021
Detection and quantification of nucleic acids
Pending
Patent Office
Patent/Application Number
Australia
AU 2022401057
China
CN 202280080331.3
Europe
EP 22899651.8
Japan
JP 2024-533095
USA
US 18/715,693
Hong Kong
HK 62025105832.2
23 Dec 2022
Methods for fabrication of graphene field effect transistors with a liquid top-gate and associated componentry
Pending
Patent Office
Patent/Application Number
Australia
AU 2023407204
Europe
EP 23904873.9
USA
US 19/136,770
21 Jun 2024
Graphene field effect transistors and methods for their production
Pending
Patent Office
Patent/Application Number
Australia
PCT/AU2025/050662
Directors’
Report
24
25 | Archer Materials Limited 2025 Annual Report
The Operating and Financial Review (which includes the Chair’s Message) of this
Annual Report is incorporated by reference into, and can be found on pages 4 to
23 of this Annual Report.
Your Directors present this report on Archer Materials Limited and its consolidated
entities (‘Company’, ‘Group’ or ‘Archer’), for the year ended 30 June 2025.
Directors
Gregory English
(Executive Chair)
Kenneth Williams
(Independent Non-Executive Director)
Bernadette Harkin
(Independent Non-Executive Director)
Chief Executive Officer
Dr Simon Ruffell
Appointed to the position of Chief Executive Officer on 27 March 2025
Dr Mohammad Choucair
Resigned from the position of Chief Executive Officer with effect on
14 October 2024
Company Secretary
Jake van der Hoek
Appointed as Company Secretary on 5 May 2025
Damien Connor
Resigned from the position of Company Secretary with effect on 2 July 2025
26
Directors’ Report
Information on continuing Directors and Management
Directors
Greg English
(Executive Chair)
LLB, BE (Mining)
Greg is the co-founder and Executive Chair of Archer. He
has been Chair of the board since 2008 and has overseen
Archer’s growth as a technology company that operates
within the semiconductor industry.
He has more than 25 years of engineering and legal
experience and has held senior roles for Australian and
multinational companies. Greg has received recognition
for his work as a lawyer. Greg is an experienced company
director and has also served on the boards of other ASX
listed companies.
He holds a bachelor’s degree in engineering and a law
degree (LLB).
Directorships of other ASX Listed entities in the last 3 years:
Core Lithium Limited (ASX: CXO) (current)
Interest in Shares and Options:
11,509,852 ordinary shares. 5,000,000 unlisted options,
exercisable at $0.534 and expiring on 30 June 2028
Special Responsibilities:
- Executive Chair
- Member, Audit & Risk Management Committee
- Member, Remuneration & Nomination Committee
Kenneth Williams
(Non-Executive Director)
B.Econ (HONS), MAppFin, FAICD
Ken was appointed as a Director of the Company on 28
September 2020. Ken has over 30 years’ experience in
corporate finance and has held senior executive, director,
and Chair positions with leading ASX companies.
His extensive experience in corporate finance includes
diverse experience in mergers, acquisitions, divestments
and corporate reconstructions. Ken was the Independent
Chairman of Statewide Superannuation Trust (Statewide
Super), a South Australian based industry super fund with
over $12 billion in funds under management. Ken was a
member of Statewide Super’s Investment Committee, and
Remuneration & Nomination Committee. In April 2022
Statewide Super merged with Hostplus.
Ken, until recently held the role of Deputy Chancellor of the
University of Adelaide but resigned in May 2024 to join the
Transition Council of Adelaide University to be formed from
the merger of the University of Adelaide and the University
of South Australia. He was also appointed to the Board of SA
Water, effective 3 August 2023.
Prior roles include Chair of AWE Limited, Chair of Havilah
Resources Limited, and Senior Finance Executive roles with
Newmont Corporation, Normandy Mining, and Qantas.
Directorships of other ASX Listed entities in the last 3 years:
Barton Gold Holdings Limited (ASX: BGD) (current)
Interest in Shares and Options:
Nil Shares. 3,000,000 unlisted options, exercisable at
$0.534 and expiring on 30 June 2028
Special Responsibilities:
- Chair, Audit & Risk Management Committee
- Member, Remuneration & Nomination Committee
27 | Archer Materials Limited 2025 Annual Report
Directors
Current Management
Dr Simon Ruffell
(Chief Executive Officer)
MEng (Electrical & Electronic Engineering) ), PhD (Physics
Simon was appointed as the Company’s CEO on 27 March
2025.
Simon has a PhD in Physics from the University of
Western Ontario and a Masters of Electronic and Electrical
Engineering (first class) from the University of Surrey, UK. He
brings over 20 years of international experience working on
technology projects and managing multifunctional teams,
including hardware, process and software engineering
teams.
Before joining Archer, Simon was a Principal Hardware
Engineering Manager at Microsoft where he led a team
developing hardware for Microsoft’s quantum program.
Prior to Microsoft he spent 10 years at Applied Materials (US)
having roles in R&D from process engineer through to Senior
Manager, where he led process and hardware teams to take
a new product from R&D through productisation.
He has recently worked as Semiconductor, and Quantum
Engagement Manager at the University of Sydney.
Directorships of other ASX Listed entities in the last 3 years:
Nil
Interest in Shares and Options:
Nil Shares. 2,000,000 unlisted options, exercisable at
$0.534 and expiring on 30 June 2028
Bernadette Harkin
(Non-Executive Director)
B.Econ (HONS), MAppFin, FAICD
Bernadette was appointed as a Director of the Company on
6 October 2021. Bernadette has over 30 years of experience
working as a business technologist across strategy, sales,
marketing, operations, and delivery for multinational
Information Technology companies including IBM, Avanade,
and CGI.
Bernadette’s experience covers continuously evolving
technology areas including AI. Bernadette’s international
experience spans leadership within large corporate
governance structures and the start-up of new businesses.
Bernadette has led and held senior advisory roles involving
business transformations for businesses in the US, Europe,
and Asia which have been underpinned by corporate growth
strategies leveraging innovative technologies.
Directorships of other ASX Listed entities in the last 3 years:
Nil
Interest in Shares and Options:
Nil Shares. 3,000,000 unlisted options, exercisable at
$0.534 and expiring on 30 June 2028
Special Responsibilities:
- Chair, Remuneration & Nomination Committee
- Member, Audit & Risk Management Committee
28
Dr Mohammad Choucair
(Former Chief Executive Officer)
FRSN FRACI GAICD BSc Nanotechnology (Hon. 1),
PhD (Chemistry
Dr Mohammad Choucair was appointed CEO of Archer in
December 2017 and departed the Company effective 14
October 2024.
Damien Connor
(Former Chief Financial Officer / Company Secretary)
CA GAICD AGIA B.Com
Damien Connor was appointed Company Secretary and
Chief Financial Officer on 1 August 2014 and resigned from
Archer with effect on 2 July 2025.
Meetings of Directors
The number of meetings of the Company’s Board of Directors and each Board committee held during
the year ended 30 June 2025, and the numbers of meetings attended by each Director were as follows:
Where:
Column A is the number of meetings the Director was
entitled to attend.
Column B is the number of meetings the Director attended.
As at the date of this report, the Group has not a formed
separate Governance Committee, as these matters are
handled by the Board as a whole. The Board considers this
appropriate given the size and nature of the Company at
this time.
DIRECTOR
BOARD OF
DIRECTORS
AUDIT & RISK
MANAGEMENT COMMITTEE
REMUNERATION &
NOMINATION COMMITTEE
A
B
A
B
A
B
Gregory English
13
13
6
6
3
3
Kenneth Williams
13
13
6
6
3
3
Bernadette Harkin
13
13
6
6
3
3
Directors’ Report
Former Management
Principal activities
Archer is a technology company with a focus on developing
innovative deep tech in the semiconductor industry. The Group is
developing and working towards commercialising semiconductor
devices and sensors relevant to quantum computing, TMR sensors
and lab-on-a-chip medical diagnostics.
During the year, the principal activities
of the Group were:
Technology research and development of the carbon
nano onion quantum material (“12CQ Project”), TMR
sensor project and graphene-based lab-on-a-chip
biosensing chip (“biochip”).
Utilising semiconductor development infrastructure
and facilities, R&D, people, and IP, to support
technology research and development.
Internationally protecting and prosecuting intellectual
property (e.g. patents and patent applications).
Collaborating and partnering with organisations in
computing, deep tech, technology research and
development, and manufacturing as part of global
networks in the semiconductor industry.
Significant changes to the state of affairs
The Directors are not aware of any significant changes in the
state of affairs of the Group occurring during the year ended
30 June 2025, other than as disclosed in this report.
Events arising since the end of the reporting
period.
The Directors are not aware of any other matter or
circumstance that has arisen since the end of the year that
has significantly affected, or may significantly affect the
Group’s operations, the results of those operations, or the
Group’s state of affairs in future future years (subject to the
risks identified in page 11 of this report).
29 | Archer Materials Limited 2025 Annual Report
Remuneration
Report (audited)
30
31 | Archer Materials Limited 2025 Annual Report
The Directors of Archer Materials Limited (the Group) present the Remuneration
Report for Non-Executive Directors, Executive Directors and other Key Management
Personnel (KMP), prepared in accordance with the Corporations Act 2001 and the
Corporations Regulations 2001.
A. Who does this report cover?
This report sets out the remuneration arrangements for the Group’s Key
Management Personnel (‘KMP’). The term KMP refers to those persons having
authority and responsibility for planning, directing, and controlling the activities
of the Group, directly or indirectly, including any director (whether executive or
otherwise) of the Group. Throughout the Remuneration Report, KMP are referred
to as either Executive Officers or Non-Executive Directors.
The KMP of the Group comprises the Board of Directors and Executive Officers,
which are set out below. As noted in Company announcements throughout
the year, there were key changes to various KMP incumbents, given the rapid
development of the quantum and biosensor technologies being developed by
Archer. Start and end dates for various roles that commenced or ended during
FY25 are noted for transparency.
The names and roles of the Company’s KMP during the year are:
Non-Executive Directors
> Kenneth Williams - Non-Executive Director
> Bernadette Harkin – Non-Executive Director
Executive Officers
Current
> Greg English – Executive Chair
> Dr Simon Ruffell – Chief Executive Officer
(appointed 27 March 2025)
Former
> Dr Mohammad Choucair – Chief Executive Officer
(departed the Company effective 14 October 2024)
> Damien Connor - Chief Financial Officer & Company Secretary
(resignation effective 2 July 2025)
Remuneration Report (audited)
32
32
B. FY25 Overview
The Board recognises that the continued success of the
business depends upon the quality of its people. To ensure
the Company continues to innovate and grow, it must
attract, motivate, develop and retain highly skilled Directors,
Executive KMP and employees.
The Company’s total rewards philosophy is designed to
provide Executive KMP and employees with a strategic,
purpose-driven approach designed to drive optimal
business performance. It is delivered through a combination
of financial (fixed and variable remuneration) and non-
financial benefits, providing a holistic employee value
proposition that connects the Archer strategy and purpose
to individual remuneration and reward outcomes.
Over the past year, the Board and Executive KMP
have made considerable progress in driving Company
performance. While the Board recognises the benefits of
continuity within the business and the success generated
by that continuity, the Board have undertaken a program
of renewal of the Executive KMP to recruit additional future
focused capabilities and experience.
The following remuneration initiatives were implemented
at a Board and Executive KMP level for FY25:
> Dr Simon Ruffell commenced as the CEO in March 2025
with a total fixed remuneration (TFR) of $330,000 per
annum, inclusive of statutory superannuation. Dr
Ruffell’s Short Term Incentive (STI) target was set at 15%
of TFR. Dr Ruffell may be eligible to participate in any LTI
arrangements operated or introduced by the Company
from time to time. The TFR and STI targets have been
pro-rated from Dr Ruffell’s commencement date.
Dr Ruffell’s pro-rata outcomes are set out in section I
of this report.
> Dr Choucair’s departure from Archer was announced
on 12 July 2024 with Dr Choucair’s last day of work
being 14 October 2024. Dr Choucair received his pro-
rata portion of TFR and did not receive an STI for FY25.
Dr Choucair’s pro-rata outcomes are set out in section
F of this report.
> Damien Connor resigned as company secretary and
CFO with an effective date of 2 July 2025. Mr Connor
was engaged under a management services agreement
and was not entitled to receive a STI or LTI payment.
Mr Connor’s remuneration is set out in section F of this
report.
> Jake van der Hoek of accounting and advisory firm
HLB Mann Judd was appointed to the role of Company
Secretary on 5 May 2025, with HLB Mann Judd
performing the Company’s CFO function following
Mr Connor’s resignation.
> At the Company’s 2024 AGM, Archer shareholders
approved the issue of a total of 11 million incentive share
options to Directors. In addition, Dr Ruffell was issued 2
million incentive share options and Mr Connor was
issued 2,000,000 incentive share options. The number
of incentive share options issued to each Director and
the terms of the incentive options are set out in section
J of this report.
33 | Archer Materials Limited 2025 Annual Report
C. Remuneration governance and framework
Remuneration and Nomination Committee
In accordance with best practice corporate governance,
the Board has established a Remuneration and Nomination
Committee (Committee) comprising Bernadette Harkin
(Chair), Kenneth Williams and Greg English.
The Remuneration and Nomination Committee assists the
Board in discharging its responsibilities in relation to people
and remuneration activities, including oversight of risks
related to people performance management, Company
culture, succession planning, capacity and capability, and
inclusion and diversity.
Archer’s remuneration philosophy is to seek, attract and
retain high performing staff and incentivise executives to
lead our Company in an inspiring way and to outperform.
The Board focuses on demonstrating clear links between
business performance and remuneration outcomes while
continuing to build value for all stakeholders.
The Board believes that individual salary negotiation is
more appropriate than formal remuneration policies and
external advice and market comparisons are sought where
necessary. The Group discloses the fees and remuneration
paid to all Directors as required by the Corporations Act
2001. The Board recognises that the attraction of high
calibre executives is critical to generating shareholder
value.
