ASX ANNOUNCEMENT BIO-GENE TECHNOLOGY LTD BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT Bio-Gene Technology Limited (ASX: BGT) is pleased to release its Final Report for the year ended 30 June 2024. Please find attached the following documents: • ASX – Appendix 4E • 2024 Annual Report The Annual Report is available on the Company’s website at: http://bio-gene.com.au/investor-relations/financial-reports . All highlights and full financial results are contained in the Annual Report. Approved for release by the Board of Directors. Dated: 28 August 2024 Edmond Tern Company Secretary - ENDS - For further information, please contact: Bio-Gene Technology Limited: IR/Media Tim Grogan Chief Executive Officer E: bgt.info@bio-gene.com.au Adrian Mulcahy, Investor Relations E: adrian.mulcahy@automicgroup.com.au M: 0438 630 422 Tristan Everett, Media Relations E: tristan.everett@automicgroup.com.au M: 0403 789 096 About Bio-Gene Technology Limited Bio-Gene is an Australian company developing novel bio-insecticides to address the global challenges of insecticide resistance. Its unique products are based on a naturally occurring class of compounds proven to overcome resistance to control pests with minimal impact on human health and the environment. Bio-Gene’s products have multiple applications across public health, crop protection, grain storage, and consumer use. They provide new options derived from nature to meet market demand for effective and safe pest management solutions. Flavocide® is a trademark of Bio-Gene Technology Limited. Appendix 4E Final Report BIO-GENE TECHNOLOGY LIMITED ABN 32 071 735 950 Details of the reporting period and the previous corresponding period Full year ended (“current reporting period”) 30 June 2024 Full year ended (“previous corresponding Period”) 30 June 2023 Results for announcement to the market Key information 2024 $ 2023 $ % Change Up / (Down) Revenue from ordinary activities 18,320 149,232 (87.7%) Loss from ordinary activities after tax attributable to members (2,409,179) (3,095,782) (22.2%) Loss attributable to members (2,409,179) (3,095,782) (22.2%) Dividends Paid and Proposed Amount per security Franked amount per security Final dividend Nil Nil Interim dividend Nil Nil Previous corresponding period Nil Nil Record date for determining entitlements to the dividend. No dividend has been declared or paid Dividend re-investment plan. No dividend re-investment plan in operation Net Tangible Assets Backing 2024 2023 Net tangible asset backing per ordinary security 1.3 cents 1.7 cents Control gained or lost over entities in the year There were no entities where control was gained or lost during the period. Commentary on the Results for the period Refer to the commentary on the results for the period contained in the “Review of Operations” included within the Directors’ report. Status of Audit The 30 June 2024 financial report and accompanying notes for BIO-GENE Technology Limited have been audited and are not subject to any disputes or qualifications. Refer to the 30 June 2024 Annual Report for a copy of the auditor’s report. 1 BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 1 Annual Report 2024 BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 2 WHO WE ARE Bio-Gene is an Australian agtech development company enabling the next generation of novel insecticides, addressing the global challenges of food security and public health, whilst dealing with the increasing concerns over insecticide resistance and toxicity of insecticides used in crop production and grain storage. Its novel technology is based on naturally occurring beta-triketones, a type of chemistry that offers new solutions for insect management in crop protection (including grain storage), public health, consumer applications and animal health. Insecticide resistance is a growing problem. Almost 600 insect types (as well as other arthropod pests such as ticks and mites) are resistant to more than one insecticide class1. In terms of public health, over 60 countries have reported mosquito resistance to at least one insecticide class2. With insect-borne diseases such as Malaria, Zika and Dengue fever becoming more widespread and only limited solutions available to address this expansion, the problem of insecticide resistance is expected to grow. Many of the insecticide classes currently in use have toxicity profiles that potentially pose mounting human and environmental problems, especially in agriculture where both crops and livestock can be continually exposed to these compounds. The global insecticide market is valued at over US$31 billion per annum. Our research indicates that Bio-Gene has a significant opportunity to disrupt the current paradigm by developing an insect control solution that is targeted, safer, has low environmental impact and is cost effective to use. Flavocide and Qcide are our lead beta-triketone insecticide products identified in extracts of specific Australian native flora that have been shown to have insecticidal activity. Flavocide is a chemically synthesised, nature-identical compound. Our research has determined flavesone has a novel mode of action versus all other insecticides on the market today. We have demonstrated flavesone’s efficacy against resistant populations of certain pests, thus validating its novel mode of action. Flavocide can be used alone, or in combination with other existing insecticides, where in some cases synergy has been observed. Qcide is a natural oil extract from a cultivar of Eucalyptus cloeziana containing high levels of tasmanone and is suitable for situations where a 100% natural product is preferred. Our strategic objective is to generate multiple revenue streams from technology licensing fees, milestone payments and royalties by securing and owning active ingredient product registrations, developing proprietary manufacturing and production knowhow, and working with strong commercial partners on product development and marketing and distribution. 1 Sparks & Nauan, 2015: “IRAC: Mode of action classification and insecticide resistance management” 2 World Health Organisation, 2016: “WHO welcomes new initiative to combat insecticide resistance” BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 3 CHAIR AND CEO’S REPORT Dear Shareholders, On behalf of the Board and management team, we are pleased to present the Bio-Gene Technology 2024 Annual Report. We are proud of the progress we have made during financial year 2024 to strengthen our commercial and research partnerships, further develop our products, and move closer to commercialisation. The global need for our products has never been stronger as resistance to insecticides and bans on toxic ingredients diminishes the pool of available products for farmers and public health officials. Our technology provides a commercially viable solution for global agricultural chemical companies to meet market demand for safe and effective pest management solutions. Bio-Gene’s naturally derived ingredients, Qcide® and Flavocide® effectively overcome resistance by controlling pests via a novel mode of action, and with the potential for reduced levels of toxicity for humans and the environment. Our unique and patented technology has proven synergy with important pesticides groups, meaning the efficacy and patent life of current products is extended when combined with Qcide and Flavocide. Early in the financial year we refined our development pipeline to target products with the greatest commercial applications in eight areas across public health vector control, crop protection and consumer use. With this focus, we have diligently pursued our strategic objectives to advance preparations for the submission of our Flavocide and Qcide regulatory information dossiers with the Australian regulator (being the Australian Pesticdes and Veterinary Medicines Authority (APVMA), develop proprietary manufacturing and production expertise, and continue our work with strong commercial partners on formulated product development, marketing and distribution. We continued to strengthen our commercial partnerships with Clarke Mosquito Control in the US and with Evergreen Garden Care in the EU and ANZ for Flavocide, and with STK-Bio Ag for global Qcide development. Our agreement with STK was further solidified with a Development and Licence Agreement enabling us to optimise the registration process for Qcide in international markets and source the necessary investment for Qcide registration while providing flexibility in our key markets, allowing us to confidently pursue commercial deals and future revenue from both of our active ingredients. Our insecticidal active ingredients were selected for participation in a US$10 million research program funded by the US Centers for Disease Control and Prevention for vector control targeting ticks as vectors of Lyme disease, among others. Lab-testing of our products under this program was largely completed by Purdue University. Field testing is currently underway. We have expanded our current collaborations to include partners that have insecticide product development capability and regulatory expertise, as well as sales and marketing capabilities and reach with market access networks well suited to our development pipeline. Another key development was the evolution of our formulation development programs to optimise the effectiveness of Flavocide and Qcide so as to provide benefits for future commercial partners. These formulations are being developed through experienced collaborators in Australia and the US. We engaged a large toll manufacturer to support our regulatory programs, and to ensure that we can meet future product demand for Flavocide. We also continued to scale-up Qcide production to keep pace with expected demand from commercial collaborations. A key factor in the commercial success of Qcide scale-up will be establishing a strong network of growers for Eucalyptus cloeziana, the specific trees from which Qcide oil is extracted. We see Eucalyptus cloeziana as a viable new crop opportunity for Australian growers and will continue to seek farmers interested in growing Eucalyptus cloeziana for seed and Qcide oil production. BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 4 Our target markets are large. They include public health, where we develop new ways to control disease carrying mosquitos and other insects, protecting the public from a host of deadly diseases such as Malaria and Dengue fever. Our other main market is agriculture where we seek to reduce crop yield loss and spoilage in grain storage because of insect infestations. Around 20-40% of food produced globally is lost to pests and these losses are valued at around US$2.0 trillion per annum3. Australians remain largely unaware of the serious threat mosquitos pose to public health in many other areas of the world. 2024 saw major outbreaks of mosquito-borne viral diseases such as Dengue fever in many countries, as well as Ross River virus and Murray River encephalitis outbreaks across Australia. The World Health Organization estimates more than half the world is at risk of vector-borne diseases. This will most certainly increase as changing weather patterns increase the habitable areas for mosquitos and other disease carrying insects. With annual sales of mosquito insecticides used in public health applications estimated at US$840 million per annum, the opportunity for us is substantial. From a financial perspective, we continue to manage our capital efficiently. Partnerships with both commercial and research-based organisations have and will continue to support our progress. During the year we successfully raised A$2.0 million in capital which has supported Flavocide batch production and other activities required to generate the data to be included in the regulatory information dossier required to support our application for registration of Flavocide in Australia. We thank shareholders for your continuing support. On behalf of the Board, we thank the Bio-Gene team for their hard work, passion and commitment to opening new markets for our technology and promoting Bio-Gene as an industry-leader in solving the global problems of public health vector control and crop protection. We particularly thank our loyal shareholders for their ongoing support and investment in Bio-Gene. We know we have an important 12 months ahead, and we look forward to continuing to update our shareholders on our progress. Qcide® and Flavocide® are registered trademarks of Bio-Gene Technology Limited. Alex Ding Non-Executive Chair Tim Grogan Chief Executive Officer and Managing Director 3 Oerke EC, Crop Losses to pest J. Agri Sci 144: 31-43 (2005); Pimentel D Pesticides and Pest controls. In: Peshin R, Dhawan AK. (eds). Integrated pest management: innovation-development process, 1:83-87. Springer Science (2009) BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 5 CONTENTS Chair and CEO’s Report 3 Directors’ Report 6 Auditor’s Independence Declaration 35 Corporate Governance 36 Statement of Profit or Loss and Other Comprehensive Income 37 Statement of Financial Position 38 Statement of Changes in Equity 39 Statement of Cash Flows 40 Notes to the Financial Statements 41 Declaration by Directors 63 Independent Auditor’s Report 64 Shareholder Information 68 Company Particulars 71 DIRECTORS’ REPORT BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 6 The Board of Directors of Bio-Gene Technology Limited (“Bio-Gene” or the “Company”) has resolved to submit the following report together with the financial statements of the Company for the year ended 30 June 2024. Directors The following persons were directors of the Company during the financial year: Mr. Alex Ding (Non-executive Chair) Mr. Andrew Guthrie (Non-executive Director) Mr. Christopher Ramsey (Non-executive Director) Mr. Tim Grogan (Managing Director and CEO) commenced on 28 August 2023 Mr. Peter May (Executive Director, Research and Development) Mr. Robert Klupacs (Non-Executive Director) resigned 31 July 2023 Mr. Richard Jagger (Managing Director and CEO) resigned 28 August 2023 Details of each director’s qualifications and special responsibilities, together with meetings attended, are set forth in other parts of this report. Company Secretary Mr. Edmond Tern commenced on 8 April 2024 Mr. Roger McPherson resigned on 17 May 2024 Mr. Rod Valencia resigned on 13 November 2023 Principal Activities The principal activity of the Company is to pursue the development and commercialisation of naturally derived insecticide products. Bio-Gene’s insecticide products are Flavocide (flavesone), a synthetically produced nature-identical compound, and Qcide, a natural plant-derived oil with high levels of tasmanone. Research to date indicates insecticidal activity of these products via a novel mode of action with the potential to overcome existing insecticide resistance in pest populations. Bio-Gene is seeking to commercialise these products via partners as insecticide formulations for use in a range of target markets. We aim to generate multiple revenue streams from technology licensing fees, milestone payments and royalties by securing and owning active ingredient product registrations, developing proprietary manufacturing and production knowhow, and working with strong commercial partners on product development, marketing and distribution. DIRECTORS’ REPORT BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 7 Review of Operations There were a number of significant achievements and advancements made by Bio-Gene throughout the 2024 financial year, delivering progress on the development and registration of Flavocide and Qcide, and securing new and expanded commercial agreements to position the group for commercial success. Product Pipeline and Formulation Development Following a detailed strategic review of Bio-Gene’s database of product and market related information, and patent portfolio, eight initial product opportunities across crop protection, public health and consumer applications were selected as high priority to bring Bio-Gene products to market. These are: • Crop protection: grain protectant for control of grain storage pests • Public health: indoor and outdoor space sprays, indoor and outdoor barrier sprays • Consumer applications: indoor and outdoor space sprays, outdoor garden spray Bio-Gene is working with several formulation development groups both in Australia and overseas to optimise the performance of both Flavocide and Qcide through enhancing efficacy, safety and overall effectiveness and considering the different uses in Bio-Gene’s pipeline. This will accelerate the evaluation of Flavocide and Qcide by Bio-Gene’s commercial partners. Commercial Partnerships Bio-Gene’s commercial partnering strategy is directed at both the engagement of new commercial partners and the expansion of existing partnerships across agriculture, public health, and consumer opportunities internationally. STK: Bio-Gene signed a Development and License Agreement for Qcide with STK Bio-Ag Technologies that grants to STK a non-exclusive licence to develop Qcide in crop and some non-crop markets. Bio-Gene retains exclusive rights to the public health, animal health and consumer markets for Qcide globally. In addition, the Company retains non-exclusive rights to crop protection, turf and ornamentals markets, and can work with any collaborators in these market sectors should the Company wish to develop products incorporating Qcide. The Company works closely with STK’s regulatory experts on the registration pathway for Qcide, and product testing and registration-related activities remain on-track. STK is currently undertaking an extensive testing program to develop a comprehensive data package to support registration of Qcide as an active ingredient in Australia, USA and