ARCHTIS LIMITED
ANNUAL REPORT FY2025
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2025
ANNUAL REPORT
ARCHTIS LIMITED | AR9 | ACN 123 098 671
ASX:AR9
ANNUAL REPORT FY2025
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ANNUAL REPORT FY2025
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TRUSTED TO SAFEGUARD THE WORLD’S
MOST SENSITIVE INFORMATION
archTIS’ data-centric security products use attribute-based
access control (ABAC) to ensure that an organisation’s users
and authorised third parties can access, share and collaborate
on sensitive and classified information, securely using zero trust
principles. By enforcing dynamic, policy-driven access, usage
and sharing controls that leverage both user and data attributes
to control access and apply data protection, archTIS enables
secure collaboration across government, defence, and the most
heavily-regulated industries.
ARCHTIS LIMITED
ANNUAL REPORT FY2025
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CONTENTS
CORPORATE DIRECTORY
4
LETTER FROM THE CHAIRMAN & MANAGING DIRECTOR
5
FINANCIAL HIGHLIGHTS
7
EXECUTIVE LEADERSHIP
10
OVERVIEW OF FY2025
12
MATERIAL BUSINESS RISKS
16
DIRECTOR’S REPORT
18
FINANCIAL STATEMENTS
34
CONSOLIDATED STATEMENT OF PROFIT OR
LOSS AND OTHER COMPREHENSIVE INCOME
35
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
36
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
37
CONSOLIDATED STATEMENT OF CASH FLOWS
38
NOTES TO THE FINANCIAL STATEMENTS
39
DIRECTORS’ DECLARATION
74
INDEPENDENT AUDITOR’S DECLARATION
75
INDEPENDENT AUDITOR’S REPORT TO
THE MEMBERS OF ARCHTIS LIMITED
76
SHAREHOLDER INFORMATION
79
ARCHTIS LIMITED
ANNUAL REPORT FY2025
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ANNUAL REPORT FY2025
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DIRECTORS
Dr Miles Jakeman AM
Dr Marcus Thompson AM (appointed 11 December 2024)
Daniel Lai
Leanne Graham (finished 22 November 2024)
JOINT COMPANY SECRETARIES
Erlyn Dawson
Winton Willesee
Robert Andrew Burns
REGISTERED OFFICE
Level 3, archTIS House
10 National Circuit
Barton ACT 2600
PRINCIPAL PLACE OF BUSINESS
Level 3, archTIS House
10 National Circuit
Barton ACT 2600
(02) 6162 2783
SHARE REGISTRIES
Automic
Level 5, 191 St Georges Terrace
Perth, WA 6000
(08) 9324 2099
AUDITOR
RSM Australia Partners
Equinox Building 4, Level 2
70 Kent Street
Deakin, ACT 2600
STOCK EXCHANGE LISTING
archTIS Limited shares are listed on the:
Australian Securities Exchange (ASX: AR9) and the
OTCQB Venture Market (ARHLF)
WEBSITE
www.archtis.com
INVESTOR PORTAL
investors.archtis.com
CORPORATE
DIRECTORY
ANNUAL REPORT FY2024
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ARCHTIS LIMITED
ANNUAL REPORT FY2025
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Dear Shareholders,
FY2025 was a year of momentum and measurable
success for archTIS, reflecting the strength of
our strategy, our consistently disciplined financial
execution, and the focused dedication of our team.
Our mission to deliver world-class, data-centric
security solutions has never been more relevant in
today’s market. This past year’s results demonstrate
our ability to capture market opportunities in a rapidly
evolving cybersecurity landscape while delivering
positive financial momentum.
POSITIVE FINANCIAL AND
SHAREHOLDER MOMENTUM
This financial year, archTIS gained momentum across
a number of key financial metrics in our effort to
drive recurring revenue across high gross margin
licensing, while reducing operating expenses. Most
importantly, these efforts have led to achieving
another year of positive and sustainable operating
cash flow, increasing year-on-year.
Growth in Annual Recurring Revenue (ARR)
ARR reached $4.8M, marking a 17% increase year-
on-year. This represents the successful execution
of the Company’s recurring revenue strategy of new
customer acquisition and low customer churn rates,
providing for long-term shareholder value.
Improved Gross Margins
Gross margins improved by 16 percentage points,
rising to 76% (up from 60% in FY2024). This
enhancement is directly attributable to the focus on
high-margin core licence sales and more selective,
margin-accretive service engagements.
Transition to Core Licensing Revenue
Licence revenue (excluding third-party licences)
remained steady at $4.2M, consistent with FY2024
levels, demonstrating the resilience and stickiness of
the company’s core offerings. In contrast, Services
revenue declined purposefully by 62% due to the
Company’s move away from lower-margin consulting
engagements and services in support of third party
licences.
LETTER FROM
THE CHAIRMAN & MANAGING DIRECTOR
ARCHTIS LIMITED
DR. MILES JAKEMAN AM & DANIEL LAI
Continued Reduction in Operating Expenses
Total annual operating expenses decreased by
6%, from $7.6M in FY2024 to $7.1M this financial
year. Notably, underlying operating expenses
(excluding Share-Based Payments), reduced by 13%,
highlighting strong cost discipline and operational
efficiency.
Achievement of Positive Operating Cash Flow
and Stronger Cash Position
The Company generated positive operating cash flow
of $3.0M, which represents an 88% increase over
FY2024 $1.6M. Total cash outflows for operating and
investing activities were ($0.5M), which represents a
52% improvement compared to FY2024. Investing
cash outflows included the $0.5M acquisition
of Direktiv, whereas FY2024 did not include any
business combinations.
Subsequent to the end of Q4 of FY2025, archTIS
raised $7.5M (before costs) as part of its plans to
expand in international markets through the issuance
of 50,000,000 fully paid ordinary shares at $0.15 per
share. The raise was well-supported by both new
and existing institutional investors as well as key
Company executives, bringing pro-forma cash and
cash equivalents to $10.24M. This investment in
archTIS’ broader strategy is designed to scale our
overseas operations, leverage some of our most
important partnerships with technology leaders
and innovate to further differentiate our products’
capabilities within the world’s largest defence market.
Between 30 June 2024 and 30 June 2025, archTIS
experienced exceptional market momentum and
performance, with its share price rising from A$0.075
to A$0.230, representing a 207% year-over-year
increase. This surge drove market capitalisation
from A$21.5M to A$66.2M – an improvement for
shareholders of A$44.7M. The growth reflects strong
investor and market confidence, underpinned by
record-high gross margin and ARR, disciplined
expense management, positive operating cash
flow, and global expansion in securing high-profile
government and enterprise clients throughout
FY2025.
ANNUAL REPORT FY2025
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LETTER FROM
THE CHAIRMAN & MANAGING DIRECTOR (CONT)
DR. MILES JAKEMAN AM & DANIEL LAI
Yours sincerely,
BUILDING GLOBAL CUSTOMER AND
TECHNOLOGY MOMENTUM
Our market strategy in FY2025 focused on expanding
geographical reach and deepening relationships
with important existing accounts, whilst establishing
archTIS with new strategic customers around the
globe.
Opening up Global Account Opportunities
We extended our presence in overseas markets
alongside key early-stage wins, such as achieving a
major milestone in the sale of NC Protect to the U.S.
Department of Defense, an initial contract win with a
U.K. subsidiary of a global aerospace and defence
business, and a secured contract into Japan for the
Company’s newly released Trusted Data Integration
(TDI) Platform.
Existing Account Retention & Growth
Overall customer churn remains low on an annual
basis, with net revenue retention (NRR) exceeding
115%, underscoring strong future revenue growth
that is driven by effective cross-sell and upsell
expansion within the existing customer base. This
was led by a $1.3M annual software subscription
upsell and renewal with the Australian Department
of Defence, which included a 75% increase in the
volume of user licences.
Innovation First
In March, we acquired the assets of Direktiv, adding
cloud‑agnostic, event‑driven orchestration and
attribute‑based access control (ABAC) capabilities
to our portfolio, ultimately strengthening our
policy‑based data governance and zero trust
architecture solutions. The acquisition brings
Direktiv’s development teams across Europe and
Australia, including its founders, bolstering technical
expertise and accelerating product innovation.
This positions archTIS with a readiness to reduce
time‑to‑market, expand cross‑sell opportunities, and
drive global growth across Australia, the U.S., and
other key markets.
As we move into FY2026, the momentum is real, and
our opportunities are significant. Our focus remains
clear:
•
Continued Global Expansion that leverages our
early wins and the natural “network growth effect”
among significant players in key markets to build
repeatable and predictable sales opportunities;
taking advantage of referenceability and account
management expansion.
•
Innovate relentlessly to meet the evolving
cybersecurity challenges of customers among
even the most high-risk compliance-driven
industries and use cases.
•
Empower our customers to achieve their
security goals, strengthening long-term
partnerships.
•
Operate sustainably, creating lasting value for
shareholders, employees, and the communities
we serve.
The global environment and the challenges of secure
data collaboration are only becoming increasingly
more complex. Our products and expertise are built
to address that complexity, and our strategy aims to
lead in this critical domain.
A WORD OF THANKS
Our progress is the direct result of the passion
and determination of the archTIS team. To our
shareholders, thank you for your unwavering support
and belief in our vision. Together, we are poised
to build on this year’s achievements and seize the
opportunities ahead.
We look forward to transitioning from a year of
positive momentum to one focused on accelerating
growth and driving leading innovation, as we continue
to deliver trusted security for the world’s most
sensitive information.
Daniel Lai
Managing Director & CEO
Dr Miles Jakeman, AM
Chairman of the Board
ARCHTIS LIMITED
ANNUAL REPORT FY2025
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FY2025 HIGHLIGHTS
ARCHTIS LIMITED
ROBUST FINANCIAL RESULTS (FY2025 VS. FY2024)
Total Revenue
Annual Recurring Revenue (ARR)
Cash from Operating Activities
Operating Expenses
ANNUAL REPORT FY2025
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FY2025 HIGHLIGHTS
CUSTOMER HIGHLIGHTS
STRONG CUSTOMER RETENTION AND
EXPANSION
Overall customer churn remains low on an annual
basis, with net revenue retention (NRR) exceeding
115%, underscoring strong future revenue growth
driven by effective cross-sell and upsell expansion
within the existing customer base.
•
A U.S.-based multinational company in the
materials science sector renewed NC Protect to
safeguard sensitive research data across their
SharePoint SE environments.
•
An Australian public research university adopted
Kojensi SaaS to enable secure collaboration on
protected information between Defence and
academic researchers.
•
A major South Korean defence and aerospace
company licensed Kojensi SaaS for three years, to
enable secure cross-industry collaboration.
•
A prominent U.S.-based law firm received a
follow-on license for NC Protect to apply dynamic
watermarking to sensitive legal documents,
helping deter unauthorized distribution and
enhance regulatory compliance.
•
Accenture engaged with archTIS on a $704,000
services contract, including GST, to trial NC
Protect through June 30, 2025 for existing and
potential clients who face data-centric challenges
in securing sensitive information stored and
collaborated across M365.
•
BAE purchased additional services of $440k
inclusive of GST to trial archTIS software for
document sharing between Navy Shipbuilding and
Sustainment Group and industry.
•
A UK-based global defence firm that manages
and operates extensive testing and evaluation
capabilities for air, land, sea and target systems
selected Kojensi SaaS for collaboration
associated with AUKUS.
•
A global munitions company selected Kojensi
SaaS for their protected communications and
collaboration with government.
•
A European reseller partner chose NC Encrypt for
encryption key management for their Microsoft
365 applications and SharePoint on-premises
customer environments to maintain digital
sovereignty and add data-centric protection to
combat insider threats.
•
An Austrian global supplier of communication
and information systems selected Kojensi SaaS
to share official sensitive information with other
defence suppliers across Australia.
•
A U.S.-based Indian Community renewed
its NC Protect for SharePoint on-premises
license for the tenth consecutive year to secure
sensitive information. This established customer
relationship demonstrates the long-term product
value and stickiness.
•
SAP extended its licences of Kojensi SaaS
through 2028.
•
The Australian Department of Defence (AUS
Defence) Command and Control division signed
a $2.3M for new and expanded user licensing of
NC Protect to dynamically secure information by
applying zero trust enforcement policies to data-
centric controls across Microsoft 365 (M365),
SharePoint on-premises and file shares.
•
Australian Defence renewed their licensing and
managed services contract for Kojensi Enterprise
for a further 12-month period to share classified
information.
•
BGW Germany, through archTIS reseller
Softlanding, doubled their annual subscription
to NC Protect to secure and restrict employee,
management and industry volunteer access.
•
An Australian research university expanded its
use of Kojensi SaaS to securely collaborate with
industry and defence partners.
•
A European bank selected NC Encrypt to provide
policy-based encryption for information stored in
M365.
•
BAE procured additional services to build a
collaboration environment to facilitate sharing
between industry and Defence.
ARCHTIS LIMITED
ANNUAL REPORT FY2025
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FY2025 HIGHLIGHTS
ARCHTIS LIMITED
Major Milestone in Sale of NC Protect to U.S. Department of Defense
On 16 June 2025, archTIS announced a major milestone with the sale of its NC Protect
product to a prime contractor servicing the U.S. Department of Defense (DoD). Following
an evaluation and validation by the prime, archTIS was awarded an initial contract for
1,000 user licences of its NC Protect product. The contract was announced at a value
of $38,500 for an initial six-month term with procurement managed by Copper River
Technologies, an archTIS partner and federal contract holder. It enables the contractor to begin
live production-level deployment across the Microsoft DoD365 cloud environments as part of the U.S.
warfighter network. However, the initial engagement is a precursor to the potential deployment across
over 150,000 user licences as part of a broader roll-out across the U.S. warfighter network.
Initial Contract Win with Major U.K. Aerospace and Defence Business
On 18 June 2025, archTIS announced that it had entered an initial 3-year contract for its NC Protect
product with the U.K. division of a global aerospace and defence conglomerate. The three-
year agreement with the multinational defence corporation has an initial contract value
of $263,185 for the first 400 user licences. This initial agreement will assist the
customer’s global cloud migration to a Microsoft 365 environment. The implementation
is expected to serve as a reference model for potential deployment across the client’s
workforce of over 100,000 users in its broader global business.
Contract Secured for Trusted Data Integration (TDI) Platform
On 1 April 2025, archTIS announced it had secured the first sale for its archTIS Trusted
Data Integration (TDI) platform to a Japanese multinational IT and electronics corporation.
The contract was valued at $390,000 annually for an annual licence to trial the
product and assess it for broader use in building secure data services for its customers
operating in heavily regulated industries, which includes the Japan Ministry of Defense. The
sale represents two key strategic achievements for archTIS: the first commercial transaction
involving the recently acquired Direktiv (March 2025), and entry into Japan, a major QUAD alliance
partner and a market with significant demand for data security solutions. Facilitated by Microsoft’s
Defense and Intelligence team, the sale underscores the strength of our strategic partnerships.
$1.3M Annual Subscription Licence with the Australian Department of Defence
On 9 April 2025, the Company announced that it had secured a $1.3M annual software
subscription renewal with Australia’s Department of Defence. The sole-source contract for the
renewal of a subscription for its Kojensi software solution. The contract renewal
was valued at $1,312,974. It included a 75% increase in the volume of user
licences in the agreement, representing the Australian Government’s ongoing confidence
in archTIS’ products for protecting its national security and defence-related data.
ANNUAL REPORT FY2025
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Daniel Lai is the CEO and Managing Director of archTIS. He has extensive
industry experience in successfully delivering outcomes as part of a senior
executive team to both government and commercial organisations. Most
importantly Daniel has direct experience in implementing organisational change
to address the real challenges businesses confront today in a rapidly evolving
environment. Over his career, he has had many successes including leading
the Security Enterprise Architecture for the Single Information Environment for
the Department of Defence, leading enterprise change as the National Manager
for Service Delivery for the Australian Customs and Border Protection Service,
and restructuring and implementing enterprise ITIL services for the Australian
Customs and Border Protection Service. Daniel is a regular speaker at industry
events and has been featured in the Financial Review and CIO magazine.
As Global Chief Operating Officer (COO) and US President of archTIS, Kurt brings
over 25 years of technology leadership to the companies. He brings his passion
for start-ups, and proven strategies for scaling go to market efforts and achieving
hyper revenue growth to the role. Kurt has overseen the growth and sale of four
technology companies and earned two Deloitte Fast 500 company awards at
previous companies. He has served as CEO of Cryptzone, HiSoftware (acquired
by Cryptzone), Create!form International (acquired by Bottomline Technologies),
and RealWord (acquired by Microsoft Great Plains). Kurt was Vice President and
General Manager of both the Document Output Solutions and Business Process
Solutions divisions of Bottomline Technologies where he was responsible for over
$40M in profitable revenue while broadening the product lines and expanding
the distribution model. Kurt has served on the advisory boards of numerous
companies and professional organisations within the technology industry. He
holds a BA degree in economics and political science from Fairfield University.
Robert Andrew (Andrew) has over 25 years of experience in senior leadership
roles and has significant ASX experience. He led the listing process as a
consulting CFO for Racing and Sports Limited (ASX:RTH) and Openpay Ltd
(ASX:OPY), in 2021, and 2019 respectively, including multiple subsequent
capital raises. Andrew was employed the CFO for The Citadel Group Limited
(ASX:CGL) for 11 years until 2018, prior to specializing as a Governance and
risk Management consultant. Andrew has strong technical competencies in
financial management, accounting, risk management and process improvement
techniques with a focus in B2B technology and businesses. Andrew holds an
Executive MBA in Business from the Australian Graduate School of Management
(AGSM) and a Bachelor of Commerce and Accounting from the University
of Canberra. He is a member the Chartered Accountants Australia and New
Zealand, and the Australian Institute of Company Directors. He is currently a
director of Viva Leisure Limited (ASX:VVA).
DANIEL LAI
KURT MUEFFELMANN
ROBERT ANDREW BURNS
CEO & Managing Director
Global COO & US President
Chief Financial Officer
EXECUTIVE LEADERSHIP
Gerard Foley brings over 25 years of experience leading strategic sales
initiatives in the defence, high-technology, and national security sectors. He
is an accomplished sales and business development C-suite executive with a
proven track record in driving revenue growth, influencing strategic procurement,
building government relations, and executing high-stakes sales strategies
across Australia, the UK, the U.S., the EU, and Southeast Asia. Gerard built a
successful career spanning 25 years at Raytheon Australia, where he held several
senior executive positions, including Chief of Growth and Head of Strategy and
Business Development. Additionally, he served as the Regional Director for South
Asia at Raytheon International’s Reston, VA office. Prior to that, as a graduate of
the Royal Military College, Gerard served in various military roles encompassing
command, training, and procurement, focusing on aviation engineering,
leadership training, and major capital equipment acquisition. Gerard holds a
Bachelor of Electrical Engineering (Honours) from the University of New South
Wales and a Master of Science in Defence Technology from the Royal Military
College of Science in Shrivenham, UK.
GERARD FOLEY
Vice President Government & National
Security & General Manager Asia Pacific
ARCHTIS LIMITED
ANNUAL REPORT FY2025
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Irena Mroz is the CMO of archTIS and is responsible for defining the company’s
product marketing, brand development, demand generation, and public relations.
An innovative strategist with impeccable attention to detail, Irena leverages more
than 20 years of B2B marketing expertise to direct the company’s marketing
strategy and communications programs. She served as VP of Marketing at
several cybersecurity start-ups, including data-centric security company Nucleus
Cyber (acquired by archTIS) and Infocyte, a malware and threat hunting solution.
As the SVP of Marketing for Cryptzone’s network and application security
solutions and the VP of Marketing for HiSoftware, a provider of compliance and
security solutions acquired by Cryptzone, she led the integration of the two
global marketing organisations, while managing the development of all strategic
marketing programs and communications for the joint entity. Her previous roles
include senior marketing positions at Bottomline Technologies and Create!form
International. Irena holds a Bachelor of Science in Mass Communications from
Boston University’s College of Communication.
IRENA MROZ
Chief Marketing Officer
EXECUTIVE LEADERSHIP
Wilhelm Wonigkeit is the Chief Architect at archTIS, a global leader in data-centric
security software. He joined the company following the acquisition of Direktiv
in March 2025, a company he co-founded and led as CEO. At Direktiv, Wilhelm
reimagined how IT services are orchestrated, building the modern, event-driven
platform, Direktiv, based on Kubernetes and containers. Wilhelm brings over two
decades of technology experience spanning large enterprises, startup ventures,
and professional services, including Dimension Data as Global Chief Architect
and senior technology roles at EMC and Datacentric. Early in his career, he
helped build a consultancy from the ground up. This hands-on foundation shaped
his pragmatic approach to leadership, product innovation, and team-building.
Driven by the belief that every solution can be made better, Wilhelm thrives on
solving complex problems, challenging conventional thinking, and empowering
brilliant teams to deliver exceptional results. Wilhelm holds a Master’s in Business
Leadership from the University of South Africa and a Bachelor of Engineering
(Electronic) from the University of Pretoria.
WILHELM WONEGKEIT
Chief Architect
ARCHTIS LIMITED
MATTHEW RICHARDSON
Chief Information Security Officer
Matthew Richardson, the Chief Information Security Officer (CISO) at archTIS,
brings over 19 years of extensive Defence experience managing deployable
Information Technology infrastructure in the Australian Army. His diverse career
includes 10 years in Special Operations as an Information Systems Manager
and Information Systems Supervisor. Matthew excels in software procurement,
installations, administration, and information security, emphasising compliance
with the Information Security Manual. Currently, he is the second in technical
command to the archTIS Chief Technology Officer (CTO), guiding technical
activities, evaluating internal functions, and collaborating with clients for efficient,
secure information-sharing solutions. With a Graduate Diploma in Information
Technology and industry certifications, Matthew contributes significantly to
archTIS Limited’s mission of secure information sharing for Industry, Government,
and Defence.