Role of the Board and Remuneration and
Nomination Committee
The Board of Directors is responsible for establishing and
overseeing the implementation of the Group’s remuneration
policies and frameworks and ensuring that it is aligned with
the objectives of shareholders and the business.
The Remuneration and Nomination Committee are
responsible for the Group’s remuneration structure and
arrangements and makes recommendations to the Board
In particular, the Remuneration and Nomination
Committee reviews and recommends to the Board:
> Remuneration and arrangements for KMP and other
employees.
> Equity based remuneration plan for KMP and other
employees.
> Superannuation arrangements for KMP and other
employees.
> Incentive plans (including equity-based plans).
> The Group’s remuneration and incentive policies.
Use of remuneration consultants and other
advisors
The Board and the Remuneration and Nomination
Committee may seek and consider advice from
independent remuneration consultants as required to
ensure they have all the relevant information at their
disposal to determine KMP remuneration and remuneration
practices.
Remuneration consultant engagement is governed by
internal protocols that set the parameters around the
interaction between management and consultants to
ensure recommendations were free from undue influence
and ensure compliance with the Corporations Act 2001.
The Company has not engaged the services of a
remuneration consultant during the year.
Voting and comments made at the
Company’s 2024 Annual General Meeting
The Company received 85.9% ‘for’ votes on its
Remuneration Report for the financial year ending 30 June
2024. The Company received no specific feedback on its
Remuneration Report at the 2024 Annual General Meeting.
Remuneration Report (audited)
34
D. Principles used to determine the nature and amount of remuneration
Remuneration Strategy
The Group seeks to attract and retain high-performing
individuals, both in executive and other roles, and
incentivise them to outperform. The approach to
remuneration is to provide executives with a market-
competitive Total Fixed Remuneration (TFR) and to reward
outperformance through performance-linked, ‘at-risk’
remuneration.
The remuneration strategy illustrates the connections
between remuneration and business strategies, as
well as their influence on Archer’s actual remuneration
arrangements. The overriding business objective is to build
value for all stakeholders (including shareholders).
The proportion of fixed and at-risk remuneration varies,
depending on the role and grading of executives, as well as
the performance of the Group. Senior positions have a more
significant proportion of at-risk remuneration. The Archer
Materials Incentive Plan governs the at-risk component of
remuneration and comprises both Short Term Incentives
(STI) and Long Term Incentives (LTI).
The Board’s strategy for determining the nature and
amount of remuneration for Board members and other
Key Management Personnel of the Group is as follows:
> The remuneration strategy, which sets the terms and
conditions for the Executive Chair, Chief Executive
Officer, and Key Management Personnel, was
developed by the Board. The Board annually reviews
the packages of Key Management Personnel, referencing
the Group’s performance, the KMP’s performance, and
comparable information from industry sectors and other
ASX listed peer companies.
> The Board may exercise discretion in relation to
approving incentives, performance bonuses, options
and performance rights. The strategy is designed to
attract the highest-calibre individuals and reward them
for performance that aligns with shareholder interests.
> KMP are also entitled to participate in the Company’s
Performance Rights and Share Option Plan (Incentive
Plan) as approved by shareholders at the Annual
General Meeting held on 29 November 2023.
> The Board strategy is to remunerate Non-Executive
Directors at market rates for comparable companies
for time, commitment and responsibilities. The Board
determines payments to the Non-Executive Directors
and reviews their remuneration annually, based on
market practice, duties, and accountability. Independent
external advice is sought when required.
The objective of the Group’s remuneration strategy is to
ensure that reward for performance is competitive and
appropriate for the results delivered. This aligns rewards
with the achievement of objectives and the creation of value
for shareholders, and it is considered to conform to market
best practice for the delivery of rewards.
Following best practice corporate governance, the structure
of KMP and Non-Executive Director remuneration is
separate.
Key Management Personnel remuneration
KMP remuneration mixes and components
The Group’s executive remuneration framework for FY25 is
summarised below. It includes components of remuneration
that are fixed and also structured in a manner to motivate
executives to deliver sustained returns through short-term
incentives.
TOTAL FIXED REMUNERATION (TFR)
SHORT TERM INCENTIVE (AT RISK)
Base salary plus superannuation and other benefits
Subject to performance targets for the reporting period.
Maximum. 15% of TFR for Executive Chair and CEO
Influenced by job size, role requirements, market benchmarks,
individual skills, qualifications, experience, and performance
Based on the achievement of set performance objectives,
linked to business outcomes
Reviewed annually on a cycle aligned to the financial year
Performance generally measured over 12 months
35 | Archer Materials Limited 2025 Annual Report
Fixed remuneration
The KMP’s fixed remuneration comprises base salary,
employer superannuation contributions, and other benefits
as the Group and the individual agree, provided that the
Group incurs no extra cost for these benefits.
Fixed remuneration is reviewed annually by the
Remuneration and Nomination Committee with reference
to the Group’s performance, the individual’s performance
against set objectives, and comparable information from
industry sectors and other ASX listed peer companies.
In July 2024, the Board (with Mr English abstaining)
approved a 2.4% increase in wages for Archer staff
with effect from 1 July 2024. Except for increases in the
statutory superannuation guarantee and subject to the
non-concessional contributions cap, no additional changes
to the fixed remuneration approach were implemented
during the financial year.
Short term incentive (STI)
Variable performance-based remuneration strengthens the
link between pay and performance. This scheme aims to
make a large proportion of the total reward package subject
to meeting various targets linked to Archer’s business
objectives.
The STI plan component is delivered in the form of a
performance-based cash bonus if objectives for the
financial year are achieved. The STI remuneration
framework, which has a short-term focus over a 12-month
performance period, utilises performance measures based
on group targets related to safety, sustainability, project
development, and financial strength. Additionally, the KMP
had individual or role-specific targets, which were measured
as part of their overall annual performance evaluations.
The STI opportunity offered to each executive KMP as a
percentage of Total Fixed Remuneration is defined by the
individual’s role and reward grade. The STI opportunity is
market benchmarked and reviewed annually by the Board
and the Remuneration and Nomination Committee.
During the 2025 financial year, holistic performance
objectives were adopted for KMP. The Board chose these
objectives for their ability to drive executive focus on short-
and medium-term business continuity and performance,
related not only to technical success but also to Archer’s
culture and employee and investor engagement.
Long term incentive (LTI)
At the Company’s 2024 AGM, Archer shareholders approved
the issue of 5 million incentive share options to Mr English.
In addition, the Board approved the issue of 2 million
incentive share options to Dr Ruffell and Mr Connor was
issued 2,000,000 incentive share options. The terms of the
incentive options in section H of this report.
Appointment of Chief Executive Officer
After engaging an executive search firm and undertaking
a thorough search, on 27 March 2025, the Company
announced the appointment of Dr Simon Ruffell as the
Company’s new CEO. Simon Ruffell’s remuneration was set
to reflect benchmarking against Archer industry peers, the
ASX peer group and to Dr Ruffell’s considerable skills and
experience.
The remuneration package for Dr Ruffell is described on
page 39 of this report.
Executive KMP Termination Benefits
In July 2024, the Company announced that Dr Mohammad
Choucair was stepping down from his role as Chief Executive
Officer and leaving the business in January 2025.
In October 2024, the Company announced that Dr Choucair
had departed the Company and ceased to be an Executive
KMP effective 14 October 2024.
In accordance with Dr Choucair’s employment agreement,
a termination benefit of the remaining pro-rata portion of his
six months remuneration, plus accrued leave entitlements,
was paid to him in August 2024.
In accordance, with the terms of the Company’s Incentive
Plan rules, the 6,000,000 share options issued to
Dr Choucair in December 2021 lapsed.
Remuneration Report (audited)
36
36
Employee Incentive Plan
The Archer Incentive Plan was approved by shareholders
at the Annual General Meeting in November 2023. The
number of eligible products able to be issued under the
Incentive Plan is limited to 10% of the issued capital of the
Company, for awards under the Plan in relation to which
monetary consideration is payable.
The 10% limit includes grants under all plans made in the
previous three years (with certain exclusions under the
Corporations Act 2001).
There are no voting or dividend rights attached to the share
options or performance rights.
Non-Executive Director remuneration
In remunerating Non-Executive Directors, the Group aims
to attract and retain qualified and experienced directors,
including:
> the specific responsibilities and requirements for the
Board,
> comparative roles in the external market, and
> the size and complexity of the Group’s operations.
The Non-Executive Directors and executives receive a
superannuation guarantee contribution required by the
government of 11.5% per annum (12.0 % from 1 July 2025).
Some individuals, however, may choose to sacrifice part of
their salary to increase payments towards superannuation
and/or elected to increase superannuation contributions a
part of their salary package.
All remuneration paid to Directors and executives is valued
at the cost to the Group. The Group has established a
Performance Rights and Share Option Plan (Plan) for
the benefit of Directors, officers, senior executives and
consultants.
The Board’s policy is to remunerate non-executive
directors at the market rates for time, commitment and
responsibilities. The Board determines payments to
executives and reviews their remuneration annually, based
on market price, duties and accountability. Independent
external advice is sought when required.
The maximum aggregate amount of fees that can be paid
to Non-Executive directors, in aggregate, is $500,000 per
annum which has not changed since Archer listed on the
ASX in August 2007. These amounts are not linked to the
financial performance of the consolidated Group. However,
to align the directors’ interests with the shareholders
interests, the directors are encouraged to hold shares in
Archer.
At the Company’s 2024 AGM, Archer shareholders
approved the issue of 3 million incentive share options to
Bernadette Harkin and 3 million incentive share options to
Ken Williams. The terms of the incentive options in section
H of this report
D. Principles used to determine the nature and amount of remuneration (cont.)
37 | Archer Materials Limited 2025 Annual Report
After careful consideration and the finalisation of a thorough
review and benchmarking exercise, the Board has agreed
to implement a Group-wide STI and LTI plan for all staff.
The table below outlines the proposed remuneration
framework for FY26, which aims to incentivise and retain
staff as Archer’s projects progress to the next stage of
development and potential commercialisation. The FY26
remuneration framework applies to all KMP and staff at
Archer.
The table below outlines the proposed remuneration
framework for FY26, which aims to incentivise and retain
E. Planned remuneration changes for FY26
staff as Archer’s projects progress to the next stage of
development and potential commercialisation. The STI
and LTI framework described below has already been
implemented for all staff except the CEO and Executive
Chair who will be entitled to participate in the STI and LTI
plan after the 2025 AGM.
Staff fixed remuneration
In July 2025, the Board (with Mr English abstaining)
approved a CPI increase in salary for Archer staff (including
Mr English) with effect from 1 July 2025.
SHORT TERM INCENTIVE (AT RISK)
LONG TERM INCENTIVE (AT RISK)
Purpose
Rewards KMP and staff for achieving current
business targets and performance goals.
Encourages KMP and staff to achieve sustained
performance and growth over the long term.
Comprised of
Cash payment
Performance Rights
Opportunity
Executive Chair: 25% TFR
CEO:
25% TFR
Executive Chair: 35% TFR
CEO:
30% TFR
Determined by
Total STI is adjusted to prioritise both Group and
individual, role-specific performance.
The new KPIs align with the Groups’ strategic
goals and ensure a balanced assessment
of contributions. Clear targets will enhance
accountability and drive success.
A combination of Relative Total Shareholder
Return (“TSR”) (weighted at 50%) and Absolute
TSR (weighted at 50%) The inclusion of Relative
TSR indicates a stronger focus on outperforming
our peers, while Absolute TSR signals a more
balanced approach to shareholder returns.
Archer has also updated the selected peer
group for the Relative TSR metric to include
companies engaged in the same industry,
ensuring a relevant and competitive benchmark.
Performance Period
12 months
3 years
Cessation of
employment
For retention purposes, the Executive must
remain an employee of the Company at the
date that the STI bonus is paid. However, if
an Executive’s employment or consultancy
with the Company is terminated before this
time, the Board retains the discretion to award
or forfeit any STI bonus on a case-by-case
basis, considering longevity in the role and the
reasons for leaving.
Where the employee becomes a bad leaver, all
unvested Annual LTI Performance Rights will
automatically be forfeited and lapse, subject to
any determination otherwise by the Board in its
sole and absolute discretion.
Clawback
The Board may, in its sole and absolute
discretion, reclaim any paid STI bonus under
the STIP. Where the person has:
• acted fraudulently or dishonestly; and/or
• wilfully breached his/her duties to the Company.
The Board may, in its sole and absolute
discretion, deem lapsed any unvested, or vested
but unconverted or unexercised, Convertible
Securities. Where the eligible employee has:
• acted fraudulently or dishonestly; and/or
• wilfully breached his/her duties to the Company.
Remuneration Report (audited)
38
38
Details of the nature and amount of each element of the remuneration of each Key Management Personnel (KMP) of the Group are
shown in the table below. The value of earnings realised includes cash salary, superannuation and cash bonuses earned during
the year, plus the intrinsic value of share options granted during the financial year.
As a general principle, the Accounting Standards require a value to be placed on share options based on probabilistic calculations
at the time of grant, which may be reflected in the Remuneration Report even if ultimately the share options do not vest because
performance or service hurdles are not met.
The following table shows details of the remuneration expense recognised for the Group’s Executive KMP for the current and
previous financial year measured in accordance with the requirements of the Accounting Standards.