other countries targeted for commercialisation for pest management in both crop and non- crop applications. Clarke Mosquito Control: Bio-Gene has expanded programs to develop formulations to optimise performance for mosquito control. This includes programs with specialist contract research organisations targeting the surface residual barrier spray application use pattern for mosquito control. Evergreen: Bio-Gene’s work with Evergreen Garden Care continues in Europe and Australia involving field testing of Bio-Gene products targeting home and garden pests. Potential new trials in Australia are being examined as part of the opportunity for consumer applications, in particular for Qcide. DIRECTORS’ REPORT BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 8 Additional Commercial Opportunities: Bio-Gene is expanding its current commercial partnerships to include partners that have insecticide product development capacity and regulatory expertise, as well as sales and marketing capabilities and reach with market access networks well suited to our development pipeline. Bio- Gene is engaged in discussions with several Asian government agencies on initiatives to manage mosquito populations to minimise the risk of the spread of vector-borne diseases. These efforts also include the capacity to assess the efficacy of Bio-Gene’s new insecticidal solutions within their territories. Flavocide Development Progress on Flavocide Active Ingredient: Bio-Gene’s priority programs include the scale-up manufacture and generation of safety data for Flavocide active ingredient to support the Company’s regulatory information dossier, currently planned to be filed with the Australian Pesticides and Veterinary Medicines Authority (APVMA) in December 2025. As insecticides are regulated products, the filing of this information dossier in Q4 CY25 and the estimated completion of the APVMA’s review during Q1 CY27 (average review period of 15 months) will be transformative for Flavocide and for Bio-Gene. Bio-Gene appointed a highly experienced European-based firm of scientific and regulatory consultants to provide oversight, guidance and monitoring of the various analytical, safety and environmental fate studies required to support the registration of Flavocide active ingredient. This expertise will help ensure studies are conducted to a standard required to support Flavocide registration in all of our target regulated jurisdictions. Manufacture Scale-up of Flavocide: The Flavocide manufacturing project undertaken by an India-based large contract manufacturing company has successfully progressed from lab-scale to pilot-scale batch processing, fully validating the synthesis process for Flavocide at scale. Pilot-scale batches are required to demonstrate consistency and performance of the production process and to produce required quantities of high quality representative product necessary for the next phase of testing. Development of a synthesis route and associated IP to manufacture Flavocide at large scale with consistency and on a cost-effective basis is key for the future commercial supply of Flavocide active ingredient by Bio-Gene to our commercial partners. Qcide Development Qcide Production: The agreement with STK, and arrangements with other Bio-Gene’s commercial partners, provide a strong commercial basis to expand the area where Qcide production is undertaken and to introduce various efficiency initiatives as part of that production. During FY24 Bio-Gene continued to improve the quality (including yield) of trees for use in Qcide production. Tree improvement programs are focused on the use of seed and tissue culture plant production to support the most efficient method of crop expansion to meet future demand for Qcide oil. This involves collaborations with farmers, tissue culture experts and commercial nurseries. Bio-Gene continues to use James Cook University to support research and field operations relating to processing and distillation of oil from biomass. The ability to extract oil in an efficient, sustainable and standardised manner ensures the competitiveness and profitability of Qcide oil. Additional opportunities have been identified to reduce the estimated commercial cost of manufacture of Qcide as scale-up continues. Qcide Regulatory Planning & Development: Bio-Gene has been working closely with STK’s regulatory experts on the registration pathway for Qcide. Product testing and registration-related activities are on-track. STK is undertaking an extensive testing program to develop a comprehensive data package to support registration of Qcide as an active ingredient in Australia, USA and other countries targeted for commercialisation for pest control in both crop and non-crop applications. DIRECTORS’ REPORT BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 9 R&D and IP US Center for Disease Control and Prevention Program: Bio-Gene was selected to participate in a US$10 million research program funded by the US Centers for Disease Control and Prevention (CDC) on vector-borne diseases using products specifically focused on tick-borne pathogens. The program involves prominent United States universities in this sector including University Wisconsin Madison, with partners at Minnesota, Illinois, Michigan, Iowa, and Indiana universities, including Purdue University who has a significant history and knowledge of Bio-Gene’s technology. The lab-testing of Bio-Gene’s products under this program has been largely completed by Purdue University and preparation is in hand for expansion of this program into the field following the northern hemisphere winter. Patent and IP Protection The following patents relating to the use of Flavocide were granted, strengthening Bio-Gene’s IP platform: • JP 2020-522757 – Japan: Flavocide use against insects and arachnid pests when used in combination with another pesticide • AU 2021-232738 – Australia: Flavocide use in combination Several patents are subject to examination proceedings in a range of countries, including in Canada, USA, and those in Europe. Bio-Gene continues to prosecute patents and plant breeder’s rights (for superior tree lines to support Qcide production) as part of our strategy to build an extensive portfolio of intellectual property and knowhow relating to the use, manufacture, registration, and formulation of Flavocide and Qcide. This strategy will support future income from commercialisation of our technology by commercial partners under license, as well as ensure our ongoing competitiveness and positioning in the market. Corporate In January 2024, Bio-Gene received cash refund of A$504,000, up from A$446,000 in the prior comparative period, under the Australian Federal Government R&D Tax Incentive Scheme. The R&D Tax Incentive Scheme is an Australian Government program to assist companies which are investing in eligible expenditure on research and development. The cash refund will be used for working capital purposes to accelerate Bio-Gene’s commercialisation and development programs. DIRECTORS’ REPORT BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 10 Board and Executive Management Changes Appointments Appointment of Alex Ding as Chair of Board of Directors effective 1 August 2023 Appointment of Tim Grogan as Managing Director and Chief Executive Officer effective 28 August 2023 Appointment of Edmond Tern as Chief Financial Officer and Company Secretary effective 8 April 2024. Retirement and Resignations Mr Robert Klupacs resigned as Non-Executive Director and Chair on 31 July 2023. Mr Richard Jagger resigned as Managing Director and Chief Executive Officer on 28 August 2023. Mr Rodrigo Valencia resigned as joint CFO and Company Secretary on 13 November 2023. Mr Roger McPherson resigned as joint Company Secretary on 17 May 2024. Financial Summary The financial results of the Company for the year ended 30 June 2024 are summarised as follows: Statement of Financial Position • Cash held of $2,209,558 (2023: $2,990,527) at reporting date. • The Company’s policy is to hold its cash and cash equivalent deposits in “A” rated or better deposits. • The Company’s strategy is to outsource product development expenses including manufacturing, regulatory and trial expenses, to specialist, best of breed partner organisations. Therefore, the Company has not incurred any major capital expenditure for the period and does not intend to incur substantial commitments for capital expenditure in the immediate future. Operating Results • The Company reported loss from ordinary activities after income tax of $2,409,179 (2023: $3,095,782). • Total revenue including other income during the period was $709,986 (2023: $681,290). This revenue included collaboration costs recovery of $18,320 (in 2023 $149,232 was licence fees), the R&D Tax Incentive of $604,187 (2023: $445,846). • Total operating expenses for the period were $3,119,165 (2023: $3,777,072). Research and development costs have been expensed in the year in which they were incurred. • Basic and diluted net loss per share decreased to 1.30¢ (2023: 1.85¢) due to lower losses and the increase in the weighted average number of shares on issue. Statement of Cash Flows The Company’s cash outflow from operations over the period was $2,754,245 (2023: $3,276,354). DIRECTORS’ REPORT BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 11 Capital Raising On 8 September 2023, 16,543,246 fully paid ordinary shares were issued under a share placement which provided $1,389,633 cash for working capital purposes. On 11 September 2023, 5,952,381 fully paid ordinary shares were issued under share placement which provided $500,000 cash for working capital purposes. On 3 October 2023, 1,720,218 fully paid ordinary shares were issued under share purchase plan which provided $144,500 cash for working capital purposes. On 30 June 2024 the Company had 201,361,570 shares on issue (2023: 177,145,725). Refer to Note 13(a) for further detail of movements in issued capital. Options Issued No options were issued during the current financial year. Further details in respect of options issued in previous financial years can be found in Note 13(b). Earnings Per Share 2024 2023 Basic loss per share from continuing operations (1.30¢) (1.85¢) Basic diluted loss per shares from continuing operations (1.30¢) (1.85¢) Dividends No dividends were paid or declared during the course of the financial year and no dividends are recommended in respect to the financial year ended 30 June 2024. Likely Developments and Expected Results of Operations The Company will continue to fully evaluate Flavocide and Qcide in a range of market applications, and to develop a comprehensive data package to support product registrations in Australia and internationally. Disclosure of information, in addition to that provided in this report, regarding likely developments in the operations of the Company in future financial years and the expected results of those operations is likely to result in unreasonable prejudice to the Company. Accordingly, this information has not been disclosed in this report. Significant Changes in State of Affairs Other than as detailed in this Annual Report there were no significant changes to the state of affairs of Bio- Gene Technology Limited during the year. DIRECTORS’ REPORT BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 12 Business Strategies and Prospects The Company’s strategy is to develop its proprietary technologies to a point where they can be licensed and/or partnered with an agricultural, chemical or biotech partner for further development and ultimately released to the market. Bio-Gene would generate milestone payments and royalty revenues from such transactions. Material Business Risks The Company’s operations and business prospects are subject to a number of risks. The Board regularly reviews the possible impact of these risks and seeks to minimise this impact through a commitment to its corporate governance principles and risk management function. However, not all risks are manageable or within the control of the Company. The key business risks faced by the Company that are likely to have an effect on its future prospects include: Laboratory and Field Trials Development of the Company’s products may fail for a number of reasons including lack of efficacy, toxicity or adverse side effects. Failure can occur at any stage of the trials, requiring the Company to abandon or repeat trials. The Company or the relevant regulatory authorities may suspend the Company’s trials at any time if it appears that the trials could potentially result in unacceptable health risks. Manufacturing/production The Company has successfully manufactured product at a scale sufficient to conduct the trials that have been undertaken to date. The Company is now working on improving the production process to allow for cost effective manufacturing at scale. With any chemical production process, however, there is inherent variability which cannot be controlled and therefore the yields of finished product can vary. The Company’s production technologies have also not been tested at a scale sufficient to make commercial quantities of a product in the event that it proves successful and can be brought to market and are therefore subject to risk of failure or high costs. Out-licencing The Company is relying on its ability to be able to out-licence its products at a time deemed appropriate. The agricultural industry is highly competitive and numerous entities around the world compete with the Company to discover, validate and commercialise insecticides. The Company’s competitors may discover and develop products in advance of the Company and/or products that are more effective than those developed by the Company. As a consequence, the Company may not be able to out-licence its products or not be able to out- licence its products for the desired returns, resulting in adverse effects on revenue and profitability. Sufficiency of Funding The Company has limited financial resources and may need to raise additional funds from time to time to finance the development and commercialisation of its products and its other objectives. The Company’s product development activities may never generate revenues, and the Company may never achieve profitability. The Company’s ability to raise funds in the future will be subject, among other things, to factors beyond the control of the Company and its Directors including cyclical factors affecting the economy and share markets generally. The Directors can give no assurance that future funds can be raised by the Company on favourable terms, if at all. DIRECTORS’ REPORT BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 13 Third Party Collaborations The Company has established and intends to continue to establish collaborative relationships to achieve its product development objectives. The Company does not have all the resources that it needs to internally develop its product candidates through to full development and to launch marketable products and relies on its ability to maintain and enter into collaborative and licencing relationships to achieve this objective, and relies on its collaborators to fulfil their responsibilities. Any failure by these collaborators to fulfil their responsibilities could adversely impact the Company. Insurance and Indemnification During the financial year, the Company paid a premium in respect of a contract insuring the Directors and Company Secretary (as named above), and all executive officers of the Company against a liability incurred when acting in their capacity as a Director, Company Secretary or executive officer to the extent permitted by the Corporations Act 2001. Further disclosure required under section 300(9) of the Corporations Act 2001 is prohibited under the terms of the insurance contract. Other than to the extent permitted by law, the Company has not otherwise, during or since the end of the financial year, indemnified or agreed to indemnify an officer or auditor of the Company or any other related body corporate against a liability incurred as such by an officer or auditor. 