SEAN BELGROVE
Interim Chief Technology Officer
Sean Belgrove brings over 25 years of experience leading strategic technology
and delivery initiatives in the defence and Whole-of-Australian-Government
(WoAG), high-technology, cyber and security sectors. He is an accomplished
enterprise architect and technical executive with a proven track record in
transforming complex technical requirements into strategic business solutions
that drive measurable outcomes. Throughout his career, Sean has successfully
delivered enterprise ICT solutions and strategic roadmaps for high-stakes
government and commercial environments. His expertise in secure networks,
information security gateways, and C4ISREW has enabled organisations to
enhance operational agility while reducing risk in complex and contested
environments.Sean’s executive leadership encompasses technology strategy
formulation, transformational architecture design, and innovation strategic
roadmapping that enables organisations to anticipate emerging security
challenges while driving competitive advantage and operational excellence.
ANNUAL REPORT FY2025
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INTRODUCTION
archTIS was established to resolve a critical global
problem – the need to share information securely.
FY2025 was a year of accelerating momentum for
archTIS’ mission to be the company that the world
trusts to safeguard its most sensitive information.
Most importantly, the year was marked by stronger
financial performance across several key metrics,
expanding global market opportunity, and continued
innovation across our product portfolio.
We delivered growth in high-margin recurring
revenues, improved gross margins, reduced operating
expenses, and achieved a substantial increase in
positive operating cash flow; reinforcing the strength
and scalability of our business model. At the same
time, we expanded our addressable market through
deeper penetration of defence, government, and
critical infrastructure sectors, strengthened our global
partner ecosystem, and advanced our technology
leadership with significant enhancements to Kojensi,
NC Protect, the TDI Platform, and new automation
capabilities through the Direktiv acquisition.
These achievements not only reflect disciplined
execution in the face of a dynamic global security
landscape, but also position archTIS to capitalise on
the growing multi-billion-dollar data-centric security
and Data Security Posture Managment (DSPM)
markets, setting a strong foundation for accelerated
growth and impact in FY2026 and beyond.
FINANCIAL MOMENTUM
This financial year, archTIS delivered strong financial
momentum, underpinned by disciplined execution of
its recurring revenue growth strategy and a continued
focus on high-margin licensing.
Annual Recurring Revenue (ARR) rose 17% year-on-
year to $4.8M, which was driven by new customer
acquisition and exceptionally low churn; reinforcing
the long-term value and resilience of our customer
base. Gross margins expanded by 16 percentage
points to 76%, reflecting the strategic emphasis
on high-margin core licence sales and selective,
margin-accretive service engagements. Consistent
with this strategy, core licence revenue held steady
at $4.2M, while services revenue declined by 33%
as the Company intentionally moved away from
lower-margin consulting work that is unrelated to
the licence opportunities that we are increasingly
focused on pursuing.
Operating expenses fell 6% to $7.1M, with underlying
expenses (excluding Share-Based Payments)
down 13%, demonstrating strong cost discipline.
These improvements supported an 81% increase
in positive operating cash flow to $3.0M, alongside
a 52% reduction in total operating and investing
cash outflows to ($0.5M) – even after funding the
$0.5M acquisition of Direktiv. Together, these results
position archTIS with a stronger balance sheet, a
more profitable revenue mix, and a clear trajectory
for sustainable growth.
EXPANDING MOMENTUM ACROSS
MARKETS AND PRODUCTS
The market for data-centric security and Data
Security Posture Management (DSPM) is set for
rapid expansion through 2026 and beyond, driven
by escalating cyber threats, evolving compliance
requirements, and the complexity of securing hybrid
and multi-cloud environments. Traditional perimeter-
based defences are no longer sufficient, creating a
significant shift toward solutions that secure the data
itself, through discovery, classification, enforcement,
encryption, and policy-enforced access, and
governance, regardless of location.
The global data-centric security market, valued at
approximately USD 5.3 billion in 2022, is forecast
to reach USD 36.9 billion by 2032 (CAGR ~21.4%).1
Within this, the defence cybersecurity segment,
where such capabilities are mission-critical, was
worth USD 16.45 billion in 2023 and is projected
to exceed USD 63.3 billion by 2032.2 These growth
drivers align directly with archTIS’ core strengths
in secure collaboration for defence, government,
and regulated industries, where data sovereignty,
interoperability, and trust are paramount.
The DSPM market, valued at USD 650 million in
2023, is expected to exceed USD 5 billion by 2028,
growing at a CAGR 23.3% as both public and private
sectors seek continuous visibility into sensitive data
risks.3
archTIS is uniquely positioned to capitalise on this
trajectory by leveraging its proven platforms in
Kojensi, NC Protect and Trusted Data Integration
(TDI) to deliver integrated DSPM capabilities that
combine automated data discovery, classification,
and risk assessment with Attribute-Based Access
Control (ABAC) and policy-enforced encryption. By
extending these solutions across cloud, on-premises,
and coalition networks, archTIS can address the
most demanding compliance frameworks, including
ITAR, CMMC, and national security directives.
Furthermore, strengthening partnerships with
technology leaders such as Microsoft, Thales,
Nutanix and Oracle, expanding distribution channels,
and targeting high-growth defence-industrial and
critical infrastructure markets will allow archTIS to
capture a disproportionate share of the multi-billion-
dollar growth opportunity in data-centric security and
DSPM.
OVERVIEW OF FY2025
FOR THE YEAR ENDED 30 JUNE 2025
ARCHTIS LIMITED
ANNUAL REPORT FY2025
13
archTIS delivers a unified suite of mission-ready
solutions that protect the world’s most sensitive
information across defence, government, and
regulated industries. At the core of every archTIS
product is Attribute-Based Access Control (ABAC),
providing consistent, fine-grained policy enforcement
across our platforms to ensure that only the right
people have access to the right information—every
time.
•
Kojensi delivers secure, accredited collaboration
for classified and sensitive data;
•
NC Protect provides dynamic data loss
prevention and adaptive policy controls across
Microsoft and hybrid environments; and,
•
The TDI Platform enables high-assurance
cross-domain data sharing; and the Direktiv
orchestration engine automates policy
enforcement and compliance workflows.
Together, these technologies form an end-to-end,
ABAC-driven data-centric security framework that
discovers, classifies, protects, and enables the secure
sharing of sensitive data across any environment,
network, or classification level—helping customers
meet the most stringent global compliance and data
sovereignty standards.
CORPORATE
Immediately post-year-end close, archTIS
successfully raised $7.5M (before costs) to accelerate
its international growth strategy through the issuance
of 50,000,000 fully paid ordinary shares at $0.15 per
share. The raise was strongly supported by both new
and existing institutional investors, as well as key
company executives, reflecting confidence in the
Company’s vision and execution.
Pro-forma cash and cash equivalents stand at
$10.24M, providing a solid foundation to fund the
next phase of expansion. Proceeds will be directed
toward scaling operations and market penetration in
the United States, extending and deepening strategic
alliances and partnerships with leading technology
and defence industry partners, and driving continued
investment in product innovation across the Kojensi,
NC Protect, and TDI platforms, as well as automation
capabilities gained through the Direktiv acquisition.
These investments will position archTIS to capture
a greater share of the rapidly growing global data-
centric security and DSPM markets.
During the year, archTIS strengthened its leadership
and governance capabilities with the appointment
of Major General (Ret’d) Dr Marcus Thompson
AM, PhD, to the Board and experienced defence-
industry executive Gerard (Ged) Foley to the senior
leadership team. Marcus brings over three decades
of military service, including as the inaugural Head
of Information Warfare for the Australian Defence
Force, providing deep expertise in cyber operations,
strategy, and national security. Ged Foley, appointed
Executive Vice President for Government and
National Security (GNS), brings extensive experience
leading defence programs and business development
across Australia and allied markets. Together, their
appointments enhance archTIS’ strategic depth,
industry networks, and ability to execute growth
opportunities within the global defence and national
security sectors.
CONTINUED MOMENTUM INTO
FY2026
Building on the achievements of FY2025, archTIS
enters FY2026 with clear momentum and a strategic
roadmap to accelerate growth and market leadership.
The Company will continue advancing its position as
the preferred platform for secure information sharing
across Government, Defence, and the Defence
Industry, while strengthening its role as a premium
provider of Policy Enforced Access Management and
Encryption solutions to the global defence market.
Financial priorities remain centred on sustaining
positive operating cash flow, driving strong revenue
growth with an increased focus on high-margin
licensing and predictable annual recurring revenue
(ARR), and maintaining disciplined operating
expenses to protect margins. Innovation will remain a
core differentiator, with the ongoing development of
high-quality, mission-ready products for defence and
allied markets, the expansion of strategic technology
alliances with partners, and the growth of global
distribution channels to unlock new geographic
and vertical opportunities. These initiatives position
archTIS to capture a greater share of the multi-billion-
dollar data-centric security and DSPM markets in
FY2026 and beyond.
OVERVIEW OF FY2025
FOR THE YEAR ENDED 30 JUNE 2025
1 Spherical Insights, Global Data-centric Security Market Size, Share, Forecast-2032
2 Fortune Business Insights. Defense Cyber Security Market Size, Share Growth [2032]
3 Verified Market Reports, Data Security Posture Management (DSPM) Tool Market Size, Research, Market Share & Forecast 2033
ARCHTIS PRODUCTS ENFORCE ZERO TRUST
WITH ATTRIBUTE-BASED ACCESS CONTROL
(ABAC)
Discover, classify and secure
sensitive information
DYNAMIC ACCESS &
DATA PROTECTION FOR
MICROSOFT 365, SHAREPOINT
& FILE SHARES
Prevent data loss, misuse
and human error
Audit and report for
compliance
Share and collaborate on sensitive
and classified files securely
Accredited secure document
collaboration up to PROTECTED
POLICY-BASED ENCLAVE
ACCESS FOR SENSITIVE &
CLASSIFIED DATA
Orchestrate and secure data in real time
from multiple sources and formats
Simplify structured data
integration and security
Accelerate security, governance
and decision-making outcomes
STRUCTURED DATA
INTEGRATION, SECURITY &
ORCHESTRATION
Ensures sensitive information is only
accessible on a need-to-know basis
ANNUAL REPORT FY2025
14
SAP SE
Industry: Enterprise Resource Planning and Business Intelligence Software
Challenges: SAP required a secure document management environment that
was accredited for the storage and collaboration of Government sensitive and
classified material to support the delivery of the company’s solutions.
Solution: Kojensi SaaS
Results:
•
Provides an Australian Government-accredited multi-level security
classified information sharing and document collaboration platform.
•
As a SaaS cloud platform Kojensi was quickly deployed and is scalable to
easily add new users and global SAP entities.
•
Ensures SAP can securely collaborate internally and with global
Government, public sector and regulated industry customers on
sensitive data to meet domestic and international Government security
requirements.
“With NC Protect we can
increase our collaboration by
automatically controlling access
to classified information. Before
NC Protect, we had to lock
everything down so very few
users could access content to
the extent that it inhibited our
ability to collaborate with our
coalition partners in theatre.”
—Brigadier General Warren Gould
Director General Systems and
Integration, Australian Department
of Defence
“Kojensi is very appealing
because of its low start-up
time. It is easy to use and
functionally rich. However,
compliance is a living program
and often requires changes. It
easily accommodates any user
access and process updates as
our requirements change.”
—Ilze Lamberton
Portfolio Operations Lead,
Secrecy and Critical Infrastructure,
Government Security & Secrecy
(GS2), SAP Australia Pty Ltd
AUSTRALIAN DEPARTMENT OF DEFENCE
Industry: Military / Defence
Challenges: Australian Defence needed a more effective way to secure the
collaboration and sharing of files and prevent accidental data loss while
maintaining need to know principles and controlling the releasability of files in
SharePoint.
Solution: NC Protect for SharePoint
Results:
•
Dynamically controls access to classified information with ABAC policies.
•
Enforces ‘need-to-know principles’ for classified data.
•
Reduces the level of IT effort required for multicoalition information
sharing.
•
Creates a repeatable solution for managing information access and
security across the DIE.
CUSTOMER SUCCESS STORIES
GLOBAL DEFENCE PRIME
Industry: Navy Ship Building
Challenges: A Global Defence Prime has been on a multi-year journey to
digitalise its shipbuilding capability and supply chain. This includes delivering
NICE, a flexible, secure information collaboration environment for customers,
partners and the supply chain.
Solution: archTIS Trusted Data Integration
Results:
•
Provides data orchestration with embedded data-centric security (DCS)
and governance controls.
•
Delivers warfighting-ready capability within the time frames set out with
ASCA and DSR objectives.
•
Provides need to know access control to meet export control requirements
and protect intellectual property (IP).
ANNUAL REPORT FY2025
15
ARCHTIS LIMITED
ANNUAL REPORT FY2025
16
MATERIAL BUSINESS RISKS
The Company’s risk management approach involves
the ongoing assessment, monitoring and reporting of
risks that could impede the Company’s progress in
delivering the Company’s strategic priorities. As the
Company continues to grow and evolve, the material
risk profile may change.
Below is a list material business risks that the
Company considers may affect the success of its
strategy and financial prospects for future years,
including some which are not directly within the
Company’s control. The Company may face a range
of other risks in conducting its business activities in
addition to those set out below.
TECHNOLOGY AND COMPETITION
RISKS
Technology markets, by their very nature, are a
continually evolving marketplace. To succeed, the
Company will need to research, develop, design,
build and bring to market new enhancements to its
existing products as well as to new markets that
might not yet exist. The Company may not be able
to engage in research or develop its existing (and
new) products to meet the changing needs of its
markets and the new and emerging technologies. At
the same time, products and technologies developed
by others may render the Company’s products and
systems obsolete or non-competitive. If any of these
scenarios were to occur, it would adversely impact
the operating results and potential of the Company.
ABILITY TO ATTRACT AND RETAIN
APPROPRIATELY SKILLED EMPLOYEES
The responsibility of overseeing the day-to-day
operations and the strategic management of the
Company depends substantially on its senior
management and key personnel. Company
performance also depends on its ability to attract and
retain skilled resources with relevant industry and
technical expertise. The loss of several key personnel
or the inability to attract additional resources
may have an adverse impact on the financial and
operating performance of the Company.
CUSTOMER CONCENTRATION AND
REVENUE RISK
The Company’s revenue base is currently
concentrated among a limited number of key
customers, particularly the Australian Department
of Defence (DoD) and the U.S. DoD. While these
relationships underpin Annual Recurring Revenue of
approximately $2.7 million, this reliance presents a
material risk should budget priorities, procurement
schedules, or policy directions shift in these markets.
The Company’s ability to maintain operations
and achieve future growth depends on securing
additional profitable contracts—both from existing
defence customers and new markets. To mitigate
this concentration risk, the Group is actively pursuing
diversification through a broad pipeline of expanding
existing Defence relationships as well as other
commercial and international opportunities across
adjacent sectors.
However, the timing and conversion of these
opportunities into binding contracts are inherently
uncertain and may be delayed, cancelled, or
reprioritised due to external factors. The Group
manages this risk by:
•
Setting clear annual performance targets for new
business secured and revenue delivered;
•
Tying management incentives to commercial
outcomes;
•
Pursuing varied geographies, customer types,
and contract structures;
•
Securing contract terms that help offset risks tied
to platform availability.
Despite these efforts, there is no certainty the Group
will succeed in securing sufficient new business or
fully offsetting the risks associated with customer
concentration and delivery dependencies.
CYBER AND SECURITY RISKS
A cyber attack has the potential to disrupt the
Company’s information technology platform which
is integral to the efficient operation of its business.
The threat of cyber attacks on security companies
is real. A successful cyber attack on the Company
would cause significant damage to the Company’s
reputation and brand as well as have a material
adverse impact on the financial position and
performance of the Company.
REGULATORY RISK
archTIS has been eligible for the federal government
R&D tax incentive. If the regulation regarding the
R&D tax incentives changed and the Company was
no longer eligible, this would impact on archTIS’
anticipated costs for development and materially
impact on the Company’s financial and operating
performance.
ARCHTIS LIMITED
ANNUAL REPORT FY2025
17
MATERIAL BUSINESS RISKS (CONT)
UNCERTAINTY OF FUTURE
PROFITABILITY
The success of the Company’s sales and operations
relies on the ability to attract more commercial users
of the relevant technology and its products. An
inability to attract new clients and users in a timely
manner will affect the Company’s earning ability.
While the Company has been successful in attracting
clients in the government sector in Australia, this may
not necessarily translate into successful utilisation
in other verticals and countries. Furthermore, the
Company’s profitability will be impacted by its
ability to successfully execute its commercialisation
and growth strategies, economic conditions in the
markets in which it operates, competitive factors and
regulatory developments. Accordingly, the extent of
any future profits is uncertain. Moreover, the level of
profitability cannot be predicted.
GEOPOLITICAL AND INTERNATIONAL
OPERATING RISKS
The Company is exposed to risks arising from
geopolitical developments, including armed conflict,
terrorism, and shifting diplomatic or security policies.
These can influence global market stability, disrupt
supply chains, and alter procurement timelines—
particularly in the defence and national security
sectors where the Company operates.
As the Company engages across multiple
jurisdictions, it is subject to increased exposure from
political transitions, regulatory divergence, and trade
measures such as tariffs or export controls. In 2024
and early 2025, signals from countries including the
United States suggest a heightened risk of such
measures, which may impact input costs and pricing
competitiveness.
Additional risks include challenges in enforcing
intellectual property rights, inconsistent product
regulations, and localised instability in customer
markets. These factors may affect contract execution,
customer payments, and overall market access.
The Company mitigates these risks through
ongoing monitoring of international developments,
direct engagement with defence and government
stakeholders, and proactive adjustment of
commercial and operational strategies. Nonetheless,
the Company acknowledges that not all impacts from
geopolitical change can be fully mitigated.
ANNUAL REPORT FY2025
18
DIRECTORS’
REPORT
ARCHTIS LIMITED
ANNUAL REPORT FY2025
19
DIRECTORS’ REPORT
DR MILES JAKEMAN AM
Chairman of the Board
The directors present their report, together with the financial statements, on the consolidated entity consisting
of archTIS Limited (referred to hereafter as the ‘company’ or ‘parent entity’) and the entities it controlled at the
end of, or during, the year ended 30 June 2025 (‘Reporting Period’ or ‘FY2025’).
DIRECTORS
The following persons were directors of archTIS Limited during the whole of the financial year and up to the
date of this report, unless otherwise stated:
•
Dr Miles Jakeman AM
•
Dr Marcus Thompson AM (appointed 11 December 2024)
•
Daniel Lai
•
Leanne Graham (finished 22 November 2024)
DIRECTORS AND MEETINGS OF DIRECTORS
The qualifications and experience of directors, including current and recent directorships, are detailed below:
Dr Miles Jakeman AM is a specialist
in business strategy, leadership, high
performance team development, and risk
management. As a company director, former
CEO and technology business founder, he
brings deep domain expertise in these areas
and has successfully guided companies
across global markets to deliver outstanding
year-on-year results. After 35 years of industry
experience, with the last 25 years as a
director, he has also built an excellent network
in the government, enterprise, and healthcare
sectors.
Miles co-founded and was the Managing
Director of Australian software and technology
success story, The Citadel Group Limited
(“Citadel”). During his time as Managing
Director, he grew Citadel from a start-up to
an ASX-listed company with over 300 staff
and a market capitalisation of more than $400
million. The company was subsequently sold
to Pacific Equity Partners for $503 million.
Miles has a Bachelor of Science (Hons),
a Graduate Diploma in Asian Studies, a
Doctorate of Philosophy (PhD) in Asian
Studies and a second PhD in Business
Leadership. He is conversant in Bahasa
Indonesia, Malay and Tok Pisin. Professionally,
Miles is a Fellow of the Australian Institute
of Company Directors (AICD) and has
successfully completed both the AICD
Diploma of International Company Directors
and the Mastering the Boardroom Advanced
Diploma. Miles was appointed as a Member
of the Order of Australia (AM) for significant
service to business, national security, and to
the community.
Interest in Shares and Options: 2,586,925
ordinary shares and 4,889,159 unlisted
options
Other current public listed company
directorships: GetBusy plc (AIM:GetB)
(appointed 3 July 2017)
Former public listed company directorships
(last 3 years): None
DIRECTORS’ REPORT
DR MARCUS THOMPSON AM
Non-Executive Director
Dr Marcus Thompson AM is a retired Major
General who served 34 years in the Australian
Army. Graduating from the Royal Military
College in 1988, Marcus was allocated to
the Royal Australian Corps of Signals. He
served in a variety of command, regimental
and Special Operations appointments
including: Command of the 3rd Combat Signal
Regiment; secondment to the Department of
the Prime Minister and Cabinet as the Senior
Advisor Defence Policy and Operations;
Director General Special Operations
Capability; Commander 6th Brigade; and
deployments to East Timor, Iraq, and
Afghanistan. His final appointment was as the
inaugural Head of Information Warfare for the
Australian Defence Force.
Marcus holds a Bachelor of Electrical
Engineering with honours from the University
of New South Wales, a Bachelor of Business
from the Royal Melbourne Institute of
Technology, a Master of Defence Studies
from the University of Canberra, a Master of
Strategic Studies from Deakin University, and
a PhD in Cyber Security from the University
of New South Wales. He was appointed a
Member of the Order of Australia in the 2014
Queen’s Birthday Honours List.