F. Statutory remuneration disclosures
Directors and other Key Management Personnel
Post
employment
Benefits
Long-term
benefits
Share
Based
Payments
Employee
Year
Cash
Salary &
Fees
$
Cash
Bonus
$
Annual
leave
$
Super-
annuation
$
Long
Service
Leave
$
Unlisted
Options 1
$
Total
$
Perfor-
mance
based
%
Executive Director
Mr English
2025
401,080
67,381
-
29,932
18,218
639,749
1,156,360
5.8%
Executive Chair
Not independent
2024
371,690
62,166
-
40,886
-
463,358
938,100
6.6%
Non-Executive Directors
Mr Williams
2025
70,000
-
-
8,050
-
383,850
461,900
-%
Independent
2024
70,000
-
-
7,700
-
139,007
216,707
-%
Ms Harkin
2025
70,000
-
-
8,050
-
383,850
461,900
-%
Independent
2024
70,000
-
-
7,700
-
139,007
216,707
-%
Other Key Management Personnel
Dr Choucair
2025
255,223
-
-
22,660
-
-
277,883
-%
Chief Executive Officer
2024
336,923
16,500
-
38,960
-
556,030
948,413
1.9%
Dr Simon Ruffell
2025
262,388
13,256
1,150
28,962
4,293
106,585
416,634
3.2%
Chief Executive Officer
2024
-
-
-
-
-
-
-
-%
Mr Connor
2025
208,687
-
-
-
-
255,900
464,587
-%
Company Secretary & CFO
2024
237,563
-
-
-
-
139,007
376.570
-%
2025 Total
2025
1,267,378
80,637
1,150
97,654
22,511
1,769,934
3,239,264
2024 Total
2024
1,086,176
78,666
-
95,246
-
1,436,409
2,696,497
1 In accordance with Accounting Standards, remuneration includes a portion of the notional value of the options granted during the year. The notional
value of options are determined as at the grant date and is progressively allocated over the vesting period. The amount included as remuneration is not
indicative of the benefit (if any) that the employee may ultimately realise should the option vest and become exercisable. The notional value of the options
as at the grant date has been determined in accordance with the accounting policy detailed at Note 1 and calculation details in Note 21.
2 Short-term incentive cash bonus, approved by the non-executive directors, related to KPI achievement, pursuant to Mr English’s employment contract.
3 Short-term incentive cash bonus, approved by the Board, related to KPI achievement, pursuant to Dr Choucair’s employment contract.
Short-term
Employee Benefits
39 | Archer Materials Limited 2025 Annual Report
Remuneration and other terms of employment for the Directors and other Key Management Personnel are formalised in either
contracts of employment or service agreements. The main provisions of the agreements relating to remuneration are set out below:
G. Employment contracts of Directors and other key management personnel
Name
Remuneration
Unit of
Measure
Term of
agreement
Notice Period
Greg English
Executive Chair
Total Fixed Remuneration (TFR):
$443,000 per annum inclusive of superannuation. 1,2,3
In FY25 Mr English received TFR of $431,012 per annum
inclusive applicable superannuation.
Short-term incentive:
Discretionary up to 15% of TFR each year, is determined with
reference to KPIs as set by the Board annually.
Long-term incentive:
Entitled to receive Options or Performance Rights equal to the
maximum number of Options or Performance Rights granted
to a director of the Company in the same financial year, subject
to shareholder approval and KPIs including the Company’s
share price movement compared with the ASX Small Ordinaries
Resources Index.
Salaried
employee
Permanent
employee,
no fixed
term.
Between 1
month and 6
months’ notice
depending on the
circumstances.
Any applicable
termination
payment is
calculated based
on reasons for
termination from 1
month salary plus
leave entitlements
up to 12 months’
salary plus leave
entitlements.
Kenneth Williams
Non-Executive
Director
Base remuneration:
$70,000 per annum plus superannuation. 1
Director
fees
No fixed
term.
None
Bernadette
Harkin
Non-Executive
Director
Base remuneration:
$70,000 per annum plus superannuation. 1
Director
fees
No fixed
term.
None
Key Management Personnel
Dr Simon Ruffell
Chief Executive
Officer
Base Remuneration:
$332,000 per annum plus superannuation. 1
Short-term incentive:
Discretionary up to 25% of salary each year, is determined with
reference to KPIs as set by the Board annually.
Long-term incentive:
Entitled to receive Options or Performance Rights equal to the
maximum number of Options or Performance Rights granted
to a director of the Company in the same financial year, subject
to shareholder approval and KPIs including the Company’s
share price movement compared with the ASX Small Ordinaries
Resources Index.
Director
fees
Permanent
employee,
no fixed
term.
Either party
may terminate
by providing 6
months’ notice.
Damien Connor
Company
Secretary /CFO
Variable
Services as required
Hourly rate
contract
No fixed
term.
Either party
may terminate
by providing 3
months’ notice.
1 Superannuation rate applicable to the year ended 30 June 2025 was 11.5% per annum. The superannuation rate increases to 12% per annum from 1 July 2025.
2 From 1 July 2025, Mr English’s superannuation contributions will be based on the superannuation guarantee levy rate prescribed by the Superannuation
Guarantee Administration Act 1992 (Cth), being 12% per annum, up to the maximum superannuation contribution base (MSCB).
3 In July 2025, the Remuneration and Nomination Committee undertook a review of staff wages. The review was conducted to ensure that wages are keeping
up with recent CPI and interest rate increases and that wages are not declining in real terms. Consequently, the Board (with Mr English abstaining) approved
a 2.4% per annum increase to Mr English’s TFR (with effect on and from 1 July 2025).
4 In July 2025, the Remuneration and Nomination Committee undertook a review of the long-term incentives of Mr English and Dr Ruffell. The proposed
changes are outlined in section E “Planned Remuneration Changes for FY26”
5 Contract payments are made to Damien Connor Consulting Pty Ltd – an entity associated with Damien Connor. Mr Connor resigned 2 July 2025.
Remuneration Report (audited)
40
H. Share-based remuneration
Unlisted Options (Options)
All Options refer to Options over ordinary shares of the
Company, which are exercisable on a one-for-one basis
under the terms of the agreements.
The Group has established a Performance Rights and Share
Option Plan for the benefit of Directors, officers, senior
executives and consultants. Under the Performance Rights
and Share Option Plan, the Company, through the Board,
may offer Options to eligible persons on such terms that the
Board considers appropriate, including any performance or
other vesting hurdles that may apply.
Options granted to KMP during the
reporting period
During the reporting period 15,000,000 Options, with an
exercise price of $0.534 each and expiring on 30 June
2028 were granted to KMP (30 June 2024: Nil).
Options to KMP exercised during the
reporting period
No Options granted to KMP were exercised during the
reporting period.
Options to KMP forfeited, cancelled, lapsed
or expired during the reporting period
During the reporting period 6,000,000 Options, issued to
KMP with an exercise price of $1.79 each and expiring on
31 May 2025, lapsed in accordance with the terms of which
they were issued.
During the reporting period 9,500,000 Options, issued to
KMP with an exercise price of $1.79 each and expiring on
31 May 2025, expired in accordance with the terms of
which they were issued.
Performance Rights (Rights)
The Company’s Performance Rights and Share Option Plan
provides for the issue of Rights to Directors, employees
and contractors of the Company and its associated body
corporates.
All Rights issued under the Plan refer to Rights over ordinary
shares of the Company, which are exercisable on a one-for-
one basis under the terms of the agreements. Vesting of
Rights is generally subject to the achievement of particular
performance conditions as determined by the Board.
There were no Rights issued during the reporting period
and none are on issue at the reporting date.
Shares
There were no Shares issued as remuneration during year
ended 30 June 2025 (30 June 2024: Nil).
41 | Archer Materials Limited 2025 Annual Report
I. Bonuses included in remuneration
Details of the short-term incentive cash bonuses awarded as remuneration to each key management personnel, the percentage
of the available bonus that was paid in the financial year, and the percentage that was forfeited because the person did not
meet the performance criteria is set out below.
Employee
Included in remuneration ($)
Percentage vested during
the year
Percentage forfeited
during the year
Greg English 1
Executive Chair
$67,381
(inclusive of superannuation)
100%
-
Simon Ruffell 2
Chief Executive Officer
$13,256
(inclusive of superannuation)
100%
-
1 Mr English’s contract of employment provides for a discretionary cash bonus of up to 15% of his salary each year, determined with reference to KPIs set by
the Board annually. The KPI’s subject of the bonus payable for the financial year were determined with reference to satisfaction of performance targets
relating to corporate strategy objectives, funding and stakeholder management.
2 Mr Ruffell’s contract of employment provides for a discretionary cash bonus of up to 25% of his salary each year, determined with reference to KPIs set by
the Board annually. The KPI’s subject of the bonus payable for the financial year were determined with reference to satisfaction of performance targets
relating to key technical and corporate strategy objectives. Mr Ruffell achieved 100% of his performance criteria during the financial year. The bonus was
paid to Mr Ruffell on a pro rata basis to reflect his commencement date as CEO of 27 March 2025.
No other key management personnel were awarded short-term incentive cash bonuses as remuneration during the year
ended 30 June 2025.
J. Other Information
Option Holdings of Key Management Personnel as at 30 June 2025
The number of Options over ordinary shares in the Company held, directly, indirectly, or beneficially, by each specified Director
and other key management personnel, including their personally related entities as at reporting date, is as follows:
2024
Key
Management
Personnel
Held at
1 July 2024
Granted as
Remuneration
Exercised
Forfeited/
Lapsed/
Expired/
Cancelled
Held at
30 June
2025
Vested and
Exercisable at
30 June 2025
Mr English
5,000,000
5,000,000
-
(5,000,000)
5,000,000
5,000,000
Mr Williams
1,500,000
3,000,000
-
(1,500,000)
3,000,000
3,000,000
Ms Harkin
1,500,000
3,000,000
-
(1,500,000)
3,000,000
3,000,000
Dr Choucair
6,000,000
-
-
(6,000,000)
-
-
Mr Connor
1,500,000
2,000,000
-
(1,500,000)
2,000,000
2,000,000
Dr Ruffell
-
2,000,000
-
-
2,000,000
-
Total
15,500,000
15,000,000
-
(15,500,000)
15,000,000
13,000,000
Remuneration Report (audited)
42
J. Other Information (cont.)
Performance Rights Holdings of Key Management Personnel as at 30 June 2025
There were no Rights to acquire shares in the Company held by KMP during the current or prior reporting period.
Share Holdings of Key Management Personnel as at 30 June 2025
The number of ordinary shares of Archer Materials Limited held, directly, indirectly, or beneficially, by each Director and other
key management personnel, including their personally related entities as at reporting date:
2025
Key Management
Personnel
Held at
1 July 2024
Granted as
Compensation
Options
Exercised
Other
Changes
Held at
30 June 2025
Mr English
11,509,852
-
-
-
11,509,852
Mr Williams
-
-
-
-
-
Ms Harkin
-
-
-
-
-
Dr Choucair
3,854,927
-
-
(3,854,927)
-
Mr Connor
943,831
-
-
-
943,831
Total
16,308,610
-
-
(3,854,927)
12,453,683
Shareholdings held at resignation date are shown as “Other Changes”.
Transactions with Key Management Personnel
Transactions with key management personnel and related parties as disclosed below are made on normal commercial terms
and conditions. Outstanding balances are unsecured and are repayable in cash.
Amounts paid or payable to key management personnel and related parties/entities.
Related Party
Relationship to Key Management
Personnel/Director
Services Provided
2025
$
2024
$
Piper Alderman Lawyers
A business of which Greg English
is a Consultant.
Legal advice
$33,777
$9,271
Damien Connor
Consulting Pty Ltd
A business of which Damien Connor
is a Director.
Finance/ Co. Secretary
consulting fees.
$208,687
$237,563
End of Audited Remuneration Report
43 | Archer Materials Limited 2025 Annual Report
Unissued Shares Under Option
Unissued ordinary shares of Archer Materials Limited under option at the date of this report are:
Issued to
Issue Date
Grant Date
Number of
Options Granted
Option
Exercise Price
Expiry Date
Directors 1
20/11/2024
20/11/2024
11,000,000
$0.534
30/06/2028
CEO 1
20/11/2024
20/11/2024
2,000,000
$0.534
30/06/2028
Company Secretary 1
20/11/2024
20/11/2024
2,000,000
$0.534
30/06/2028
Other Employees
20/11/2024
20/11/2024
2,250,000
$0.534
30/06/2028
17,250,000
1 Issued to members of key management personnel as remuneration.
All Options are unlisted and exercisable into fully paid ordinary shares in the Company on a one for one basis. These Options
do not entitle the holders to participate in any share issue of the Company.
Refer Note 21 for details of movement in Options during the reporting period. No Options over ordinary shares have been
issued, forfeited, cancelled or lapsed since the end of the reporting period.
Performance Rights (Rights)
There were no Rights on issue during the reporting period or as at the date of this report.
Environmental Issues
The Group’s operations are subject to significant environmental regulations under the laws of the Commonwealth and/or
State. No notice of any breach has been received and to the best of the Directors’ knowledge no breach of any environmental
regulations has occurred during the financial year or up to the date of this Annual Report.
Indemnity and insurance of officers
The Company’s Constitution provides that the Company indemnifies, on a full indemnity basis and to the full extent permitted
by law, officers of the Company for all losses or liabilities incurred by the person as an officer of the Company or a related body
corporate. In conformity with the Constitution, the Company is party to Deeds of Indemnity in favour of each of the Directors
referred to in this report who held office during the year.
The Company has paid premiums to insure each of the Directors, Officers and Consultants against liabilities for costs and
expenses incurred by them in defending any legal proceedings arising out of their conduct while acting in the capacity of
Director or Executive of the Company, other than conduct involving wilful breach of duty or a lack of good faith in relation to
the Company. The policy does not specify the individual premium for each officer covered and the amount paid is confidential.
Since the end of the year the Company has paid, or agreed to pay, premiums in respect of such contracts for the year ending 30
June 2025.
44
44
Indemnity and insurance of auditor
The Company has not, during or since the end of the financial period, indemnified or agreed to indemnify the auditor of the
Company or any related entity against a liability incurred by the auditor.
During the financial period, the Company has not paid a premium in respect of a contract to insure the auditor of the Company
or any related entity.
Non-audit services
Details of the amounts paid or payable to the auditor (Grant Thornton) for services they provided during the financial year are
outlined in Note 7 to the financial statements. No non-audit services were provided by the auditor during the year.
Proceedings on behalf of the company
As far as the Directors’ are aware, no person has applied to the Court for leave to bring proceedings on behalf of the Company
or to intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the
Company for all or any part of those proceedings. The Company was not a party to any such proceedings during the year.
Corporate Governance
The Board has adopted the ASX Corporate Governance Council’s “Corporate Governance Principles and Recommendations
– 4th Edition” (ASX Recommendations). The Board continually monitors and reviews its existing and required policies, charters
and procedures with a view to ensuring its compliance with the ASX Recommendations to the extent deemed appropriate for
the size of the Company and the status of its projects and activities. Good corporate governance practices are also supported
by the ongoing activities of the Audit & Risk Management Committee and the Remuneration and Nomination Committee.