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 Company, or to intervene in any proceedings to which the Company is a party, for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings. No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under section 237 of the Corporations Act 2001. Environmental Issues The Company’s operations are not currently regulated by any significant environmental regulation under a law of the Commonwealth or of a state or territory of Australia. Auditor’s Independence Declaration A copy of the auditor’s declaration under section 307C of the Corporations Act 2001 in relation to the audit for the year ended 30 June 2024 is included in this report. DIRECTORS’ REPORT BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 14 Auditor MVA Bennett continues in office in accordance with section 327 of the Corporations Act 2001. Non-audit Services The Board of Directors has considered the position and is satisfied that the planned provision of the non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001 for the following reasons: • All non-audit services have been reviewed to ensure they do not impact the impartiality and objectivity of the auditor. • None of the services undermine the general principles relating to auditor independence as set out in Professional Statement APES 110, including reviewing or auditing the auditor’s own work, acting in a management or a decision-making capacity for the Company, acting as advocate for the Company or jointly sharing economic risk and rewards. During the year the following fees were paid or payable for services provided by the auditor of the Company, its related practices and non-related audit firms: $6,000. No officers of the Company have at any time been a partner of the audit firm MVA Bennett. DIRECTORS’ REPORT BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 15 Meetings of Directors The number of meetings of the Company’s Directors (including committee meetings of Directors) held during the year ended 30 June 2024 and the numbers of meetings attended by each Director were: Director Board of Directors Remuneration & Nomination Committee Audit & Risk Committee Held and Eligible to Attend Attended Held and Eligible to Attend Attended Held and Eligible to Attend Attended Alex Ding 11 11 1 1 4 4 Andrew Guthrie 11 11 1 1 4 3 Christopher Ramsey 11 11 1 1 4 4 Tim Grogan 10 10 - - 4 4 Peter May 11 11 - - 4 4 Robert Klupacs 1 1 - - - - Richard Jagger 1 1 - - - - While Tim Grogan and Peter May are not members of the Audit & Risk Committee, they are invited to attend these meetings when relevant. Information on directors and key management personnel in office during or since the end of the financial year and to the date of this report. DIRECTORS’ REPORT BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 16 Information on Directors Alex Ding Non-Executive Chair Experience and qualifications BComm, LLB (UNSW) LLM (USyd) Alex has over 25 years of experience as a corporate lawyer. He was a partner at two leading Australian law firms and is a recognised expert in mergers and acquisitions, capital markets, and general corporate and governance law. He has advised many large ASX, LSE and US listed companies, foreign government- controlled entities and substantial private companies and funds on acquisitions, divestments, corporate finance transactions, joint venture arrangements, restructurings, corporate governance and disputes strategy. He had been named on The Best Lawyers in Australia list. Alex joined as Non-Executive Director of Bio-Gene Technology Limited on 12 May 2023 and was appointed as Non-Executive Chair of the Board on 1 August 2023. Special Responsibilities Chair of the Board of Directors Chair of Remuneration and Nomination Committee. Interest in Shares and Options 12,382,951 Ordinary Shares Directorships held in Other Listed Entities Has not held a directorship in any other listed entity over the last 3 years Robert Klupacs Non-Executive Director Experience and qualifications BSc (Hons) Grad Dip IP Law, Australian Registered Patent and Trademark Attorney Robert is an Australian registered patent attorney who has had a wide and successful career to date within both private and publicly traded companies as well as the academic arena. He has over 30 years’ corporate experience in the international technology development arena. His corporate development experience encompasses, healthcare, software, scientific instrumentation, food technologies and enabling agricultural technology. He has deep expertise and experience in all facets of corporate development including: IP licensing, patenting, intellectual property strategy and management, joint venture creation and management, fund-raising (private and public markets), corporate and scientific due diligence, technology and corporate acquisitions, corporate compliance and corporate governance and academic liaison. He is the Founder of 28 companies in Australia and Singapore. He is a highly experienced professional Director having been an Executive or Non-Executive Chair/Director on over 24 different corporate entities. He was previously a member of the Pharmaceutical Industry Group and a past member of the Victorian Biotechnology Advisory Committee. Resigned on 31 July 2023. Special Responsibilities Chair of the Board of Directors, Audit and Risk Committee and Remuneration and Nomination Committee. Interest in Shares and Options 636,244 Ordinary Shares 3,320,000 Vested LSP Shares Directorships held in Other Listed Entities Has not held a directorship in any other listed entity over the last 3 years DIRECTORS’ REPORT BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 17 Richard Jagger Managing Director and Chief Executive Officer Experience and qualifications B.Sc.(Hons), Masters of International Business, GAICD Richard has over 25 years’ experience in the Agricultural sector, working for Fortune 500 companies around the world. He managed the introduction of Australia’s first agricultural biotech products into the cotton sector. Having worked as a senior executive manager for Monsanto he has extensive knowledge of the local ag industry, as well as the major Crop Protection companies globally. Prior to joining Bio-Gene he co-created the Australian subsidiary of Sinochem – one of the largest Crop Protection companies in China – in the role of Managing Director. He was previously a board member of Crop Life Australia, and is a founding member of Victoria’s Cleantech Cluster, designed to support, consolidate and promote clean, sustainable technology for use around the world. Richard is also a director of Agriculture Victoria Services (AVS), which provides expert IP management, commercialisation, R&D collaboration and technology investment services to maximise the adoption and impact of the research capabilities and IP assets of AVR. Resigned as director on 28 August 2023. Special Responsibilities Responsible for the management of the Company. Interest in Shares and Options 743,221 Ordinary Shares 2,882,696 Vested LSP Shares Directorships held in Other Listed Entities Has not held a directorship in any other listed entity over the last 3 years Tim Grogan Managing Director and Chief Executive Officer Experience and qualifications Bachelor of Law Bachelor of Science (chemistry) University of Melbourne Joined as Managing Director and Chief Executive Officer on 28 August 2023. Tim brings more than 30 years’ experience and expertise to Bio-Gene, with a successful track record of delivering growth in the agtech, food and human health sectors. Tim has deep multi-disciplinary experience in the management of new product development, commercialisation, capital raising and corporate governance. As a hands-on leader, Tim has held several key executive roles, specialising in product development and expanding business partnerships. As CEO of SIRA Pty Ltd, Tim led the commercial development of technologies to produce new types of healthier sugar. Prior to this, Tim was the CEO of Dimerix BioScience Pty Ltd, a venture capital-funded medicinal drug discovery and development company, where he managed the development of a novel treatment for diabetic nephropathy and the company completed three substantial pharmaceutical partnering deals within 12 months and significantly expanded its investor base. Tim also has extensive listed company experience, including with pharmaceutical development company, Starpharma (ASX:SPL), where he worked to steer it through the IPO process and establishing several commercial relationships globally. Special Responsibilities Responsible for the management of the Company. Interest in Shares and Options 59,524 Ordinary Shares Directorships held in Other Listed Entities Has not held a directorship in any other listed entity over the last 3 years DIRECTORS’ REPORT BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 18 Peter May Executive Director – Research & Development Experience and qualifications Bachelor of App.Sc (Rural Technology) (Hons) University of Queensland MBA Queensland University of Technology GAICD Director of Bio-Gene Technology Limited since 29 May 2015. Peter’s career has included over 20 years of experience in the Australian and international crop protection and pest management markets with companies Orica and Crop Care (now part of Nufarm). In 2001, he founded Xavca Pty Ltd, providing marketing & consultancy services to mainly international clients including Syngenta and Sorex (now part of BASF). In 2008 Peter joined BioProspect Limited (ASX: BPO) as Chief Executive Officer and subsequently was appointed Non- Executive Director and then Non-Executive Chair of that company. Peter is a graduate member of the Australian Institute of Company Directors (AICD) and member of the Australian Environmental Pest Managers Association (AEPMA) and the Mosquito Control Association of Australia (MCAA). Special Responsibilities Responsible for the Research and Development of the Company. Interest in Shares and Options 521,890 Ordinary Shares 1,320,316 Vested LSP Shares Directorships held in Other Listed Entities Has not held a directorship in any other listed entity over the last 3 years Christopher Ramsey Non-Executive Director Experience and qualifications BRuSc UNE Armidale GradDip Agribusiness Monash Uni. Chris has over 30 years’ experience in the agricultural sector across business startup, development, marketing and broader agronomy. He has held leadership roles in Bayer, BASF and Nufarm/Crop Care among others, operating in both technical and managerial roles. Chris brings with him significant experience across customer engagement and product marketing and has a history of partnership development and sourcing after having spent the earlier years of his career in technical agricultural roles. Chris currently acts as non-executive director of North West Phosphate, a phosphate exploration and production business and RegenCo Natural Capital Specialists. Regenerating Australian agriculture in service of a sustainable and renewable economy. He is also the principal director of a boutique agribusiness consulting firm. Chris holds a BSc (Honours) in Rural Sciences and a GradDip in Agribusiness. Director of Bio-Gene Technology Limited since 12 May 2023. Special Responsibilities Member of the Board of Directors, Audit and Risk Committee and Remuneration and Nomination Committee. Interest in Shares and Options 119,000 Ordinary Shares Directorships held in Other Listed Entities Has not held a directorship in any other listed entity over the last 3 years DIRECTORS’ REPORT BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 19 Andrew Guthrie Non-Executive Director Experience and qualifications B. AgSci (Hons) GAICD Andrew has dedicated his career to agriculture and worked for 32 years with one of the world’s leading agriculture companies, Syngenta, and predecessor companies around the world. After building his early career in sales, marketing and supply chain roles in Australian agriculture, Andrew spent 20 years working internationally with assignments in the United Kingdom, Switzerland, Hong Kong, Singapore, Thailand, Japan and China. He gained significant experience in diverse cultural environments that require broad leadership skills. Andrew spent most of his senior leadership years with Syngenta in Asia, as Regional Director for Asia Pacific, before he was promoted to lead Syngenta’s multi-billion-dollar business in Europe, Africa and the Middle East. During his career, Andrew led business growth in developed and emerging markets by creating country operating businesses with the right culture, capability, people and business strategies to access attractive market segments that constituted tens of millions of grower customers in some countries. Andrew has a strong understanding of corporate governance and the risk management required to successfully grow business in emerging markets. Andrew was a member of Syngenta’s Global Crop Protection Leadership team that was responsible for business strategy that leveraged Syngenta’s extensive research and development capability to invent, gain regulatory approval and launch new products, including insecticides, to agricultural markets globally. In 2019 he retired from executive management roles and now acts as a company director and mentor. Andrew joined as Non-Executive Director of Bio-Gene Technology Limited since 26 April 2021. Special Responsibilities Chair of Audit and Risk Committee. Interest in Shares and Options 267,059 Ordinary Shares Directorships held in Other Listed Entities Has not held a directorship in any other listed entity over the last 3 years Edmond Tern Chief Financial Officer and Company Secretary Experience and qualifications B.A (Eco), University of Windsor, Canada B.Com (Hons), University of Windsor, Canada CPA Grad Dip, Monash University Edmond has more than 30 years’ experience in senior finance roles in a wide variety of industries. Prior to Bio-Gene, Edmond was CFO and Company Secretary for a number of SMEs both listed and unlisted companies including SECOS Group Limited and Q Technology Ltd. In these roles he was responsible for all financial affairs and corporate administration as well as assisting in investor relations activities. In addition to his role with Bio-Gene, Edmond also provides consultancy services to other unlisted entities. Edmond joined Bio-Gene on 8 April 2024. Special Responsibilities Responsible for the financial management and company secretariate of the Company. Interest in Shares and Options Nil Directorships held in Other Listed Entities Has not held a directorship in any other listed entity over the last 3 years DIRECTORS’ REPORT BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 20 Roger McPherson Chief Financial Officer and Company Secretary Experience and qualifications B.Bus CPA GAICD Roger held the position between 13 November 2023 to 17 May 2024. Roger has more than 25 years’ experience in senior finance roles in a wide variety of industries. His early career included working with a Chartered Accounting practice and two years with the Australian Taxation Office. Prior to Bio-Gene, Roger was CFO and Company Secretary for a number of SMEs both listed and unlisted including Patrys Limited, TPI Enterprises Ltd and eChoice Home Loans. In these roles he was responsible for all financial affairs and corporate administration as well as assisting in investor relations activities. He has over 20 years of biotechnology and pharmaceutical experience. In addition to his role with Bio-Gene, Roger also provides CFO services to other unlisted entities. Special Responsibilities Responsible for the financial management and company secretariate of the Company. Interest in Shares and Options 366,495 Ordinary Shares 857,889 Vested LSP Shares Directorships held in Other Listed Entities Has not held a directorship in any other listed entity over the last 3 years Rod Valencia Chief Financial Officer, Company Secretary and Investor Relations Officer Experience and qualifications B Bus, B Economics, CA, MBA Rod is an Australian Chartered Accountant and London Business School MBA with more than twenty-years of experience working as a senior professional for multinational companies such as Shell, McDonald´s, Ernst & Young and SPC Ardmona (Coca Cola) in South America, Australia, and the Middle East. His career encompasses leading in strategic management, organisational transformations, financial management and information technology, delivering sustainable results, and growing both large and small organisations through delivery of service, excellence, and advice. Additionally, Rod also manages his private early-stage investment company Beltramin Investments and has been intimately involved in a range of ASX companies as an investor over the past 10 years. He was appointed on 24 April 2023 and resigned on 13 November 2023. Special Responsibilities Responsible for the financial management and company secretariate of the Company. Interest in Shares and Options 214,000 Ordinary Shares Directorships held in Other Listed Entities Has not held a directorship in any other listed entity over the last 3 years DIRECTORS’ REPORT BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 21 Remuneration Report Introduction This Remuneration Report for the year ended 30 June 2024 outlines the remuneration arrangements in place for the key management personnel (KMP) of Bio-Gene Technology Limited which comprises all Directors (executive and non-executive) and those executives who have authority and responsibility for planning, directing and controlling the activities of the Company. The remuneration report is set out under the following main headings: a) Key management personnel b) Remuneration governance c) Principles used to determine the nature and amount of remuneration d) Details of remuneration e) Service Agreements f) Share-based compensation to Directors and key management personnel g) Additional disclosures relating to Directors and key management personnel a) Key management personnel The following individuals were classified as KMP during the 2024 financial year and unless otherwise indicated were classified as KMP for the entire year. Non-Executives Mr. Alex Ding Non-Executive Chair Mr. Robert Klupacs Resigned on 31 July 2023 Non-Executive Chair Mr. Andrew Guthrie Non-Executive Director Mr. Christopher Ramsey Non-Executive Director Executives with the greatest authority for the strategic direction and management of the group (“other key management personnel”) during the financial period Mr. Tim Grogan Managing Director and Chief Executive Officer Mr. Richard Jagger Resigned on 28 August 2023 Managing Director and Chief Executive Officer Mr. Peter May Executive Director Research & Development Mr Edmond Tern Chief Financial Officer and Company Secretary Mr Roger McPherson Resigned on 17 May 2024 Chief Financial Officer and Company Secretary Mr Rob Valencia Resigned on 13 November 2023 Chief Financial Officer and Company Secretary b) Remuneration governance Role of Remuneration and Nomination Committee (Committee) The Company has adopted various Corporate Governance charters and policies including a Remuneration & Nomination Committee Charter. The Charter includes principles for establishing appropriate remuneration policies and levels including incentive policies for directors and senior executives and ensuring that senior DIRECTORS’ REPORT BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 22 executives are being rewarded commensurate with their