Since leaving the Australian Army, Marcus
has founded Cyber Compass Pty Ltd, an
independent advisory focused on improving
cyber security and developing sovereign
Australian capability. He has worked with and
supported many Australian entities, including
Macquarie Technology Group, ParaFlare,
Penten, several major banks and financial
institutions, and the Melbourne Business
School. He is also a Non-Executive Director of
Bank Australia.
Interest in Shares and Options: The
Company has agreed to seek shareholder
approval at the 2025 AGM for the issue of
3,412,969 Options to Dr Thompson. The
Options shall have an exercise price of
$0.0972, an expiry date of 22 November 2027
and shall vest in equal instalments over three
years, subject to continued engagement as a
director of the Company.
Other current public listed company
directorships: None
Former public listed company directorships
(last 3 years): None
ANNUAL REPORT FY2025
20
ARCHTIS LIMITED
Daniel Lai is the CEO and Managing Director
of archTIS. He has extensive industry
experience in successfully delivering
outcomes as part of a senior executive
team to both government and commercial
organisations. Most importantly, Daniel
has direct experience in implementing
organisational change to address the real
challenges businesses confront today in a
rapidly evolving environment.
Over his career, he has had many successes,
including leading the Security Enterprise
Architecture for the Single Information
Environment for the AUS Department of
Defence, leading enterprise change as the
National Manager for Service Delivery for the
Australian Customs and Border Protection
Service, and restructuring and implementing
enterprise ITIL services for the Australian
Customs and Border Protection Service.
Daniel is a regular speaker at industry events
and has been featured in the Financial Review
and CIO magazine.
Interest in Shares and Options: 10,529,435
ordinary shares, 1,124,308 unlisted options
and 2,082,521 performance rights
Other current public listed company
directorships: None
Former public listed company directorships
(last 3 years): None
DANIEL LAI
CEO & Managing Director
DIRECTORS’ REPORT
ANNUAL REPORT FY2025
21
The Directors have determined that the consolidated entity’s operations continue not to be of a sufficient
magnitude to require the Board Committees outlined in the Corporate Governance Plan. The Board is carrying
out the duties that would ordinarily be assigned to each committee under the written terms of reference for that
committee.
Number of Meetings Held
Number Attended
Dr Miles Jakeman AM
14
13
Dr Marcus Thompson AM
8
8
Daniel Lai
14
14
Leanne Graham
5
4
MEETINGS OF DIRECTORS
The number of meetings of the company’s Board of Directors (‘the Board’) held during the year ended 30 June
2024, and the number of meetings attended by each director were:
ANNUAL REPORT FY2025
22
COMPANY SECRETARY
As at the date of this report, the role of company secretary is held jointly by Winton Willesee, Erlyn Dawson and
Robert Andrew Burns.
DIRECTORS’ REPORT
Erlyn is an experienced corporate professional with a broad range of
corporate governance and capital markets experience, having been
involved with several public company listings, merger and acquisition
transactions and capital raisings for ASX-listed companies across
a diverse range of industries. Erlyn holds a Bachelor of Commerce
(Accounting and Finance) and a Graduate Diploma in Applied Corporate
Governance. She is a member of the Governance Institute of Australia/
Chartered Secretary.
WINTON WILLESEE
Joint-Company Secretary
ERLYN DAWSON
Joint-Company Secretary
Andrew has over 25 years of experience in senior leadership roles
and has significant ASX experience. He led the listing process as
a consulting CFO for Racing and Sports Limited (ASX:RTH) and
Openpay Ltd (ASX:OPY), in 2021, and 2019 respectively , including
multiple subsequent capital raises. Andrew was employed the CFO
for The Citadel Group Limited (ASX:CGL)for 11 years until 2018, prior
to specializing as a Governance and risk Management consultant.
Andrew has strong technical competencies in financial management,
accounting, risk management and process improvement techniques with
a focus in B2B technology and businesses. Andrew holds a Bachelor
of Commerce, Executive Masters of Business Administration, and is a
Member of Chartered Accountants Australia and New Zealand, and a
Member of the Australian Institute of Company Directors.
Winton is an experienced company director and secretary with over 20
years’ experience in various roles within the Australian and international
capital markets. Winton has considerable experience with ASX listed and
other companies over a broad range of industries having been involved
with many successful ventures from early stage through to large capital
development projects. Winton holds a Master of Commerce, a Post-
Graduate Diploma in Business (Economics and Finance), a Graduate
Diploma in Applied Finance and Investment, a Graduate Diploma in
Applied Corporate Governance, a Graduate Diploma in Education and a
Bachelor of Business. He is a Fellow of the Financial Services Institute of
Australasia, a Graduate of the Australian Institute of Company Directors,
a Member of CPA Australia and a Fellow of the Governance Institute of
Australia and the Institute of Chartered Secretaries and Administrators/
Chartered Secretary.
ROBERT ANDREW BURNS
Joint-Company Secretary
ARCHTIS LIMITED
ANNUAL REPORT FY2025
23
DIRECTORS’ REPORT
PRINCIPAL ACTIVITIES
During the financial year the principal continuing activities of the consolidated entity consisted of:
•
Sales of a secure information management and collaboration software: Kojensi either in-cloud or on-
premise and NC Protect for users of the Microsoft software suite;
•
Consulting and solutions services for secure information sharing and inter-organisational collaboration
related to the above software sales;
•
Continued innovations in Data-Centric Security focus on protecting data at its source, enhancing privacy
and compliance by securing data throughout its lifecycle; and increasingly leverage Data Orchestration and
Automation to streamline policy enforcement, accelerate threat response, and ensure consistent security
controls across complex, distributed environments; and,
•
Evolving Attribute-Based Access Controls (ABAC) as the primary mechanism for innovation of dynamically
managed access based on user and environment attributes, providing granular and adaptive data
protection.
DIVIDENDS
No dividends were paid during the financial year.
REVIEW OF OPERATIONS
Refer to pages 12-13 of the annual report for an overview of the FY2025 operations, which forms part of this
Directors’ report.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
There were no significant changes in the state of affairs of the consolidated entity during the financial year.
MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR
On 1 July 2025, archTIS successfully completed a capital raise of $7.5 million (before costs). The raise was
supported by new and existing institutional and sophisticated investors and is aimed at supporting the growth
of international operations, advancing strategic partnerships, and product development.
No further matters or circumstances have arisen since 30 June 2025 which have significantly affected, or may
significantly affect:
a) the Company’s operations in future financial years, or
b) the results of those operations in future financial years, or
c) the Company’s state of affairs in future financial years.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS
The Directors believe the market for data-centric security solutions will continue to experience strong growth.
The Company’s principal activities are well-positioned to capitalise on these opportunities and benefit from the
expanding demand for Data Centric Security.
In accordance with section 299(1)(e) of the Corporations Act 2001, information on likely developments in the
operations of the consolidated entity and the expected results of those operations has not been included in
this report, as the Directors are of the opinion that such disclosure would be likely to result in unreasonable
prejudice to the consolidated entity.
ANNUAL REPORT FY2025
24
SHARES UNDER OPTION
Unissued ordinary shares of archTIS Limited under option at the date of this report are as follows:
Class Code
Grant Date
Expiry Date
Exercise Price
Number under
Option
AR9O19
20 Dec 2024
22 Nov 2027
$0.0972
3,412,969
AR9020
20 Dec 2024
20 Dec 2028
$0.0771
2,992,918
AR9016
21 Dec 2023
21 Dec 2026
$0.0792
378,673
AR9017
21 Dec 2023
21 Dec 2026
$0.0792
1,172,471
AR9018
21 Dec 2023
21 Dec 2026
$0.0792
732,977
AR9O12
24 Nov 2021
24 Nov 2025
$0.316
1,000,000
AR9O13
23 Dec 2022
23 Dec 2025
$0.200
3,337,102
AR9O14
13 DEC 2022
13 DEC 2025
$0.2000
8,642,851
AR9O15
6 MAR 2023
6 MAR 2026
$0.1428
1,228,355
Total options on issue
22,898,316
DIRECTORS’ REPORT
ENVIRONMENTAL REGULATION
The consolidated entity is not subject to any significant environmental regulation under Australian
Commonwealth or State law.
INDEMNITY AND INSURANCE OF OFFICERS
The company has indemnified the directors and executives of the company for costs incurred, in their capacity
as a director or executive, for which they may be held personally liable, except where there is a lack of good
faith.
During the financial year, the company paid a premium in respect of a contract to insure the directors and
executives of the company against a liability to the extent permitted by the Corporations Act 2001. The contract
of insurance prohibits disclosure of the nature of the liability and the amount of the premium.
PROCEEDINGS ON BEHALF OF THE COMPANY
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring
proceedings on behalf of the consolidated entity, or to intervene in any proceedings to which the company
is a party for the purpose of taking responsibility on behalf of the consolidated entity for all or part of those
proceedings.
No person entitled to exercise the options had or has any right by virtue of the option to participate in any share
issue of the company or of any other body corporate.
ARCHTIS LIMITED
ANNUAL REPORT FY2025
25
DIRECTORS’ REPORT
The remuneration report details the key management personnel remuneration arrangements for the
consolidated entity, in accordance with the requirements of section 300A of the Corporations Act 2001 and its
Regulations.
Key management personnel are those persons having authority and responsibility for planning, directing and
controlling the activities of the entity, directly or indirectly, including all directors.
Overview of remuneration approach and framework
The performance of the consolidated entity depends on the quality of its directors and executives. The
remuneration philosophy is to attract, motivate and retain high performance and high-quality personnel.
The remuneration of Directors and other key management personnel is fixed annually. Incentives are structured
to reward outstanding performance against agreed Key Performance Indicators (KPI’s), including financial and
non-financial metrics.
The consolidated entity did not engage a remuneration consultant to provide recommendations in respect of
the remuneration of key management personnel.
In accordance with best practice corporate governance, the structure of non-executive director and executive
director remuneration is distinctly different.
Non-executive directors’ remuneration
Fees and payments to non-executive directors reflect the demands and responsibilities of their role. Non-
executive directors’ fees and payments are reviewed annually by the Board.
The ASX Listing Rules and the Company’s Constitution provide that the aggregate annual non-executive
directors’ fees paid shall not exceed that determined by shareholders in a general meeting. On 22 November
2024, shareholders approved a maximum annual aggregate remuneration of $750,000 per annum.
Executive remuneration
The consolidated entity aims to reward executives based on their position and responsibility, with a level and
mix of remuneration which has both fixed and variable components.
The executive remuneration and reward framework has four components:
•
base pay and non-monetary benefits;
•
short-term performance incentives;
•
share-based payments; and,
•
other remuneration such as superannuation and long service leave.
The combination of these comprises the executive’s total remuneration.
Fixed remuneration, consisting of base salary, superannuation and non-monetary benefits, are reviewed
annually by the Board based on individual and business unit performance, the overall performance of the
consolidated entity and comparable market remunerations.
Executives may receive their fixed remuneration in the form of cash or other fringe benefits (for example motor
vehicle benefits) where it does not create any additional costs to the consolidated entity and provides additional
value to the executive.
The short-term incentives (‘STI’) program is designed to align the targets of the business units with the
performance hurdles of executives. STI payments are granted to executives based on specific annual targets
and key performance indicators (‘KPI’) being achieved.
The long-term incentives (‘LTI’) include long service leave and share-based payments. Securities are awarded
to executives which vest over periods of approximately two to three years based on LTI measures.
REMUNERATION REPORT (AUDITED)
ANNUAL REPORT FY2025
26
2025
Directors
Dr Miles Jakeman AM
Non-executive Chairman
Dr Marcus Thompson AM
Non-executive Director (appointed 11 December 2024)
Daniel Lai
Managing Director & Chief Executive Officer
Leanne Graham
Non-executive Director (ceased 22 November 2024)
Key Management Personnel
Kurt Mueffelmann
Global Chief Operations Officer
Robert Andrew Burns
Chief Financial Officer
During the prior comparative period, the key management personnel of the Group consisted of the following
personnel of archTIS Limited.
2024
Directors
Dr Miles Jakeman AM
Non-executive Chairman
Daniel Lai
Managing Director & Chief Executive Officer
Leanne Graham
Non-executive Director
Key Management Personnel
Kurt Mueffelmann
Global Chief Operations Officer
Kylie Sheather
Chief Financial Officer (ceased 12 April 2024)
Robert Andrew Burns
Chief Financial Officer (commenced 1 April 2024)
DIRECTORS’ REPORT
REMUNERATION REPORT (AUDITED) (CONTINUED)
Details of remuneration
Amounts of remuneration
Details of the remuneration of key management personnel of the consolidated entity are set out in the following
tables.
During the Reporting Period, the key management personnel of the consolidated entity consisted of the following
personnel of archTIS Limited. The following persons were key management personnel of the consolidated entity
during the whole of the Reporting Period and up to the date of this report, unless otherwise stated:
ARCHTIS LIMITED
ANNUAL REPORT FY2025
27
DIRECTORS’ REPORT
Short-term benefits
Salary &
Fees
Cash
bonus
Other
Share-
based
pay-
ments
Post
employ-
ment
super
Long
service
leave
Termina-
tion
Benefits
Total
% of
salary
assoc.
with
perfor-
mance
Share-
based
pay
ments
as a %
of total
$
$
$
$
$
$
$
%
%
2025
Non-Executive
Directors
Dr Miles Jakeman
AM
78,312
-
-
51,900
9,006
-
- 139,216
-
37%
Dr Marcus
Thompson AM
38,281
-
-
-
-
-
-
38,281
-
-
Leanne Graham
31,232
-
-
3,263
-
-
-
34,495
-
9%
Executive Directors
Daniel Lai
322,397
18,774
-
51,382
35,565
6,065
- 434,183
6%
12%
Key Management Personnel
Kurt Mueffelmann* 404,041
14,472
-
59,652
-
-
- 478,165
3%
12%
Robert Andrew
Burns****
278,629
9,375 141,371 134,148
-
-
- 563,523
2%
24%
2024
Non-Executive
Directors
Dr Miles Jakeman
AM
76,314
-
-
17,327
8,395
-
- 102,036
-
17%
Leanne Graham
55,341
-
-
12,996
-
-
-
68,336
-
19%
Executive Directors
Daniel Lai
300,000
21,953
-
34,533
30,140
5,000
- 391,626
7%
9%
Key Management Personnel
Kurt
Mueffelmann**
380,373
20,464
-
41,577
-
-
- 442,414
5%
9%
Kylie Sheather***
224,222
-
37,035
3,046
28,708
(9,829)
64,615 347,797
0%
1%
Robert Andrew
Burns
132,300
-
-
25,000
-
-
- 157,300
-
16%
*Estimated AUD remuneration based on USD to AUD 2024/25 average exchange rate of 1.5453
** Estimated AUD remuneration based on USD to AUD 2023/24 average exchange rate of 1.5215
***Ceased 12 April 2024
****Other monetary benefits include contracted fees for roles other than the Chief Financial Officer.
REMUNERATION REPORT (AUDITED) (CONTINUED)
ANNUAL REPORT FY2025
28
DIRECTORS’ REPORT
REMUNERATION REPORT (AUDITED) (CONTINUED)
Services Agreements
Remuneration and other terms of employment for key management personnel are formalised in service
agreements with the company or its subsidiaries. Details of these agreements are as follows:
Name: Daniel Lai
Title: Chief Executive Officer
Agreement commenced: 29 June 2018
Term of agreement: No fixed term. Six-month termination period.
Details: The remuneration is $351,225 per year including statutory superannuation, plus variable compensation
of an additional 90% of base salary, comprising of an annual cash bonus and long-term equity incentives,
based on financial KPIs set by the Board.
Name: Kurt Mueffelmann
Title: Senior Vice President of Sales, Chief Operating Officer of archTIS and President of US Operations
Agreement commenced: 23 December 2020
Term of agreement: Annual term, renewed automatically unless either party gives notice not to extend at least
30 days prior to the renewal date. In the event of termination without cause or resignation for good reason
(unremedied cause), in addition to accrued amounts, Kurt will receive salary and bonus continuation equal to 12
months base salary plus bonus and performance-based securities, and up to 12 months continued insurance
benefits.
Details: The remuneration is US$262,500 per year, plus variable compensation of up to an additional 80% of
base salary, comprising of an annual cash bonus and long-term equity incentives, subject to achievement of
annual KPIs set by the Board.
Name: Robert Andrew Burns
Title: Chief Financial Officer
Agreement commenced: 1 April 2024
Term of agreement: Continued Engagement through to 30 June 2026
Details: Burns Executive Services Pty Ltd is contracted to provide outsourced corporate services to archTIS Ltd
with the second term of the agreement extending to 30 June 2026. The contracted corporate services include
the role of Chief Financial Officer of which Andrew Burns is the specified personnel. The contract remuneration
covers the Chief Financial Officer (CFO) role, but it is important to note that this is just one of several positions
included in the agreement. The total contract value compensates for a team of professionals delivering a range
of shared services. These services encompass various essential functions, including: Financial controllership,
Financial planning and analysis, Accounts payable, and Payroll management. The contract’s remuneration
package is comprehensive, covering the costs associated with providing these critical business functions.
•
Base rate of $540,000 excluding GST, effective from 1 July 2025;
•
STI of $99,000 based on the same annual targets and KPIs being achieved as the Executive.
•
LTI of $165,000 based on the same terms as the FY2026 LTI for the Executive team; and,
•
Three months’ notice by either party is required for termination of the contract.
Key management personnel have no entitlement to termination payments in the event of removal for
misconduct.
ARCHTIS LIMITED
ANNUAL REPORT FY2025
29
DIRECTORS’ REPORT
REMUNERATION REPORT (AUDITED) (CONTINUED)
Share-based compensation
Options
The terms and conditions of each grant of options over ordinary shares affecting remuneration of directors and
other key management personnel in this financial year or future reporting years are as follows:
* Subject to continued engagement as a director of the Company on the date of vesting.
AR9012, 19 options were granted to the non-executive directors as part of their remuneration packages. The
options are exercisable by the holder from the vesting date. If the holder ceases to be a director of the Company,
vested options will lapse six months after cessation of engagement. Unvested options will lapse immediately
upon cessation of engagement.
There are no amounts paid or payable by the recipient in relation to the granting of such options other than on
their potential exercise. Options granted carry no dividend or voting rights.
Grant
Date
Vesting
Date
Expiry
Date
Exercise
Price
Value
Per Option
Number
Under Option
AR9012, 19 Class
Non-Executive Directors
Dr Miles Jakeman AM
24 Nov 21
24 Nov 22
24 Nov 25
$0.316
$0.097
333,333
24 Nov 21
24 Nov 23
24 Nov 25
$0.316
$0.097
333,333
24 Nov 21
24 Nov 24
24 Nov 25
$0.316
$0.097
333,334
22 Nov 24
22 Nov 25
22 Nov 27
$0.0972
$0.0293
1,137,656
22 Nov 24
22 Nov 26
22 Nov 27
$0.0972
$0.0293
1,137,656
22 Nov 24
22 Nov 27
22 Nov 27
$0.0972
$0.0293
1,137,657
ANNUAL REPORT FY2025
30
DIRECTORS’ REPORT
REMUNERATION REPORT (AUDITED) (CONTINUED)
Share-based compensation (continued)
Grant
Date
Vesting
Date
Expiry
Date
Exercise
Price
Value
Per Option
Number
Under Option
AR9O15, 16, 18, 20
Executive Directors
Daniel Lai
6 Mar 23
30 Jun 23
6 Mar 26
$0.1428
$0.0385
70,028
6 Mar 23
30 Jun 24
6 Mar 26
$0.1428
$0.0385
70,028
6 Mar 23
30 Jun 25
6 Mar 26
$0.1428
$0.0385
70,028
23 Nov 23
30 Jun 24
21 Dec 26
$0.0792
$0.0385
126,224
23 Nov 23
30 Jun 25
21 Dec 26
$0.0792
$0.0385
126,224
23 Nov 23
30 Jun 26
21 Dec 26
$0.0792
$0.0385
126,225
20 Dec 24
30 Jun 25
20 Dec 28
$0.0771
$0.0366
138,835
20 Dec 24
30 Jun 26
20 Dec 28
$0.0771
$0.0366
138,835
20 Dec 24
30 Jun 27
20 Dec 28
$0.0771
$0.0366
138,834
Key Management Personnel
Kurt Mueffelmann
21 Apr 23
30 Jun 23
6 Mar 26
$0.1428
$0.0385
83,011
21 Apr 23
30 Jun 24
6 Mar 26
$0.1428
$0.0385
83,011
21 Apr 23
30 Jun 25
6 Mar 26
$0.1428
$0.0385
83,011
21 Dec 23
30 Jun 24
21 Dec 26
$0.0792
$0.0371
158,653
21 Dec 23
30 Jun 25
21 Dec 26
$0.0792
$0.0371
158,653
21 Dec 23
30 Jun 26
21 Dec 26
$0.0792
$0.0371
158,653
20 Dec 24
30 Jun 25
20 Dec 28
$0.0771
$0.0366
171,240
20 Dec 24
30 Jun 26
20 Dec 28
$0.0771
$0.0366
171,240
20 Dec 24
30 Jun 27
20 Dec 28
$0.0771
$0.0366
171,241
Robert Andrew Burns
20 Dec 24
30 Jun 25
20 Dec 28
$0.0771
$0.0366
181,487
20 Dec 24
30 Jun 26
20 Dec 28
$0.0771
$0.0366
181,487
20 Dec 24
30 Jun 27
20 Dec 28
$0.0771
$0.0366
181,488
* Subject to continued employment with the Company on the date of vesting.