The Company’s Corporate Governance Statement for the financial year ending 30 June 2025 is dated 28 August 2025 and
was approved by the Board on 28th August 2025.
The Corporate Governance Statement provides a summary of the Company’s ongoing corporate governance practices in
accordance with the ASX Recommendations. The Corporate Governance Statement is supported by a number of policies,
procedures, code of conduct and formal charters, all of which are located in the Corporate Governance section of the
Company’s website: www.archerx.com.au.
Auditor’s Declaration
The auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 45
and forms part of the director’s report for the financial year ended 30 June 2025.
This report is signed in accordance with a resolution of the Board of Directors.
Greg English
Chair
Dated this 28th day of August 2025
45 | Archer Materials Limited 2025 Annual Report
Grant Thornton Audit Pty Ltd
Grant Thornton House
Level 3
170 Frome Street
Adelaide SA 5000
GPO Box 1270
Adelaide SA 5001
T +61 8 8372 6666
Auditor’s Independence Declaration
To the Directors of Archer Materials Limited
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit
of Archer Materials Limited (the Company) and of the group companies (the Group) for the year ended June 30,
2025, I declare that, to the best of my knowledge and belief, there have been:
a
no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the
audit; and
b
no contraventions of any applicable code of professional conduct in relation to the audit.
GRANT THORNTON AUDIT PTY LTD
Chartered Accountants
J L Humphrey
Partner – Audit & Assurance
Adelaide, 28 August 2025
www.grantthornton.com.au
ACN-130 913 594
Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389.
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or
refers to one or more member firms, as the context requires. Grant Thornton Australia Limited is a member firm of Grant Thornton International Ltd (GTIL).
GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member
firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one
another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127
556 389 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards
Legislation.
Financial Information
46
47 | Archer Materials Limited 2025 Annual Report
Financial Information
48
Notes
CONSOLIDATED GROUP
2025
$
2024
$
INCOME
Research and development tax concession
2,055,447
2,135,936
Interest income
4
743,288
941,147
TOTAL INCOME
2,798,735
3,077,083
EXPENSES
Depreciation expense
(133,445)
(154,523)
Amortisation of intangible assets
13
(40,419)
(27,171)
Quantum and biochip technology research expenditure
(4,791,577)
(4,524,190)
Employee benefits expense
(1,393,439)
(1,257,843)
Share based payments expense
21
(1,889,842)
(603,093)
Fair value loss on financial assets
11
(455,227)
(307,620)
Corporate consultants and public relations expense
(474,507)
(459,321)
ASX listing and share registry expense
(147,014)
(145,610)
Other expenses
(445,271)
(400,862)
Total expenses
(9,770,741)
(7,880,233)
LOSS BEFORE INCOME TAX EXPENSE
(6,972,006)
(4,803,150)
Income tax expense
5
-
-
LOSS AFTER INCOME TAX EXPENSE FOR THE YEAR
(6,972,006)
(4,803,150)
Other comprehensive income
-
-
TOTAL COMPREHENSIVE LOSS FOR THE YEAR
(6,972,006)
(4,803,150)
Cents
Cents
Basic earnings per share
19
(2.74)
(1.88)
Diluted earnings per share
19
(2.74)
(1.88)
Statement of Profit or Loss and Other Comprehensive Income For the year ended 30 June 2025
The financial statements should be read in conjunction with the accompanying notes.
49 | Archer Materials Limited 2025 Annual Report
Notes
CONSOLIDATED GROUP
2025
$
2024
$
ASSETS
CURRENT ASSETS
Cash and cash equivalents
8
2,661,950
2,838,675
Term deposits - short term
9
11,082,750
15,371,145
Trade and other receivables
10
2,375,647
2,575,930
Other financial assets
11
73,100
567,259
Prepayments
475,960
761,236
TOTAL CURRENT ASSETS
16,669,407
22,114,245
NON-CURRENT ASSETS
Intangible assets
13
669,227
502,754
Property, plant and equipment
116,571
163,931
Right of use assets
14
14,973
109,309
TOTAL NON-CURRENT ASSETS
800,771
775,994
TOTAL ASSETS
17,470,178
22,890,239
CURRENT LIABILITIES
Trade and other payables
15
408,323
614,090
Lease liabilities
16
14,974
94,335
Employee entitlements
17
290,846
342,237
TOTAL CURRENT LIABILITIES
714,143
1,050,662
NON-CURRENT LIABILITIES
Lease liabilities
16
-
14,974
Employee entitlements
17
38,019
24,423
TOTAL NON-CURRENT LIABILITIES
38,019
39,397
TOTAL LIABILITIES
752,162
1,090,059
NET ASSETS
16,718,016
21,800,180
EQUITY
Issued capital
18
47,799,119
47,799,119
Reserves
20
1,889,842
14,219,548
Accumulated losses
(32,970,945)
(40,218,487)
TOTAL EQUITY
16,718,016
21,800,180
Statement of financial position As at 30 June 2025
The financial statements should be read in conjunction with the accompanying notes.
Financial Information
50
Issued
Capital
$
Share Based
Payments
Reserve
$
Accumulated
losses
$
Total
equity
$
BALANCE AT 1 JULY 2023
47,799,119
15,371,834
(37,170,716)
26,000,237
Loss after income tax expense for the year
-
-
(4,803,150)
(4,803,150)
Other comprehensive income for the year, net of tax
-
-
-
-
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
-
-
(4,803,150)
(4,803,150)
Transactions with owners in their capacity as owners:
Expense associated with unlisted option vesting during the
period (note 21)
-
603,093
-
603,093
Transfer of lapsed or exercised share-based payments to
retained earnings
-
(1,755,379)
1,755,379
-
BALANCE AT 30 JUNE 2024
47,799,119
14,219,548
(40,218,487)
21,800,180
Issued
Capital
$
Share Based
Payments
Reserve
$
Accumulated
losses
$
Total
equity
$
BALANCE AT 1 JULY 2024
47,799,119
14,219,548
(40,218,487)
21,800,180
Loss after income tax expense for the year
-
-
(6,972,006)
(6,972,006)
Other comprehensive income for the year, net of tax
-
-
-
-
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
-
-
(6,972,006)
(6,972,006)
Transactions with owners in their capacity as owners:
Expense associated with unlisted option vesting during the
period (note 21)
-
1,889,842
-
1,889,842
Transfer of lapsed share-based payments to retained earnings
-
(14,219,548)
14,219,548
-
BALANCE AT 30 JUNE 2025
47,799,119
1,889,842
(32,970,945)
16,718,016
Statement of changes in equity For the year ended 30 June 2025
The financial statements should be read in conjunction with the accompanying notes.
51 | Archer Materials Limited 2025 Annual Report
Statement of cash flows For the year ended 30 June 2025
Notes
CONSOLIDATED GROUP
2025
$
2024
$
CASH FLOWS FROM OPERATING ACTIVITIES
Payments to suppliers and employees
(2,348,928)
(2,825,325)
Payments for quantum and biochip technology research activities
(4,850,786)
(4,524,190)
Interest received
822,551
1,098,763
Research and development tax concession received
2,189,556
1,455,936
NET CASH USED IN OPERATING ACTIVITIES
22
(4,187,607)
(4,794,816)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from redemption of short term deposits
4,288,395
7,174,000
Payments for intellectual property
13
(206,892)
(80,642)
Payments for property, plant and equipment
(6,286)
(116,365)
Proceeds from sale of property, plant and equipment
8,636
-
Proceeds from sale of financial assets
38,932
-
Payments for bonds
(15,605)
-
NET CASH FROM INVESTING ACTIVITIES
4,107,180
6,976,993
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of lease liability
(96,298)
(115,819)
NET CASH USED IN FINANCING ACTIVITIES
(96,298)
(115,819)
Net increase/(decrease) in cash and cash equivalents
(176,725)
2,066,358
Cash and cash equivalents at the beginning of the financial year
2,838,675
772,317
CASH AND CASH EQUIVALENTS AT THE END OF THE FINANCIAL YEAR
8
2,661,950
2,838,675
The financial statements should be read in conjunction with the accompanying notes.
Financial Information
52
Basis of preparation
The financial report is a general-purpose financial report that
has been prepared in accordance with Australian Accounting
Standards, Australian Accounting Interpretations, other
authoritative pronouncements of the Australian Accounting
Standards Board (AASB) and the Corporations Act 2001.
Archer Materials Limited is a for profit entity for the purposes of
preparing the financial statements. The financial report has been
presented in Australian dollars.
Australian Accounting Standards set out accounting policies
that the AASB has concluded would result in a financial report
containing relevant and reliable information about transactions,
events and conditions to which they apply. Compliance with
Australian Accounting Standards ensures that the financial
statements and notes also comply with International Financial
Reporting Standards. Material accounting policies adopted in the
preparation of this financial report are presented below. They
have been consistently applied unless otherwise stated.
The financial report has been prepared on an accruals basis and
is based on historical cost modified, where applicable, by the
measurement of selected non-current assets, financial assets and
financial liabilities.
The principal accounting policies adopted in the above
preparation of the financial statements are set out below.
Principles of Consolidation
The parent entity 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. A list of controlled entities is contained in note 12
to the financial statements.
As at reporting date, the assets and liabilities of controlled
entities have been incorporated into the consolidated financial
statements as well as their results for the year then ended. Where
controlled entities have entered (left) the consolidated group
during the year, their operating results have been included/
(excluded) from the date control was obtained/(ceased).
All inter-group balances and transactions between entities in the
consolidated group, including any recognised profits or losses,
have been eliminated on consolidation. Accounting policies of
subsidiaries have been changed, where necessary, to ensure
consistency with those adopted by the parent entity.
Current and non-current classification
Assets and liabilities are presented in the statement of financial
position based on current and non-current classification.
An asset is classified as current when: it is either expected to be
realised or intended to be sold or consumed in the consolidated
entity’s normal operating cycle; it is held primarily for the purpose
of trading; it is expected to be realised within 12 months after the
reporting period; or the asset is cash or cash equivalent unless
restricted from being exchanged or used to settle a liability for
at least 12 months after the reporting period. All other assets are
classified as non-current.
A liability is classified as current when: it is either expected to be
settled in the consolidated entity’s normal operating cycle; it is
held primarily for the purpose of trading; it is due to be settled
within 12 months after the reporting period; or there is no right
at the end of the reporting period to defer the settlement of the
liability for at least 12 months after the reporting period. All other
liabilities are classified as non-current.
Cash and cash equivalents
Cash and cash equivalents includes cash on hand, deposits held
at call with financial institutions, other short-term, highly liquid
investments with original maturities of three months or less that
are readily convertible to known amounts of cash and which
are subject to an insignificant risk of changes in value. For the
statement of cash flows presentation purposes, cash and cash
equivalents also includes bank overdrafts, which if applicable, will
be shown within borrowings in current liabilities on the statement
of financial position.
Property, plant and equipment
Property, plant and equipment is carried at cost less where
applicable, accumulated depreciation and impairment losses.
The carrying amount of property, plant and equipment is
reviewed annually by Directors to ensure it is not in excess of the
recoverable amount from these assets. The recoverable amount
is assessed on the basis of the expected net cash flows that
will be received from the assets employment and subsequent
disposal. The expected net cash flows have been discounted to
their present values in determining recoverable amounts.
Subsequent costs are included in the asset’s carrying amount or
recognised as a separate asset, as appropriate, only when it is
probable that future economic benefits associated with the item
will flow to the Group and the cost of the item can be measured
reliably.
All other repairs and maintenance are charged to the statement of
profit or loss during the financial period in which they are incurred.
Depreciation
The depreciable amount of all fixed assets is depreciated on
a straight-line basis over their useful lives to the consolidated
entity commencing from the time the asset is held ready for use.
Leasehold improvements are depreciated over the shorter of
either the unexpired period of the lease or the estimated useful
lives of the improvements.
The depreciation rates used for each class of depreciable assets are:
Class of
Non-Current Asset
Depreciation
Rate
Basis of
Depreciation
Plant and Equipment
10 – 33%
Straight Line
Leasehold
improvements
2.5%
Straight Line
NOTE 1 – STATEMENT OF MATERIAL ACCOUNTING POLICIES
Notes to the financial statements 30 June 2025
53 | Archer Materials Limited 2025 Annual Report
The assets’ residual values and useful lives are reviewed, and
adjusted if appropriate, at each reporting date. An asset’s
carrying amount is written down immediately to its recoverable
amount if the asset’s carrying amount is greater than its
estimated recoverable amount.
Gains and losses on disposals are determined by comparing
proceeds with the carrying amount. These gains and losses
are included in the Statement of Profit or Loss.
Intangible assets
Intangible assets acquired separately are measured on initial
recognition at cost. The cost of intangible assets acquired in a
business combination is their fair value at the date of acquisition.
Following initial recognition, intangible assets are carried at cost
less any accumulated amortisation and accumulated impairment
losses. Internally generated intangibles, excluding capitalised
development costs, are not capitalised and the related
expenditure is reflected in profit or loss in the period in which
the expenditure is incurred.
The useful lives of intangible assets are assessed as either finite
or indefinite.
Intangible assets with infinite lives are amortised over the
useful economic life and assessed for impairment whenever
there is an indication that the intangible asset may be impaired.
The amortisation period and the amortisation method for an
intangible asset with a finite useful life are reviewed at least at
the end of each reporting period.
Changes in the expected useful life or the expected pattern of
consumption of future economic benefits embodied in the asset
are considered to modify the amortisation period or method, as
appropriate, and treated as changes in accounting estimates.
The amortisation expense on intangible assets with finite lives
is recognised in the statement of profit or loss in the expense
category that is consistent with the function of the intangible
assets.
Intangible assets with indefinite useful lives are not amortised,
but are tested for impairment annually either individually at the
cash-generating unit level. The assessment of indefinite life
is reviewed annually to determine whether the indefinite life
continues to be supportable. If not, the change in useful life from
indefinite to finite is made on a prospective basis.