responsibilities and the market. Further information on the Committee’s role and responsibilities is contained in its Charter which is available on the Company’s website at https://bio-gene.com.au. The Committee is Chaired by Alex Ding. The other Non-Executive Directors of the Board (Mr. Andrew Guthrie and Mr Christopher Ramsey) are all members of the Committee. The Committee is authorised by the Board to obtain outside independent professional advice with relevant experience and expertise. No advice as to specific remuneration levels nor actual remuneration recommendations were provided by independent consultants during the year. The Non-Executive Directors of the Company have previously worked closely with Madison Partners (an independent professional advisory firm specialising in remuneration issues) and have developed the Executive Remuneration Strategy and Structure which is outlined below. The Committee commenced a review of the remuneration arrangements in the 2024 financial year. The Board believes the Remuneration Strategy and Structure to be appropriate and effective in that it needs to create goal congruence between directors, executives and shareholders. c) Principles used to determine the nature and amount of remuneration Executive remuneration strategy and structure The Company’s remuneration strategy is founded on the objective of aligning remuneration with the interests of the Company’s shareholders by providing market competitive remuneration arrangements that attract, incentivise and retain quality personnel and which encourage and promote achievement of the Company’s short and medium term strategic objectives consistently with the Company’s longer term corporate goals. The remuneration strategy is underpinned by a remuneration structure comprising fixed remuneration, a short- term incentive and long-term incentive as described below: Fixed Remuneration (FR) FR consists of base salary and statutory superannuation contributions in recognition of day-to-day accountabilities. KMP and other personnel may elect to have specific benefits provided out of fixed remuneration on a total employment cost basis, that is, the cost of the benefit along with any costs of providing the benefit such as fringe benefits tax are deducted from pre-tax salary. Short-Term Incentive (STI) The STI is now a cash-based plan that involves linking the achievement of specific financial and non-financial stretch targets using a balanced scorecard approach with the opportunity to earn an annual incentive up to a maximum set percentage of total remuneration. Long-Term Incentive (LTI) The LTI plan is to be an equity-based plan which is intended to provide the opportunity to earn incentives over the medium and longer term based on the achievement of the Company’s strategic goals and the creation of shareholder value measured in terms of share price growth. DIRECTORS’ REPORT BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 23 Total Remuneration refers to the aggregate of the above remuneration components. Remuneration mix refers to the proportion of Total Remuneration that each remuneration component makes up. The mix of remuneration components within the Company’s remuneration structure is as follows: Component Fixed remuneration Short-term incentive Long-term incentive CEO 50% 25% 25% Executive Team 70% 15% 15% Senior Managers 70% 15% 15% Executive remuneration components Fixed Remuneration (FR) Fixed pay is set with reference to the assessment of the external market for comparable roles having regard to relevant industries and the relative stage of an organisation’s business life cycle taking into consideration the size and complexity of the role and the skills and experience of the incumbent. Short-Term Incentive (STI) Under the STI, executives and other personnel were awarded cash having regard to the short-term incentive proportion of their total remuneration (the STI value) and the extent to which performance has been achieved against stretch targets over the financial year. Performance is determined by assessing actual performance against targets across a number of financial and non-financial dimensions as described in the table below. The team are measured as a group using these criteria as it is considered key to encouraging a team approach to achieving the Company’s objectives. Component Customers and partners 40% Intellectual property and technology enabling 20% Corporate overarching (including funding) 40% 100% The STI Value is determined by applying the team’s performance out of 100% to the team’s maximum potential STI amount. The STI Value (subsequent to assessment and approval) is then delivered immediately in cash. Long-Term Incentive (LTI) Under the LTI, executives and other personnel will be awarded equity under an equity plan, having regard to the long-term incentive proportion of total remuneration (the LTI value). The LTI value will be satisfied with the issue of equity and this equity will then be tested against specific performance conditions in future years to determine whether the equity vests. The Company does not currently have an approved Equity Plan in place. DIRECTORS’ REPORT BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 24 Performance and remuneration outcomes The tables below provide a summary of the STI key balanced scorecard objectives and outcomes for the year ended 30 June 2024. The objectives are agreed with the Board at the beginning of each financial year and are designed to focus executives on delivering against agreed priorities. The Non-Executive Directors conduct an assessment of performance of objectives to determine outcomes based on the measures previously set by the Board Component Percentage of Scorecard 2024 Outcomes Customers and partners 40% - Intellectual property and technology enabling 20% - Corporate overarching (including funding) 40% - 100% - The table below summarises the remuneration outcomes for executives under the Company’s STI and LTI programs having regard to the performance outcomes outlined above. 2024 STI LTI Name Maximum STI Actual STI Max STI Value Actual STI Payable in Cash LTI Type 1 Shares Vested % of TR % of TR % % $ $ Number Tim Grogan 25 - - - - Peter May 15 - - - - Edmond Tern 15 - - - - Total - - - - - Non-Executive Director Remuneration The Company’s remuneration strategy regarding non-executive directors is that remuneration for non- executive directors should be sufficiently competitive to attract and retain individuals of calibre that have the skills and experience to contribute towards a Board that will drive the Company towards achievement of shareholder aligned objectives whilst fulfilling its governance role of prudential oversight. Following on from the establishment of the Remuneration & Nomination and Audit & Risk Committees effective 1 October 2021, additional fees are provided for Chairing a committee ($5,000) and membership of a committee ($2,500) in addition to board fees. DIRECTORS’ REPORT BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 25 d) Details of remuneration Year ended 30 June 2024 Details of the remuneration of each Director of Bio-Gene and the key management personnel (KMP) of the Company are set out in the following table for the year ended 30 June 2024. As indicated above incentives are dependent upon the attainment of agreed corporate and individual milestones and all incentives related to the year have been expensed in full over the vesting period. 2024 Short-term employee benefits Post employment Equity-based payments Total benefits Name (sorted alphabetically) Cash salary & fees Cash STI Non- monetary benefits Superannuation LTI LTI $ $ $ $ $ $ $ Executive Directors Peter May 214,799 - - 23,628 - - 238,427 Richard Jagger4 211,901 12,370 224,271 Tim Grogan5 258,126 - - 27,500 - - 285,626 Subtotal Executive Directors 684,826 - - 63,498 - - 748,323 Non-Executive Directors Alex Ding 66,148 - - 7,276 - - 73,425 Andrew Guthrie 53,848 - - 5,923 - - 59,771 Christopher Ramsey 46,847 - - 5,153 - - 52,000 Robert Klupacs6 6,281 - - - - - 6,281 Subtotal Non- Executive Directors 173,124 - - 18,352 - - 191,477 Total Directors 857,950 - - 81,850 - - 939,800 Other KMP Edmond Tern7 28,205 - - 3,103 - - 31,308 Rod Valencia8 92,675 - - 9,403 - - 102,078 Roger McPherson9 82,349 - - 1,105 - - 83,454 Total Other KMP 203,229 - - 13,611 - - 216,840 Total 1,061,179 - - 95,461 - - 1,156,640 4 Richard Jagger became commercial consultant, resigned as Director on 28 August 2023 5 Tim Grogan commenced on 28 August 2023 6 Robert Klupacs resigned on 31 July 2023 7 Edmond Tern commenced on 8 April 2024 8 Rod Valencia resigned on 13 November 2023 9 Roger McPherson served as Interim executive from 13 November 2023 to 17 May 2024 DIRECTORS’ REPORT BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 26 2023 Short-term employee benefits Post employment Equity-based payments Total benefits Name (sorted alphabetically) Cash salary & fees Cash STI Non- monetary benefits Superannuation LTI LTI $ $ $ $ $ $ $ Executive Directors Peter May 198,737 12,198 - 24,929 - 10,389 246,253 Richard Jagger 329,731 61,314 - 25,186 - 31,342 447,573 Subtotal Executive Directors 528,468 73,512 - 50,115 - 41,731 693,826 Non-Executive Directors Alex Ding 6,309 - - 662 - - 6,971 Andrew Guthrie 52,140 - - 5,475 - - 57,615 Christopher Ramsey 6,309 - - 662 - - 6,971 James Joughin 45,076 - - 4,733 - - 49,809 Peter Beetham 45,497 - - - - - 45,497 Robert Klupacs 75,374 - - - - - 75,374 Subtotal Non- Executive Directors 230,705 - - 11,532 - - 242,237 Total Directors 759,173 73,512 - 61,647 - 41,731 936,063 Other KMP Rod Valencia 32,532 - - 3,416 - - 35,948 Roger McPherson 102,636 9,445 - 27,500 6,926 146,507 Total Other KMP 135,168 9,445 - 30,916 - 6,926 182,455 Total 894,341 82,957 - 92,563 - 48,657 1,118,518 DIRECTORS’ REPORT BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 27 e) Service agreements Key Management Personnel Position held as of 30 June 2024 Contract Details Incentive Alex Ding Non-Executive Chair Letter of appointment Not applicable Andrew Guthrie Non-Executive Director Letter of appointment Not applicable Christopher Ramsey Non-Executive Director Letter of appointment Not applicable Edmond Tern Chief Financial Officer and Company Secretary Permanent employment contract part-time – 0.6 FTE $132,000 per annum Two months’ termination notice period 15% STI 15% LTI Peter May Executive Director - Research & Development Permanent employment contract part-time - 0.9 FTE $242,662 per annum Two month’s termination notice period 15% STI 15% LTI Richard Jagger Managing Director and Chief Executive Officer Permanent employment contract $354,918 per annum Four month’s termination notice period 25% STI 25% LTI Robert Klupacs Non-Executive Chair Letter of appointment Not applicable Tim Grogan Managing Director and Chief Executive Officer Permanent employment contract $336,538 per annum Four month’s termination notice period 25% STI 25% LTI DIRECTORS’ REPORT BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 28 f) Share-based compensation to Directors and key management personnel General Overview The Company issues equity to Directors, employees and key consultants under the Loan Share Plan (LSP). Under the plan, participants are issued with equity to foster an ownership culture to motivate Directors, employees and consultants to achieve performance targets of the Company. Participation in the plan is at the Board’s discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits. The LSP was re-approved at the 2019 Annual General Meeting. Only Australian residents are eligible to participate in the plan. The plan allows non-recourse, interest free loans to be provided to eligible participants to acquire shares under the plan. If and when an issue is made involving an interest free-loan, it is treated as an in-substance grant of options and expensed over the vesting period because of the limited recourse nature of the loans. Generally, except for shares issued as part of the annual short-term incentive arrangements, shares issued under the plan will vest over a three-year period. The shares are acquired in the name of the participant and each participant authorises and appoints the Company Secretary to act on their behalf. Any dividends paid on the shares are used to repay the loan. In all other respects the shares issued under the LSP carry the same rights as other ordinary shares on issue. If the participant leaves the Company, any shares that have not vested will be bought back by the Company and cancelled along with the loan. In respect of shares that have vested the loan balance must generally be paid in full within six months of termination or the shares will be sold and the proceeds applied to settle the loan balance. The issue price of the shares in the Company held under LSP is not included in equity until the loan has been repaid. In accordance with the rules of the LSP the Board has the ability to vary the terms in respect of issues in circumstances it considers appropriate. The valuations of shares issued under the LSP are determined by using an industry standard pricing model taking into account the terms and conditions upon which the instruments were issued. Participants are not permitted to enter into transactions which limit the economic risk of participating in the plan other than as described above as the LSP allows participants access to a limited recourse loan to fund the acquisition of any shares issued under the LSP. The terms and conditions of each issue of equity affecting remuneration of Directors and key management personnel in this or future reporting periods are as follows: Issue date No. of shares Loan expiry date Vesting date Issue price $ Fair value per share at issue date $ Date first available to deal with 29/06/2015 2,500,000 29/06/2025 29/06/2015 0.050 0.0340 29/06/2015 30/06/2016 416,000 30/06/2026 30/06/2016 0.050 0.0334 30/06/2016 11/05/2017 812,500 11/05/2027 11/11/2017 0.092 0.0622 11/11/2017 11/05/2017 812,500 11/05/2027 11/05/2018 0.092 0.0622 11/05/2018 26/07/2017 187,500 26/07/2027 26/01/2018 0.140 0.0922 26/01/2018 26/07/2017 187,500 26/07/2027 26/07/2018 0.140 0.0894 26/07/2018 01/11/2019 2,201,972 01/11/2026 30/06/2022 0.150 0.0789 30/06/2022 30/07/2020 1,262,930 30/07/2027 30/06/2023 0.134 0.0843 30/06/2023 The loan period for Loan Share Plan shares issued prior to the Company’s IPO in November 2017 was extended from 7 to 10 years during the 2022 financial year. The additional value of the affected shares included in the 2022 Financial Report was $68,425. DIRECTORS’ REPORT BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 29 Equity Issued to Directors and Key Management Personnel Details of equity issued in the Company provided as remuneration to each Director and the key management personnel of the Company are set out below. When vested, prior to the Director or key management personnel being able to deal with each share, the loan advanced to acquire the share under the LSP must be repaid. The assessed fair value at the date of issue of the equity instruments is allocated over the period from issue date to vesting date, and this amount is included in the remuneration tables above. Fair values at issue date are determined using a binomial option pricing model that takes into account the amount of loan, the term of the loan, the share price at issue date and expected price volatility of the Bio-Gene shares, the expected dividend yield and the risk-free interest rate for the term of the loan. Further information on the shares issued under the LSP, including factors and assumptions used in determining fair value is set out in Note 13 to the financial statements. Details of shares that have been issued and vested in this or the previous year are outlined in the table below. The tables only include transactions whilst a person is a member of the key management personnel. Name Shares issued during the year Shares vested during the year 2024 2023 2024 2023 Number Loan per share $ Number Loan per share $ Number Number Directors Alex Ding - - - - - - Andrew Guthrie - - - - - - Christopher Ramsey - - - - - - Peter May - - - - - 269,650 Richard Jagger - - - - - 813,502 Robert Klupacs - - - - - - Tim Grogan - - - - - - Key management personnel Edmond Tern - - - - - - Rod Valencia - - - - - - Roger McPherson - - - - - 179,778 Participants need to be appointed as a director or employed by the company at the vesting date. Unvested shares are bought back by the Company at the cessation of appointment or employment at the issue price. DIRECTORS’ REPORT BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 30 g) Additional disclosures related to Directors and key management personnel Details of remuneration: cash bonuses and shares Name Cash bonus Note (vi) Shares Year Accrued Paid % Forfeited % Year issued Vested % Forfeited % Financial years in which shares vest Minimum total value of issue yet to vest $ Maximum total value of issue yet to vest $ Richard Jagger 2018V 83.0 17.0 2017 100.0 0.0 Note (iii) - - 2019v1 42.0 58.0 2019 20.6 79.4 Note (v) - - 2020v11 59.3 40.7 2020 70.0 30.0 Note (vi) - - 2021viii 30.0 70.0 2021 18.2 81.8 Note (vii) - 137,090 2022ix 94.0 6.0 2022 - - Note (viii) - - 2023 40.0 60.0 2023 - - Note (x) - - Robert Klupacs - - - 2015 100.0 0.0 Note (i) - - - - - 2016 100.0 0.0 Note (ii) - - - - - 2017 100.0 0.0 Note (iii) - - Peter May 2018V 83.0 17.0 2015 100.0 0.0 Note (i) - - 2019v1 42.0 58.0 2016 100.0 0.0 Note (ii) - - 2020v11 59.3 40.7 2017 100.0 0.0 Note (iii) - - 2021viii 30.0 70.0 2019 20.6 79.4 Note (v) - - 2022ix 94.0 6.0 2020 70.0 30.0 Note (vi) - - 2023 40.0 60.0 2021 18.2 81.8 Note (vii) - 45,441 - - - 2022 - - Note (viii) - - - - - 2023 - - Note (x) - - Roger McPherson 2018V 83.0 17.0 2018 100.0 0.0 Note (iv) - - 2019v1 42.0 58.0 2019 20.6 79.4 Note (v) - - 2020v11 59.3 40.7 2020 70.0 30.0 Note (vi) - - 2021viii 30.0 70.0 2021 18.2 81.8 Note (vii) - 30,926 2022ix 94.0 6.0 2022 - - Note (viii) - - 2023 40.0 60.0 2023 - - Note (x) - - Notes: (i) The financial years in which shares vest are 100% in 2015. (ii) The financial years in which shares vest are 100% in 2016. (iii) The financial years in which shares vest are 100% in 2018. (iv) The financial years in which shares vest are 50% in 2018 and 50% in 2019. (v) The executive team were eligible to receive an STI which is made up of 50% cash and 50% shares issued at nominal value. They were also eligible to receive an LTI which is made up of 100% shares. These bonuses were not paid in the 2018 financial year, but an allowance was made for payment of the STI in the 2018 financial year. The equity based component of the STI vested during the 2019 year. The LTI shares were all forfeited in the 2022 financial year. (vi) The executive team were eligible to receive an STI which is made up of 50% cash and 50% shares issued at nominal value. They were also eligible to receive an LTI which is made up of 100% shares, the LTI is made up of 50% shares issued with a non-recourse loan and 50% shares issued at nominal value. These bonuses were not paid in the 2019 financial year but an allowance was made for payment of the STI in the 2019 financial year. The equity based component of the STI vested during the 2020 year. LTI shares issued with the loan vested effective 30 June 2022 with the balance forfeited in the 2023 financial year. DIRECTORS’ REPORT BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 31 (vii) The executive team were eligible to receive an STI which is made up of 50% cash and 50% shares issued at nominal value. They were also eligible to receive an LTI which is made up of 100% shares, the LTI is made up of 50% shares issued with a non-recourse loan and 50% shares issued at nominal value. These bonuses were not paid in the 2020 financial year but an allowance was made for payment of the STI in the 2020 financial year. The equity based component of the STI vested during the 2021 year. The LTI shares will be tested for vesting at 30 June 2023. (viii) The executive team were eligible to receive an STI and LTI for the 2022 financial year payable in cash as the Company does not have an approved Employee Equity Scheme. These bonuses were not paid in the 2022 financial year but an allowance was made for payment of the STI in the 2022 financial year. The STI and LTI payments were made in the 2023 financial year. (ix) The executive team were eligible to receive an STI and LTI for the 2022 financial year. The STI is payable in cash. The Company is planning to seek shareholder approval for an Employee Equity Scheme for the LTI at the 2022 Annual General Meeting. The STI payment was not made in the 2022 financial year but an allowance was made for the payment of the STI in the 2023 financial year. This payment will be made in the 2023 financial year. (x) The executive team were eligible to receive an STI and LTI for the 2023 financial year payable in cash as the Company does not have an approved Employee Equity Scheme. These bonuses were not paid in the 2023 financial year but an allowance was made for payment of the STI in the 2023 financial year. The STI and LTI payments were paid in the 2024 financial year. (xi) The executive team were eligible to receive an STI which is made up of 50% cash and 50% shares issued at nominal value. They were also eligible to receive an LTI which is made up of 100% shares, the LTI is made up of 50% shares issued with a non-recourse loan and 50% shares issued at nominal value. These bonuses were not paid in the 2019 financial year but an allowance was made for payment of the STI in the 2019 financial year. The equity-based component of the STI vested during the 2020 year. LTI shares issued with the loan vested effective 30 June 2022 with the balance forfeited in the 2023 financial year. (xii) The executive team were eligible to receive an STI which is made up of 50% cash and 50% shares issued at nominal value. They were also eligible to receive an LTI which is made up of 100% shares, the LTI is made up of 50% shares issued with a non-recourse loan and 50% shares issued at nominal value. These bonuses were not paid in the 2020 financial year but an allowance was made for payment of the STI in the 2020 financial year. The equity-based component of the STI vested during the 2021 year. The LTI shares will be tested for vesting on 30 June 2023. (xiii) The executive team were eligible to receive an STI and LTI for the 2022 financial year payable in cash as the Company does not have an approved Employee Equity Scheme. These bonuses were not paid in the 2022 financial year but an allowance was made for payment of the STI in the 2022 financial year. The STI and LTI payments were made in the 2023 financial year. (xiv) The executive team were eligible to receive an STI and LTI for the 2022 financial year. The STI is payable in cash. The Company is planning to seek shareholder approval for an Employee Equity Scheme for the LTI at the 2022 Annual General Meeting. The STI payment was not made in the 2022 financial year but an allowance was made for the payment of the STI in the 2023 financial year. This payment will be made in the 2023 financial year. (xv) The executive team were eligible to receive an STI and LTI for the 2023 financial year payable in cash as the Company does not have an approved Employee Equity Scheme. These bonuses were not paid in the 2023 financial year but an allowance was made for payment of the STI in the 2023 financial year. The STI and LTI payments were paid in the 2024 financial year. DIRECTORS’ REPORT BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 32 Share-based Compensation Further details relating to shares and options are set out below: Name A B C D E F Remuneration consisting of shares and options % Value at issue date $ Value at loan repayment date $ Value at cancellation date $ Total of columns B-D $ Value of revaluations during the year $ 2024 Alex Ding - - - - - - Andrew Guthrie - - - - - - Chris Ramsey - - - - - - Edmond Tern - - - - - - Peter May - - - - - - Richard Jagger - - - - - Robert Klupacs - - - - - - Rod Valencia - - - - - - Roger McPherson - - - - - - Tim Grogan - - - - - - 2023 Alex Ding - - - - - - Andrew Guthrie - - - - - - Chris Ramsey - - - - - - James Joughin - - - - - - Peter Beetham - - - - - - Peter May 4 - - 33,520 (33,520) - Richard Jagger 7 - 106,472 (106,472) - Robert Klupacs - - - - - - Rod Valencia - - - - - - Roger McPherson 5 - - 22,347 (22,347) - A = The percentage of the value of remuneration consisting of equity, based on the value at grant date set out in column B. B = The value at issue date calculated in accordance with AASB 2 “Share-based Payments” of shares and options issued during the year as part of remuneration. These amounts represent the entire value of the equity issued during the year. The amount recognised in remuneration is the proportion of the value attributable to the period from issue date to vesting date for equity issued in the current and prior years. C = The value at loan repayment date for shares and exercise date of options that were issued as part of remuneration and were repaid or exercised during the year. D = The value at cancellation/lapse date of equity that was granted as part of remuneration and that was cancelled or lapsed during the year. F = During the year the loan period on shares issued pre the IPO was extended from 7 to 10 years which resulted in a revaluation of the shares which is included in remuneration in the current year DIRECTORS’ REPORT BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 33 There were no equity awards under the Company’s STI or LTI for the year ending 30 June 2024 and year ending 30 June 2023. Key Management Personnel Equity Holdings Shareholdings Fully paid ordinary shares and shares under the Loan Share Plan held by key management personnel or their related parties: 2024 Sorted alphabetically Balance on 1 July Purchased before appointment Purchased / (disposal) on Market Forfeited/ Cancelled Net change other Balance on 30 June Vested Loan Share Plan Shares Alex Ding 7,502,000 - 4,761,904 - 119,04710 12,382,951 Not applicable Andrew Guthrie 147,059 - 120,000 - - 267,059 Not applicable Chris Ramsey - - 119,000 - - 119,000 Not applicable Edmond Tern - - - - - - Not applicable Peter May 1,944,531 - 60,000 (162,326) - 1,842,205 1,320,316 Richard Jagger 4,115,637 - - (489,720) 3,625,917 2,882,696 Robert Klupacs 3,956,244 - - - 3,956,244 3,320,000 Rod Valencia 214,000 - - - - 214,000 Not applicable Roger McPherson 1,224,384 - - - - 1,224,384 857,889 Tim Grogan - - 59,524 - - 59,524 Not applicable Totals 19,103,855 - 5,120,42811 (652,046) 119,047 23,691,284 8,380,901 2023 Sorted alphabetically Balance on 1 July Purchased before appointment Purchased on Market Forfeited/ Cancelled Net change other Balance on 30 June Vested Loan Share Plan Shares Alex Ding 7,502,000 - - 7,502,000 7,502,000 Not applicable Andrew Guthrie 147,059 - - - - 147,059 Not applicable Chris Ramsey - - - - - - Not applicable Peter May 2,182,093 - - (237,562) (237,562) 1,944,531 1,320,316 Richard Jagger 4,870,224 - - (754,587) (754,587) 4,115,637 2,882,696 Robert Klupacs 3,956,244 - - - - 3,956,244 3,320,000 Rod Valencia - 214,000 - - 214,000 214,000 Not applicable Roger McPherson 1,382,759 - - (158,375) (158,375) 1,224,384 857,889 Totals 12,538,379 7,716,000 - (1,150,524) 6,351,476 18,889,855 8,380,901 10 Correct closing balance of June 2023 11 Ordinary shares subscribed under placement announced on 1 September 2023 and approved by shareholders at AGM held on 23 November 2023. DIRECTORS’ REPORT BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 34 Options Options held by key management personnel: On 30 June 2024 no Options were held by the key management personnel. Voting and comments made at the company’s 2023 annual general meeting: Bio-Gene Technology Limited received more than 87.5% of “yes” votes for the adoption of the Remuneration Report for the 2023 financial year. The company did not receive any specific feedback at the AGM or throughout the year on its remuneration practices. END OF REMUNERATION REPORT Events since the end of the financial year No other matter or circumstance has arisen since 30 June 2024, other than as disclosed in this report, that has significantly affected or may significantly affect: • Bio-Gene Technology Limited’s operations in future financial years, or • the results of those operations in future financial years, or • Bio-Gene Technology Limited’s state of affairs in future years. This report is made in accordance with a resolution of the Directors. Mr. Alex Ding Non-Executive Chair Date: 27 August 2024 AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE CORPORATIONS ACT 2001 TO THE DIRECTORS OF BIO-GENE TECHNOLOGY LIMITED I declare that, to the best of my knowledge and belief, during the year ended 30 June 2024 there have been: (i) no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and (ii) No contraventions of any applicable code of professional conduct in relation to the audit. MVAB ASSURANCE SAM CLARINGBOLD Chartered Accountants Partner Signed at Melbourne this 27th day of August 2024 35 CORPORATE GOVERNANCE BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 36 The Board of Directors of Bio-Gene Technology Limited (Board) is responsible for the corporate governance of the Company. The Board guides and monitors the business and affairs of the Company on behalf of the shareholders by whom they are elected and to whom they are accountable. The Board supports the core corporate governance principles published by the ASX Corporate Governance Council (Council). The Company’s corporate governance framework is designed to comply with the Council's principles whilst being relevant, efficient and cost effective for the current stage of the Company’s development. The Corporate Governance Statement contains certain specific information and discloses the extent to which the Company has followed the Council’s principles during the 2024 financial year. Bio-Gene's Corporate Governance Statement is structured with reference to the ASX Corporate Governance Principles and Recommendations 4th Edition and can be found on the Bio-Gene website at http://bio- gene.com.au/investors/governance/. The Board will continue its ongoing review process to ensure that the model is relevant, efficient and cost effective to the Company and its shareholders. BIO-GENE TECHNOLOGY LIMITED ABN 32 071 735 950 STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2024 BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 37 2024 2023 Note $ $ Revenues from continuing operations 3(a) 18,320 149,232 Other income 3(b) 691,666 532,058 709,986 681,290 Expenses from continuing operations 3(c) Research & Development (1,070,411) (1,978,888) Commercialisation Expenses (270,847) (306,854) Intellectual Property (319,769) (267,978) Professional Services (386,575) (204,436) Directors Expenses (202,328) (277,533) Management & Corporate Expenses (830,853) (696,087) Depreciation & Amortisation (38,381) (45,296) Loss from continuing operations before tax (2,409,179) (3,095,782) Income tax (expense) 1(o) Loss for the year from continuing operations after income tax (2,409,179) (3,095,782) Other comprehensive income Items that may be reclassified subsequently to profit or loss Total comprehensive loss for the year attributable to members of the Company (2,409,179) (3,095,782) Earnings per share: Note 2024 2023 Basic loss per share - from continuing operations 4 (1.30¢) (1.85¢) Diluted loss per share - from continuing operations 4 (1.30¢) (1.85¢) The above Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes. BIO-GENE TECHNOLOGY LIMITED ABN 32 071 735 950 STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2024 BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 38 Note 2024 2023 $ $ Current assets Cash and cash equivalents 5 2,209,558 2,990,527 Trade and other receivables 6 523,958 445,550 Other current assets 7 203,879 144,389 Total current assets 2,937,395 3,580,466 Non-current assets Property, plant and equipment 8 19,010 14,639 Intangible assets 9 203,185 240,128 Total non-current assets 222,195 254,767 Total assets 3,159,590 3,835,233 Current liabilities Trade and other payables 10 231,746 311,960 Employee benefits 11 114,178 261,913 Financial liabilities 12 - - Total current liabilities 345,925 573,873 Non-current liabilities Employee benefits 11 22,521 40,011 Financial liabilities 12 - - Total non-current liabilities 22,521 40,011 Total liabilities 368,446 613,884 Net assets 2,791,144 3,221,349 Equity Issued capital 13 21,524,527 19,545,553 Reserves 14(a,b) 907,036 1,108,114 Accumulated losses 14(c) (19,640,419) (17,432,318) Total equity 2,791,144 3,221,349 The above Statement of Financial Position should be read in conjunction with the accompanying notes. BIO-GENE TECHNOLOGY LIMITED ABN 32 071 735 950 STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2024 BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 39 2024 Note Fully paid ordinary shares $ Share option reserve $ Share loan plan reserve $ Accumulated losses $ Total $ At 1 July 2023 19,545,553 289,663 818,451 (17,432,318) 3,221,349 Loss for the period - - - (2,409,179) (2,409,179) Other comprehensive income - - - - - Total comprehensive income/(loss) for the year - - - (2,409,179) (2,409,179) Transactions with owners in their capacity as owners: Issued capital 1,978,974 - - - 1,978,974 Transaction costs related to shares issued - - - - - Re-allocation of value of equity on forfeiture of loans on shares - (94,716) (106,362) 201,078 - Cost of share-based payment 14(a, b) - - - - - At 30 June 2024 21,524,527 194,947 712,089 (19,640,420) 2,791,144 2023 Fully paid ordinary shares $ Share option reserve $ Share loan plan reserve $ Accumulated losses $ Total $ At 1 July 2022 19,545,553 289,663 932,132 (14,498,875) 6,268,473 Loss for the period - - - (3,095,782) (3,095,783) Other comprehensive income - - - - - Total comprehensive income/(loss) for the year - - - (3,095,782) (3,095,783) Transactions with owners in their capacity as owners: Issued capital - - - - - Transaction costs related to shares issued - - - - - Re-allocation of value of equity on forfeiture of loans on shares - - (162,339) 162,339 - Cost of share-based payment 14(a, b) - - 48,658 - 48,658 At 30 June 2023 19,545,553 289,663 818,451 (17,432,318) 3,221,349 The above Statement of Changes in Equity should be read in conjunction with the accompanying notes. BIO-GENE TECHNOLOGY LIMITED ABN 32 071 735 950 STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2024 BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 40 2024 2023 Note $ $ Cash flows from operating activities Receipts from customers 18,319 149,232 Payments to suppliers and employees inclusive of GST (3,364,892) (3,957,023) Interest received 87,046 85,341 R&D tax incentive 504,847 445,846 Other income 435 250 Net cash used in operating activities 15(b) (2,754,245) (3,276,354) Cash flows from investing activities Payments for property, plant and equipment (5,698) - Payments for intangible assets - - Payments for security deposits - - Net cash used in investing activities (5,698) - Cash flows from financing activities Proceeds from issue of shares 2,034,133 - Payment for share issue expenses (55,159) - Repayment of financial liabilities 12 - (75,000) Repayments of lease liabilities - - - Net cash provided by financing activities 1,978,974 (75,000) Net increase in cash and cash equivalents (780,970) (3,351,354) Cash and cash equivalent at beginning of year 2,990,527 6,341,881 Cash and cash equivalents at end of year 15(a) 2,209,558 2,990,527 The above