ARCHTIS LIMITED
ANNUAL REPORT FY2025
31
DIRECTORS’ REPORT
Options classes AR9O15, 16, 17, 18, 20 are granted to the executive directors and key management personnel
and staff as part of a retention strategy. The options are issued based on the discretion of Non-Executive
Directors which is reviewed annually, and are not part of the executive directors and key management personnel
remuneration packages. The options vest annually on the 30th of June based on continued engagement. The
options are exercisable by the holder from the vesting date. If the holder ceases to be engaged by the Company,
vested options will lapse six months after cessation of engagement. Unvested options will lapse immediately
upon cessation of engagement.
There are no amounts paid or payable by the recipient in relation to the granting of such options other than on
their potential exercise. Options granted carry no dividend or voting rights.
Share holding
The number of shares in the company held during the financial year by each director and other members of key
management personnel of the consolidated entity, including their personally related parties, is set out below:
REMUNERATION REPORT (AUDITED) (CONTINUED)
Share-based compensation (continued)
Opening
Balance
Received
as part of
remuneration
Additions
Disposals
Closing
Balance
Non-Executive Directors
Dr Miles Jakeman AM
2,586,925
-
-
-
2,586,925
Dr Marcus Thompson AM
-
-
-
-
-
Leanne Graham (ceased 22
Nov 24)
1,011,569
-
-
-
1,011,569
Executive Directors
Daniel Lai
10,150,762
378,672
-
-
10,529,434
Key Management
Personnel
Kurt Mueffelmann
18,511,488
475,959
-
-
18,987,447
Robert Andrew Burns
91,735
1,289,705
-
-
1,381,440
ANNUAL REPORT FY2025
32
DIRECTORS’ REPORT
Opening
Balance
Granted
Exercised/
Vested
Expired/
Forfeited
Closing
Balance
Non-Executive Directors
Dr Miles Jakeman AM
1,476,190
3,412,969
-
-
4,889,159
Dr Marcus Thompson AM
-
-
-
-
-
Leanne Graham
875,659
-
-
(875,659)
-
Executive Directors
Daniel Lai
2,601,168
2,499,0251,2
(378,672)
(1,514,692)
3,206,829
Key Management
Personnel
Kurt Mueffelmann
3,267,311
3,082,3252
(475,959)
(1,903,835)
3,969,842
Robert Andrew Burns
1,289,705
2,975,0952
(1,289,705)
-
2,975,095
Option & performance rights holding
The number of options and performance rights over ordinary shares in the company held during the financial year
by each director and other members of key management personnel of the consolidated entity, including their
personally related parties, is set out below:
REMUNERATION REPORT (AUDITED) (CONTINUED)
Share-based compensation (continued)
This concludes the remuneration report, which has been audited.
1 2,082,521 Performance Rights and 416,504 Tenure Options were issued to Lai under the Company’s Employee Incentive Plan (adopted at the Company’s
Annual General Meeting under listing rule 10.14 held on 23 November 2023).
2 A summary of the vesting conditions attached to these securities is set out in Note 24.
ARCHTIS LIMITED
ANNUAL REPORT FY2025
33
AUDITOR
RSM Australia Partners (“RSM”) continues in office in accordance with section 327 of the Corporations Act
2001.
Non-audit services
Details of the amounts paid or payable to RSM for non-audit services provided during the financial year by the
auditor are outlined in Note 29 to the financial statements.
The directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by
another person or firm on RSM’s behalf), is compatible with the general standard of independence for auditors
imposed by the Corporations Act 2001.
The directors are of the opinion that the services as disclosed in Note 29 to the financial statements do not
compromise the external auditor’s independence requirements of the Corporations Act 2001 for the following
reasons:
•
all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and
objectivity of RSM; and,
•
none of the services undermine the general principles relating to auditor independence as issued by the
Accounting Professional and Ethical Standards (APES) Board set out in APES 110 Code of Ethics for
Professional Accountants, including reviewing or auditing RSM’s own work, acting in a management or
decision-making capacity for the company, acting as advocate for the company or jointly sharing economic
risks and rewards.
Indemnity and insurance of auditor
The company has not, during or since the end of the financial year, indemnified or agreed to indemnify the
auditor of the company or any related entity against a liability incurred by the auditor.
During the financial year, the company has not paid a premium in respect of a contract to insure the auditor of
the company or any related entity.
Rounding of amounts
The company is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities
and Investments Commission, relating to ‘rounding-off’. Amounts in this report have been rounded off in
accordance with that Corporations Instrument to the nearest dollar.
Corporate Governance
The Company’s 2025 Corporate Governance Statement is contained in the ‘Corporate Governance’ section of
the Company’s website at https://investors.archtis.com/governance.
Auditor’s independence declaration
A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001
is included on page 75.
This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the
Corporations Act 2001.
On behalf of the directors,
Dr Miles Jakeman AM
Chairman
27 August 2025
Canberra, ACT
DIRECTORS’ REPORT
ANNUAL REPORT FY2025
34
FINANCIAL
STATEMENTS
ARCHTIS LIMITED
ANNUAL REPORT FY2025
35
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2025
2025
2024
Note
$
$
Revenue
3(a)
6,073,234
9,799,517
Cost of sales
(1,431,585)
(3,951,346)
Gross Profit
4,641,649
5,848,171
Other income
3(b)
1,632,748
1,928,702
Sales and marketing
5
(1,754,717)
(1,629,781)
General administration
5
(9,619,672)
(10,755,986)
Loss before income tax
(5,099,992)
(4,608,894)
Income tax (expense) / benefit
6
340,537
352,918
Other Comprehensive Income
-
-
Total Comprehensive Income for the Year
(4,759,455)
(4,255,976)
Earnings per share
Cents
Cents
Basic earnings per share
36
(1.66)
(1.49)
Diluted earnings per share
36
(1.66)
(1.49)
The above consolidated statement of profit and loss and other comprehensive income should be read in conjunction with
the accompanying notes.
ANNUAL REPORT FY2025
36
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2025
2025
2024
Note
$
$
ASSETS
Current assets
Cash and cash equivalents
7
3,148,981
2,916,097
Trade and other receivables
8
578,440
413,516
Other current assets
9
1,931,245
2,285,337
Income Tax Receivable
32,971
16,174
Total current assets
5,691,637
5,631,124
Non-current assets
Other non-current assets
10
-
36,971
Property, plant and equipment
11
120,240
106,929
Intangible assets
12
10,811,955
10,732,837
Right of use asset
13
166,221
107,661
Total non-current assets
11,098,416
10,984,398
Total assets
16,790,053
16,615,522
LIABILITIES
Current liabilities
Trade and other payables
14
550,560
802,305
Employee benefits
15
433,435
301,377
Provisions
16
1,046,270
680,651
Other current liabilities
17
522,564
461,984
Contract liabilities
17
4,561,176
2,517,719
Lease liability
18
172,418
166,588
Borrowings
19
1,999,908
1,000
Total current liabilities
9,286,331
4,931,624
Non-current liabilities
Employee benefits
15
169,324
133,331
Provisions
16
-
-
Contract liabilities
20
1,738,815
529,539
Deferred tax and other
21
195,079
578,700
Lease liability
18
-
-
Borrowings
19
-
1,000,000
Total non-current liabilities
2,103,218
2,241,570
Total liabilities
11,389,549
7,173,194
NET ASSETS
5,400,504
9,442,328
EQUITY
Issued capital
22
43,639,377
43,407,980
Reserves
23
2,159,020
1,672,786
Retained profits (accumulated losses)
25
(40,397,893)
(35,638,438)
TOTAL EQUITY ATTRIBUTABLE TO THE OWNERS
5,400,504
9,442,328
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
ARCHTIS LIMITED
ANNUAL REPORT FY2025
37
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2025
Consolidated
Note
Issued capital
Reserves
Retained profits
Total equity
$
$
$
$
Balance at 1 July 2024
43,407,980
1,672,786
(35,638,438)
9,442,328
Total comprehensive
income for the year
-
-
(4,759,455)
(4,759,455)
Transactions with owners in their capacity as owners:
Issue of share capital
22
-
-
-
-
Exercise of options
22
-
-
-
Vesting of performance
rights
22
231,397
(231,397)
-
Capital raise and
establishment costs
22
-
-
-
-
Foreign exchange reserve
23
-
2,522
-
2,522
Share-based payments
23
-
715,109
-
715,109
Balance at 30 June 2025
22,23,25
43,639,377
2,159,020
(40,397,893)
5,400,504
Balance at 1 July 2023
43,276,195
1,542,027
(31,382,462)
13,435,760
Total comprehensive
income for the year
-
-
(4,255,976)
(4,255,976)
Transactions with owners in their capacity as owners:
Issue of share capital
22
-
-
-
-
Exercise of options
22
-
-
-
Vesting of performance
rights
22
134,009
(134,009)
-
Capital raise and
establishment costs
22
(2,224)
-
-
(2,224)
Foreign exchange reserve
23
-
20,599
-
20,599
Share-based payments
23
-
244,169
-
244,169
Balance at 30 June 2024
22,23,25
43,407,980
1,672,786
(35,638,438)
9,442,328
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
ANNUAL REPORT FY2025
38
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2025
2025
2024
Note
$
$
Cash flows from operating activities
Receipts from customers
9,690,494
12,081,835
Payments to suppliers and employees
(8,503,436)
(12,619,575)
Receipts from R&D tax incentive
1,856,092
2,117,769
Government grants & incentives
36,600
36,600
Interest received
57,736
92,594
Interest paid Lease
(10,126)
(37,848)
Interest Paid Other
(103,247)
(8,679)
Income tax paid
(66,822)
(26,324)
Net cash provided by / (used in) operating activities
35
2,957,291
1,636,372
Cash flows from investing activities
Proceeds from sale of property, plant and equipment
-
-
Purchase of property, plant and equipment
(41,451)
-
Purchase of intangibles
12
(2,960,239)
(2,739,360)
Payment for purchase of business, net of cash acquired
30
(484,574)
-
Net cash provided by / (used in) investing activities
(3,486,264)
(2,739,360)
Cash flows from financing activities
Proceeds / (repayment) of borrowings
998,908
1,000,000
Proceeds from issue of shares
-
-
Costs of capital raise
-
(2,224)
Repayments under leases
(232,430)
(224,416)
Net cash provided by / (used in) financing activities
766,478
773,360
Net increase / (decrease) in cash held
237,505
(329,628)
Cash and cash equivalents at beginning of period
2,916,097
3,245,108
Effects of exchange rate changes on cash and cash equivalents
(4,621)
617
Cash and cash equivalents at end of period
7
3,148,981
2,916,097
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
ARCHTIS LIMITED
ANNUAL REPORT FY2025
39
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Note 1. Significant Accounting Policies
The principal accounting policies adopted in
the preparation of the financial statements
are set out below. These policies have been
consistently applied to all the years
presented, unless otherwise stated.
(a) Going concern
The financial statements have been
prepared on the going concern basis, which
contemplates continuity of normal business
activities and the realisation of assets and
discharge of liabilities in the normal course
of business.
The consolidated entity incurred a loss after
tax of ($4,759,455) ,(2024 ($4,255,976)) and
had net movement in cash of $237,505,
compared to (2024: ($329,628)). The entity
has an excess of current liabilities over
current assets of $3,594,694 as at 30 June
2025. The entity has prepared a cash flow
forecast which indicates that the entity has
sufficient cash to meet its debts as and
when they fall due and payable.
The Directors believe that it is reasonably
foreseeable that the consolidated entity will
continue as a going concern and that it is
appropriate to adopt the going concern
basis in the preparation of the financial
report after consideration of the following
factors:
•
On 8 July 2025, archTIS successfully
completed a capital raise of $7.5
million (before costs). The raise was
supported by new and existing
institutional and sophisticated
investors and is aimed at supporting
the growth of international operations,
advancing strategic partnerships, and
product development.
•
Included in current liabilities is licence
and services revenue received in
advance amounting to $4,561,176
which is not expected to be paid by the
entity, but released to revenue as the
entity fulfills its obligations over the
next 12 months.
•
The Company is currently exploring
sales opportunities with various
potential customers across the
Government and Private sectors;
•
The Company has $1,500,000 in
unused bank loan facilities.
•
The Company has the ability to issue
additional equity securities to raise
further working capital by way of
capital raising
•
The Company has the ability to further
curtail administrative, marketing and
overhead cash outflows if required
(b) New or amended Accounting
Standards and Interpretations adopted
The consolidated entity has adopted all of
the new or amended Accounting Standards
and Interpretations issued by the Australian
Accounting Standards Board ('AASB') that
are mandatory for the current reporting
period.
Any new or amended Accounting Standards
or Interpretations that are not yet
mandatory have not been early adopted.
(c) Basis of preparation
These general purpose financial statements
have been prepared in accordance with
Australian Accounting Standards and
Interpretations issued by the Australian
Accounting Standards Board ('AASB') and
the Corporations Act 2001, as appropriate
for for-profit oriented entities. These
financial statements also comply with
International Financial Reporting Standards
as issued by the International Accounting
Standards Board ('IASB').
Historical cost convention
The financial statements have been
prepared under the historical cost
convention, except for, where applicable,
the revaluation of financial assets and
liabilities at fair value through profit or loss,
financial assets at fair value through other
comprehensive income, investment
properties, certain classes of property, plant
and equipment and derivative financial
instruments.
Critical accounting estimates
The preparation of the financial statements
requires the use of certain critical
accounting estimates. It also requires
management to exercise its judgement in
the process of applying the consolidated
entity's accounting policies. The areas
involving a higher degree of judgement or
complexity, or areas where assumptions
and estimates are significant to the
financial statements, are disclosed in note
2.
(d) Parent company information
In accordance with the Corporations Act
2001, these financial statements present
the results of the consolidated entity only.
Supplementary information about the
parent entity is disclosed in note 33.
(e) Principles of consolidation
The consolidated financial statements
incorporate the assets and liabilities of all
subsidiaries of archTIS Limited ('company'
or 'parent entity') as at 30 June 2025 and
the results of all subsidiaries for the year
then ended. archTIS Limited and its
subsidiaries together are referred to in
these financial statements the 'consolidated
entity'.
Subsidiaries are all those entities over
which the consolidated entity has control.
The consolidated entity controls an entity
when the consolidated entity is exposed to,
or has rights to, variable returns from its
involvement with the entity and has the
ability to affect those returns through its
power to direct the activities of the entity.
Subsidiaries are fully consolidated from the
date on which control is transferred to the
consolidated entity. They are de-
consolidated from the date that control
ceases.
Intercompany transactions, balances and
unrealised gains on transactions between
entities in the consolidated entity are
eliminated. Unrealised losses are also
eliminated unless the transaction provides
evidence of the impairment of the asset
transferred. Accounting policies of
subsidiaries have been changed where
necessary to ensure consistency with the
policies adopted by the consolidated entity.
The acquisition of subsidiaries is accounted
for using the acquisition method of
accounting. A change in ownership interest,
without the loss of control, is accounted for
as an equity transaction, where the
difference between the consideration
transferred and the book value of the share
of the non-controlling interest acquired is
recognised directly in equity attributable to
the parent.
Non-controlling interest in the results and
equity of subsidiaries are shown separately
in the statement of profit or loss and other
comprehensive income, statement of
financial position and statement of changes
in equity of the consolidated entity. Losses
incurred by the consolidated entity are
attributed to the non-controlling interest in
full, even if that results in a deficit balance.
Where the consolidated entity loses control
over a subsidiary, it derecognises the assets
including goodwill, liabilities and non-
controlling interest in the subsidiary
together with any cumulative translation
ANNUAL REPORT FY2025
40
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Note 1. Significant Accounting Policies
differences recognised in equity. The
consolidated entity recognises the fair value
of the consideration received and the fair
value of any investment retained together
with any gain or loss in profit or loss.
(f)
Foreign currency translation
The financial statements are presented in
Australian dollars, which is archTIS
Limited's functional and presentation
currency.
Foreign currency transactions
Foreign currency transactions are
translated into Australian dollars using the
exchange rates prevailing at the dates of
the transactions. Foreign exchange gains
and losses resulting from the settlement of
such transactions and from the translation
at financial year-end exchange rates of
monetary assets and liabilities denominated
in foreign currencies are recognised in profit
or loss.
Foreign operations
The assets and liabilities of foreign
operations are translated into Australian
dollars using the exchange rates at the
reporting date. The revenues and expenses
of foreign operations are translated into
Australian dollars using the average
exchange rates, which approximate the
rates at the dates of the transactions, for
the period. All resulting foreign exchange
differences are recognised in other
comprehensive income through the foreign
currency reserve in equity.
The foreign currency reserve is recognised
in profit or loss when the foreign operation
or net investment is disposed of.
(g) Revenue recognition
The consolidated entity recognises revenue
as follows:
Revenue from contracts with customers
Revenue is recognised at an amount that
reflects the consideration to which the
consolidated entity is expected to be
entitled in exchange for transferring goods
or services to a customer. For each contract
with a customer, the consolidated entity:
identifies the contract with a customer;
identifies the performance obligations in the
contract; determines the transaction price
which takes into account estimates of
variable consideration and the time value of
money; allocates the transaction price to
the separate performance obligations on
the basis of the relative stand-alone selling
price of each distinct good or service to be
delivered; and recognises revenue when or
as each performance obligation is satisfied
in a manner that depicts the transfer to the
customer of the goods or services
promised.
Variable consideration within the
transaction price, if any, reflects
concessions provided to the customer such
as discounts, rebates and refunds, any
potential bonuses receivable from the
customer and any other contingent events.
Such estimates are determined using either
the 'expected value' or 'most likely amount'
method. The measurement of variable
consideration is subject to a constraining
principle whereby revenue will only be
recognised to the extent that it is highly
probable that a significant reversal in the
amount of cumulative revenue recognised
will not occur. The measurement constraint
continues until the uncertainty associated
with the variable consideration is
subsequently resolved. Amounts received
that are subject to the constraining principle
are recognised as a refund liability.
Sale of goods
Revenue from the sale of goods is
recognised at the point in time when the
customer obtains control of the goods,
which is generally at the time of delivery.
Rendering of services
Revenue from a contract to provide services
is recognised over time as the services are
rendered based on either a fixed price or an
hourly rate.
Interest
Interest revenue is recognised as interest
accrues using the effective interest method.
This is a method of calculating the
amortised cost of a financial asset and
allocating the interest income over the
relevant period using the effective interest
rate, which is the rate that exactly discounts
estimated future cash receipts through the
expected life of the financial asset to the
net carrying amount of the financial asset.
Other revenue
Other revenue is recognised when it is
received or when the right to receive
payment is established.
(h) Government grants
Government grants relating to costs are
deferred and recognised in profit or loss
over the period necessary to match them
with the costs that they are intended to
compensate.
(i)
Income tax
The income tax expense or benefit for the
period is the tax payable on that period's
taxable income based on the applicable
income tax rate for each jurisdiction,
adjusted by the changes in deferred tax
assets and liabilities attributable to
temporary differences, unused tax losses
and the adjustment recognised for prior
periods, where applicable.
Deferred tax assets and liabilities are
recognised for temporary differences at the
tax rates expected to be applied when the
assets are recovered or liabilities are
settled, based on those tax rates that are
enacted or substantively enacted, except
for:
•
When the deferred income tax asset or
liability arises from the initial
recognition of goodwill or an asset or
liability in a transaction that is not a
business combination and that, at the
time of the transaction, affects neither
the accounting nor taxable profits; or
•
When the taxable temporary difference
is associated with interests in
subsidiaries, associates or joint
ventures, and the timing of the reversal
can be controlled and it is probable
that the temporary difference will not
reverse in the foreseeable future.
Deferred tax assets are recognised for
deductible temporary differences and
unused tax losses only if it is probable that
future taxable amounts will be available to
utilise those temporary differences and
losses.
The carrying amount of recognised and
unrecognised deferred tax assets are
reviewed at each reporting date. Deferred
tax assets recognised are reduced to the
extent that it is no longer probable that
future taxable profits will be available for
the carrying amount to be recovered.
Previously unrecognised deferred tax
assets are recognised to the extent that it is
probable that there are future taxable
profits available to recover the asset.
ARCHTIS LIMITED
ANNUAL REPORT FY2025
41
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Note 1. Significant Accounting Policies
Deferred tax assets and liabilities are offset
only where there is a legally enforceable
right to offset current tax assets against
current tax liabilities and deferred tax
assets against deferred tax liabilities; and
they relate to the same taxable authority on
either the same taxable entity or different
taxable entities which intend to settle
simultaneously.
archTIS Limited (the 'head entity') and its
wholly-owned Australian subsidiaries have
formed an income tax consolidated group
under the tax consolidation regime. The
head entity and each subsidiary in the tax
consolidated group continue to account for
their own current and deferred tax amounts.
The tax consolidated group has applied the
'separate taxpayer within group' approach in
determining the appropriate amount of
taxes to allocate to members of the tax
consolidated group.
In addition to its own current and deferred
tax amounts, the head entity also
recognises the current tax liabilities (or
assets) and the deferred tax assets arising
from unused tax losses and unused tax
credits assumed from each subsidiary in
the tax consolidated group.
(j)
Current and non-current classification
Assets and liabilities are presented in the
statement of financial position based on
current and non-current classification.
An asset is classified as current when: it is
either expected to be realised or intended to
be sold or consumed in the consolidated
entity's normal operating cycle; it is held
primarily for the purpose of trading; it is
expected to be realised within 12 months
after the reporting period; or the asset is
cash or cash equivalent unless restricted
from being exchanged or used to settle a
liability for at least 12 months after the
reporting period. All other assets are
classified as non-current.
A liability is classified as current when:
•
it is either expected to be settled in the
consolidated entity's normal operating
cycle;
•
it is held primarily for the purpose of
trading;
•
it is due to be settled within 12 months
after the reporting period; or
•
there is no unconditional right to defer
the settlement of the liability for at
least 12 months after the reporting
period.