An intangible asset is derecognised upon disposal (i.e., at the
date the recipient obtains control) future economic benefits are
expected from its use or disposal. Any gain or loss arising upon
derecognition of the asset (calculated as the difference between
the net disposal proceeds and the carrying amount of the asset)
is included in the statement of profit or loss.
Research and development costs
Research costs expensed as incurred and included in the
statement of profit or loss as quantum and biochip technology
research expenditure. Development expenditures on an
individual project are recognised as an intangible asset only
when the Group can demonstrate:
> The technical feasibility of completing the intangible asset
so that the asset will be available for use or sale
> Its intention to complete and its ability and intention to use
> How the asset will generate future economic benefits
> The availability of resources to complete the asset
> The ability to measure reliably the expenditure during
development
Following initial recognition of the development expenditure
as an asset, the asset is carried at cost less any accumulated
amortisation and accumulated impairment losses. Amortisation
of the asset begins when development is complete, and the asset
is available for use. It is amortised over the period of expected
future benefit Amortisation is recorded in cost of sales, During
the period of development, the asset is tested for impairment
annually.
Patents and licences
The Group has made payments in respect of patents and
licences and also pays for on-going patent prosecution costs.
The Licences have been granted for patents which undergoing
prosecution by the relevant government agencies and the
Company also owns a patent undergoing prosecution.
Patents have a life of up to 20 years and are assessed on a
case by case basis. Licences for the use of intellectual property
are granted for periods ranging between three and five years
depending on the specific licences. The licences require an
annual fee to be paid to continue to access the licenses which is
expensed. As a result, those licences are assessed as having a
finite useful life.
A summary of the policies applied to the Group’s intangible
assets is, as follows:
Useful lives
Licences
Finite (5 years)
Patents
Finite (20 years)
Amortisation method
used
Amortised on
a straight-line
basis over the
period of the
licence
Amortised on
a straight-line
basis over the
period of the
patent
Internally
generated or acquired
Acquired
Acquired
Trade and other payables
These amounts represent liabilities for goods and services
provided to the consolidated entity prior to the end of the financial
year and which are unpaid. Due to their short-term nature they are
measured at amortised cost and are not discounted. The amounts
are unsecured and are usually paid within 30 days of recognition.
NOTE 1 – STATEMENT OF MATERIAL ACCOUNTING POLICIES (continued)
Financial Information
54
Provisions
Provisions are recognised when the Group has a present legal or
constructive obligation as a result of a past events, for which it is
probable that an outflow of economic benefits will result and that
outflow can be reliably measured.
Employee benefits
Provision is made for the Company’s liability for employee benefits
arising from services rendered by employees to reporting date.
Employee benefits that are expected to be settled wholly within
one year have been measured at the amounts expected to be
paid when the liability is settled, plus related on-costs. Employee
benefits payable later than one year have been measured at the
present value of the estimated future cash outflows to be made
for these benefits. Those cashflows are discounted using market
yields on high quality corporation bonds with terms to maturity that
match the expected timing of cashflows.
Share-based payments
Equity-settled transactions
The Company provides benefits to employees (including
directors) in the form of share-based payment transactions,
whereby employees render services in exchange for shares or
rights over shares (‘equity-settled transactions’).
The Company currently provides benefits under a Performance
Rights and Share Option Plan.
The cost of these equity-settled transactions with employees and
directors is measured by reference to the fair value at the date at
which they are granted.
In valuing equity-settled transactions, no account is taken of
any performance conditions. other than conditions linked to the
price of the shares of the Company (‘market conditions’). The
cost of equity—settled transactions is recognised, together with
a corresponding increase in equity, over the period in which
the performance conditions are fulfilled, ending on the date on
which the relevant employees become fully entitled to the award
(‘vesting date’).
The cumulative expense recognised for equity-settled
transactions at each reporting date until vesting date reflects:
(i) the extent to which the vesting period has expired; and
(ii) the number of awards that in the opinion of the directors, will
ultimately vest. This opinion is formed based on the best
available information at reporting date. No adjustment
is made for the likelihood of market performance conditions
being met as the effect of these conditions is included in the
determination of fair value at grant date.
No expense is recognised for awards that do not ultimately vest,
except for awards where vesting is conditional upon a market
condition.
Where the terms of an equity-settled award are modified, as a
minimum an expense is recognised as if the terms had not been
modified. In addition, an expense is recognised for any increase
in the value of the transaction as a result of the modification, as
measured at the date of modification. Where an equity-settled
award is cancelled, it is treated as if it had vested on the date of
cancellation. and any expense not yet recognised for the award
is recognised immediately.
However, if a new award is substituted for the cancelled award,
and designated as a replacement award on the date that it is
granted, the cancelled and new award are treated as if they were
a modification of the original award, as described in the previous
paragraph.
The dilutive effect, if any, of outstanding Options and Rights
is reflected as additional share dilution in the computation of
earnings per share.
Issued capital
Ordinary shares are classified as equity. Incremental costs directly
attributable to the issue of new shares or Options are shown in
equity as a deduction, net of tax, from the proceeds.
Leases
The Group assesses at contract inception whether a contract
is, or contains, a lease. That is, if the contract conveys the right
to control the use of an identified asset for a period of time in
exchange for consideration.
Group as a lessee
The Group applies a single recognition and measurement
approach for all leases, except for short-term leases and leases of
low-value assets. The Group recognises lease liabilities to make
lease payments and right-of-use assets representing the right to
use the underlying assets.
i) Right-of-use assets
The Group recognises right-of-use assets at the commencement
date of a lease (i.e., the date the underlying asset is available
for use). The right-of-use asset is measured at cost, less any
accumulated depreciation and impairment losses, and adjusted
for any remeasurement of lease liabilities. The cost of right-of-use
of assets includes the amount of the lease liabilities recognised,
initial direct costs incurred, and lease payments made at or before
the commencement date less any lease incentives received.
Right-of-use assets are depreciated on a straight-line basis over
the shorter of the lease term and the estimated useful lives of the
asset.
ii) Lease liabilities
At the commencement date of the lease. the Group recognises
lease liabilities measured at the present value of lease payments
to be made over the lease term. The lease payments include fixed
payments (including in-substance fixed payments) less any lease
incentives receivable.
In calculating the present value of lease payments, the Group
uses its incremental borrowing rate at the lease commencement
date because the interest rate implicit in the lease is not readily
determinable. After the commencement date, the amount of
lease liabilities is increased to reflect the accretion of interest and
reduced for the lease payments made.
In addition, the carrying amount of lease liabilities is remeasured
if there is a modification, a change in the lease payments (eg.
changes to future payments resulting from a change in an index
or a rate used to determine such lease payments) or a change in
the assessment of an option to purchase the underlying asset.
NOTE 1 – STATEMENT OF MATERIAL ACCOUNTING POLICIES (continued)
Notes to the financial statements 30 June 2025
55 | Archer Materials Limited 2025 Annual Report
Financial instruments - initial recognition and subsequent
measurement
A financial instrument is any contract that gives rise to a financial
asset of one entity and a financial liability or equity instrument of
another entity.
i) Financial assets
Initial recognition and measurement
Financial assets are classified, at initial recognition, as
subsequently measured at amortised cost, fair value through
other comprehensive income (OCI), and fair value through profit
or loss.
The classification of financial assets at initial recognition depends
on the financial asset’s contractual cash flow characteristics
and the Group’s business model for managing them. With the
exception of trade receivables that do not contain a significant
financing component for which the Group has applied the
practice expedient, the Group initially measures a financial asset
at its fair value plus, in the case of a financial asset not at fair value
through profit or loss, transaction costs. Trade receivables that
do not contain a significant financing component for which the
Group has applied the practical expedient are measured at the
transaction price determined under AASB 15.
In order for a financial asset to be classified and measured at
amortised cost or fair value through OCI, it needs to give rise
to cash flows that are ‘solely payments of principal and interest
(SPPI)’ on the principal amount outstanding. This assessment is
referred to as the SPPI test and is performed at an instrument
level.
The Group’s business model for managing financial assets refers
to how it manages its financial assets in order to generate cash
flows. The business model determines whether cash flows will
result from collecting contractual cash flows, selling the financial
assets, or both.
Purchases or sales of financial assets that require delivery of
assets within a time frame established by regulation or convention
in the market place (regular way trades) are recognised on the
trade date, i.e., the date that the Group commits to purchase or
sell the asset.
Subsequent measurement
For purposes of subsequent measurement, financial assets are
classified in four categories:
> Financial assets at amortised cost (debt instruments)
> Financial assets at fair value through OCI with recycling of
cumulative gains and losses (debt instruments)
> Financial assets designated at fair value through OCI with
no recycling of cumulative gains and losses upon
derecognition (equity instruments)
> Financial assets at fair value through profit or loss
Financial assets at amortised cost (debt instruments)
This category is the most relevant to the Group. The Group
measures financial assets at amortised cost if both of the
following conditions are met:
> The financial asset is held within a business model with the
objective to hold financial assets in order to collect
contractual cash flows; and
> The contractual terms of the financial asset give rise on
specified dates to cash flows that are solely payments of
principal and interest on the principal amount outstanding
Financial assets at amortised cost are subsequently measured
using the effective interest rate (EIR) method and are subject
to impairment. Gains and Osses are recognised in profit or loss
when the asset is derecognised, modified or impaired.
Derecognition
A financial asset (or, where applicable, a part of a financial
asset or a part of a group of similar financial assets) is primarily
derecognised (i.e., removed from the Group’s consolidated
statement of financial position) when:
> The rights to receive cash flows from the asset have expired;
> The Group has transferred its rights to receive cash flows
from the asset or has assumed an obligation to pay the
received cash flows in full without material delay to a third
party under a ‘pass-through’ arrangement; and either (a) the
Group has transferred substantially all the risks and rewards
of the asset or (b) the Group has neither transferred nor
retained substantially all the risks and rewards of the asset,
but has transferred control of the asset.
When the Group has transferred its rights to receive cash flows
from an asset or has entered into a pass-through arrangement,
it evaluates if, and to what extent, it has retained the risks and
rewards of ownership. When it has neither transferred nor
retained substantially all of the risks and rewards of the asset, nor
transferred control of the asset, the Group continues to recognise
tine transferred asset to the extent of its continuing involvement.
In that case, the Group also recognises an associated liability. The
transferred asset and the associated liability are measured on a
basis that reflects the rights and obligations that the Group has
retained.
Continuing involvement that takes the form of a guarantee over
the transferred asset is measured at the lower of the original
carrying amount of the asset and the maximum amount of
consideration that the Group could be required to repay.
Financial assets at fair value through profit or loss
Financial assets at fair value through profit carried in the
statement of financial position at fair value with net changes in fair
value recognised in the statement of profit or loss.
This category includes listed equity investments which tine
Group had not irrevocably elected to classify at fair value through
OCI. Dividends on listed equity investments are recognised as
other income in the statement of profit or loss when the right of
payment has been established.
NOTE 1 – STATEMENT OF MATERIAL ACCOUNTING POLICIES (continued)
Financial Information
56
Impairment of financial assets
The Group recognises an allowance for expected credit losses
(ECLs) for al debt instruments not held at fair value through profit
or loss. ECLs are based on the difference between the contractual
cash flows due in accordance with the contract and all the
cash flows that the Group expects to receive, discounted at an
approximation of the original effective interest rate.
The expected cash flows will include cash flows from the sale of
collateral held or other credit enhancements that are integral to
the contractual terms.
ECLs are recognised in two stages. For credit exposures for
which there has not been a significant increase in credit risk since
initial recognition, ECLs are provided for credit losses that result
from default events that are possible within the next 12-months
(a 12-month ECL). For those credit exposures for which there has
been a significant increase in credit risk since initial recognition,
a loss allowance is required for credit losses expected over the
remaining life of the exposure, irrespective of the timing of the
default (a lifetime ECL).
For trade receivables and contract assets, the Group applies a
simplified approach in calculating ECLs. Therefore, the Group
does not track changes in credit risk but instead recognises a
loss allowance based on lifetime ECLs at each reporting date.
The Group has established a provision matrix that is based on
its historical credit loss experience, adjusted for forward-looking
factors specific to the debtors and the economic environment.
The Group considers a financial asset in default when contractual
payments are 90 days past due. However, in certain cases,
the Group may also consider a financial asset to be in default
when internal or external information indicates that the Group
is unlikely to receive the outstanding contractual amounts in full
before taking into account any credit enhancements held by the
Group. A financial asset is written off when there is no reasonable
expectation of recovering the contractual cash flows.
i) Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial
liabilities at fair value through profit loss, loans and borrowings,
payables, or as derivatives designated as hedging instruments in
an effective hedge, as appropriate.
All financial liabilities are recognised initially at fair value and, in
the case of loans and borrowings and payables, net of directly
attributable transaction costs.
The Group’s financial liabilities include trade and other payables,
loans and borrowings including bank overdrafts, and derivative
financial instruments.
Subsequent measurement
The measurement of financial liabilities depends on their
classification, as described below:
Derecognition
A financial liability is derecognised when the obligation under the
liability is discharged or cancelled or expires. When an existing
financial liability is replaced by another from the same lender on
substantially different terms, or the terms of an existing liability
are substantially modified, such an exchange or modification
is treated as the derecognition of the original liability and the
recognition of a new liability. The difference in the respective
carrying amounts is recognised in the statement of profit or loss.
Impairment of non-financial assets
At each reporting date, the Group reviews the carrying values of
its tangible and intangible assets to determine whether there is
any indication that those assets have been impaired. If such an
indication exists, the recoverable amount of the asset, being the
higher of the asset’s fair value less costs to dispose and value in
use, is compared to the asset’s carrying value. Any excess of the
asset’s carrying value over its recoverable amount is expensed to
the Statement of Profit or Loss.
Where it is not possible to estimate the recoverable amount of an
individual asset, the Group estimates the recoverable amount of
the cash-generating unit to which the asset belongs.
Income Tax
The income tax expense/(revenue) for the year comprises current
income tax expense/(income) and deferred tax expense/(income).