Statement of Cash Flows should be read in conjunction with the accompanying notes. BIO-GENE TECHNOLOGY LIMITED ABN 32 071 735 950 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024 BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 41 Introduction The financial report covers Bio-Gene Technology Limited (“Bio-Gene” or “Company”), as an individual entity. Bio-Gene is a listed public company limited by shares, incorporated and domiciled in Australia. The presentation currency and functional currency of the Company is Australian dollars. The principal activity of the Company during the financial year was developing insecticides/pesticides. The registered office address of the Company is Quinert Rodda and Associates, Level 6, 400 Collins Street, Melbourne, Victoria 3000. The financial report was authorised for issue by the Board of Directors of Bio-Gene on the date shown on the Declaration by Directors attached to the Financial Statements. Note 1: Statement of Material Accounting Policies The financial report is a general-purpose financial report which has been prepared in accordance with the Corporations Act 2001, Australian Accounting Standards and Interpretations, and complies with other requirements of the law. Bio-Gene is a for-profit entity for the purpose of preparing these financial statements. These financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB). The financial report has been prepared on an accruals basis and are based on historical cost, except for the revaluation of certain non-current assets and financial instruments. Cost is based on the fair values of the consideration given in exchange for assets. All amounts are presented in Australian dollars unless otherwise noted. All values are rounded to the nearest dollar. The accounting policies have been consistently applied and, except where there is a change in accounting policy, are consistent with those of the previous year. The principal accounting policies which have been adopted in the preparation of these financial statements are set out below. a) Going concern During the financial period ended 30 June 2024 the Company incurred an operating loss of $2,409,179 (2023: $3,095,782) and a negative cash outflow from operating activities of $2,754,245 (2023: $3,276,354). The financial statements have been prepared on a going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and the settlement of liabilities in the normal course of business. The ability of the Company to continue as a going concern is dependent on securing additional funding through new or existing investors to fund its operational and marketing activities. These conditions indicate a material uncertainty that may cast a significant doubt about the entity’s ability to continues as going concern and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business. The Directors believe that the Company will continue as going concern. As a result, the financial statements have been prepared on a going concern basis. However, should the future fundraising be unsuccessful, the entity may not be able to continue as a going concern. No adjustments have been made relating to the BIO-GENE TECHNOLOGY LIMITED ABN 32 071 735 950 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024 BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 42 recoverability and classification of assets and liabilities that might be necessary should the Company not continue as going concern. b) Critical accounting judgements and key sources of estimation uncertainty In the application of the Company’s accounting policies, which are described below, management is required to make judgements, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstance, the results of which form the basis of making the judgements. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. Judgements made in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements concerns management’s review of finite life intangibles for indicators of impairment. The carrying amount of intangibles at 30 June 2024 is $203,879 (2023: $240,128). Refer to Note 9 for details of the assumptions made on the carrying value of Intangibles. At each reporting period the Company assesses whether finite life intangibles have suffered any impairment in accordance with the accounting policy stated in Note 1(c). The Going Concern assumption also requires significant estimates, mainly in relation to expected cash inflows and outflows from various alternatives available to the Company. Other areas that require significant judgement and key assumptions include share-based payments, which are calculated at fair value using industry standard option pricing models, and the estimated useful life of intangibles, which is based understanding of competitive forces, and general familiarity with the market. There have been no other significant judgments made in applying accounting policies that the Directors consider would have a significant effect on the amounts recognised in the financial statements. There have been no key assumptions made concerning the future, and there are no other key sources of estimation uncertainty at the reporting date, that the Directors consider would have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. c) Property, plant and equipment The purchase method of accounting is used for all acquisitions of assets. Cost is measured as the fair value of the assets given up, shares issued or liabilities undertaken at the date of acquisition plus incidental costs directly attributable to the acquisition. Property, plant and equipment is recognised at cost and are depreciated over their estimated useful lives using the straight-line method. The expected useful life for property, plant and equipment is: • Computer equipment – 2 years; and • Plant and equipment – 10 years. Profits and losses on disposal of plant and equipment are taken into account in determining the result for the year. BIO-GENE TECHNOLOGY LIMITED ABN 32 071 735 950 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024 BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 43 Impairment The carrying values of plant and equipment are reviewed for impairment at each reporting date with recoverable amount being estimated when events or changes in circumstances indicate that the carrying value may be impaired. Impairment exists when the carrying value of an asset exceeds its estimated recoverable amount. The asset is then written down to its recoverable amount. Impairment losses are recognised in the statement of profit or loss and other comprehensive income. d) Intangible assets Licences Licences have a finite useful life and are carried at cost less accumulated amortisation and impairment losses. Amortisation is calculated using the straight-line method, over the assets estimated useful lives of 20 years. e) Research and development costs Research and development expenditure is expensed as incurred except to the extent that its future recoverability can reasonably be regarded as assured, in which case it is deferred and amortised on a straight- line basis over the period in which the related benefits are expected to be realised. The carrying value of development costs that have been capitalised are reviewed for impairment annually when the asset is not yet in use or when an indicator of impairment arises during the reporting year indicating that the carrying value may not be recoverable. f) Share based payments Equity settled share-based payments with employees, key consultants providing similar services and Directors are measured at fair value at the date of issue. Fair value is measured by use of industry standard pricing models. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. The fair value determined at the issue date of the equity settled share-based payments is expensed on a straight-line basis over the vesting period, based on the entity’s estimate of shares that will eventually vest. For cash settled share-based payments, a liability equal to the portion of the goods or services received is recognised at the current fair value determined at each reporting date. g) Income taxes Income taxes are accounted for using the comprehensive statement of financial position liability method whereby: the tax consequences of recovering (settling) all assets (liabilities) are reflected in the financial statements; current and deferred tax is recognised as income or expense except to the extent that the tax relates to equity items or to a business combination; a deferred tax asset is recognised to the extent that it is probable that future taxable profit will be available to realise the asset; and BIO-GENE TECHNOLOGY LIMITED ABN 32 071 735 950 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024 BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 44 deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability settled. Unused tax losses for which no deferred tax asset has been recognised are $14,232,838 (2023: $12,132,941) resulting in a potential tax benefit at 25.0% of $3,558,210 (2023: $3,033,235), current financial year tax lodgement is in progress. The unused tax losses were incurred as part of the company’s research and development activities. They can be carried forward indefinitely provided that the Company satisfies the “same business” or “continuity of ownership” tests. Revenue recognition Licence and option fee revenue Licence and option fee revenue is recognised in accordance with the underlying agreement. Licence and options fees are recognised in accordance with AASB15 Revenue from Contracts with Customers. The core principle of AASB15 is that revenue is recognised on a basis that reflects the transfer of promised goods or services to customers at an amount that reflects the consideration the Company expects to receive in exchange of those goods and services. Research collaboration receipts Research collaboration receipts are recognised in accordance with the underlying agreement. Payments are brought to account as revenues at the time that the relevant milestone has been achieved. Interest income Interest income is recognised on a time proportion basis using the effective interest method. When a receivable is impaired, the Company reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original effective interest rate of the instrument and continues unwinding the discount as interest income. Interest income on impaired loans is recognised using the original effective interest rate. R&D tax incentive Income from the R&D Tax Incentive is recognised on an accruals basis when AusIndustry accept the claim or there is a reasonable probability that AusIndustry will accept the claim. Grant income Grant income is recognised on a receipts basis. Sales Sales are recognised when the goods have been delivered to the purchaser. New Accounting Standards and Interpretations The AASB has issued new and amended Accounting Standards and Interpretations that have mandatory application dates for future reporting periods. The Company is not affected by these Standards. BIO-GENE TECHNOLOGY LIMITED ABN 32 071 735 950 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024 BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 45 Note 2: Remuneration of auditors 2024 2023 $ $ Audit services MVA Bennett Assurance Audit and review of financial reports and other audit work under the Corporations Act 2001 33,000 32,000 Total remuneration for audit services 33,000 32,000 Other advisory services provided by firms associated with the audit firm MVA Bennett Advice on taxation and other matters and review and lodgement of corporate tax returns 6,000 5,000 Total remuneration 39,000 37,000 Note 3: Revenue. other income and expenses 2024 2023 $ $ a) Revenue from continuing operations Collaboration cost recovery 18,320 License fees 149,232 Total revenue from continuing operations 18,320 149,232 b) Other income Interest received 87,045 85,962 R&D tax incentive 604,187 445,846 Other income 434 250 Total other income 691,666 532,058 c) Expenses Loss before income tax includes the following specific expenses: Employee salary and benefit expenses: Salary and employee benefit expenses 1,354,610 1,086,717 Superannuation contribution expenses 136,382 113,689 Share based payments - 48,658 Total employee salary and benefit expenses 1,490,993 1,249,064 Depreciation, amortisation and impairment of non-current assets: Plant and equipment 7,037 8,354 Right of use assets - - License and registered patents 36,942 36,942 Total depreciation and amortisation expenses 43,979 45,296 Foreign currency exchange differences: Foreign currency exchange losses - 14,520 BIO-GENE TECHNOLOGY LIMITED ABN 32 071 735 950 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024 BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 46 Note 4: Earnings per share 2024 2023 $ $ Net loss used in calculating basic earnings per share: 2,409,179 3,095,782 Net loss used in calculating diluted earnings per share: 2,409,179 3,095,782 No. of Shares No. of Shares Weighted average number of ordinary shares used in calculating basic earnings per share 185,817,655 167,768,283 Dilutive potential ordinary shares - Weighted average number of ordinary shares and potential ordinary shares used in calculating diluted earnings per share 185,817,655 167,768,283 Information concerning the classification of securities Fully paid ordinary shares Fully paid ordinary shares carry the right to participate in dividends and the proceeds on winding up of the Company in equal proportion to the number of shares held. At shareholder meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands. Fully paid ordinary shares are included as ordinary shares in the determination of basic earnings per share. Loan Share Plan The Loan Share Plan (LSP) allows non-recourse, interest free loans to be provided to eligible participants to acquire shares under the plan. When an issue is made it will be treated as an in-substance grant of options and expensed over the vesting period because of the limited recourse nature of the loans. Shares offered under the LSP may be subject to Vesting Conditions, Forfeiture Conditions and Disposal Restrictions (collectively referred to as “Conditions”) as determined by the Board and specified in the Offer documents sent to participants. The Board has discretion to waive or deem Conditions to have been satisfied. Shares under the LSP cannot be dealt with (including traded on the ASX) unless they are not subject to any Conditions and there is no outstanding Loan on the shares. Generally, shares issued under the plan will vest over a 6 or 12 month period. The shares are acquired in the name of the participant and each participant authorises and appoints the Company Secretary to act on their behalf. Any dividends paid on the shares are used to repay the loan. In all other respects the shares issued under the LSP carry the same rights as other ordinary shares on issue. If the participant leaves the Company, any shares that have not vested will be bought back by the Company and cancelled along with the loan. In respect of shares that have vested the loan balance must be paid in full within six months of termination or the shares will be sold and the proceeds applied to settle the loan balance. The issue price of the shares in the Company held under the LSP is not included in equity until the loan has been repaid. Amounts unpaid on shares held under the LSP are treated as the equivalent of options to acquire ordinary shares and are excluded as potential ordinary shares in the determination of diluted earnings per share and basic earnings per share. Details relating to the LSP are set out in Note 13(c). The 9,380,902 shares on issue at reporting date that were granted under the LSP are not included in the calculation of diluted earnings per share because they are anti-dilutive for the year ended 30 June 2024. These shares could potentially dilute basic earnings per share in the future. BIO-GENE TECHNOLOGY LIMITED ABN 32 071 735 950 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024 BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 47 Options Options granted by the Company are considered to be potential ordinary shares and have been excluded in the determination of diluted earnings per share to the extent to which they are dilutive. The options have not been included in the determination of basic earnings per share because they are anti-dilutive for the year ended 30 June 2024. Details relating to the options are set out in Note 13(b). Note 5: Cash and cash equivalents 2024 2023 $ $ Cash at bank 108,204 44,552 Deposit at call 601,354 2,945,975 Term deposits 1,500,000 - 2,209,558 2,990,527 Funds placed on term deposit are invested for a maximum of 90 days and therefore considered to be cash equivalents. During and at the end of the Reporting Period, interest rates on deposits at call were more favourable than interest rates on term deposits. Note 6: Trade and other receivables 2024 2023 $ $ R&D tax incentive 500,000 400,660 GST refund due 23,958 44,890 523,958 445,550 The balance of Trade and other receivables of $523,958 (2023: $445,550) is not past due and not considered impaired. Note 7: Other current assets 2024 2023 $ $ Prepayments 133,879 70,189 Security deposits 70,000 74,200 203,879 144,389 BIO-GENE TECHNOLOGY LIMITED ABN 32 071 735 950 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024 BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 48 Note 8: Property, plant and equipment 2024 2023 $ $ Plant and equipment At cost 56,239 50,541 Accumulated depreciation (37,229) (35,902) Total net plant and equipment 19,010 14,639 Movements in the carrying amounts for each class of property, plant and equipment between the beginning and the end of the current financial year 2024 2023 $ $ Plant and equipment Balance at the beginning of year 14,639 22,993 Additions 9,609 - Disposals (3,911) Depreciation expense, impairment and asset write off (1,327) (8,354) Carrying amount at the end of year 19,010 14,639 Note 9: Intangible assets 2024 2023 $ $ Licences - Qcide 557,818 557,818 Less: Accumulated amortisation (354,633) (317,690) Total net intangible assets 203,185 240,128 Movements in the carrying amounts for intangible assets between the beginning and the end of the current financial year Carrying amount at the beginning of year 240,128 277,070 Additions – acquisitions - - Amortisation expense12 (36,942) (36,942) Carrying amount at the end of year 13 203,185 240,128 12 Intangible assets comprise licences in relation to Qcide, which has a finite useful life and is recorded at cost. Amortisation has been historically calculated using straight line method over the estimated useful life of 20 years. 