All other liabilities are classified as non-
current.
Deferred tax assets and liabilities are
always classified as non-current.
(k) 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 are shown within borrowings in
current liabilities on the statement of
financial position.
(l)
Trade and other receivables
Trade receivables are initially recognised at
fair value and subsequently measured at
amortised cost using the effective interest
method, less any allowance for expected
credit losses. Trade receivables are
generally due for settlement within 30 days.
The consolidated entity has applied the
simplified approach to measuring expected
credit losses, which uses a lifetime
expected loss allowance. To measure the
expected credit losses, trade receivables
have been grouped based on days overdue.
Other receivables are recognised at
amortised cost, less any allowance for
expected credit losses.
(m) Investments and other financial
assets
Investments and other financial assets are
initially measured at fair value. Transaction
costs are included as part of the initial
measurement, except for financial assets at
fair value through profit or loss. Such assets
are subsequently measured at either
amortised cost or fair value depending on
their classification. Classification is
determined based on both the business
model within which such assets are held
and the contractual cash flow
characteristics of the financial asset unless
an accounting mismatch is being avoided.
Financial assets are derecognised when the
rights to receive cash flows have expired or
have been transferred and the consolidated
entity has transferred substantially all the
risks and rewards of ownership. When there
is no reasonable expectation of recovering
part or all of a financial asset, it's carrying
value is written off.
Impairment of financial assets
The consolidated entity recognises a loss
allowance for expected credit losses on
financial assets which are either measured
at amortised cost or fair value through other
comprehensive income. The measurement
of the loss allowance depends upon the
consolidated entity's assessment at the end
of each reporting period as to whether the
financial instrument's credit risk has
increased significantly since initial
recognition, based on reasonable and
supportable information that is available,
without undue cost or effort to obtain.
Where there has not been a significant
increase in exposure to credit risk since
initial recognition, a 12-month expected
credit loss allowance is estimated. This
represents a portion of the asset's lifetime
expected credit losses that is attributable to
a default event that is possible within the
next 12 months. Where a financial asset
has become credit impaired or where it is
determined that credit risk has increased
significantly, the loss allowance is based on
the asset's lifetime expected credit losses.
The amount of expected credit loss
recognised is measured on the basis of the
probability weighted present value of
anticipated cash shortfalls over the life of
the instrument discounted at the original
effective interest rate.
(n) Property, plant and equipment
Plant and equipment is stated at historical
cost less accumulated depreciation and
impairment. Historical cost includes
expenditure that is directly attributable to
the acquisition of the items.
Depreciation is calculated on a straight-line
basis to write off the net cost of each item
of property, plant and equipment over their
expected useful lives as follows:
Leasehold
improvements
Term of lease
Office furniture &
equipment
2-5 years
Computer equipment
2-4 years
The residual values, useful lives and
depreciation methods are reviewed, and
adjusted if appropriate, at each reporting
date.
ANNUAL REPORT FY2025
42
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Note 1. Significant Accounting Policies
Leasehold improvements are depreciated
over the unexpired period of the lease or the
estimated useful life of the assets,
whichever is shorter.
An item of property, plant and equipment is
derecognised upon disposal or when there
is no future economic benefit to the
consolidated entity. Gains and losses
between the carrying amount and the
disposal proceeds are taken to profit or
loss. Any revaluation surplus reserve
relating to the item disposed of is
transferred directly to retained profits.
(o) Right-of-use assets
A right-of-use asset is recognised at the
commencement date of a lease. The right-
of-use asset is measured at cost, which
comprises the initial amount of the lease
liability, adjusted for, as applicable, any
lease payments made at or before the
commencement date net of any lease
incentives received, any initial direct costs
incurred, and, except where included in the
cost of inventories, an estimate of costs
expected to be incurred for dismantling and
removing the underlying asset, and
restoring the site or asset.
Right-of-use assets are depreciated on a
straight-line basis over the unexpired period
of the lease or the estimated useful life of
the asset, whichever is the shorter. Where
the consolidated entity expects to obtain
ownership of the leased asset at the end of
the lease term, the depreciation is over its
estimated useful life. Right-of use assets
are subject to impairment or adjusted for
any remeasurement of lease liabilities.
The consolidated entity has elected not to
recognise a right-of-use asset and
corresponding lease liability for short-term
leases with terms of 12 months or less and
leases of low-value assets. Lease payments
on these assets are expensed to profit or
loss as incurred.
(p) Intangible assets
Intangible assets acquired as part of a
business combination, other than goodwill,
are initially measured at their fair value at
the date of the acquisition. Intangible
assets acquired separately are initially
recognised at cost. Indefinite life intangible
assets are not amortised and are
subsequently measured at cost less any
impairment. Finite life intangible assets are
subsequently measured at cost less
amortisation and any impairment. The gains
or losses recognised in profit or loss arising
from the derecognition of intangible assets
are measured as the difference between net
disposal proceeds and the carrying amount
of the intangible asset. The method and
useful lives of finite life intangible assets
are reviewed annually. Changes in the
expected pattern of consumption or useful
life are accounted for prospectively by
changing the amortisation method or
period.
Goodwill
Goodwill arises on the acquisition of a
business. Goodwill is not amortised.
Instead, goodwill is tested annually for
impairment, or more frequently if events or
changes in circumstances indicate that it
might be impaired; and is carried at cost
less accumulated impairment losses.
Impairment losses on goodwill are taken to
profit or loss and are not subsequently
reversed.
Research and development
Research costs are expensed in the period
in which they are incurred. Development
costs are capitalised when it is probable
that the project will be a success
considering its commercial and technical
feasibility; the consolidated entity is able to
use or sell the asset; the consolidated entity
has sufficient resources and intent to
complete the development; and its costs
can be measured reliably. Capitalised
development costs are amortised on a
straight-line basis over the period of their
expected benefit, being their finite life of 5
years.
Research and development tax incentive
The Research and Development Tax
Incentive (RDTI) is a refundable tax offset
that is calculated as 43.5% of the eligible
research and development expenditure that
has been incurred by the consolidated
entity. The Directors consider any payment
arising from the RDTI to be a form of
government assistance and are of the view
that it is appropriate to recognise RDTI
receipts as Government Grants in
accordance with AASB120 Accounting for
Government Grants and Disclosure of
Government Assistance.
As such, RTDI refunds are recognised when
there is a sufficient degree of certainty that
the consolidated entity will comply with the
conditions attaching to RDTI and that the
payment will be received. Such refunds are
recognised in the Statement of profit and
loss and other comprehensive income on a
systematic basis over the periods in which
the consolidated entity recognises the
related costs for which the assistance is
intended to compensate. The proportion of
the refund that relates to capitalised
development is deducted against the
carrying amount of the related non-current
assets.
Patents and trademarks
Significant costs associated with patents
and trademarks are deferred and amortised
on a straight-line basis over the period of
their expected benefit, being their finite life
of 10 years.
Customer contracts
Customer contracts acquired in a business
combination are amortised on a straight-
line basis over the period of their expected
benefit, being their finite life of between 3 to
5 years.
Software
Significant costs associated with software
are deferred and amortised on a straight-
line basis over the period of their expected
benefit, being their finite life of between 3 to
5 years.
(q) Impairment of non-financial assets
Goodwill and other intangible assets that
have an indefinite useful life are not subject
to amortisation and are tested annually for
impairment, or more frequently if events or
changes in circumstances indicate that they
might be impaired. Other non-financial
assets are reviewed for impairment
whenever events or changes in
circumstances indicate that the carrying
amount may not be recoverable. An
impairment loss is recognised for the
amount by which the asset's carrying
amount exceeds its recoverable amount.
Recoverable amount is the higher of an
asset's fair value less costs of disposal and
value-in-use. The value-in-use is the present
value of the estimated future cash flows
relating to the asset using a pre-tax
discount rate specific to the asset or cash-
generating unit (CGU) to which the asset
belongs. Assets that do not have
independent cash flows are grouped
together to form a CGU.
(r)
Trade and other payables
ARCHTIS LIMITED
ANNUAL REPORT FY2025
43
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Note 1. Significant Accounting Policies
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.
(s) Lease liabilities
A lease liability is recognised at the
commencement date of a lease. The lease
liability is initially recognised at the present
value of the lease payments to be made
over the term of the lease, discounted using
the interest rate implicit in the lease or, if
that rate cannot be readily determined, the
consolidated entity's incremental borrowing
rate. Lease payments comprise of fixed
payments less any lease incentives
receivable, variable lease payments that
depend on an index or a rate, amounts
expected to be paid under residual value
guarantees, exercise price of a purchase
option when the exercise of the option is
reasonably certain to occur, and any
anticipated termination penalties. The
variable lease payments that do not depend
on an index or a rate are expensed in the
period in which they are incurred.
Lease liabilities are measured at amortised
cost using the effective interest method.
The carrying amounts are remeasured if
there is a change in the following: future
lease payments arising from a change in an
index or a rate used; residual guarantee;
lease term; certainty of a purchase option
and termination penalties. When a lease
liability is remeasured, an adjustment is
made to the corresponding right-of use
asset, or to profit or loss if the carrying
amount of the right-of-use asset is fully
written down.
(t)
Borrowings
Loans and borrowings are initially
recognised at the fair value of the
consideration received, net of transaction
costs. They are subsequently measured at
amortised cost using the effective interest
method.
(u) Finance costs
Finance costs attributable to qualifying
assets are capitalised as part of the asset.
All other finance costs are expensed in the
period in which they are incurred.
(v) Provisions
Provisions are recognised when the
consolidated entity has a present (legal or
constructive) obligation as a result of a past
event, it is probable the consolidated entity
will be required to settle the obligation, and
a reliable estimate can be made of the
amount of the obligation. The amount
recognised as a provision is the best
estimate of the consideration required to
settle the present obligation at the reporting
date, taking into account the risks and
uncertainties surrounding the obligation. If
the time value of money is material,
provisions are discounted using a current
pre-tax rate specific to the liability. The
increase in the provision resulting from the
passage of time is recognised as a finance
cost.
(w) Employee benefits
Short-term employee benefits
Liabilities for wages and salaries, including
non-monetary benefits, annual leave and
long service leave expected to be settled
wholly within 12 months of the reporting
date are measured at the amounts expected
to be paid when the liabilities are settled.
Other long-term employee benefits
The liability for annual leave and long
service leave not expected to be settled
within 12 months of the reporting date are
measured at the present value of expected
future payments to be made in respect of
services provided by employees up to the
reporting date using the projected unit
credit method. Consideration is given to
expected future wage and salary levels,
experience of employee departures and
periods of service. Expected future
payments are discounted using market
yields at the reporting date on corporate
bonds with terms to maturity and currency
that match, as closely as possible, the
estimated future cash outflows.
Defined contribution superannuation expense
Contributions to defined contribution
superannuation plans are expensed in the
period in which they are incurred.
Share-based payments
Equity-settled and cash-settled share-based
compensation benefits are provided to
employees.
Equity-settled transactions are awards of
shares, or options over shares, that are
provided to employees in exchange for the
rendering of services. Cash-settled
transactions are awards of cash for the
exchange of services, where the amount of
cash is determined by reference to the
share price.
The cost of equity-settled transactions are
measured at fair value on grant date. Fair
value is independently determined using
either the Binomial or Black-Scholes option
pricing model that takes into account the
exercise price, the term of the option, the
impact of dilution, the share price at grant
date and expected price volatility of the
underlying share, the expected dividend
yield and the risk free interest rate for the
term of the option, together with non-
vesting conditions that do not determine
whether the consolidated entity receives the
services that entitle the employees to
receive payment. No account is taken of
any other vesting conditions.
The cost of equity-settled transactions are
recognised as an expense with a
corresponding increase in equity over the
vesting period. The cumulative charge to
profit or loss is calculated based on the
grant date fair value of the award, the best
estimate of the number of awards that are
likely to vest and the expired portion of the
vesting period. The amount recognised in
profit or loss for the period is the
cumulative amount calculated at each
reporting date less amounts already
recognised in previous periods.
The cost of cash-settled transactions is
initially, and at each reporting date until
vested, determined by applying the Binomial
option pricing model, taking into
consideration the terms and conditions on
which the award was granted. The
cumulative charge to profit or loss until
settlement of the liability is calculated as
follows:
•
during the vesting period, the liability at
each reporting date is the fair value of
the award at that date multiplied by the
expired portion of the vesting period.
•
from the end of the vesting period until
settlement of the award, the liability is
the full fair value of the liability at the
reporting date.
All changes in the liability are recognised in
profit or loss. The ultimate cost of cash-
settled transactions is the cash paid to
settle the liability.
ANNUAL REPORT FY2025
44
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Note 1. Significant Accounting Policies
Market conditions are taken into
consideration in determining fair value.
Therefore, any awards subject to market
conditions are considered to vest
irrespective of whether or not that market
condition has been met, provided all other
conditions are satisfied.
If equity-settled awards are modified, as a
minimum an expense is recognised as if the
modification has not been made. An
additional expense is recognised, over the
remaining vesting period, for any
modification that increases the total fair
value of the share-based compensation
benefit as at the date of modification.
If the non-vesting condition is within the
control of the consolidated entity or
employee, the failure to satisfy the
condition is treated as a cancellation. If the
condition is not within the control of the
consolidated entity or employee and is not
satisfied during the vesting period, any
remaining expense for the award is
recognised over the remaining vesting
period, unless the award is forfeited.
If equity-settled awards are cancelled, it is
treated as if it has vested on the date of
cancellation, and any remaining expense is
recognised immediately. If a new
replacement award is substituted for the
cancelled award, the cancelled and new
award is treated as if they were a
modification.
(x) Fair value measurement
When an asset or liability, financial or non-
financial, is measured at fair value for
recognition or disclosure purposes, the fair
value is based on the price that would be
received to sell an asset or paid to transfer
a liability in an orderly transaction between
market participants at the measurement
date; and assumes that the transaction will
take place either: in the principal market; or
in the absence of a principal market, in the
most advantageous market.
Fair value is measured using the
assumptions that market participants would
use when pricing the asset or liability,
assuming they act in their economic best
interests. For non-financial assets, the fair
value measurement is based on its highest
and best use. Valuation techniques that are
appropriate in the circumstances and for
which sufficient data are available to
measure fair value, are used, maximising
the use of relevant observable inputs and
minimising the use of unobservable inputs.
Assets and liabilities measured at fair value
are classified into three levels, using a fair
value hierarchy that reflects the significance
of the inputs used in making the
measurements. Classifications are
reviewed at each reporting date and
transfers between levels are determined
based on a reassessment of the lowest
level of input that is significant to the fair
value measurement.
For recurring and non-recurring fair value
measurements, external valuers may be
used when internal expertise is either not
available or when the valuation is deemed
to be significant. External valuers are
selected based on market knowledge and
reputation. Where there is a significant
change in fair value of an asset or liability
from one period to another, an analysis is
undertaken, which includes a verification of
the major inputs applied in the latest
valuation and a comparison, where
applicable, with external sources of data.
(y) 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.
(z) Dividends
Dividends are recognised when declared
during the financial year and no longer at
the discretion of the company.
(aa) Business combinations
The acquisition method of accounting is
used to account for business combinations
regardless of whether equity instruments or
other assets are acquired.
The consideration transferred is the sum of
the acquisition-date fair values of the
assets transferred, equity instruments
issued or liabilities incurred by the acquirer
to former owners of the acquiree and the
amount of any non-controlling interest in
the acquiree. For each business
combination, the non-controlling interest in
the acquiree is measured at either fair value
or at the proportionate share of the
acquiree's identifiable net assets. All
acquisition costs are expensed as incurred
to profit or loss.
On the acquisition of a business, the
consolidated entity assesses the financial
assets acquired and liabilities assumed for
appropriate classification and designation
in accordance with the contractual terms,
economic conditions, the consolidated
entity's operating or accounting policies and
other pertinent conditions in existence at
the acquisition-date.
Where the business combination is
achieved in stages, the consolidated entity
remeasures its previously held equity
interest in the acquiree at the acquisition-
date fair value and the difference between
the fair value and the previous carrying
amount is recognised in profit or loss.
Contingent consideration to be transferred
by the acquirer is recognised at the
acquisition-date fair value. Subsequent
changes in the fair value of the contingent
consideration classified as an asset or
liability is recognised in profit or loss.
Contingent consideration classified as
equity is not remeasured and its
subsequent settlement is accounted for
within equity.
The difference between the acquisition-date
fair value of assets acquired, liabilities
assumed and any non-controlling interest in
the acquiree and the fair value of the
consideration transferred and the fair value
of any pre-existing investment in the
acquiree is recognised as goodwill. If the
consideration transferred and the pre-
existing fair value is less than the fair value
of the identifiable net assets acquired, being
a bargain purchase to the acquirer, the
difference is recognised as a gain directly in
profit or loss by the acquirer on the
acquisition-date, but only after a
reassessment of the identification and
measurement of the net assets acquired,
the non-controlling interest in the acquiree,
if any, the consideration transferred and the
acquirer's previously held equity interest in
the acquirer.
(bb) Earnings per share
Basic earnings per share
Basic earnings per share is calculated by
dividing the profit attributable to the owners
of archTIS Limited, excluding any costs of
servicing equity other than ordinary shares,
by the weighted average number of ordinary
shares outstanding during the financial
year, adjusted for bonus elements in
ordinary shares issued during the financial
year.
Diluted earnings per share
ARCHTIS LIMITED
ANNUAL REPORT FY2025
45
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Note 1. Significant Accounting Policies
Diluted earnings per share adjusts the
figures used in the determination of basic
earnings per share to take into account the
after income tax effect of interest and other
financing costs associated with dilutive
potential ordinary shares and the weighted
average number of shares assumed to have
been issued for no consideration in relation
to dilutive potential ordinary shares.
(cc) Goods and Services Tax ('GST') and
other similar taxes
Revenues, expenses and assets are
recognised net of the amount of associated
GST, unless the GST incurred is not
recoverable from the tax authority. In this
case it is recognised as part of the cost of
the acquisition of the asset or as part of the
expense.
Receivables and payables are stated
inclusive of the amount of GST receivable or
payable. The net amount of GST
recoverable from, or payable to, the tax
authority is included in other receivables or
other payables in the statement of financial
position.
Cash flows are presented on a gross basis.
The GST components of cash flows arising
from investing or financing activities which
are recoverable from, or payable to the tax
authority, are presented as operating cash
flows.
Commitments and contingencies are
disclosed net of the amount of GST
recoverable from, or payable to, the tax
authority.
(dd) New Accounting Standards and
Interpretations not yet mandatory or
early adopted
Australian Accounting Standards and
Interpretations that have recently been
issued or amended but are not yet
mandatory, have not been early adopted by
the consolidated entity for the annual
reporting period ended 30 June 2025. The
consolidated entity has not yet assessed
the impact of these new or amended
Accounting Standards and Interpretations
(ee) Rounding of amounts
The company is of a kind referred to in
Corporations Instrument 2016/191, issued
by the Australian Securities and
Investments Commission, relating to
'rounding-off'. Amounts in this report have
been rounded off in accordance with that
Corporations Instrument to the nearest
dollar.
ANNUAL REPORT FY2025
46
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
Note 2: Critical Accounting Judgements, Estimates and Assumptions
The preparation of the financial statements requires management
to make judgements, estimates and assumptions that affect the
reported amounts in the financial statements. Management
continually evaluates its judgements and estimates in relation to
assets, liabilities, contingent liabilities, revenue and expenses.
Management bases its judgements, estimates and assumptions on
historical experience and on other various factors, including
expectations of future events, management believes to be
reasonable under the circumstances. The resulting accounting
judgements and estimates will seldom equal the related actual
results. The judgements, estimates and assumptions that have a
significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities (refer to the respective notes)
within the next financial year are discussed below.
Share-based payment transactions
The consolidated entity measures the cost of equity-settled
transactions with employees by reference to the fair value of the
equity instruments at the date at which they are granted. The fair
value is determined by using either the Binomial model taking into
account the terms and conditions upon which the instruments were
granted. The accounting estimates and assumptions relating to
equity-settled share-based payments would have no impact on the
carrying amounts of assets and liabilities within the next annual
reporting period but may impact profit or loss and equity. Refer to
note 24 for further information.
Estimation of useful lives of assets
The consolidated entity determines the estimated useful lives and
related depreciation and amortisation charges for its property, plant
and equipment and finite life intangible assets. The useful lives
could change significantly as a result of technical innovations or
some other event. The depreciation and amortisation charge will
increase where the useful lives are less than previously estimated
lives, or technically obsolete or non-strategic assets that have been
abandoned or sold will be written off or written down.
Goodwill and other indefinite life intangible assets
The consolidated entity tests annually, or more frequently if events
or changes in circumstances indicate impairment, whether goodwill
and other indefinite life intangible assets have suffered any
impairment, in accordance with the accounting policy stated in note
1. The recoverable amounts of CGU have been determined based
on value-in-use calculations. These calculations require the use of
assumptions, including estimated discount rates based on the
current cost of capital and growth rates of the estimated future
cash flows. Refer to note 12 for further information.
Income tax
The consolidated entity is subject to income taxes in the
jurisdictions in which it operates. Significant judgement is required
in determining the provision for income tax. There are many
transactions and calculations undertaken during the ordinary
course of business for which the ultimate tax determination is
uncertain. The consolidated entity recognises liabilities for
anticipated tax audit issues based on the consolidated entity's
current understanding of the tax law. Where the final tax outcome
of these matters is different from the carrying amounts, such
differences will impact the current and deferred tax provisions in
the period in which such determination is made.