Current income tax expense charged to the profit or loss is the tax
payable on taxable income calculated using applicable income
tax rates enacted, or substantially enacted, as at reporting date.
Current tax liabilities/(assets) are therefore measured at the
amounts expected to be paid to/(recovered from) the relevant
taxation authority.
Deferred income tax expense reflects movements in deferred tax
asset and deferred tax liability balances during the year as well
as unused tax losses. Current and deferred income tax expense/
(income) is charged credited directly to equity instead of the profit
or loss when the tax relates to items that are credited or charged
directly to equity.
Deferred tax assets and liabilities are ascertained based
on temporary differences arising between the tax bases of
assets and liabilities and their carrying amounts in the financial
statements. Deferred tax assets also result where amounts have
been fully expensed but future tax deductions are available. No
deferred income tax will be recognised from the initial recognition
of an asset or liability, excluding a business combination, where
there is no effect on accounting or taxable profit or loss.
Deferred tax assets and liabilities are calculated at the tax
rates that are expected to apply to the period when the asset
recognised or the liability is settled, based on tax rates enacted
or substantively enacted at reporting date. Their measurement
also reflects the manner in which management expects to recover
settle the carrying amount of the related asset liability.
Deferred tax assets relating to temporary differences and unused
tax losses are recognised only to the extent that it is probable that
future taxable profit will be available against which the benefits of
the deferred tax asset can be utilised.
NOTE 1 – STATEMENT OF MATERIAL ACCOUNTING POLICIES (continued)
Notes to the financial statements 30 June 2025
57 | Archer Materials Limited 2025 Annual Report
NOTE 1 – STATEMENT OF MATERIAL ACCOUNTING POLICIES (continued)
Where temporary differences exist in relation to investments in
subsidiaries, branches, associates, and joint ventures, deferred
tax assets and liabilities are not recognised where the timing of
the reversal of the temporary difference can be controlled and it is
not probable that the reversal will occur in the foreseeable future.
Current tax assets and liabilities are offset where a legally
enforceable right of set-off exists and it is intended that net
settlement and settlement of the respective asset are liability
will occur. Deferred tax assets and liabilities are offset where a
legally enforceable right of set-off exists, the deferred tax assets
and liabilities relate to income taxes levied by the same taxation
authority on either the same taxable entity or different taxable
entities where it is intended that net settlement or simultaneous
realisation and settlement of the respective asset and liability will
occur in future periods in which significant amounts of deferred
tax assets or liabilities are expected to be recovered or settled.
Tax Consolidation
Archer Materials Limited and its wholly-owned Australian
subsidiaries have formed an income tax consolidated group under
tax consolidation legislation. The Group notified the Australian
Tax Office that it had formed an income tax consolidated group to
apply from 1 July 2007.
Research and Development Tax Concession
To the extent that research and development costs are eligible
activities under the “Research and development tax incentive”
programme, a refundable tax offset is available for companies
with annual turnover of less than $20 million. The Group
recognises refundable tax offsets received in the financial year as
R&D tax concession income in statement of profit loss, resulting
from the monetisation of available tax losses that otherwise would
have been carried forward. These amounts are recognised at
their fair value only to the extent that where there is reasonable
assurance that the incentive will be received.
Revenue
Interest revenue is recognised on a proportional basis taking into
account the interest rates applicable to the financial assets.
Revenue from the rendering of a service is recognised upon the
delivery of the service to the customers. All revenue is stated net
of the amount of goods and services tax (GST).
Goods and Services Tax (‘GST’) and other similar taxes
Revenues, expenses and assets are recognised net of the
amount of associated GST, except where the amount of GST
incurred is not recoverable from the Australian Tax Office. In these
circumstances, the GST is recognised as part of the cost of the
acquisition of the asset or as part of the expense. Receivables and
payables in the statement of financial position are shown inclusive
of GST. The net amount of GST recoverable from, or payable to,
the Australian Tax Office is included in other receivables or other
payables in the statement of financial position.
Cash flows are presented in the statement of cash flows on
a gross basis, except for the GST components of investing or
financing activities which are disclosed as operating cash flows.
Commitments and contingencies are disclosed net of the amount
of GST recoverable from, or payable to, the Australian Tax Office.
Principles of consolidation
The consolidated financial statements incorporate the assets
and liabilities of all subsidiaries of Archer Materials Limited
(‘company’ or ‘parent entity’) as at 30 June 2025 and the results of
all subsidiaries for the year then ended. Archer Materials Limited
and its subsidiaries together are referred to in these financial
statements as the ‘consolidated entity’.
Subsidiaries are all those entities over which the consolidated
entity has control. The consolidated entity controls an entity when
the consolidated entity is exposed to, or has rights to, variable
returns from its involvement with the entity and has the ability to
affect those returns through its power to direct the activities of the
entity.
Subsidiaries are fully consolidated from the date on which control
is transferred to the consolidated entity. They are de-consolidated
from the date that control ceases.
Intercompany transactions, balances and unrealised gains on
transactions between entities in the consolidated entity are
eliminated. Unrealised losses are also eliminated unless the
transaction provides evidence of the impairment of the asset
transferred.
Accounting policies of subsidiaries have been changed where
necessary to ensure consistency with the policies adopted by the
consolidated entity.
Financial Information
58
NOTE 2 – CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
NOTE 3 – OPERATING SEGMENTS
The Directors evaluate estimates and judgments incorporated into the financial report based on historical knowledge and best available
current information. Estimates assume a reasonable expectation of future events and based on current trends and economic data obtained
both externally and within the Group.
The Directors have considered the requirements of AASB 8 - Operating segments and internal reports that are reviewed by the chief
operating decision maker (the Board) in allocating resources have concluded at this time there are no separately identifiable segments.
The group operates in one segment being materials technology research.
Key estimates
i) Impairment
The Company assesses impairment at the end of each
reporting period by evaluating conditions and events specific
to the Company that may be indicative of impairment triggers.
Recoverable amounts of relevant assets are reassessed using fair
value less cost of disposal calculations which incorporate various
key assumptions.
(ii) Research and development (R&D) tax concession
The Group is entitled to claim R&D tax incentives in Australia. The
R&D tax incentive is calculated using the estimated expenditures
multiplied by a 48.5% non-refundable tax offset (as a non-base
rate entity) or otherwise 43.5% (as a base rate entity). It has been
established that the conditions of the R&D incentive have been
met and that the expected amount of the incentive can be reliably
measured. Estimated amounts receivable are recognised as
research and development tax concession income.
Comparative figures
When required by accounting standards, comparative figures
have been adjusted to conform to changes in presentation of the
current financial year.
Adoption of New and Revised Accounting Standards
At the date of authorisation of these financial statements, several
new standards and amendments to existing standards and
interpretation have been published by the AASB.
Management have adopted all relevant pronouncements, as
applicable, 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 as they are not expected to have a material impact on
the Group’s financial statements.
The financial report was authorised for issue on 28 August 2025
by the Board of Directors.
Notes to the financial statements 30 June 2025
59 | Archer Materials Limited 2025 Annual Report
NOTE 4 – OTHER INCOME
30 JUNE
2025
$
30 JUNE
2024
$
Interest income
743,288
941,147
NOTE 5 – INCOME TAX
30 JUNE
2024
$
30 JUNE
2023
$
a) The components of income tax benefit comprise:
Current tax
-
-
b) The prima facie tax on loss from before income tax is reconciled to the income tax as
follows:
-
-
30% (2024: 30%):
-
-
Loss before income tax expense
(6,972,006)
(4,803,150)
Tax at the statutory tax rate of 30%
(2,091,602)
(1,440,945)
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
(Non-assessable income) / Non-deductible expenses
1,184,891
(386,100)
Tax effect of temporary differences not brought to account as they do not meet the
recognition criteria
906,711
1,827,045
Income tax attributable to loss
-
-
Tax losses not recognised
c) Unused tax losses for which no deferred tax asset has been recognised
10,755,833
8,062,817
d) Timing difference for which no deferred tax asset / (liability) has been recognised
276,686
69,540
Financial Information
60
NOTE 6 – KEY MANAGEMENT PERSONNEL COMPENSATION
a) Names and positions held of consolidated entity key management personnel in office at any time during the financial year are:
Mr Greg English
Chair - Executive
Mr Kenneth Williams
Director - Non-executive
Ms Bernadette Harkin
Director - Non-executive
Dr Mohammad Choucair
Chief Executive Officer (resigned 14 October 2024)
Mr Simon Ruffell
Chief Executive Officer (appointed 27 March 2025, previously Chief Technology Officer)
Mr Damien Connor
Chief Financial Officer & Company Secretary (resigned 2 July 2025)
Other than the directors and officers of the company listed above, there are no additional key management personnel.
b) Key Management Personnel Compensation
Refer to the Remuneration Report for details of the remuneration paid or payable to each member of the Group’s Key Management
Personnel (KMP). Detailed disclosures regarding remuneration are found in the Remuneration report contained in the Directors report.
30 JUNE 2025
$
30 JUNE 2024
$
Short term benefits
1,349,165
1,164,842
Post-employment benefit (superannuation)
97,654
95,246
Long term benefits
22,511
-
Share - based payments
1,769,934
1,436,409
3,239,264
2,696,497
NOTE 7 – AUDITOR REMUNERATION
30 JUNE
2025
$
30 JUNE
2024
$
Total fees paid or payable for services provided by Grant Thornton Audit Pty Ltd and its
related practices were as follows:
Audit Services
Audit and review of Financial Reports
75,430
62,000
No non audit services were provided.
NOTE 8 – CASH AND CASH EQUIVALENTS AND TERM DEPOSITS
30 JUNE
2025
$
30 JUNE
2024
$
Current assets
Cash at bank and on hand
2,661,950
2,838,675
NOTE 9 – TERM DEPOSITS - SHORT TERM
30 JUNE
2025
$
30 JUNE
2024
$
Current assets
Term deposits - short term
11,082,750
15,371,145
Notes to the financial statements 30 June 2025
61 | Archer Materials Limited 2025 Annual Report
NOTE 9 – TERM DEPOSITS - SHORT TERM (continued)
For the year ended 30 June 2025, the Group has deposited any funds surplus to immediate requirements in higher yielding short term
deposits. Maturity dates for short term deposits vary between 30 and 365 days at 30 June 2025. The weighted average interest rate on
the short term deposit is 5.0%. Short term bank deposits are able to be converted to available cash with 30 days’ notice. The Group’s
exposure to interest rate risk is summarised at note 25.
NOTE 10 – TRADE AND OTHER RECEIVABLES
30 JUNE
2025
$
30 JUNE
2024
$
Current assets
Research and development tax incentive receivable
1,995,891
2,130,000
Accrued interest receivable - short term deposits
293,373
372,636
Other receivables
86,383
73,294
2,375,647
2,575,930
NOTE 11 – OTHER FINANCIAL ASSETS
30 JUNE
2025
$
30 JUNE
2024
$
Current assets
Listed Investment in Volatus Capital Corp ("Volatus") - shares
73,100
8,952
Listed Investment in ChemX Materials Ltd ("ChemX") - shares
-
555,414
Listed Investment in ChemX Materials Ltd ("ChemX") - options
-
2,893
73,100
567,259
Reconciliation
Reconciliation of the fair values at the beginning and end of the current and previous
financial year are set out below:
Opening fair value
567,259
874,879
Disposals - consideration for sale of listed shares in ChemX
(38,932)
-
Net fair value loss
(455,227)
(307,620)
Closing fair value
73,100
567,259
All financial assets designated at fair value through profit or loss utilise level 1.
ChemX Materials Limited
ChemX Materials Limited (ASX: CMX) was suspended from official quotation on ASX on 16 December 2024 and remained in suspension at
30 June 2025. On 2 January 2025, CMX announced that it had appointed voluntary administrators, as disclosed in their ASX release dated
the same day. As at 30 June 2025 Archer Materials Limited holds 10,397,806 fully paid ordinary shares and 2,892,780 listed options in CMX.
The Company has written down the fair value of its investment at in CMX to zero at 30 June 2025.
Financial assets at fair value through profit or loss
Financial assets not measured at amortised cost or at fair value through other comprehensive income are classified as financial assets at
fair value through profit or loss. Typically, such financial assets will be either: (i) held for trading, where they are acquired for the purpose
of selling in the short-term with an intention of making a profit, or a derivative; or (ii) designated as such upon initial recognition where
permitted. Fair value movements are recognised in profit or loss.
The fair value of listed investments (publicly traded equity securities) is based on quoted market prices at the end of the reporting period (Level 1).
Financial Information
62
NOTE 12 – INVESTMENT IN CONTROLLED ENTITIES
Country of
Incorporation
PERCENTAGE OWNED
2025
%
2024
%
Subsidiaries of Archer Materials Limited:
Carbon Allotropes Pty Limited
Australia
100%
100%
Archer Energy and Resources Pty Ltd
Australia
100%
100%
Archer Metals Pty Ltd
Australia
100%
100%
Archer IOCG Pty Ltd
Australia
100%
100%
NOTE 13 – INTANGIBLES ASSETS
30 JUNE
2025
$
30 JUNE
2024
$
Non-current assets
Patents, licences and trademarks - at cost
781,095
574,204
Less: Accumulated amortisation
(111,868)
(71,450)
669,227
502,754
Reconciliation
Reconciliations of the written down values at the beginning and end of the current financial
year are set out below:
Patents, licences
and trade-marks
$
Balance at 1 July 2024
502,754
Additions
206,892
Amortisation expense
(40,419)
Balance at 30 June 2025
669,227
NOTE 14 – RIGHT-OF-USE ASSETS
30 JUNE
2025
$
30 JUNE
2024
$
Non-current assets
Land and buildings - right-of-use
216,031
247,837
Less: Accumulated depreciation
(201,058)
(138,528)
14,973
109,309
Reconciliation
Reconciliations of the written down values at the beginning and end of the current financial
year are set out below:
Land and
buildings
$
Balance at 1 July 2024
109,309
Depreciation expense
(94,336)
Balance at 30 June 2025
14,973
The Adelaide office lease has been extended for a period of 2 years from 7 May 2024 (expires 31 May 2026). The Sydney office lease ended
31 December 2024. The group has not entered into a new lease contract for Sydney premises and is currently renting office space on a short
term basis. No right of use asset or lease liability has been recognised for the new Sydney office space.