13 Intangible assets are reviewed on a regular basis and where a decision has been made not to pursue a product, the remaining value recorded as an asset is impaired. At balance date, the directors also review the intellectual property portfolio to determine whether there are any indicators of impairment related to intellectual property. BIO-GENE TECHNOLOGY LIMITED ABN 32 071 735 950 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024 BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 49 Note 10: Trade and other payables 2024 2023 $ $ Trade creditors 47,238 118,707 Accrued expenses 141,970 153,356 Payroll liabilities 42,539 39,896 231,746 311,960 Note 11: Employee benefits 2024 2023 $ $ Current Annual leave entitlements 114,178 120,104 Short-term incentive - 141,809 114,178 261,913 Non-current Long service leave accruals 22,521 40,011 22,521 40,011 Note 12: Financial liabilities 2024 2023 $ $ Current - - - - Non-current - - - - BIO-GENE TECHNOLOGY LIMITED ABN 32 071 735 950 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024 BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 50 Note 13: Contributed equity The Company does not have authorised capital nor par value in respect of its issued shares. Ordinary shares participate in dividends and the proceeds on winding up of the Company in equal proportion to the number of shares held. At shareholder meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands. (a) Movements in issued capital during the year were as follows: 2024 2023 2024 2023 No. No. $ $ Issued shares: At the beginning of the reporting period 177,905,995 179,056,519 19,545,553 19,545,553 Cancellation of LSP Shares - LTI Tranche 2 FY20 (760,270) (55,159) Share Placement FY24 #1 11,613,294 959,517 Shares Paid by Directors but not Issued until AGM approval 4,929,952 430,116 Share Placement FY24 #2 5,952,381 500,000 SPP @ 8.4¢ 1,720,218 144,500 Shares forfeited pursuant to the LSP - (1,150,524) Employee share plan loans At end of the reporting period 201,361,570 177,905,995 21,524,527 19,545,553 (b) Movements in share options over ordinary shares during the year were as follows: 2024 2023 No. No. Balance at beginning of the year 5,000,000 2,500,000 Exercised during the year - - Expired during the year (2,500,000) - Issued during the period3 - 2,500,000 Balance at end of the year 2,500,000 5,000,000 Terms of options issued Options Issued Exercise Price Value$ Expiry Options issued – 1 December 2021 2,500,000 25 cents 194,948 1/12/2024 Share options granted carry no rights to dividends and no voting rights. The valuations of options issued are determined by using an industry standard option pricing model taking into account the terms and conditions upon which the instruments were issued. The Options were issued for equity and advisory services. BIO-GENE TECHNOLOGY LIMITED ABN 32 071 735 950 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024 BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 51 Loan Share Plan The Company issues shares to Bio-Gene directors, executives and key consultants under the Loan Share Plan (LSP). Under the plan, participants are issued with equity to foster an ownership culture within the Company and to motivate them to achieve performance targets. Participation in the plan is at the Board’s discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits. The Company introduced the LSP. The plan allows for shares to be issued for a nominal value or for non- recourse, interest free loans to be provided to eligible participants to acquire shares under the plan. Shares issued under the plan vest in accordance with the Executive Remuneration Strategy and Structure (refer to Remuneration Report for details). When an issue is made at nominal value it is expensed over the vesting period. If the participant leaves the Company, any shares that have not vested are bought back by the Company and cancelled. When an issue is made, and a loan is provided, it is treated as an in-substance grant of options and expensed over the vesting period because of the limited recourse nature of the loans. Each participant authorises and appoints the Company Secretary to act on their behalf. Any dividends paid on the shares are used to repay the loan. If the participant leaves the Company, any shares that have not vested are bought back by the Company and cancelled along with the loan. In respect of shares that have vested, generally, the loan balance must be paid in full within six months of termination of appointment or the shares are sold and the proceeds applied to settle the loan balance. The issue price of the shares in the Company held under the LSP is not included in equity until the loan has been repaid. The valuations of shares issued under the LSP are determined by using an industry standard option pricing model taking into account the terms and conditions upon which the instruments were issued. Shares in existence in the current and past period under the Loan Share Plan: Following the consolidation of the Company’s equity in September 2017, all share numbers are reported on a post consolidation basis. BIO-GENE TECHNOLOGY LIMITED ABN 32 071 735 950 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024 BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 52 Loan Share Plan Tranche Number Issue date Vesting Date Loan expiry date Unit Price $ Fair Value at Issue Date $ Tranche 1a1 2,500,000 29/06/2015 29/06/2015 31/12/2024 0.034 85,000 Tranche 2a1 320,000 30/06/2016 30/06/2016 31/12/2024 0.0334 13,894 Tranche 2b7 96,000 30/06/2016 30/06/2016 30/06/2026 0.0334 13,894 Tranche 3a1 500,000 11/05/2017 11/11/2017 29/12/2024 0.0622 50,538 Tranche 3b7 312,500 11/05/2017 11/11/2017 11/05/2027 0.0622 50,538 Tranche 3c7 812,500 11/05/2017 11/05/2018 11/05/2027 0.0622 50,538 Tranche 4a7 187,500 26/07/2017 26/01/2018 26/07/2027 0.0922 17,288 Tranche 4b7 187,500 26/07/2017 26/07/2018 26/07/2027 0.0894 16,763 Tranche 5a 500,000 4/12/2017 4/06/2018 4/12/2024 0.1314 65,700 Tranche 5b 500,000 4/12/2017 4/12/2018 4/12/2024 0.1275 63,750 Tranche 62 263,304 6/12/2018 1/01/2019 N/A 0.1311 34,519 Tranche 93 507,162 1/11/2019 1/11/2019 N/A 0.1411 71,560 Tranche 106 2,201,972 1/11/2019 30/06/2022 1/11/2026 0.0789 173,736 Tranche 11a8 383,509 1/11/2019 30/06/2020 N/A 0.1411 54,113 Tranche 11b8 383,508 1/11/2019 30/06/2021 N/A 0.1411 54,113 Tranche 11c8 383,507 1/11/2019 30/06/2022 N/A 0.1411 54,112 Tranche 124 493,881 30/07/2020 28/08/2020 N/A 0.1399 69,094 Tranche 136 1,262,930 30/07/2020 30/06/2023 30/07/2027 0.0789 106,465 Tranche 14a5 253,424 30/07/2020 30/06/2021 N/A 0.1399 35,454 Tranche 14b5 253,424 30/07/2020 30/06/2022 N/A 0.1399 35,454 Tranche 14c5 253,422 30/07/2020 30/06/2023 N/A 0.1399 35,454 12,556,043 1,151,977 Revaluation of pre IPO Shares7 68,418 Less Unexpensed portion of valuation - Less Shares Cancelled during previous year5 (1,150,524) (162,339) Less Shares Cancelled during the year (760,270) (106,362) Less Unrestricted Shares (1,264,347) (175,173) 9,380,902 776,521 1. The Loan expiry date on the Tranche 1a shares is now 31 December 2024 (from 29 June 2025), the Loan expiry date on the Tranche 2a shares is now 31 December 2024 (from 30 June 2026) and the Loan expiry date on the Tranche 3a shares is now 31 December 2024 (from 11 May 2027), in each case, due to the termination of appointment of a Loan Share Plan participant. 2. The Tranche 6 shares were issued in respect of the executives’ short-term incentive for the 2018 financial year and vested on 1 January 2019. 3. The Tranche 9 shares were issued in respect of the executives’ and employee’s short-term incentives for the 2019 financial year and vested on 1 November 2019. 4. The Tranche 12 shares were issued in respect of the executives’ and employee’s short-term incentives for the 2020 financial year and vested on 28 August 2020. 5. Tranches 14a, 14b and 14c were forfeited and have been cancelled on 27 July 2023. 6. The Tranche 10 shares vested on 30 June 2022 and the tranche 13 shares vested on 30 June 2023. 7. The loan period for the Tranche 2b, 3b, 3c and 4 shares was extended from 7 to 10 years. 8. Tranches 11a, 11b and 11c were forfeited and have been cancelled on 5 August 2022. BIO-GENE TECHNOLOGY LIMITED ABN 32 071 735 950 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024 BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 53 Fair values of share-based payments The fair value of all loan shares granted to Directors, other key management personnel, other employees and consultants have been calculated using an industry standard option pricing model. Where relevant, the expected life used in the model has been adjusted based on management’s best estimate for the effects of non-transferability, exercise (including the probability of meeting market conditions attached to the option), and behavioural considerations. The model requires the Company share price volatility to be measured. The share price volatility has been measured with reference to the historical share prices of the Company and other similar Companies. The fair value of share-based payments is calculated on the date of issue less any consideration paid. Following the consolidation of the Company’s equity in September 2017, all share numbers and prices are reported on a post consolidation basis. Details in respect of the fair value of equity, on issue/grant date, that was in existence at reporting date are outlined below. Equity Instrument Loan /Exercise price $ Share price on issue Date $ Volatility Initiate Maturity date Time to maturity Risk free interest rate Expected dividend yield Tranche 1 0.05 0.05 74% 29/06/2022 7 years 2.61% - Tranche 2 0.05 0.05 74% 30/06/2023 7 years 1.81% - Tranche 3 0.092 0.092 74% 11/05/2024 7 years 2.39% - Tranche 4 0.14 0.14 74% 26/07/2024 7 years 2.46% - Tranche 5 0.20 0.20 74% 04/12/2024 7 years 2.36% - Tranche 10 0.15 0.15 77.4% 01/11/2026 7 years 0.98% - Tranche 13 0.134 0.134 91.9% 30/07/2027 7 years 0.65% - Share Tranches 6, 9, 11 and 12 were issued for nominal consideration and valued at the 5-day VWAP on the day of issue. Share based payments The amount expensed in relation to equity settled share-based payments to the statement of profit or loss and other comprehensive income was $nil (2023: $48,658). BIO-GENE TECHNOLOGY LIMITED ABN 32 071 735 950 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024 BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 54 Note 14: Reserves and accumulated losses Note 2024 2023 $ $ Share options reserve (a) 194,947 289,663 Share loan plan reserve (b) 712,089 818,451 Total reserves 907,036 1,108,114 (a) Share option reserve 2024 2023 $ $ Opening balance 1 July 289,663 289,663 Value of options issued - - Cancellation of unlisted options lapsed during the period (94,716) - Closing balance 194,947 289,663 (b) Share loan plan reserve 2024 2023 $ $ Opening balance 1 July 818,451 932,132 Value of shares recognised over vesting period14 - 48,658 Re-allocation of value of shares issued under the LSP which became unrestricted or cancelled during the period15 (106,362) (162,339) Closing balance 712,089 818,451 (c) Movement in accumulated losses 2024 2023 $ $ Opening balance 1 July (17,432,318) (14,498,875) Re-allocation of value of options lapsed during the period 201,078 162,339 Net loss for the year (2,409,179) (3,095,782) 14 The equity settled reserves arise on issue of equity under the LSP or the issue of options 15 Amounts are transferred out of the reserves and into issued capital when the loans are repaid, shares issued for nominal value vest or the options are exercised. Amounts are transferred to accumulated losses when the shares or options are cancelled. BIO-GENE TECHNOLOGY LIMITED ABN 32 071 735 950 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024 BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 55 Note 15: Cash flow Information (a) Reconciliation of cash 2024 2023 $ $ Cash at bank 108,204 44,552 Deposit at call 601,354 2,945,975 Term deposits 1,500,000 - Total cash and cash equivalents 2,209,558 2,990,527 (b) Reconciliation of cash used in operating activities with loss after income tax Loss from continuing operations after income tax (2,409,179) (3,095,782) Non cash movements: Depreciation and amortisation expense 38,381 45,296 Equity settled share based payment - 48,658 Employee benefits - 6,778 Changes in assets and liabilities: (Increase)/decrease in trade and other receivables (99,452) (7,382) (Increase)/decrease in other current assets (59,489) 78,655 Increase/(decrease) in trade creditors and accruals (224,506) (352,577) Cash used in operating activities (2,754,246) (3,276,354) Note 16: Commitments and contingencies (a) Capital expenditure commitments Committed but unrecognised capital expenditure as at reporting date amounted to $Nil (2023: $Nil). (b) Other contingencies Research and development incentive Research and Development grants received may be subject to review by AusIndustry and subsequent claw back of funds should there be a determination of non-conforming claims. Research and development commitments Early during the year the company entered in two agreements to undertake toxicology studies with two overseas companies for a total commitment of USD$466,800. The initiation of the studies have been delayed and is expected they will take place during the following financial year. BIO-GENE TECHNOLOGY LIMITED ABN 32 071 735 950 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024 BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 56 Note 17: Financial instruments (a) Capital risk management The Company manages its capital to ensure that it will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance. The Company’s overall strategy remains unchanged from the prior financial year. The capital structure of the Company consists of cash and cash equivalents and equity attributable to equity holders, comprising issued capital, reserves and retained earnings as disclosed in Notes 13 and 14 respectively. The Company operates globally, primarily through arrangements with suppliers established in the markets in which the Company trades. Operating cash flows are used to maintain and expand the Company’s assets. Gearing ratio The Company’s Board reviews the capital structure on a half-yearly basis. As a part of this review the Board considers the cost of capital and the risks associated with each class of capital. The Company has a target gearing of 0% in line with the industry norm that is determined as the proportion of net debt to equity. Based on recommendations of the Board the Company will balance its overall capital structure through new share issues. The gearing ratio at year end was as follows: Note 2024 2023 $ $ Financial assets at amortised cost Debt (i) - - Cash and cash equivalents 5 2,209,558 2,990,527 Net cash/(debt) 2,209,558 2,990,527 Equity (ii) 13,14 2,791,144 3,221,349 Net debt to equity ratio - - (i) Debt is defined as long-term and short-term borrowings. (ii) Equity includes all capital and reserves as detailed in Note 13 and 14. Financial risk management objectives The Company’s CFO monitors and manages the financial risks relating to the operations of the Company through internal risk reports which analyse exposures by degree and magnitude of risks. These risks include market risk (including currency risk, fair value interest rate risk and price risk), credit risk and liquidity risk. There have been no changes to these risks since the previous financial year. The Board of Directors ensures that the Company maintains a competent management structure capable of defining, analysing, measuring and reporting on the effective control of risk inherent in the Company’s underlying financial activities and the instruments used to manage risk. Key financial risks including interest rate risk and foreign currency risk are reviewed by management on a regular basis and are communicated to BIO-GENE TECHNOLOGY LIMITED ABN 32 071 735 950 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024 BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 57 the Board so that it can evaluate and impose its oversight responsibility. The Company does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes. The Company currently does not hedge foreign exchange exposure however each transaction is assessed on a case-by- case basis. This and other financial risks are managed prudently by the Chief Financial Officer and the Board. The entity holds the following financial instruments: Note 2024 2023 - $ $ Financial assets at amortised cost Cash and cash equivalents 5 2,209,558 2,990,527 Trade and other receivables 6 523,958 445,550 Other current assets 7 203,879 144,389 2,937,395 3,580,466 Financial liabilities at amortised cost Trade and other payables 10 231,746 311,960 Financial liabilities 12 - - 231,746 311,960 (b) Market risk The Company’s activities expose it primarily to the financial risks of changes in foreign currency rates. The Company undertakes a number of its research activities overseas, as the necessary experience and facilities are not available in Australia, and as such has exposure to foreign currency movements which are predominately in US dollars. The Board and Chief Financial Officer monitor the potential impact of movements in foreign exchange exposure. The Company currently does not hedge foreign exchange exposure however each transaction is assessed on a case-by-case basis. (c) Interest rate risk management The Company’s exposure to market interest rates relates primarily to the Company’s short-term deposits held and deposits at call. The interest income earned from these balances can vary due to interest rate changes. The sensitivity analysis below has been determined based on the exposure to interest rates for both derivatives and non-derivative instruments at the end on the reporting period. If interest rates had been 100% higher/lower and all other variables were held constant, the Company’s loss for the year ended 30 June 2024 would increase/decrease by $87,045 (2023: $85,962) (Note 3(b)). (d) Liquidity risk Liquidity risk is the risk that the Company will not be able to pay its debts as and when they fall due. The Company has no borrowings at reporting date and the Directors ensure that the cash on hand is sufficient to meet the commitments of the Company at all times during the research and development phase. The Company manages liquidity risk by monitoring forecast cash flows and ensuring that adequate cash and where necessary unutilised borrowing facilities are maintained. BIO-GENE TECHNOLOGY LIMITED ABN 32 071 735 950 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024 BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 58 Financing arrangements The Company does not have access to any borrowing facilities at the reporting date. Maturities of financial liabilities The tables below analyse the Company’s financial liabilities. 