Recovery of deferred tax assets
Deferred tax assets are recognised for deductible temporary
differences only if the consolidated entity considers it is probable
that future taxable amounts will be available to utilise those
temporary differences and losses.
Employee benefits provision
As discussed in note 1, the liability for employee benefits expected
to be settled more than 12 months from the reporting date are
recognised and measured at the present value of the estimated
future cash flows to be made in respect of all employees at the
reporting date. In determining the present value of the liability,
estimates of attrition rates and pay increases through promotion
and inflation have been taken into account.
ARCHTIS LIMITED
ANNUAL REPORT FY2025
47
NOTES TO THE FINANCIAL STATEMENTS
30 JUNE 2025
Note 3. Revenue
Consolidated
2025
2024
$
$
(a) Revenue from contracts with customers
Licensing
4,175,949
4,996,167
Services
1,825,588
4,785,375
Equipment
71,697
17,975
6,073,234
9,799,517
(b) Other income
Government grants (i)
1,571,120
1,822,271
Interest income
57,736
92,594
Other income (ii)
3,892
13,837
1,632,748
1,928,702
(i) Government grants mainly comprise research & development tax incentives and also include an amount
for export market development grant.
(ii) Other income relates to a sublease arrangement (year ending 30 June 2025) and reimbursed travel
expenses (year ending 30 June 2024).
Licensing
Licensing revenue represents recurring revenue from archTIS solutions developed, customised and
maintained for customers including Kojensi, NC Protect and TDI delivered to Australian and international
customers. Licensing revenue is recognised on straight-line basis over the licensing period.
Services
Services revenue includes archTIS services relating to systems integration and security consulting.
Note 4: Operating segments
Identification of reportable operating segments
The consolidated entity operates under a single operating segment selling software and services relating to
information management, sharing and collaboration. The internal report for the segment is reviewed and
used by the executive team (who are identified as the Chief Operating Decision Makers ('CODM')) in
assessing performance and in determining the allocation of resources.
The accounting policies adopted for internal reporting to the CODM are consistent with those adopted in the
financial statements.
The information reported to the CODM is on a monthly basis.
Major customers
During the year ended 30 June 2025 approximately $2,413,000 (2024: $5,297,000) of the consolidated
entity’s external revenue was derived from sales to the Australian government.
Geographical information
Segment information by geographical regions is not available, and the cost to develop this information
would be excessive.
ANNUAL REPORT FY2025
48
NOTES TO THE FINANCIAL STATEMENTS
30 JUNE 2025
Note 5. Expenses
Consolidated
2025
2024
$
$
(a) Employee benefits
Salaries and wages
4,709,669
5,361,957
Superannuation
431,706
490,043
Other employee benefits
458,299
992,487
Share-based payments
715,109
244,169
less: capitalised to software development
(2,163,593)
(2,107,656)
4,151,190
4,981,000
(b) Depreciation and amortisation
Depreciation - property, plant and equipment
28,139
45,845
Depreciation – right of use asset
169,575
180,812
Amortisation - intangibles
4,071,656
4,599,559
4,269,370
4,826,216
(c) Finance costs
Interest and finance charges paid
123,499
46,527
123,499
46,527
(d) Contractors
Payments to contractors
1,712,085
1,344,806
less: capitalised to software development
(796,645)
(631,704)
915,440
713,102
(e) Hosting charges
Hosting charges
480,429
319,411
480,429
319,411
(f) Foreign exchange
Foreign exchange (gains) or losses
17,217
13,359
17,217
13,359
ARCHTIS LIMITED
ANNUAL REPORT FY2025
49
NOTES TO THE FINANCIAL STATEMENTS
30 JUNE 2025
Note 6. Income tax expense
Consolidated
2025
2024
Note
$
$
Income tax expense
Deferred tax
(383,621)
(384,927)
Foreign exchange movement
37,911
32,009
Current tax
5,173
-
Income tax expense / (income)
(340,537)
(352,918)
Loss before income tax
(5,099,992)
(4,608,894)
Tax at the statutory rate of 25% - Australia
(797,099)
(830,324)
Tax at the statutory rate of 21% (22.83% prior year) – USA
(383,031)
(265,131)
Tax at the statutory rate of 19% – UK
(265)
(2,878)
Tax at the statutory rate of 15.8% – Germany
(13,626)
(1,568)
Total tax at the statutory rate
(1,194,021)
(1,099,901)
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Entertainment expenses
4,294
2,074
Share-based payments
178,777
60,622
Research & development expenditure
416,199
460,719
Intangible amortisation - internally generated
554,282
543,244
Income from research & development incentives
(383,630)
(455,418)
Other
420
Sub-total
769,922
611,661
Current year deferred tax not recognised
83,562
135,322
Deferred tax asset derecognised
-
-
83,562
135,322
Income tax expense / (income)
(340,537)
(352,918)
A net deferred tax asset of $5,378,211 ($5,402,655 relating to tax losses) has not been recognised on the
basis it is not probable that taxable profit will be available against which the temporary differences may be
utilised while the company is claiming the refundable research and development tax offset.
ANNUAL REPORT FY2025
50
NOTES TO THE FINANCIAL STATEMENTS
30 JUNE 2025
Note 7. Cash and cash equivalents
Consolidated
2025
2024
$
$
Cash and cash equivalents
Cash at bank
694,425
1,718,535
Cash on deposit
2,454,556
1,197,562
3,148,981
2,916,097
Note 8. Trade and other receivables
Consolidated
2025
2024
$
$
Trade receivables
571,493
406,569
less: Allowance for expected credit losses
-
-
571,493
406,569
Other receivables
6,947
6,947
578,440
413,516
Allowance for expected credit losses
The consolidated entity has no credit risk exposure as at 30 June 2025. The consolidated entity reviewed all material
outstanding receivables greater than 90 days as at 30 June 2025, determined that the balances were recoverable, and
accordingly no expected credit loss provision was raised (2024: Nil).
The ageing of the trade receivables and allowance for expected credit losses provided for above are as follows:
2025
Carrying amount
$
2025
Allowance for
expected credit
losses
$
Not yet due
471,878
-
0 - 3 months overdue
43,252
-
3 - 6 months overdue
-
-
6+ months overdue
56,363
-
571,493
-
Note 9. Other current assets
Consolidated
2025
$
2024
$
Prepayments & deposits
200,691
313,980
Accrued income
-
-
Research & development tax incentive
1,616,361
1,876,207
Capitalised commissions
114,193
95,150
1,931,245
2,285,337
ARCHTIS LIMITED
ANNUAL REPORT FY2025
51
NOTES TO THE FINANCIAL STATEMENTS
30 JUNE 2025
Note 10. Other non-current assets
Consolidated
2025
$
2024
$
Capitalised commissions
-
36,971
-
36,971
Note 11. Property, plant & equipment
Consolidated
2025
2024
$
$
Leasehold improvements - at cost
85,512
85,512
less: accumulated depreciation
(26,474)
(14,258)
59,039
71,255
Computer equipment - at cost
300,489
259,037
less: accumulated depreciation
(252,104)
(240,797)
48,384
18,241
Office equipment - at cost
56,670
56,670
less: accumulated depreciation
(43,853)
(39,237)
12,817
17,433
120,240
106,929
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous year are set out
below:
Leasehold
improvements
$
Computer
equipment
$
Office
equipment
$
Total
$
Balance at 1 July 2023
83,471
47,002
22,300
152,773
Additions
-
-
-
-
Disposals
-
-
-
-
Depreciation
(12,216)
(28,762)
(4,867)
(45,843)
Balance at 30 June 2024
71,255
18,240
17,433
106,929
Balance at 1 July 2024
71,255
18,240
17,433
106,929
Additions
-
41,451
-
41,451
Disposals
-
-
-
-
Depreciation
(12,216)
(11,307)
(4,616)
(28,139)
Balance at 30 June 2025
59,039
48,384
12,817
120,240
ANNUAL REPORT FY2025
52
NOTES TO THE FINANCIAL STATEMENTS
30 JUNE 2025
Note 12. Intangible assets
The proportion of product design and development expenses, less any tax incentive applicable, that create
a benefit in future years, and meet certain requirements are capitalised as an intangible asset. These
capitalised costs (intangibles) are then amortised to the Profit and Loss Statement over the estimated life
of the asset created. The carrying value of intangibles is reviewed for impairment whenever events indicate
that the carrying value may not be recoverable.
Intangible assets recognised
The main intangible assets recognised during the financial period were for internally generated computer
software and technology/ in-progress development.
Internally-generated software
Internally-generated software development costs qualify for capitalisation when the consolidated entity can
demonstrate all of the following:
•
the technical feasibility of completing the intangible asset so that it will be available for use or sale;
•
its intention to complete the intangible asset and use or sell it;
•
its ability to use or sell the intangible asset;
•
that the intangible asset will generate probable future economic benefits;
•
the availability of adequate technical, financial and other resources to complete the development and
to use or sell the intangible asset; and
•
the expenditure attributable to the intangible asset can be reliably measured during development.
Internally-generated software development costs have a finite useful life and are amortised on a straight-
line basis over their estimated useful life. The estimated useful life and amortisation method are reviewed
at the end of each reporting period, with the effect of any changes in estimate being accounted for on a
prospective basis.
The internally-generated software development assets have a useful life of five years and are amortised on
a straight-line basis commencing from the time the assets are held ready for use. Costs are incurred after
the general release of internally generated software or costs which are incurred to enhance existing products
are expensed in the period in which they are incurred and included within research and development expense
in the financial statements.
Development in progress
Research and development expenditure during the research phase of a project is recognised as an expense
when incurred.
Development costs are capitalised only when technical feasibility studies identify that the project is
expected to deliver future economic benefits and these benefits can be measured reliably. The consolidated
entity assesses the eligibility of development costs for capitalisation on a project-by-project basis.
Development costs capitalised are assessed annually for impairment. Costs capitalised to a project that is
unlikely to deliver future economic benefits are recognised as an expense at the date of impairment.
ARCHTIS LIMITED
ANNUAL REPORT FY2025
53
NOTES TO THE FINANCIAL STATEMENTS
30 JUNE 2025
Note 12. Intangible assets (continued)
Customer contracts
Customer contracts represent those acquired as part of the acquisition of Nucleus Cyber Inc and the
software division of Cipherpoint Limited in prior periods. Customer contracts are amortised over 3-5 years.
Software
Software acquired represents those acquired as part of the acquisition of Nucleus Cyber Inc and the
software division of Cipherpoint Limited. Software also includes the acquisition of Direktiv in 2025. Software
is amortised over the useful lives of 3-5 years.
Goodwill
Goodwill on acquisition is derived as the difference between the fair value of the purchase consideration
and the fair value of the net assets acquired. This amount is not amortised but rather is subject to an annual
impairment test.
2025
Internally
generated
software
Development
in progress
Customer
contracts
Software
Goodwill
Total
Cost
$
$
$
$
$
$
Opening balance at 1 July 2024
11,841,701
5,040,140
2,119,445
8,789,535
2,789,524
30,580,345
Commercialisation of development
to software
5,040,140
(5,040,140)
-
-
-
-
Additions
-
2,960,239
-
764,570
431,791
4,156,600
Impairment
-
-
-
-
-
-
Effect of foreign exchange
translation
-
-
22,048
81,730
-
103,778
Closing balance at 30 June 2025
16,881,841
2,960,239
2,141,493
9,635,835
3,221,315
34,840,723
Accumulated amortisation
Opening balance at 1 July 2024
(8,176,279)
-
(1,519,991)
(6,489,669)
- (16,185,939)
Amortisation
(1,960,432)
-
(413,972)
(1,697,253)
-
(4,071,656)
Impairment
-
-
-
-
-
-
Effect of foreign exchange
translation
-
-
(10,171)
(37,705)
-
(47,876)
Closing balance at 30 June 2025
(10,136,711)
-
(1,944,134)
(8,224,627)
-
(20,305,472)
Deferred research & development
tax incentive
Opening balance at 1 July 2024
(1,586,174)
(2,075,395)
-
-
-
(3,661,569)
Additions
-
(894,781)
-
-
-
(894,781)
Re-classification
(2,078,001)
2,078,001
-
-
-
-
Recognised in income
833,054
-
-
-
-
833,054
Closing balance at 30 June 2025
(2,831,121)
(892,175)
-
-
-
(3,723,296)
Net book value
3,914,009
2,068,064
197,359
1,411,208
3,221,315
10,811,955
ANNUAL REPORT FY2025
54
NOTES TO THE FINANCIAL STATEMENTS
30 JUNE 2025
Note 12. Intangible assets (continued)
2024
Internally
generated
software
Development
in progress
Customer
contracts
Software
Goodwill
Total
Cost
$
$
$
$
$
$
Opening balance at 1 July 2023
10,460,101 3,682,380 2,117,679 8,782,988
2,789,524
27,832,672
Commercialisation of development
to software
1,381,601
(1,381,601)
-
-
-
-
Additions
-
2,739,360
- - - 2,739,360
Impairment
-
- - - - -
Effect of foreign exchange
translation
-
-
1,766
6,547
-
8,313
Closing balance at 30 June 2024
11,841,701
5,040,140
2,119,445
8,789,535 2,789,524
30,580,345
Accumulated amortisation
Opening balance at 1 July 2023
(6,003,302)
- (1,072,832)
(4,521,107)
- (11,597,240)
Amortisation
(2,172,978)
- (449,467)
(1,977,115)
- (4,599,559)
Impairment
-
- - - - -
Effect of foreign exchange
translation
-
-
2,307
8,553
-
10,860
Closing balance at 30 June 2024
(8,176,279)
- (1,519,991)
(6,489,669)
- (16,185,939)
Deferred research & development
tax incentive
Opening balance at 1 July 2023
(1,932,152)
(1,601,837)
-
-
- (3,533,989)
Additions
-
(1,074,555)
-
-
- (1,074,555)
Re-classification
(600,997)
600,997
-
-
-
-
Recognised in income
946,975
-
-
-
-
946,975
Closing balance at 30 June 2024
(1,586,174)
(2,075,395)
-
-
-
(3,661,569)
Net book value
2,079,248
2,964,745
599,454
2,299,866 2,789,524
10,732,837
ARCHTIS LIMITED
ANNUAL REPORT FY2025
55
NOTES TO THE FINANCIAL STATEMENTS
30 JUNE 2025
Note 12. Intangible assets (continued)
For impairment assessment purposes, assets are grouped at the lowest level at which independent cash
inflows are generated, referred to as CGUs. Consistent with Note 4 Operating Segments It has been
determined that archTIS LTD operates as a single CGU. This conclusion is based on the company's
centralized management structure, and product development processes, the business operates a
geographically dispersed sales model which is not consider an independent CGU.
The recoverable amount of the consolidated entity’s Intangible Assets has been determined by a value-in-use
calculation using a discounted cash flow model, based on a 5-year projection period approved by
management. The key assumptions are those to which the recoverable amount of an asset or CGU is most
sensitive.
The following key judgements and assumptions were used in the discounted cash flow model for the new
products:
•
9.54% pre-tax discount rate. This discount rate reflects management’s estimate of the time value of
money and the entity’s weighted average cost of capital adjusted for the product, the risk-free rate and
the volatility of the share price relative to market movements;
•
Projected revenue growth rate based on current sales pipeline, projected sales through current reseller
partners, sales through new partnerships with resellers and increased users with existing customers;
•
Management has performed a thorough line-by-line review of the current sales pipeline to estimate of
sales, projected sales through current and new reseller partners, and estimated increase in users with
existing customers;
•
Annual retention (renewals) rate of 100% for named strategic licence accounts over the 5 year term.
Churn rates for other accounts range from 5% to 50% based on managements assessment of the
product and market maturity.
•
Implementation services revenue is estimated based on 15% of enterprise licence revenue;
•
Staffing costs are projected to increase in line with revenue growth;
•
19-34% per annum increase in operating costs and overheads excluding staff costs; and,
•
Terminal growth rate of 3%
These assumptions were applied consistently to the consolidated group, which has been determined to be the
lowest level of CGU.
Based on the above, no impairment charge has been applied to the internally generated software and
development in progress as the discounted recoverable amount for the CGU exceeds the carrying value of the
intangibles.
ANNUAL REPORT FY2025
56
NOTES TO THE FINANCIAL STATEMENTS
30 JUNE 2025
Note 13. Right-of-use asset
Consolidated
2025
2024
$
$
Right of Use Asset – at cost
Less: Accumulated Depreciation
Balance as at 1 July
941,433
(775,212)
166,221
107,661
713,298
(605,637)
107,661
714,675
Additions
228,135
-
Lease modifications
-
(426,202)
Depreciation
(169,575)
(180,812)
Balance as at 30 June
166,221
107,661
The right-of-use asset represents the lease of the Canberra head office which has a remaining lease term of 9 months.
Note 14. Trade and other payables
Consolidated
2025
2024
$
$
Trade payables
267,179
677,148
Other payables
283,381
125,157
550,560
802,305
Note 15. Employee benefits
Consolidated
2025
2024
$
$
Current
Provision for annual leave
379,256
258,347
Provision for long service leave
54,179
43,030
433,435
301,377
Non-current
Provision for long service leave
169,324
133,331
169,324
133,331
602,759
434,708
Short-term employee benefits
Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected
to be paid if the consolidated entity has a present legal or constructive obligation to pay this amount as a result of past service
provided by the employee and the obligation can be estimated reliably.
Long-term employee benefits
The consolidated entity’s net obligation in relation to long-term employee benefits is the amount of future benefit that
employees have earned in return for their service in the current and prior periods. The benefit is calculated using expected
future increases in salaries including related on-costs and expected settlement dates and is discounted to present value at
the reporting date.
ARCHTIS LIMITED
ANNUAL REPORT FY2025
57
NOTES TO THE FINANCIAL STATEMENTS
30 JUNE 2025
Note 16. Provisions
Consolidated
2025
2024
$
$
Current
Deferred Consideration (Note 30)
663,203
-
Lease make good
81,015
79,651
Provision for Short term incentive
302,052
601,000
1,046,270
680,651
Non-current
Lease make good
-
-
-
-
1,046,270
680,651
Recognition and measurement
A provision is recognised when the consolidated entity has a present legal or constructive obligation as a result of a past
event that can be estimated reliably, and it is probable that an outflow of resources will be required to settle the obligation.
The provision is calculated by discounting the expected future cash flows.
Lease make good
The lease make good provision represents the value of the estimated costs to make good the premises leased by the
consolidated entity at the end of the lease term.
Note 17. Other current liabilities
Consolidated
2025
2024
$
$
Accrued expenses
522,564
461,984
Contract Liabilities
4,561,176
2,517,719
5,083,740
2,979,703
Consolidated
Contract Liabilities
2025
$
2024
$
Reconciliation
Reconciliation of the values at the beginning and end of the current
and previous financial year are set out below:
Balance as at 1 July (current and non-current – Note 20)
3,047,258
5,846,759
Payments received in advance
7,836,518
4,288,329
Transferred to revenue
(4,583,785)
(7,087,830)
Balance as at 30 June (current and non-current – Note 20)
6,299,991
3,047,258
ANNUAL REPORT FY2025
58
NOTES TO THE FINANCIAL STATEMENTS
30 JUNE 2025
Note 18. Lease liabilities
Consolidated
2025
2024
$
$
Balance as at 1 July
166,588
779,358
Lease modifications
228,134
(426,202)
Interest
10,126
37,848
Payments made
(232,430)
(224,416)
Balance as at 30 June
172,418
166,588
Current
172,418
166,588
Non-current
-
-
172,418
166,588
The expected gross cash outflows for the lease over the next 12 months is $176,903, noting the lease expires
at the end of March 2026. The short-term lease expense for FY25 amounts to $20,251 (FY24 $47,055).
Note 19. Borrowings
Consolidated
2025
2024
$
$
Bank loan
1,999,908
1,001,000
1,999,908
1,001,000
Total secured liabilities
The total secured liabilities are as follows:
Consolidated
2024
2024
Current
$
$
Bank loan
1,999,908
1,000
Non-current
Bank loan
-
1,000,000
1,999,908
1,001,000
Assets pledged as security
The bank loan is secured by a term deposit of $343,729 (2024: $240,504) held with the bank.