Refer to Note 1 for the accounting policy that applies to lease liabilities and right-of-use assets.
Notes to the financial statements 30 June 2025
63 | Archer Materials Limited 2025 Annual Report
NOTE 15 – TRADE AND OTHER PAYABLES
30 JUNE
2025
$
30 JUNE
2024
$
Current liabilities
Trade payables
228,938
307,393
Other creditors and accruals
179,385
306,697
408,323
614,090
NOTE 16 – LEASE LIABILITIES
30 JUNE
2025
$
30 JUNE
2024
$
Current liabilities
Lease liability
14,974
94,335
Non-current liabilities
Lease liability
-
14,974
14,974
109,309
NOTE 17 – EMPLOYEE ENTITLEMENTS
30 JUNE
2025
$
30 JUNE
2024
$
Current liabilities
Annual leave and other employee provisions
290,846
342,237
Non-current liabilities
Long service leave
38,019
24,423
328,865
366,660
NOTE 18 – ISSUED CAPITAL
a) Shares on issue
2025
Shares
2024
Shares
2025
$
2024
$
Ordinary shares - fully paid
254,847,013
254,847,013
47,799,119
47,799,119
Movements in ordinary share capital
There is no movement in issued capital for the year.
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the company in proportion to the
number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the company does not have a limited
amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have
one vote.
Financial Information
64
NOTE 18 – ISSUED CAPITAL (continued)
b) Options on issue
All options on issue are unlisted options.
Details of the options outstanding as at the end of the year are set out below:
Issued to
Issue Date
Grant Date
Number
of Options
Granted
Option
Exercise
Price
Expiry
Date
Balance at
30 June
2025
Balance at
30 June
2024
Directors, CEO &
Other Employees
02/12/2021
24/11/2021
24,050,000
$1.790
31/03/2025
-
18,700,000
Directors, CEO &
other employees
20/11/2024
20/11/2024
17,250,000
$0.534
30/06/2028
17,250,000
-
41,300,000
17,250,000
18,700,000
All options are unlisted and are exercisable into fully paid ordinary shares in the company on a one for one basis.
Options granted during the year
On 20 November 2024, 17,250,000 unlisted share options were issued to key management personnel and other employees following
shareholder approval at the company’s Annual General Meeting held on 20 November 2024. The Options with an exercise price of $0.534
and expiring 30 June 2028.
The Options were granted at no cost to the recipient and vest as follows:
> 13,000,000 Options issued to Directors and the Company Secretary vested on 1 January 2025; and
> 4,250,000 Options issued to other employees vest 50% on 1 January 2026 and 50% on 1 January 2027
Options exercised during the year
No options were exercised during the year.
Options lapsed/forfeited during the year
18,700,000 unlisted share options with an exercise price of $1.79 and expiring on 31 May 2025, lapsed in accordance with the terms of which
they were issued.
c) Performance rights on issue
There were no performance rights on issue during the reporting period or as at the date of this report.
d) Capital management
Management effectively manages the Group’s capital and capital structure by assessing the Group’s financial risks through regular
monitoring of budgets and forecast cashflows. The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and
market confidence and to sustain future development of the business, including through the issue of shares. The Group’s capital is shown as
issued capital in the statement of financial position. The Group is not subject to any external capital restrictions.
Notes to the financial statements 30 June 2025
65 | Archer Materials Limited 2025 Annual Report
NOTE 19 – LOSS PER SHARE
30 JUNE
2025
$
30 JUNE
2024
$
Earnings per share for loss from continuing operations
Loss after income tax
(6,972,006)
(4,803,150)
Number
Number
Weighted average number of ordinary shares used in calculating basic earnings per share
254,847,013
254,847,013
Weighted average number of ordinary shares used in calculating diluted earnings per share
254,847,013
254,847,013
In accordance with AASB 133 “Earnings per Share” as potential ordinary shares may only
result in a situation where their conversion results in a decrease on profit per share or
increase in loss per share, no dilutive effect has been taken into account.
Cents
Cents
Basic earnings per share
(2.74)
(1.88)
Diluted earnings per share
(2.74)
(1.88)
NOTE 20 – RESERVES
30 JUNE
2025
$
30 JUNE
2024
$
Share-based payments reserve
1,889,842
14,219,548
Movements in reserves
Movements associated with Options during the year:
Share based
payments reserve
$
Balance at 1 July 2024
14,219,548
Granted - expense associated with vesting during the year
1,889,842
Lapsed
(14,219,548)
Balance at 30 June 2025
1,889,842
The share-based payments reserve records items recognised as an expense on the valuation of Options or Rights.
Refer to note 21 for further details regarding the movement in Options issued during the reporting period.
Financial Information
66
NOTE 21 – SHARE BASED PAYMENTS
Unlisted options
30 June 2025
The number of Options and weighted average exercise prices are as follows for the reporting period presented:
Number of
options
2025
Weighted average
exercise price
2025
Outstanding at the beginning of the financial year
18,700,000
$1.790
Granted
17,250,000
$0.534
Lapsed/expired
(18,700,000)
$1.790
Outstanding at the end of the financial year
17,250,000
$0.534
Exercisable at the end of the financial year
13,000,000
$0.534
The weighted average remaining contractual life of Options at 30 June 2025 is 3 years.
During the year, an amount of $14,219,548 was transferred to retained losses, relating to prior period share-based payments associated with
previously issued Options that had vested and were lapsed or expired during the year.
During the year an amount of $1,889,842 was recorded to the Statement of Profit or Loss and Other Comprehensive Income under ‘share
based payments expense’ (30 June 2024: $603,093), associated with:
> 13,000,000 options issued to directors and the company secretary vested on 1 January 2025; and
> 4,250,000 options issued to other employees vest 50% on 1 January 2026 and 50% on 1 January 2027.
The fair value of the options issued during the year was calculated by using a Black-Scholes option pricing model and was estimated on the
date of the grant using the following assumptions:
Director and employee options
Share price at the date of grant
$0.310
Historic volatility
72.70%
Risk free interest rate
4.077%
Expected life of options
1,318 days
Historical volatility has been the basis for determining expected share price volatility as it is assumed that this is indicative of future tender,
which may not eventuate.
The life of options is based on the historical exercise patterns, which may not eventuate in the future.
Options exercised during the year
No options were exercised during the year.
Options lapsed/forfeited during the year
6,000,000 unlisted share options with an exercise price of $1.79 and expiring on 31 May 2025, were forfeited in accordance with the
terms of which they were issued. 12,700,000 unlisted share options with an exercise price of $1.79 and expiring on 31 May 2025, lapsed in
accordance with the terms of which they were issued.
Performance rights on issue
There were no performance rights on issue during the reporting period or as at the date of this report.
Notes to the financial statements 30 June 2025
67 | Archer Materials Limited 2025 Annual Report
NOTE 22 – CASH FLOW INFORMATION
a) Reconciliation of cash flows from operations with loss after income tax
30 JUNE
2025
$
30 JUNE
2024
$
Loss after income tax
(6,972,006)
(4,803,150)
Adjustments for:
Amortisation of intangibles
40,417
27,171
Depreciation and amortisation
133,445
154,523
Fair value movement on financial assets (note 11)
455,227
307,620
Share-based payments
1,889,842
1,874,385
Wire-back of share-based payment expense - forfeited options
-
(1,271,291)
Write off of property, plant and equipment
18,350
-
Net gain on disposal of property, plant and equipment
(8,636)
-
Other non cash adjustment
2,635
-
Changes in assets and liabilities:
- Decrease in trade and other receivables
215,889
(767,275)
- Decrease in prepayments
285,276
-
- Decrease in trade and other payables
(210,253)
(269,608)
- Decrease in employee entitlements
(37,793)
(47,191)
Net cash used in operating activities
(4,187,607)
(4,794,816)
b) Non-Cash Financing and Investing Activities
There were no non-cash investing or financing activities undertaken during reporting period.
Financial Information
68
NOTE 23 – CONTINGENT ASSETS, LIABILITIES & COMMITMENTS
Sugarloaf Land Option
In November 2018 Archer announced the sale of its Sugarloaf farmland for $1.35 million. The transaction settled on 1 July 2019 with
Archer receiving the $1.35 million sale proceeds in July 2019. The purchaser of the farmland has granted Archer an option to buy back
approximately 30% of the Sugarloaf farm land, which may be required for the construction of the Sugarloaf Graphite Processing Facility
(“Land Option”). The Land Option may be exercised by Archer any time before 4 December 2028. The Land Option was not assigned to
iTech Minerals Ltd.
ChemX Materials Limited – royalty
In June 2021 Archer announced the completion of the sale of tenements to ChemX Materials Limited. In addition to the consideration already
received, Archer is also entitled to a 2% Net Smelter Return royalty on the value of all minerals (excluding graphite) extracted from the
tenements sold to ChemX.
As noted previously, ChemX Materials Limited (ASX: CMX) was suspended from official quotation on ASX on 16 December 2024 and
remained in suspension at 30 June 2025. On 2 January 2025, ChemX Materials Limited (ASX: CMX) announced that it had appointed
voluntary administrators, as disclosed in their ASX release dated the same day. The appointment of administrators to CMX may impact
Archer’s potential entitlement to a Net Smelter Return royalty. The future operations of CMX remain uncertain and Archer’s potential future
entitlement to a Net Smelter Return royalty will depend on the outcome of the administrative process.
Leigh Creek Project bonus payment
In August 2020, Archer sold the Leigh Creek Magnesite Project (“Project”) to Magmetal Tech Pty and Witchimag Pty Ltd (“Witchimag”).
Under the terms of the Project sale agreement, Archer is entitled to a bonus payment if Witchimag lists on a stock exchange after completion.
The bonus payment is equal to 5% of the value of the consideration paid to the owners of Witchimag under the listing (“bonus payment”).
In June 2022, Canadian Stock Exchange listed Crest Resources Inc (whose name changed to Mineral Road Discovery Inc in September
2024) (“Crest”) announced that it had entered into a Letter of Intent to acquire 69.5% interest in Witchimag and, in May 2024, announced that
it had negotiated to purchase 100% of the Leigh Creek Magnesite Project. Archer has received legal advice that it may be entitled to a bonus
payment up to C$150,000. However, this position has been denied by the counterparts and Archer is considering its options.
The Group did not have any further contingent assets or liabilities as at 30 June 2025.
Notes to the financial statements 30 June 2025
NOTE 24 – RELATED PARTY TRANSACTIONS
Parent entity
Archer Materials Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 12.
Transactions with related parties
Piper Alderman lawyers were paid a total of $33,777 (2024: $9,271) for legal services rendered to the Group. Mr English is a Consultant at
Piper Alderman Lawyers.
Receivable from and payable to related parties
There were no trade receivables from or trade payables to related parties at the current and previous reporting date.
Loans to/from related parties
There were no loans to or from related parties at the current and previous reporting date.
69 | Archer Materials Limited 2025 Annual Report
NOTE 25 – FINANCIAL INSTRUMENTS
a) Financial risk management policies
The Group’s financial instruments consist mainly of deposits with banks, short-term investments, accounts receivable and payables.
b) Interest rate risk
Interest rate risk is managed with a mixture of fixed and floating rate cash deposits. It is the policy of the group to keep surplus cash in high
yielding deposits.
i) Treasury risk management
The Board meets on a regular basis to analyse financial risk exposure and to evaluate treasury management strategies in the context of the
most recent economic conditions and forecasts.
The Board’s overall risk management strategy seeks to assist the Group in meeting its financial targets, whilst minimising potential adverse
effects on financial performance.
ii) Financial risk exposure and management
The main risk the group is exposed to through its financial instruments is interest rate risk.
c) Sensitivity analysis
Interest rate and price risk
The Group has performed a sensitivity analysis relating to its exposure to interest rate risk and price risk at reporting date. This sensitivity
analysis demonstrates the effect on the current year results and equity which could result from a change in these risks.
Interest rate sensitivity analysis
At 30 June 2025, the effect on loss and equity as a result of changes in the interest rate, with all other variables remaining constant would be
as follows:
30 JUNE
2025
$
30 JUNE
2024
$
Change in loss
- Increase in interest rates by 2%
274,894
307,423
- Decrease in interest rates by 2%
(274,894)
(307,423)
Change in equity
- Increase in interest rates by 2%
274,894
307,423
- Decrease in interest rates by 2%
(274,894)
(307,423)
d) Net Fair Value of Financial Assets and Liabilities
The net fair value of cash and cash equivalent and non-interest bearing monetary financial assets and financial liabilities of the consolidated
entity approximate their carrying value.
The net fair value of other monetary financial assets and financial liabilities is based on discounting future cash flows by the current interest
rates for assets and liabilities with similar risk profiles. The balances are not materially different from those disclosed in the balance sheet of
the consolidated entity.
e) Credit risk
The maximum exposure to credit risk, excluding the value of any collateral or other security, at reporting date to recognised financial assets,
is the carrying amount, net of any provisions for doubtful debts of those assets, as disclosed in the balance sheet and notes to the financial
statements.
The consolidated entity does not have any material credit risk exposure to any single debtor or group of debtors under financial instruments
entered into by the consolidated entity.
Financial Information
70
NOTE 25 – FINANCIAL INSTRUMENTS (continued)
f) Liquidity risk
Vigilant liquidity risk management requires the Group to maintain sufficient liquid assets (mainly cash and cash equivalents) to be able to pay
debts as and when they become due and payable.
The Group manages liquidity risk by maintaining adequate cash reserves by continuously monitoring actual and forecast cash flows and
matching the maturity profiles of financial assets and liabilities.
Trade payables are generally payable on 30-day terms.
Remaining contractual maturities
The following tables detail the Group’s remaining contractual maturity for its financial instrument liabilities. The tables have been drawn up
based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be
paid. The tables include both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may
differ from their carrying amount in the statement of financial position.
Weighted
average
interest rate
1 year
or less
Between
1 and 2
years
Between
2 and 5
years
Over
5 years
Remaining
contractual
maturities
2025
%
$
$
$
$
$
Non-derivatives
Non-interest bearing
Trade payables
408,323
-
-
-
408,323
Interest-bearing - variable
Lease liability
4.10%
14,974
-
-
-
14,974
Total non-derivatives
423,297
-
-
-
423,297
Weighted
average
interest rate
1 year
or less
Between
1 and 2
years
Between
2 and 5
years
Over
5 years
Remaining
contractual
maturities
2024
%
$
$
$
$
$
Non-derivatives
Non-interest bearing
Trade payables
614,090
-
-
-
614,090
Interest-bearing - variable
Lease liability
4.10%
94,335
14,974
-
-
109,309
Total non-derivatives
708,425
14,974
-
-
723,399
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above.
g) Market risk
Foreign currency risk
Foreign exchange risk arises when future commercial transactions and recognised assets and liabilities are denominated in a currency
that is not the Company’s functional currency. The Company operates internationally and is exposed to foreign exchange risk arising from
various currency exposures, primarily with respect to the United States Dollar (USD).
Price risk
The Group is exposed to price risk associated with the investment in listed company shares.
Notes to the financial statements 30 June 2025
71 | Archer Materials Limited 2025 Annual Report
NOTE 26 – ARCHER MATERIALS LIMITED PARENT COMPANY INFORMATION
30 JUNE
2025
$
30 JUNE
2024
$
ASSETS
Current assets
16,595,007
21,545,461
Other financial assets
73,100
567,259
Investments in subsidiaries
1,299
1,524
Other Non-current assets
800,772
775,995
TOTAL ASSETS
17,470,178
22,890,239
LIABILITIES
Current liabilities
714,145
1,050,662
Non-current liabilities
38,019
39,397
TOTAL LIABILITIES
752,164
1,090,059
EQUITY
Issued capital
47,799,119
47,799,119
Share based payments reserve
1,889,842
14,219,548
Retained losses
(32,970,945)
(40,218,487)
TOTAL EQUITY
16,718,016
21,800,180
FINANCIAL PERFORMANCE
Loss for the year
(6,971,783)
(4,802,703)
Other comprehensive income
-
-
TOTAL LOSS
(6,971,783)
(4,802,703)
Guarantees in relation to relation to the debts of subsidiaries
Archer Materials Limited has not entered into a deed of cross guarantee with its wholly-owned subsidiaries Archer Energy & Resources Pty
Ltd, Carbon Allotropes Pty Limited, Archer IOCG Pty Ltd and Archer Metals Pty Ltd.
Contingent assets, liabilities and commitments
Refer to note 23 for details of contingent assets, liabilities and commitments as at 30 June 2025.
NOTE 27 – EVENTS AFTER THE REPORTING PERIOD
No matter or circumstance has arisen since 30 June 2025 that has significantly affected, or may significantly affect the consolidated entity’s
operations, the results of those operations, or the consolidated entity’s state of affairs in future financial years.
72
Entity Name
Entity Type
Place formed /
Country of
incorporation
Ownership
interest
%
Tax
residency
Archer Materials Limited
Body Corporate
Australia
-
Australian
Carbon Allotropes Pty Ltd
Body Corporate
Australia
100.00%
Australian
Archer Energy and Resources Pty Ltd
Body Corporate
Australia
100.00%
Australian
Archer Metals Pty Ltd
Body Corporate
Australia
100.00%
Australian
Archer IOCG Pty Ltd
Body Corporate
Australia
100.00%
Australian
Basis of Preparation
This Consolidated Entity Disclosure Statement (CEDS) has
been prepared in accordance with the Corporations Act
2001 and includes required information for each entity that
was part of the consolidated entity as at the end of the
financial year.
Consolidated entity
This CEDS includes only those entities consolidated as at
the end of the financial year in accordance with AASB 10
Consolidated Financial Statements (AASB 10).
Determination of Tax Residency
Section 295 (3A) of the Corporations Act 2001 defines
tax residency as having the meaning in the Income Tax
Assessment Act 1997. The determination of tax residency
involves judgment as there are currently several different
interpretations that could be adopted, and which could give
rise to a different conclusion on residency.
In determining tax residency, the consolidated entity has
applied the following interpretations:
Australian tax residency
The consolidated entity has applied current legislation
and judicial precedent, including having regard to the Tax
Commissioner’s public guidance in Tax Ruling TR 2018/5
Income tax: central management and control test of
residency.
Partnerships and Trusts
Australian tax law does not contain specific residency tests
for partnerships and trusts. Generally, these entities are
taxed on a flow-through basis so there is no need for a
general residence test. There are some provisions which
treat trusts as residents for certain purposes but this does
not mean the trust itself is an entity that is subject to tax.
Additional disclosures on the tax status of partnerships and
trusts have been provided where relevant.
Consolidated Entity Disclosure Statement
As at 30 June 2025
73 | Archer Materials Limited 2025 Annual Report
Greg English
Executive Chair
28 August 2025
In the directors’ opinion:
the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards,
the Corporations Regulations 2001 and other mandatory professional reporting requirements;
the attached financial statements and notes comply with International Financial Reporting Standards as issued by the
International Accounting Standards Board as described in note 1 to the financial statements;
the attached financial statements and notes give a true and fair view of the consolidated entity’s financial position as at
30 June 2025 and of its performance for the financial year ended on that date;
there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due
and payable; and
the information disclosed in the attached consolidated entity disclosure statement is true and correct.
The directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the directors
Director’s Declaration
As at 30 June 2025
Independent
Auditor’s
Report
74
Grant Thornton Audit Pty Ltd
Grant Thornton House
Level 3
170 Frome Street
Adelaide SA 5000
GPO Box 1270
Adelaide SA 5001
T +61 8 8372 6666
www.grantthornton.com.au
ACN-130 913 594
Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389.
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or
refers to one or more member firms, as the context requires. Grant Thornton Australia Limited is a member firm of Grant Thornton International Ltd (GTIL).
GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member
firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one
another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127
556 389 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards
Legislation.
Independent Auditor’s Report
To the Members of Archer Materials Limited
Report on the audit of the financial report
Opinion
We have audited the financial report of Archer Materials Limited (the Company) and its subsidiaries (the
Group), which comprises the consolidated statement of financial position as at 30 June 2025, the
consolidated statement of profit or loss and other comprehensive income, consolidated statement of
changes in equity and consolidated statement of cash flows for the year then ended, and notes to the
consolidated financial statements, including material accounting policy information, the consolidated entity
disclosure statement and the directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act
2001, including:
a giving a true and fair view of the Group’s financial position as at 30 June 2025 and of its performance for
the year ended on that date; and
b complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section
of our report. We are independent of the Group in accordance with the auditor independence requirements
of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical
Standards Board’s APES 110 Code of Ethics for Professional Accountants (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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
75 | Archer Materials Limited 2024 Annual Report
76
Grant Thornton Audit Pty Ltd 2
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial report of the current period. These matters were addressed in the context of our audit of the financial
report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters.
Key audit matter
How our audit addressed the key audit matter
Recognition of research and development tax incentive
– Notes 1 & 10
The Group receives a research and development
(R&D) refundable tax offset from the Australian
government, which, for entities whose turnover is
less than $20 million per annum, represents 48.5
cents in each dollar of eligible annual R&D
expenditure. R&D Activities are registered with
AusIndustry in the following financial year and based
on this filing, the Group receives the incentive in
cash.
Management reviews the Group’s total R&D
expenditure to estimate the refundable tax offset
receivable under the R&D tax incentive legislation.
This area is a key audit matter due to the size of the
accrual and the degree of judgment and
interpretation of the R&D tax legislation required by
management to assess the eligibility of the R&D
expenditure under the scheme.
Our procedures included, amongst others:
•
obtaining through discussions with management an
understanding of the process to estimate the claim;
•
utilising an internal R&D tax expert to;
− review the expenditure methodology employed
by management for consistency with the R&D
tax offset rules; and
− consider the nature of the expenses against the
eligibility criteria of the R&D tax incentive
scheme to form a view about whether the
expenses included in the estimate were likely to
meet the eligibility criteria;
•
comparing the nature of the R&D expenditure
included in the current year estimate to the prior
year’s claim;
•
vouching a sample of R&D expenditure through to
supporting documentation to ensure appropriate
classification, the validity of the claimed amount and
eligibility against the R&D tax incentive scheme
criteria; and
•
assessing the appropriateness of the financial
statement disclosures.
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 we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial report or our knowledge
obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the financial report
The Directors of the Company are responsible for the preparation of:
a the financial report that gives a true and fair view in accordance with Australian Accounting Standards and
the Corporations Act 2001 (other than the consolidated entity disclosure statement); and
b the consolidated entity disclosure statement that is true and correct in accordance with the Corporations
Act 2001, and
Independent Auditor’s Report
77 | Archer Materials Limited 2025 Annual Report
Grant Thornton Audit Pty Ltd 3
for such internal control as the directors determine is necessary to enable the preparation of:
i
the financial report that gives a true and fair view and is free from material misstatement, whether due
to fraud or error; and
ii
the consolidated entity disclosure statement that is true and correct and is free of misstatement,
whether due to fraud or error.
In preparing the financial report, the Directors are responsible for assessing the Group’s ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the Directors either intend to liquidate the Group or to cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and
Assurance Standards Board website at: https://www.auasb.gov.au/media/bwvjcgre/ar1_2024.pdf. This
description forms part of our auditor’s report.
Report on the remuneration report
Responsibilities
The Directors of the Company are responsible for the preparation and presentation of the Remuneration Report
in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
GRANT THORNTON AUDIT PTY LTD
Chartered Accountants
J L Humphrey
Partner – Audit & Assurance
Adelaide, 28 August 2025
Opinion on the remuneration report
We have audited the Remuneration Report included in pages 30 to 42 of the Directors’ report for the year
ended 30 June 2025.
In our opinion, the Remuneration Report of Archer Materials Limited, for the year ended 30 June 2025
complies with section 300A of the Corporations Act 2001.
Additional
Information
78
79 | Archer Materials Limited 2025 Annual Report
Substantial Shareholders
There are no substantial shareholders in the Company with 5% or greater relevant
interest in securities of the Company.
Distribution of equity securities
Number of security holders by size of holding:
Range
Ordinary Shares
Unlisted Options
1 - 1,000
2,109
-
1,001 - 5,000
3,787
-
5,001 - 10,000
1,594
-
10,001 - 100,000
2,553
-
100,001 and over
390
7
Total
10,433
7
Unmarketable Parcels
Minimum parcel size
Holders
Ordinary Shares
Minimum $500.00 parcel
at $0.29 per share
1,725 shares
3,091
2,536,610
Voting Rights
The voting rights attaching to each class of equity securities is set out below:
(a) Ordinary Shares: On a show of hands, every person present who is a member
or proxy, attorney or representative of a member has one vote and upon a poll
each share shall have one vote.
(b) Unlisted Options: No voting rights.
Additional information required by the ASX Listing Rules and not disclosed
elsewhere in this report is set out below.
Shareholder information
Compiled as at 1 August 2025
80
The voting rights attaching to each class of equity securities is set out below:
Rank
Name
Shares
% Issued capital
1
BNP PARIBAS NOMS PTY LTD
9,794,699
3.84
2
CITICORP NOMINEES PTY LIMITED
8,052,515
3.16
3
GDE EXPLORATION (SA) PTY LTD
7,471,798
2.93
4
BNP PARIBAS NOMINEES PTY LTD
3,643,198
1.43
5
INVERTON PTY LTD
3,491,072
1.37
6
GDE EXPLORATION (SA) PTY LTD
3,006,719
1.18
7
MR FORBES VALE SPRAWSON + MRS MARGARET MARY SPRAWSON
2,300,000
0.90
8
KOOYAP PTY LTD
2,026,534
0.80
9
NETWEALTH INVESTMENTS LIMITED
1,981,528
0.78
10
BNP PARIBAS NOMINEES PTY LTD
1,939,106
0.76
11
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
1,878,724
0.74
12
MR ALISTAIR CHARLES JACKSON
1,547,347
0.61
13
MRS DEBORAH ANNETTE ROSSITER
1,463,679
0.57
14
MR BASIL CATSIPORDAS
1,435,000
0.56
15
MRS KAREN DRISCOLL + MR RAYMOND DRISCOLL
1,316,970
0.52
16
WADE BOLLENHAGEN
1,218,300
0.48
17
MR MARK WILLIAM DANIEL + MRS SUZANNE LOUISE DANIEL
1,199,634
0.47
18
MR JARROD DRISCOLL
1,132,957
0.44
19
BNP PARIBAS NOMINEES PTY LTD
1,059,740
0.42
20
CLOCKWELL PTY LTD
1,048,063
0.41
Total
57,007,583
22.37
Corporate Governance Statement
For the Year Ended 30 June 2025
The Corporate Governance Statement for the Group has been released as a separate document and is located in the
Corporate Governance section of the Company’s website at: www.archerx.com.au
Ordinary Shares
Additional Information
81 | Archer Materials Limited 2025 Annual Report
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Corporate directory
Stay in touch
Directors
Gregory English
(Executive Chair)
Kenneth Williams
(Independent Non-Executive Director)
Bernadette Harkin
(Independent Non-Executive Director)
Chief Executive Officer
Dr Simon Ruffell
Company Secretary
Jake van der Hoek
Registered Office
Lot Fourteen, Frome Road
ADELAIDE SA 5000
Telephone: +61 8 8272 3288
Email:
hello@archerx.com.au
Share Registry
Computershare Investor Services Pty Ltd
Level 5, 115 Grenfell Street
ADELAIDE SA 5000
Auditors
Grant Thornton Audit Pty Ltd
Level 3, 170 Frome Street
ADELAIDE SA 5000
Australian Securities Exchange
The Company is listed on the Australian Securities Exchange
ASX Code: AXE
Archer Materials Limited
(ABN 64 123 993 233)
Lot Fourteen, Frome Road
ADELAIDE SA 5000
Contact:
P: +61 8 8272 3288
E:
hello@archerx.com.au
archerx.com.au