Financing arrangements
Unrestricted access was available at the reporting date to the following lines of credit:
Consolidated
2025
2024
Total facilities
$
$
Bank loan
3,500,000
2,000,000
3,500,000
2,000,000
Used at reporting date
Bank loan
1,999,908
1,001,000
1,999,908
1,001,000
Unused at reporting date
Bank loan
1,500,092
999,000
1,500,092
999,000
ARCHTIS LIMITED
ANNUAL REPORT FY2025
59
NOTES TO THE FINANCIAL STATEMENTS
30 JUNE 2025
Note 20. Other non-current liabilities
Consolidated
2025
2024
$
$
Contract Liabilities
1,738,815
529,539
1,738,815
529,539
Note 21. Deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the
following:
Opening
balance
Credited /
(charged)
to profit or
loss
Balance
recognised
on
acquisition
Changes
in tax
rates
Closing
balance
$
$
$
$
$
2025
Deferred tax asset
on:
Accrued income
& prepayments
-
-
-
-
-
Property, plant &
equipment
-
-
-
-
-
Provisions
-
-
-
-
-
Costs of raising
equity
-
-
-
-
-
Accrued
expenditure
-
-
-
-
-
Lease
incentives
-
-
-
-
-
Tax losses
-
-
-
-
-
Deferred tax asset
-
-
-
-
-
Deferred tax liability
on:
Intangible
assets
(578,700)
383,621
-
-
(195,079)
Deferred tax
liability
(578,700)
383,621
-
-
(195,079)
Net deferred tax
asset / (liability)
(578,700)
383,621
-
-
(195,079)
ANNUAL REPORT FY2025
60
NOTES TO THE FINANCIAL STATEMENTS
30 JUNE 2025
Note 21. Deferred tax assets and liabilities (continued)
Deferred tax assets and liabilities are attributable to the
following:
Opening
balance
Credited /
(charged)
to profit or
loss
Balance
recognised
on
acquisition
Changes
in tax
rates
Closing
balance
$
$
$
$
$
2024
Deferred tax asset
on:
Accrued income
& prepayments
-
-
-
-
-
Property, plant &
equipment
-
-
-
-
-
Provisions
-
-
-
-
-
Costs of raising
equity
-
-
-
-
-
Accrued
expenditure
-
-
-
-
-
Lease
incentives
-
-
-
-
-
Tax losses
-
-
-
-
-
Deferred tax asset
-
-
-
-
-
Deferred tax liability
on:
Intangible
assets
(963,627)
384,927
-
-
(578,700)
Deferred tax
liability
(963,627)
384,927
-
-
(578,700)
Net deferred tax
asset / (liability)
(963,627)
384,927
-
-
(578,700)
ARCHTIS LIMITED
ANNUAL REPORT FY2025
61
NOTES TO THE FINANCIAL STATEMENTS
30 JUNE 2025
Note 22. Issued capital
Consolidated
2025
2024
2025
2024
Shares
Shares
$
$
Ordinary shares - fully paid
289,256,987
286,624,298
43,639,377
43,407,980
Movements in ordinary share capital
Details
Date
Shares
Issue price
$
Balance
30-Jun-23
285,580,331
43,276,195
Vesting of performance rights
21-Nov-23
106,592
-
22,917
Vesting of performance rights
21-Dec-23
570,693
-
56,142
Vesting of performance rights
15-Jun-24
366,682
-
54,951
Establishment costs, net of tax
-
-
(2,224)
Balance
30-Jun-24
286,624,298
43,407,981
Vesting of performance rights
15-Dec-24
698,001
-
55,298
Vesting of performance rights
31-Dec-24
644,852
-
62,500
Vesting of performance rights
15-Jun-25
644,983
-
51,098
Vesting of performance rights
30-Jun-25
644,853
-
62,500
Balance
30-Jun-25
289,256,987
43,639,377
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.
Share buy-back
There is no current on-market share buy-back.
Capital risk management
The consolidated entity’s objectives are to prudently manage capital to continue as a going concern, so that it can
provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to
reduce the cost of capital.
Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is
calculated as total borrowings less cash and cash equivalents.
In order to maintain or adjust the capital structure, the consolidated entity may adjust the amount of dividend paid to
shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
ANNUAL REPORT FY2025
62
NOTES TO THE FINANCIAL STATEMENTS
30 JUNE 2025
Note 23. Reserves
Consolidated
2025
2024
$
$
Share-based payments reserve
1,569,947
1,086,235
Foreign currency reserve
589,073
586,551
2,159,020
1,672,786
Share-based payments reserve
This reserve is used to recognise equity-settled share-based payments to certain suppliers, directors and
employees. Under AASB 2, options and performance rights granted are measured at fair value at the date of the
grant, using a Binomial valuation. The valuation of each tranche of options and performance rights granted is
expensed on a straight-line basis over the vesting period, subject to performance conditions being met if applicable.
Foreign currency reserve
The reserve is used to recognise exchange differences arising from the translation of the financial statements of
foreign operations to Australian dollars.
Movements in reserves
Movements in each class of reserve during the current and previous financial year are set out below:
Consolidated
Share-based
payments
Foreign
currency
Total
$
$
$
Balance at 1 July 2023
976,075
565,952
1,542,027
Share-based payments
244,169
-
244,169
Transferred to Issued Capital
(134,009)
(134,009)
Arising due to translation of financial statements
for foreign subsidiaries
-
20,599
20,599
Balance at 30 June 2024
1,086,235
586,551
1,672,786
Balance at 1 July 2024
1,086,235
586,551
1,672,786
Share-based payments
715,109
-
715,109
Transferred to Issued Capital
(231,397)
(231,397)
Arising due to translation of financial statements
for foreign subsidiaries
-
2,522
2,522
Balance at 30 June 2025
1,569,947
589,073
2,159,020
ARCHTIS LIMITED
ANNUAL REPORT FY2025
63
NOTES TO THE FINANCIAL STATEMENTS
30 JUNE 2025
Note 24. Share-based payments
Performance rights
Under the long-term incentive plan, performance rights are offered to participants which entitle the holder
to ordinary shares in the company subject to meeting certain financial performance hurdles and the holder
remaining in employment with the company until the nominated vesting date.
The performance hurdles in relation to performance rights granted in the 2025 financial year are subject
to financial performance conditions which measure growth in revenue, annual recurring revenue, gross
margin and cashflow. The performance hurdles are challenging but achievable and focus executives on
sales growth consistent with shareholder wealth creation.
The long-term incentive plan runs over a two-year performance period and the rights will only vest if the
performance hurdles are achieved. If the vesting conditions and performance hurdles are achieved,
ordinary shares will be issued to the participants at no cost. If the performance hurdles are not met, then
the rights lapse.
For performance rights granted to executives for the 2025 financial year, the vesting proportions based on
the performance hurdles outlined in the Notice of Annual General Meeting announced 22 November 2024
are outlined in the table below.
FY2025
Annual recurring revenue for the financial period
Proportion of performance rights to vest if revenue
hurdle is met*
Less than 75% of target
0%
Between 75% - 100% of target
Straight line vesting between 15% and 27%
Between 100% - 110%+ of target
Straight line vesting between 27% and 30%
Operating cashflow
Proportion of performance rights to vest if annual
recurring revenue hurdle is met*
Less than 75% of target
0%
Between 75% - 100% of target
Straight line vesting between 15% and 27%
Between 100% - 110%+ of target
Straight line vesting between 27% and 30%
Consolidated Group Revenue
Proportion of performance rights to vest if operating
costs hurdle is met*
Less than 75% of target
0%
Between 75% - 100% of target
Straight line vesting between 10% and 18%
Between 100% - 110%+ of target
Straight line vesting between 18% and 20%
Gross Margin
Proportion of performance rights to vest if operating
costs hurdle is met*
Less than 75% of target
0%
Between 75% - 100% of target
Straight line vesting between 10% and 18%
Between 100% - 110%+ of target
Straight line vesting between 18% and 20%
Subject to the holder remaining an ‘Eligible Participant’ under the Company’s Employee Incentive Plan as at:
(a) 15 December 2025, at which point 50% of performance rights that have previously met the relevant performance
milestone will vest; and
(b) 15 June 2026, at which point the balance of the performance rights that have previously met the relevant
performance milestone will vest.
ANNUAL REPORT FY2025
64
NOTES TO THE FINANCIAL STATEMENTS
30 JUNE 2025
FY2024
Financial performance conditions for the financial
period
Proportion of performance rights to vest if target is
met or exceeded
Positive Cashflow
30%
Annual recurring revenue
30%
Consolidated Group Revenue
20%
Gross Margin
20%
* Subject to the holder remaining an ‘Eligible Participant’ under the Company’s Employee Incentive Plan as at:
(a) 15 December 2025, at which point 50% of performance rights that have previously met the relevant performance
milestone will vest; and
(b) 15 June 2026, at which point the balance of the performance rights that have previously met the relevant performance
milestone will vest.
The Incentive Performance Rights expire two years after the grant date.
Note 24. Share-based payments (continued)
Tenure options
Under the long-term incentive plan, tenure options are offered to participants which entitle the holder to
purchase ordinary shares in the company subject to remaining in employment with the company until the
nominated vesting dates.
The long-term incentive plan runs over a three-year performance period. If the vesting conditions are
achieved, the employee can exercise the vested options. Outstanding tenure options include:
AR9O15 which expire on 6 March 2026 with and exercise price of $0.1428 per option.
AR9O16,17 and 18 which expire on 21 December 2026 with and exercise price of $0.0792 per option.
AR9O19 which expire on 20 December 2028 with an exercise price of $0.0972 per option.
AR9O 20 which expire on 20 December 2028 with an exercise price of $0.0771 per option.
Recognition and measurement
The grant date fair value of performance rights granted to employees is recognised as an employee
benefits expense, with a corresponding increase in equity (share-based payment reserve), over the
specified two-year period that the performance rights vest. The amount recognised as an expense is
adjusted to reflect the actual number of performance rights for which the related service and performance
hurdles are met, such that the amount ultimately recognised as an expense is based on the number of
performance rights that meet the related service and performance conditions at the vesting date.
The grant date fair value of tenure options granted to employees is recognised as an employee benefits
expense, with a corresponding increase in equity (share-based payment reserve), over the specified three-
year period that the tenure options vest. The amount recognised as an expense is adjusted to reflect the
actual number of tenure options for which the related employment service conditions are met, such that
the amount ultimately recognised as an expense is based on the number of tenure options that meet the
related service conditions at the vesting date.
Fair value
During the year 28,000,378 performance rights were granted to employees under the Company’s Employee
Incentive Plan (adopted at the Company’s Annual General Meeting on 24 November 2021) (2024:
8,269,717) at a weighted average fair value of $0.0735 (2024: $0.082). During the year 6,460,333 options
were granted to employees under the Company’s Employee Incentive Plan (adopted at the Company’s
Annual General Meeting on 24 November 2021) (2024: 3,834,433) at a weighted average fair value of
$0.033 (2024: $0.038).
The amount recognised as employee benefits (Note 5(a)) in the current financial year for share-based
payment transactions was $715,109 (2024: $244,169).
ARCHTIS LIMITED
ANNUAL REPORT FY2025
65
NOTES TO THE FINANCIAL STATEMENTS
30 JUNE 2025
Note 24. Share-based payments (continued)
Number of options / performance rights
2025
Grant date
Expiry date
Exercise
price
Balance at
beginning
of the year
Granted
during
the year
Vested/
exercised
during
the year
Forfeited
during
the year
Balance at
end of
the year
AR9O12
24/11/2021
24/11/2025
$0.316
1,750,000
-
-
(750,000)
1,000,000
AR9O13
23/12/2022
23/12/2025
$0.200
3,337,102
-
-
-
3,337,102
AR9O14
13/12/2022
13/12/2025
$0.200
8,642,851
-
-
-
8,642,851
AR9015
6/03/2023
06/03/2026
$0.143
1,492,977
-
-
(264,622)
1,228,355
AR9PR7,8,9
21/12/2023
21/12/2026
$0.000
6,980,012
-
(1,342,984)
(5,637,028)
-
AR9O16,17,18
21/12/2023
21/12/2026
$0.079
2,559,710
-
-
(275,589)
2,284,121
AR9O19
22/11/2024
22/11/2028
$0.097
-
3,412,969
-
-
3,412,969
AR9O20
20/12/2024
20/12/2028
$0.077
-
3,047,364
-
(54,446)
2,992,918
AR9PR10,11
20/12/2024
20/12/2026
$0.000
-
9,167,219
-
-
9,167,219
AR9PR12
20/12/2024
20/12/2025
$0.000
-
1,289,705
(1,289,705)
-
-
AR9PR13
15/01/2025
31/01/2028
$0.000
-
3,145,092
-
-
3,145,092
AR9PR14
16/06/2025
31/12/2026
$0.000
-
10,597,196
-
-
10,597,196
AR9PR15
16/06/2025
31/12/2027
$0.000
-
3,801,166
-
-
3,801,166
24,762,652
34,460,711
(2,632,689)
(6,981,685)
49,608,989
Weighted average exercise price
$0.14
$0.02
-
$0.04
$0.07
2024
Grant date
Expiry date
Exercise
price
Balance at
beginning
of the year
Granted
during
the year
Vested/
exercised
during
the year
Forfeited
during
the year
Balance at
end of
the year
AR9O listed
options
23/12/2021
23/12/2023
$0.35
10,044,257
-
-
(10,044,257)
-
AR9O3
22/05/2018
01/07/2023
$0.20
800,000
-
-
(800,000)
-
AR9O7
20/11/2019
01/07/2023
$0.20
250,000
-
-
(250,000)
-
AR9O9
30/06/2020
01/07/2023
$0.10
500,000
-
-
(500,000)
-
AR9O12
24/11/2021
24/11/2025
$0.316
1,750,000
-
-
-
1,750,000
AR9O13
23/12/2022
23/12/2025
$0.20
3,337,102
-
-
-
3,337,102
AR9O14
13/12/2022
13/12/2025
$0.20
8,642,851
-
-
-
8,642,851
Performance
rights FY22
24/11/2021
24/11/2023
-
106,592
-
(106,592)
-
-
Performance
rights FY23
6/03/2023
06/03/2025
-
5,983,333
-
(937,375)
(5,045,958)
-
AR9015
6/03/2023
06/03/2026
$0.1428
2,089,402
-
-
(596,425)
1,492,977
AR9PR7,8,9
21/12/2023
21/12/2026
$0.000
-
10,658,255
-
(3,678,243)
6,980,012
AR9016,17,18
21/12/2023
21/12/2026
$0.079
-
3,834,433
-
(1,274,723)
2,559,710
33,503,537
14,492,688
(1,043,967)
(22,189,606)
24,762,652
Weighted average exercise price
$0.26
$0.02
-
$0.23
$0.14
ANNUAL REPORT FY2025
66
NOTES TO THE FINANCIAL STATEMENTS
30 JUNE 2025
For the options granted during the current financial year, the valuation model inputs used to determine the fair
value at the grant date are as follows:
For the options granted during the previous financial year, the valuation model inputs used to determine the
fair value at the grant date are as follows:
Note 25. Retained profits / (accumulated losses)
Consolidated
2025
2024
$
$
Retained losses at the beginning of the financial year
(35,638,438)
(31,382,462)
Loss after income tax expense for the year
(4,759,455)
(4,255,976)
Retained losses at the end of the financial year
(40,397,893)
(35,638,438)
Note 26. Dividends
Dividends
No dividends were paid or declared during the year.
Franking Credits
Consolidated
2025
2024
$
$
Franking credits available for subsequent financial years based
on tax rate of 25%
71,533
71,533
Options
Grant Date
Expiry Date
Share Price
at grant
date
Exercise
Price
Expected
Volatility
Dividend
Yield
Risk-Free
Interest
Rate
Fair Value at
Grant Date
AR9O19
22/11/2024
22/11/2028
$0.07
$0.097
70%
-
4.35%
$0.029
AR9O20
20/12/2024
20/12/2028
$0.08
$0.077
70%
-
4.35%
$0.037
Options
Grant Date
Expiry Date
Share Price
at grant date
Exercise
Price
Expected
Volatility
Dividend
Yield
Risk-Free
Interest
Rate
Fair Value
at Grant
Date
AR9O1
6,17,18
21/12/2023
21/12/2026
$0.14
$0.079
70%
-
4.00%
$0.038
ARCHTIS LIMITED
ANNUAL REPORT FY2025
67
NOTES TO THE FINANCIAL STATEMENTS
30 JUNE 2025
Note 27. Financial instruments
The consolidated entity's activities expose it to a variety of financial risks: market risk, credit risk and liquidity
risk. The consolidated entity's overall risk management program focuses on the unpredictability of financial
markets and seeks to minimise potential adverse effects on the financial performance of the consolidated
entity. The consolidated entity uses different methods to measure different types of risk to which it is exposed.
These methods include sensitivity analysis in the case of interest rate and foreign exchange risks and ageing
analysis for credit risk.
Risk management is carried out under policies approved by the Board of Directors ('the Board'). These policies
include identification and analysis of the risk exposure of the consolidated entity and appropriate procedures,
controls and risk limits.
Market risk
Foreign exchange risk
The consolidated entity is not exposed to any significant foreign exchange risk.
Price risk
The consolidated entity is not exposed to any significant price risk.
Interest rate risk
The consolidated entity's main interest rate risk arises from borrowings. Borrowings obtained at variable rates
expose the consolidated entity to interest rate risk. An official increase/decrease in interest rates of 100 basis
points would have an adverse/favourable effect on profit before tax of $10,000 per annum.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial
loss to the consolidated entity. The consolidated entity has a strict code of credit. The consolidated entity has
adopted a lifetime expected loss allowance in estimating expected credit losses to trade receivables using fixed
rates of credit loss provisioning. These provisions are considered representative across all customers of the
consolidated entity based on recent sales experience, historical collection rates and forward-looking
information that is available. There are no guarantees against any receivable but management closely monitors
the receivable balance on a monthly basis and is in regular contact with customers to mitigate risk.
Generally, trade receivables are written off when there is no reasonable expectation of recovery. Indicators of
this include the failure of a debtor to engage in a repayment plan, no active enforcement activity and a failure
to make contractual payments for a period greater than 1 year.
The consolidated entity has no credit risk exposure as at 30 June 2025. The consolidated entity reviewed all
material outstanding receivables greater than 90 days as at 30 June 2025, determined that the balances were
recoverable, and accordingly no expected credit loss provision was raised.
Liquidity risk
Liquidity risk refers to the risk that the consolidated entity maintains sufficient liquid assets to pay debts as and
when they become due and payable. The consolidated entity manages liquidity risk by maintaining adequate
cash reserves and available borrowing facilities by continuously monitoring actual and forecast cash flows and
matching the maturity profiles of financial assets and liabilities.
ANNUAL REPORT FY2025
68
NOTES TO THE FINANCIAL STATEMENTS
30 JUNE 2025
Note 27. Financial instruments (continued)
2025
2024
$
$
Categories of financial instruments
Financial assets measure at amortised cost
Cash and cash equivalents
3,148,981
2,916,097
Trade and Receivables
578,439
413,516
Research & development tax incentive
1,616,361
1,876,207
Total financial assets at amortised cost
5,343,781
5,205,820
Total financial assets
5,343,781
5,205,820
Financial liabilities measured at amortised cost
Trade Creditors
550,560
802,305
Bank Loan
1,999,908
1,001,000
Total financial liabilities measured at amortised cost
2,550,468
1,803,305
Total financial liabilities
2,550,468
1,803,305
Note 28. Key management personnel disclosures
Consolidated
2025
2024
$
$
Short term employee benefits
1,336,881
1,248,001
Post-employment benefits
44,571
67,242
Long term benefits
6,065
(4,829)
Share-based payments
300,346
134,478
Termination Benefits
-
64,615
1,687,863
1,509,507
Note 29. Remuneration of auditors
During the financial year the following fees were paid or payable for services provided by RSM Australia
Partners, the auditor of the company, and its network firms:
Consolidated
2025
2024
$
$
Audit services
Audit or review of the financial statements
89,900
116,585
Other services
Transactional Services
61,800
-
Research and development tax grant
42,420
75,200
194,120
191,785
ARCHTIS LIMITED
ANNUAL REPORT FY2025
69
NOTES TO THE FINANCIAL STATEMENTS
30 JUNE 2025
Note 30. Business Combinations
On 4 March 2025, archTIS Limited, acquired 100% the business assets of Direktiv. IO Inc. From 4 March 2025, the
results of Direktiv. IO Inc have been fully integrated into the operations of the Group. ArchTIS has acquired Direktiv
to enhance our world-class developers with expertise in attribute-based access control and event-driven
orchestration. The goodwill of $431,792 represents the synergies from the integration of event-driven
orchestration into our technology stack, enhancing zero trust capabilities across data, infrastructure and
applications globally. Due to the integration, it is impracticable to disclose the revenue and profit or loss of the
acquiree since the acquisition date, or the revenue and profit or loss of the combined entity as if the acquisition
had occurred at the beginning of the financial year.
Details of the acquisition were as follows:
$
Intangible assets:
-software
764,570
Employee benefits
(48,585)
Net assets acquired
715,985
Goodwill
431,792
Acquisition-date fair value of the total consideration transferred
1,147,777
Representing:
Cash paid
484,574
Deferred consideration (included in Provisions)
663,203
1,147,777
Acquisition costs expensed to profit or loss
10,883
ANNUAL REPORT FY2025
70
NOTES TO THE FINANCIAL STATEMENTS
30 JUNE 2025
Note 31. Commitments
Consolidated
2025
2024
$
$
Lease commitments - operating
Committed at the reporting date but not recognised as liabilities:
Within one year
10,954
20,252
One to five years
-
10,954
10,954
31,206
Operating lease commitments includes contracted amounts for office and computer equipment under non-
cancellable operating leases expiring within one to five years.
Note 32. Related party transactions
Parent entity
archTIS Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 34.
Associates
There are no associates.
Key management personnel
Disclosures relating to key management personnel are set out in note 28 and the remuneration report included
in the directors' report.
Transactions with related parties
The following transactions occurred with related parties:
Transactions with subsidiaries
Opening Balance
2025 Movement
Balance at 30 June
2025
Loan to archTIS US Inc.
977,048
297,052
1,274,100
Loan from Nucleus Cyber Pty Ltd
(83,202)
-
(83,202)
Loan to archTIS UK Limited
839,424
84,665
924,089
Loan to archTIS EU GmbH
58,560
74,625
133,185
1,791,830
456,342
2,248,172
Opening Balance
2024 Movement
Balance at 30 June
2024
Loan to archTIS US Inc.
1,521,871
(544,823)
977,048
Loan from Nucleus Cyber Pty Ltd
(88,115)
4,913
(83,202)
Loan to archTIS UK Limited
808,805
30,619
839,424
Loan to archTIS EU GmbH
57,686
874
58,560
2,300,247
(508,417)
1,791,830
Terms and conditions
All transactions were conducted under standard commercial terms and conditions at prevailing market rates,
with related party short-term working facilities provided interest-free.
ARCHTIS LIMITED
ANNUAL REPORT FY2025
71
NOTES TO THE FINANCIAL STATEMENTS
30 JUNE 2025
Note 33. Parent entity information
Set out below is the supplementary information about the parent entity.
Parent
2025
2024
Statement of profit or loss and other comprehensive income
$
$
Loss after income tax
(3,188,395)
(3,074,609)
Total comprehensive income
(3,188,395)
(3,074,609)
Statement of financial position
Total current assets
5,193,433
5,322,065
Total non-current assets
17,182,540
14,785,413
Total assets
22,375,973
20,107,478
Total current liabilities
8,592,837
5,321,428
Total non-current liabilities
1,907,767
536,363
Total liabilities
10,500,604
5,857,791
Net assets
11,875,369
14,249,687
Equity
Issued capital
43,639,377
43,407,981
Reserves
1,942,924
1,360,243
Retained profits / (accumulated losses)
(33,706,932)
(30,518,537)
Total equity
11,875,369
14,249,687
The parent entity and its subsidiaries are not party to any deeds of cross guarantee under which each company
guarantees the debts of the others.
Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2025 and 30 June 2024.
Capital commitments
The parent entity had no capital commitments as at 30 June 2025 and 30 June 2024.
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed
in note 1, except for investments in subsidiaries which are accounted for at cost, less any impairment, in the
parent entity.
Note 34. Interest in subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following wholly-
owned subsidiaries in accordance with the accounting policy described in note 1:
Effective 18 June 2025 archTIS EU s.r.o was liquidated as it was a non-operating entity.
Ownership interest
Country of incorporation
2025
2024
%
%
archTIS EU s.r.o*
Czech Republic
0%
100%
archTIS US Inc.
US
100%
100%
Nucleus Cyber Pty Ltd
Australia
100%
100%
archTIS UK Limited
UK
100%
100%
archTIS EU GmbH
Germany
100%
100%
ANNUAL REPORT FY2025
72
NOTES TO THE FINANCIAL STATEMENTS
30 JUNE 2025
Note 35. Reconciliation of profit after income tax expense to net cash from operating activities
Consolidated
2025
2024
$
$
Loss after income tax expense for the year
(4,759,455)
(4,255,976)
Adjustments for:
Depreciation and amortisation
4,269,371
4,826,216
Share-based payments
715,109
244,169
Interest on lease liabilities
10,126
37,848
Other non-cash items
(33,569)
107,649
Foreign exchange differences
(2,049)
15,054
Change in operating assets and liabilities:
(Increase) / decrease in trade and other receivables
(164,923)
3,875,712
(Increase) / decrease in accrued revenue
-
302,075
(Increase) / decrease in prepayments
113,289
873,324
(Increase) / decrease in other assets
17,928
53,592
(Increase) / decrease in R&D tax incentive receivable
259,846
204,518
(Increase) / decrease in deferred tax assets
-
-
Increase / (decrease) in trade and other payables
(251,745)
(1,462,576)
Increase / (decrease) in accrued expenses
60,580
(180,916)
Increase / (decrease) in income taxes payable
(16,797)
6,529
Increase / (decrease) in employee benefits
168,051
(88,013)
Increase / (decrease) in provisions
(297,583)
263,027
Increase / (decrease) in deferred revenue
3,252,733
(2,800,061)
Increase / (decrease) in deferred tax liabilities
(383,621)
(385,800)
Net cash from operating activities
2,957,291
1,636,371
Note 36. Earnings per share
2025
2024
$
$
Loss after income tax attributable to the owners
(4,759,455)
(4,255,976)
Number
Number
Weighted average number of ordinary shares used in calculating basic
earnings per share
287,347,309
285,959,393
Cents
Cents
Basic earnings per share
(1.66)
(1.49)
Diluted earnings per share
(1.66)*
(1.49)*
*Antidilutive Effect: If basic EPS is negative, adding more shares to the denominator would decrease the loss
per share, making the EPS less negative. AASB 133(43) requires the disclosure of diluted EPS to be the same
as basic EPS.
ARCHTIS LIMITED
ANNUAL REPORT FY2025
73
NOTES TO THE FINANCIAL STATEMENTS
30 JUNE 2025
Note 37. Matters subsequent to the end of the financial year
On 8 July 2025, archTIS successfully completed a capital raise of $7.5 million (before costs). The raise was
supported by new and existing institutional and sophisticated investors and is aimed at supporting the growth
of international operations, advancing strategic partnerships, and product development.
Note 38. Consolidated Entity Disclosure Statement as at 30 June 2025
ArchTIS Limited is the Group’s Ultimate Parent Company. ArchTIS Limited is a Public Company incorporated
and domiciled in Australia. The address of its registered office and its principal place of business Level 3,
archTIS House, 10 National Circuit, BARTON ACT 2600.
Entity Name
Entity Type
Country of
Incorporation
Ownership
Interest
Tax Residency
archTIS US Inc.
Body Corporate
US
100%
US
Nucleus Cyber Pty Ltd
Body Corporate
Australia
100%
Australia
archTIS UK Limited
Body Corporate
UK
100%
UK
archTIS EU GmbH
Body Corporate
Germany
100%
Germany
ANNUAL REPORT FY2025
74
DIRECTORS DECLARATION
30 JUNE 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;
•
the consolidated entity disclosure statement required by subsection (3A) is true and correct; in accordance with
s295 (4) (da) of the Corporations Act 2001; and
•
there are reasonable grounds to believe that the company will be able to pay its debts as and when they become
due and payable
The directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the directors,
Miles Jakeman AM
Chairman
27 August 2025
Canberra
ARCHTIS LIMITED
ANNUAL REPORT FY2025
75
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the financial report of archTIS Limited and its controlled entities for the year ended
30 June 2025, I declare that, to the best of my knowledge and belief, there have been no contraventions of:
(i)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(ii)
any applicable code of professional conduct in relation to the audit.
RSM AUSTRALIA PARTNERS
Canberra, Australian Capital Territory
Dated: 27 August 2025
C J HUME
Partner
RSM Australia Partners
Equinox Building 4, Level 2, 70 Kent Street Deakin ACT 2600
GPO Box 200 Canberra ACT 2601
T +61 (0) 2 6217 0300
F +61 (0) 2 6217 0401
www.rsm.com.au
ANNUAL REPORT FY2025
76
INDEPENDENT AUDITOR’S REPORT
To the Members of archTIS LIMITED
Report on the audit of the financial report
Opinion
We have audited the financial report of archTIS 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 comprehensive income, the
consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to
the financial statements, including material accounting policy information, the consolidated entity disclosure statement and the
directors' declaration.
In our opinion the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including:
(i)
giving a true and fair view of the Group's financial position as at 30 June 2025 and of its financial
performance for the year then ended; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are
further described in the Auditor's Responsibilities for the Audit of the Financial Report section of our report. We are
independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the
ethical requirements of the Accounting Professional and Ethical Standards Board's APES 110 Code of Ethics for Professional
Accountants (including independence standards) (the Code) that are relevant to our audit of the financial report in Australia.
We have also fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors
of the Company, would be in the same terms if given to the directors as at the time of this auditor's report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report
of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
Capitalisation of assets, including useful lives, amortisation and impairment
Refer to Note 12 in the financial statements
There are a number of areas where judgments significantly
impact the carrying value of intangible assets, and their
respective amortisation profile. These areas are as follows:
•
the decision to capitalise or expense costs, as per
AASB 138 Intangible Assets;
•
the annual asset life review and impairment
review, as per AASB 136 Impairment of Assets;
and
•
significant changes that have taken place during
the period or are expected to take place in the
near future, which will impact the extent to which,
or manner in which, an asset is used or is
expected to be used.
Our audit procedures included the following:
•
Evaluated the appropriateness of capitalisation
policies, as per AASB 138.
•
Tested a sample of costs capitalised to determine
whether capitalisation was appropriate.
•
Evaluated the reasonableness of management’s
assessment of expected future economic benefits that
are attributable to the intangible assets.
We assessed the application of the Group’s annual asset
life review. This included the judgments made by the Group
on:
ARCHTIS LIMITED
ANNUAL REPORT FY2025
77
Other Information
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 the auditor's report
thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or
otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of:
a.
the financial report (other than the consolidated entity disclosure statement) that gives a true and fair view in
accordance with Australian Accounting Standards and the Corporations Act 2001; and
b.
the consolidated entity disclosure statement that is true and correct in accordance with the Corporations Act 2001,
and
for such internal control as the directors determine is necessary to enable the preparation of:
i.
the financial report (other than the consolidated entity disclosure statement) that gives a true and fair view and is
free from material misstatement, whether due to fraud or error; and
ii.
the consolidated entity disclosure statement that is true and correct and is free of misstatement, whether due to
fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless
the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
Changes in these judgments have a significant impact on
the results of the Group. Accordingly, this was considered a
key audit matter.
The Group has a material balance of goodwill arising from
past acquisitions. Management performs an annual
impairment test by estimating the recoverable amount of
each cash-generating unit (CGU) to which goodwill is
allocated. This involves significant judgment, particularly in
forecasting future cash flows, determining appropriate
discount rates, and assessing long-term growth rates.
Given the complexity and subjectivity of these estimates,
and the potential impact on the financial statements if an
impairment were required, we considered this to be a key
audit matter.
Disclosures relating to the capitalisation and impairment of
assets can be found at Notes 1(p), 1(q), 2 and 12.
•
the appropriateness of assets lives applied in the
calculation of amortisation.
Our audit procedures in relation to management's
assessment of impairment included:
•
Evaluating the methodology used to determine the
recoverable amount.
•
Evaluating the reasonableness of key assumptions
including the cashflow forecasts, revenue growth rates,
discount rates and other inputs used in the impairment
model.
•
Performing sensitivity analyses on key assumptions to
evaluate the impact of changes on the recoverable
amount.
We evaluated the adequacy of disclosures included in
Notes 1(p), 1(q), 2 and 12.
ANNUAL REPORT FY2025
78
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/admin/file/content102/c3/ar1_2020.pdf.
This description forms part of our auditor's report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 25 to 32 of the directors' report for the year ended 30 June
2025.
In our opinion, the Remuneration Report of archTIS Limited., for the year ended 30 June 2025, complies with section 300A
of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance
with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report,
based on our audit conducted in accordance with Australian Auditing Standards.
RSM AUSTRALIA PARTNERS
Canberra, Australian Capital Territory
Dated: 27 August 2025
C J HUME
Partner
ARCHTIS LIMITED
ANNUAL REPORT FY2025
79
SHAREHOLDER INFORMATION
4 August 2025
The shareholder information set out below was applicable as at 4 August 2025.
Quotation
Listed securities in archTIS Limited are quoted on the Australian Securities Exchange under ASX code: AR9 (Fully Paid
Ordinary Shares), and the OTCQB Venture Market under the symbol: ARHLF (Fully Paid Ordinary Shares).
Voting Rights
The voting rights attached to the Fully Paid Ordinary Shares of the Company are:
(a) at a meeting of shareholders or classes of shareholders each shareholder entitled to vote may vote in person or by
proxy, attorney or representative, or, if a determination has been made by the Board, by direct vote; and
(b) on a show of hands, every person present who is a shareholder (or their proxy, attorney or representative) has one
vote (even though they may represent more than one member), and
(c) on a poll, every person present who is a shareholder, or a proxy, attorney or representative of a shareholder (or
where a direct vote has been lodged) shall have one vote for each fully paid ordinary share held.
There are no voting rights attached to any Options or Performance Rights on issue.
Restricted Securities
There are no restricted securities listed on the Company’s register as at 4 August 2025.
On market buy-back
There is currently no on market buy back in place.
Distribution of shareholders
i)
Fully Paid Ordinary Shares
Holdings Range
Holders
Units
%
1 to 1,000
142
61,184
0.02%
1,001 to 5,000
1,263
3,427,214
1.01%
5,001 to 10,000
598
4,671,944
1.38%
10,001 to 100,000
1,343
49,359,664
14.55%
100,001 and over
423
281,736,981
83.04%
3,769
339,256,987
100.00%
On 4 August 2025, there were 990 holders of unmarketable parcels of less than 1,761,219 Shares (based on a share
price of $0.16).
ANNUAL REPORT FY2025
80
SHAREHOLDER INFORMATION
4 August 2025
ii)
AR9O12 Unlisted Options exercisable at $0.316 on or before 24 November 2025
Holdings Range
Holders
Units
%
1 to 1,000
-
-
-
1,001 to 5,000
-
-
-
5,001 to 10,000
-
-
-
10,001 to 100,000
-
-
-
100,001 and over
1
1,000,000
100%
1
1,000,000
100%
Dr Miles Jakeman holds 100% of the securities in this class.
iii) AR9O13 Unlisted Options exercisable at $0.20 on or before 23 December 2025
Holdings Range
Holders
Units
%
1 to 1,000
-
-
-
1,001 to 5,000
27
128,785
3.86%
5,001 to 10,000
-
-
-
10,001 to 100,000
48
1,541,652
46.20%
100,001 and over
11
1,666,665
49.94%
86
3,337,102
100%
There are no holders who hold more than 20% of the securities in this class.
iv) AR9O14 Unlisted Options exercisable at $0.20 on or before 13 December 2025
Holdings Range
Holders
Units
%
1 to 1,000
-
-
-
1,001 to 5,000
-
-
-
5,001 to 10,000
-
-
-
10,001 to 100,000
11
601,181
6.96%
100,001 and over
14
8,041,670
93.04%
25
8,642,851
100%
Holders who hold more than 20% of the securities in this class are:
•
Brio Capital Master Fund Ltd – 3,571,428 options
ARCHTIS LIMITED
ANNUAL REPORT FY2025
81
SHAREHOLDER INFORMATION
4 August 2025
v)
AR9O15 Unlisted Employee Options exercisable at $0.1428 on or before 6 March 2026
Holdings Range
Holders
Units
%
1 to 1,000
-
-
-
1,001 to 5,000
-
-
-
5,001 to 10,000
-
-
-
10,001 to 100,000
-
-
-
100,001 and over
1
1,228,355
100%
1
1,228,355
100%
All securities in this class were issued under an employee incentive scheme and are held in a custodian account
on behalf of each employee.
i)
AR9O16 Unlisted Employee Options exercisable at $0.0792 on or before 21 December 2026
Holdings Range
Holders
Units
%
1 to 1,000
-
-
-
1,001 to 5,000
-
-
-
5,001 to 10,000
-
-
-
10,001 to 100,000
-
-
-
100,001 and over
1
378,673
100.00%
1
378,673
100.00%
All securities in this class were issued under an employee incentive scheme and are held in a custodian account
on behalf of each employee.
ii)
AR9O17 Unlisted Employee Options exercisable at $0.0792 on or before 21 December 2026
Holdings Range
Holders
Units
%
1 to 1,000
-
-
-
1,001 to 5,000
-
-
-
5,001 to 10,000
-
-
-
10,001 to 100,000
-
-
-
100,001 and over
1
1,172,471
100.00%
1
1,172,471
100.00%
All securities in this class were issued under an employee incentive scheme and are held in a custodian account
on behalf of each employee.
iii) AR9O18 Unlisted Employee Options exercisable at $0.0792 on or before 21 December 2026
Holdings Range
Holders
Units
%
1 to 1,000
-
-
-
1,001 to 5,000
-
-
-
5,001 to 10,000
-
-
-
10,001 to 100,000
-
-
-
100,001 and over
1
732,977
100.00%
1
732,977
100.00%
ANNUAL REPORT FY2025
82
SHAREHOLDER INFORMATION
4 August 2025
All securities in this class were issued under an employee incentive scheme and are held in a custodian account
on behalf of each employee.
iv) AR9O19 Unlisted Employee Options exercisable at $0.0972 on or before 22 November 2027
Holdings Range
Holders
Units
%
1 to 1,000
-
-
-
1,001 to 5,000
-
-
-
5,001 to 10,000
-
-
-
10,001 to 100,000
-
-
-
100,001 and over
1
3,412,969
100.00%
1
3,412,969
100.00%
All securities in this class were issued under an employee incentive scheme and are held in a custodian account
on behalf of each employee.
v)
AR9O20 Unlisted Employee Options exercisable at $0.0771 on or before 20 December 2028
Holdings Range
Holders
Units
%
1 to 1,000
-
-
-
1,001 to 5,000
-
-
-
5,001 to 10,000
-
-
-
10,001 to 100,000
-
-
-
100,001 and over
1
2,992,918
100.00%
1
2,992,918
100.00%
All securities in this class were issued under an employee incentive scheme and are held in a custodian account
on behalf of each employee.
vi) Performance Rights – AR9PR10
Holdings Range
Holders
Units
%
1 to 1,000
-
-
-
1,001 to 5,000
-
-
-
5,001 to 10,000
-
-
-
10,001 to 100,000
-
-
-
100,001 and over
1
6,070,217
100.00%
1
6,070,217
100.00%
All securities in this class were issued under an employee incentive scheme and are held in a custodian account
on behalf of each employee.
ARCHTIS LIMITED
ANNUAL REPORT FY2025
83
SHAREHOLDER INFORMATION
4 August 2025
vii) Performance Rights – AR9PR11
Holdings Range
Holders
Units
%
1 to 1,000
-
-
-
1,001 to 5,000
-
-
-
5,001 to 10,000
-
-
-
10,001 to 100,000
-
-
-
100,001 and over
1
3,097,002
100.00%
1
3,097,002
100.00%
All securities in this class were issued under an employee incentive scheme and are held in a custodian account
on behalf of each employee.
viii) Performance Rights – AR9PR13
Holdings Range
Holders
Units
%
1 to 1,000
-
-
-
1,001 to 5,000
-
-
-
5,001 to 10,000
-
-
-
10,001 to 100,000
-
-
-
100,001 and over
1
3,145,092
100.00%
1
3,145,092
100.00%
All securities in this class were issued under an employee incentive scheme and are held in a custodian account
on behalf of each employee.
ix) Performance Rights – AR9PR14
Holdings Range
Holders
Units
%
1 to 1,000
-
-
-
1,001 to 5,000
-
-
-
5,001 to 10,000
-
-
-
10,001 to 100,000
-
-
-
100,001 and over
1
10,597,196
100.00%
1
10,597,196
100.00%
All securities in this class were issued under an employee incentive scheme and are held in a custodian account
on behalf of each employee.
x)
Performance Rights – AR9PR15
Holdings Range
Holders
Units
%
1 to 1,000
-
-
-
1,001 to 5,000
-
-
-
5,001 to 10,000
-
-
-
10,001 to 100,000
-
-
-
100,001 and over
1
3,801,166
100.00%
1
3,801,166
100.00%
ANNUAL REPORT FY2025
84
SHAREHOLDER INFORMATION
4 August 2025
All securities in this class were issued under an employee incentive scheme and are held in a custodian account
on behalf of each employee.
xi) Performance Rights – AR9PR16
Holdings Range
Holders
Units
%
1 to 1,000
-
-
-
1,001 to 5,000
-
-
-
5,001 to 10,000
-
-
-
10,001 to 100,000
-
-
-
100,001 and over
1
934,776
100.00%
1
934,776
100.00%
All securities in this class were issued under an employee incentive scheme and are held in a custodian account
on behalf of each employee.
Substantial Shareholders
The names of the substantial shareholders as notified to the Company as at 4 August 2025 are:
1.
Kurt Mueffelmann
•
Holder of: 19,154,113 fully paid ordinary shares
•
Notice Received: 21 July 2025
•
Interest Held at Date of Notice: 5.65%
2.
SG Hiscock & Company Limited
•
Holder of: 13,709,182 fully paid ordinary shares
•
Notice Received: 3 December 2020
•
Interest Held at Date of Notice: 6.67%
Top Security Holders
The twenty largest shareholders of the Company’s quoted Shares as at 4 August 2025 are as follows:
Number held
% of total
shares issued
1
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
20,002,332
5.90%
2
CITICORP NOMINEES PTY LIMITED
19,638,739
5.79%
3
KURT MUEFFELMANN
13,312,820
3.92%
4
MR PETER ROBERT WOODLAND
8,619,943
2.54%
5
DANIEL CHUN LEUNG LAI
8,015,964
2.36%
6
BRIO CAPITAL MASTER FUND LTD
7,790,683
2.30%
7
MR BRUCE ALEXANDER TALBOT & MRS SUZANNE TALBOT
6,866,436
2.02%
8
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
5,990,554
1.77%
9
MR OTTMAR WEISS
5,000,000
1.47%
ARCHTIS LIMITED
ANNUAL REPORT FY2025
85
SHAREHOLDER INFORMATION
4 August 2025
10
MR RHYS DAVID FORD
4,468,655
1.32%
11
POSSUM HILL PTY LTD
4,429,469
1.31%
12
MICHAEL DE FELICE PTY LTD
3,510,000
1.03%
13
GRAND FORTUNA PTY LTD
3,500,000
1.03%
14
ROMAN FIVE PTY LTD
3,350,000
0.99%
15
MR ANTHONY MANUEL WHITFIELD
3,250,000
0.96%
16
UBS NOMINEES PTY LTD
3,157,643
0.93%
17
PHILLIP JONATHAN DEAN & ROBYN CLAIRE DEAN
3,000,000
0.88%
18
INVIA CUSTODIAN PTY LIMITED
3,000,000
0.88%
19
MR DAVID WOOD
2,816,811
0.83%
19
NETWEALTH INVESTMENTS LIMITED
2,816,471
0.83%
20
BNP PARIBAS NOMINEES PTY LTD
2,753,691
0.81%
Top 20 Holders of Ordinary Shares
135,290,211
39.88%
Total Remaining Holders Balance
203,966,776
60.12%
ARCHTIS LIMITED
ANNUAL REPORT FY2025
86
ARCHTIS LIMITED | AR9 | ACN 123 098 671
ARCHTIS LIMITED | AR9 | ACN 123 098 671