30 June 2024 0 -12 months Maturing 1 to 3 years Total Financial Liabilities at amortised cost Trade and other payables 231,746 - 231,746 Financial liabilities - - - 231,746 - 231,746 30 June 2023 0 -12 months Maturing 1 to 3 years Total Financial Liabilities at amortised cost Trade and other payables 311,960 - 311,960 Financial liabilities - - - 311,960 - 311,960 All current balances mature within one year; all non-current balances are expected to mature in between one and three years. (e) Foreign currency risk management The Company undertakes certain transactions denominated in foreign currencies, hence exposures to exchange rate fluctuation arise. Exchange rate exposures are managed within approved policy parameters. The Company manages the currency risk by monitoring the trend of the US dollar, the Euro and Pound Sterling. The entity’s foreign currency risk denominated financial assets and financial liabilities at the reporting date are as follows: 30 June 2024 30 June 2023 USD EUR GBP USD EUR GBP Financial Assets at amortised cost Cash and cash equivalents - - - - - - Trade and other receivables - - - - - - Financial Liabilities at amortised cost Trade and other payables 74,093 862 - 39,357 - - The following sensitivity analysis is based on the foreign currency risk exposures in existence at the statement of financial position date. A 10 percent increase or decrease in the foreign exchange rate is used and represents management’s assessment of the possible change in foreign exchange rates and historically is within a range of rate movements. A positive number indicates an increase in result and other equity. A negative number indicates a decrease in result and other equity. At 30 June 2024, if foreign exchange rates had moved, as illustrated in the table below, with all other variables held constant, pre-tax result and equity would have been affected as follows: BIO-GENE TECHNOLOGY LIMITED ABN 32 071 735 950 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024 BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 59 -10% in AUD +10% in AUD Profit Equity Profit Equity $ $ $ $ 30 June 2024 Financial Assets at amortised cost Cash and cash equivalents - - - - Trade and other receivables - - - - - - - - Financial Liabilities at amortised cost Trade and other payables (12,497) (12,497) 10,225 10,225 Financial liabilities - - - - (12,497) (12,497) 10,225 10,225 30 June 2023 Financial Assets at amortised cost Cash and cash equivalents - - - - Trade and other receivables - - - - - - - - Financial Liabilities at amortised cost Trade and other payables (6,348) (6,348) 5,194 5,194 Financial liabilities - - - - (6,348) (6,348) 5,194 5,194 (f) Price risk Price risk is the risk that future cashflows derived from financial instruments will be changed as a result of a market price movement, other than foreign currency rates and interest rates. The Company is not exposed to any material commodity price risks, other than those already described above. Net fair values The carrying amount of financial assets and financial liabilities recorded in the financial statements approximates their net fair values. The net fair values of financial assets and financial liabilities are determined as follows: the net fair value of financial assets and financial liabilities with standard terms and conditions and traded on active liquid markets are determined with reference to quoted market prices; and the net fair value of other financial assets and financial liabilities are determined in accordance with generally accepted pricing models based on discounted cash flow theory. BIO-GENE TECHNOLOGY LIMITED ABN 32 071 735 950 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024 BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 60 (g) Credit risk management Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Company. The Company has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral where appropriate as a means of mitigating the risk of financial loss from defaults. In addition, receivable balances are monitored on an ongoing basis with the result that the Company's exposure to bad debts is not significant. There are no significant concentrations of credit risk within the Company. Note 18: Key management personnel (a) Details of key management personnel The Directors and other members of key management personnel of the Company during the year were: Name (sorted alphabetically) Position Mr. Alex Ding Non-Executive Chair (appointed on 1 August 2023) Mr. Andrew Guthrie Non-Executive Director Mr. Christopher Ramsey Non-Executive Director Mr. Edmond Tern Chief Financial Officer and Company Secretary (commenced on 8 April 2024) Mr. Peter May Executive Director – Research and Development Mr. Richard Jagger Managing Director and Chief Executive Officer (resigned on 28 August 2023) Mr. Robert Klupacs Non-Executive Director (resigned on 31July 2023) Mr. Rodrigo Valencia Chief Financial Officer and Company Secretary (resigned on 13 November 2023) Mr. Roger McPherson Chief Financial Officer and Company Secretary (resigned on 17-May-2024) Mr. Tim Grogan Managing Director and Chief Executive Officer (commenced on 28 August 2023) (b) Key management personnel compensation The aggregate compensation made to Directors and other members of key management personnel of the Company is set out below: 2024 2023 $ $ Short term employee benefits 1,061,179 977,298 Post-employment benefits 95,461 92,563 Equity based payments - 48,657 1,156,640 1,118,518 Further disclosures regarding key management personnel compensation are contained within the Remuneration Report. BIO-GENE TECHNOLOGY LIMITED ABN 32 071 735 950 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024 BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 61 Note 19: Related party transactions (a) Receivable from and payable to related parties The following balances were outstanding at 30 June 2024 in relation to transactions with related parties: 2024 $ 2023 $ Current payables Trade payables to directors or their related entities - - There were no other loans to or from related parties at the current and previous reporting date. All transactions were made on normal commercial terms and conditions and at market rates. (b) Transactions with key management personnel Details of key management personnel compensation are disclosed in Note 18 and the Remuneration Report. Note 20: Segment information A segment is a component of the Company that engages in business activities to provide products or services within a particular economic environment. The Company operates in one business segment, being the conduct of research and development activities in the discovery of novel insecticides. The Board of Directors assess the operating performance of the Company based on management reports that are prepared on this basis. The Company invests excess funds in short term deposits but this is not regarded as being a separate segment. Note 21: Leases Finance leases The Company does not currently have any finance leases in place. Operating leases The Company does not currently have any operating leases in place. Lease arrangements The Company does not currently have any other leases in place. BIO-GENE TECHNOLOGY LIMITED ABN 32 071 735 950 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2024 BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 62 Note 22: Events occurring after the reporting period No other matter or circumstance has arisen since 30 June 2024, other than as disclosed in this report, that has significantly affected or may significantly affect: • Bio-Gene Technology Limited’s operations in future financial years, or • the results of those operations in future financial years, or • Bio-Gene Technology Limited’s state of affairs in future years. DECLARATION BY DIRECTORS FOR THE YEAR ENDED 30 JUNE 2024 BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 63 The directors of the company declare that: The financial statements and notes, as set out in the following pages, are in accordance with the Corporations Act 2001: • comply with applicable Accounting Standards and the Corporations Regulations 2001; and • give a true and fair view of the financial position as at 30 June 2024 and of the performance for the year ended on that date. In the directors' opinion 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 by the chief executive officer and chief financial officer required by section 295A of the Corporations Act 2001. This declaration is made in accordance with a resolution of the board of directors. Mr. Alex Ding Director Date: 27 August 2024 64 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF BIO-GENE TECHNOLOGY LIMITED ABN 32 071 735 950 Report on the Audit of the Financial Report Opinion We have audited the financial report of Bio-Gene Technology Limited (the Company), which comprises the statement of financial position as at 30 June 2024, the statement of comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and the directors’ declaration. In our opinion, the accompanying financial report of Bio-Gene Technology Ltd., is in accordance with the Corporations Act 2001, including: (a) giving a true and fair view of the company’s financial position as at 30 June 2024 and of its financial performance for the year then ended; (b) complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for Opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Company 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 (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Material Uncertainty Related to Going Concern We draw your attention to Note 1(a) (Going Concern) in the financial report, which indicates the Company incurred an operating loss of $2,409,179 and a negative cash outflow from operating activities of $2,754,245. As stated in Note 1(a), this event or condition, along with other matters as set forth in Note 1(a), indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter. 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. 65 R&D Tax Incentive (refer to note 3) Under the research and development (R&D) tax incentive scheme, the Company receives a 43.5% refundable tax offset of eligible expenditure if its turnover is less than $20 million per annum, provided it is not controlled by income tax exempt entities. The Company has recorded $604,187 of income in the financial statements. This includes $500,000 recorded as a receivable at year-end, representing an estimated claim for the period 1 July 2023 to 30 June 2024 using the same methodology that was accepted in the 2023 AusIndustry claim. A further $104,187 recorded in income which represents an underaccrual from previous year. We focused on the R&D tax incentive due to the material nature of the receivable and because there is a degree of judgement and interpretation of the R&D tax legislation required in assessing the eligibility of the R&D expenditure under the scheme. There is an inherent level of subjectivity in the R&D incentive in regard to the level of receivable recognised and the recognition of the related income. How our audit addressed the key audit matter To evaluate the R&D tax incentive recorded, we performed the following procedures, amongst others: - Discussion with management to determine an understanding of the R&D environment the business operates in and to understand the process used to estimate the R&D tax incentive. - Comparing the estimates recorded as a receivable made in previous years to the amount of cash physically received after year end. - Testing the mathematical accuracy of the calculation and agreeing inputs to supporting documentation. - Reviewing the classification of expenses included in the R&D claim to ensure that they meet the criteria of R&D expenditure. - Assessing the adequacy of the related disclosures within the financial statements and reviewing the accounting treatment in line with Australian Accounting Standards. Share Options and Equity Transactions (refer to note 13) The Company issued shares to executive directors and senior management under a share-based compensation plan. These arrangements have differing terms and conditions that give rise to different accounting outcomes. Share based payment arrangements require judgemental assumptions including volatility rates and expected life in determining the fair value of the arrangements and the expensing of that fair value over the estimated service period. In recognising these transactions, the Company performed a valuation to calculate the accounting expense. Details of the share based payment arrangements offered to directors, executive management, third parties and shareholders, are disclosed in the Remuneration Report and note 13 to the financial report. The audit of the share-based payment arrangements and the associated expense is a key audit matter due to the judgements required in determining fair value. 66 How our audit addressed the key audit matter To evaluate the share transactions, we performed the following procedures, amongst others: - We assessed the terms of the share based payment arrangements issued during the period including review of documentation issued to shareholders. - We assessed the methodology used by the Company in valuing the share options. - We assessed the expense recorded on the statement of comprehensive income. - We assessed the share capital recorded for any loan repayments. - We assessed whether the disclosure in note 13 in relation to the arrangements was adequate and whether it complied with Australian Accounting Standards. Information Other than the Financial Report and Auditor’s Report Thereon The directors are responsible for the other information. The other information comprises the information included in the Company’s annual report for the year ended 30 June 2024, but does not include the financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the Directors for the Financial Report The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. 67 A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website at: http://www.auasb.gov.au/Home.aspx. 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 21 to 34 of the directors’ report for the year ended 30 June 2024. In our opinion, the Remuneration Report of Bio-Gene Technology Ltd, for the year ended 30 June 2024, 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. MVAB ASSURANCE Chartered Accountants SAM CLARINGBOLD Partner Signed at Melbourne this 27th day of August 2024 SHAREHOLDER INFORMATION BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 68 A. Substantial shareholders Holders of Relevant Interests as notified by ASX Substantial Shareholders under Part 6.7 of the Corporations Act 2001 as at 22 July 2024. Holder Ordinary Shares (i) % of Total issued Capital CITICORP NOMINEES PTY LTD 16,106,415 8.1% VANA BELLE PTY LTD 11,761,904 6.0% B. Number of holders of equity securities and voting rights Ordinary Shares (i) Share Options (ii) Number of holdings as at 22 July 2024 1,032 1 The voting rights attaching to each class of equity securities are: (i) Ordinary shares 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. (ii) Options No voting rights. C. Distribution of equity securities Distribution of holders of equity securities as at 22 July 2024: No. of holders Ordinary Shares Options 1 - 1,000 32 0 1,001 - 5,000 141 0 5,001 - 10,000 133 0 10,001 - 100,000 444 0 100,001 and over 266 1 1,032 1 Number of holders of less than a marketable parcel of shares 161 SHAREHOLDER INFORMATION BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 69 D. 20 largest holders of quoted securities The names of the 20 largest shareholders of each class of quoted equity securities as at 22 July 2024 are listed below: No. Holder Name 22-Jul-24 % IC 1 CITICORP NOMINEES PTY LIMITED 16,106,415 8.0% 2 VANA BELLE PTY LTD 11,761,904 5.8% 3 DR CHOON HUAT LEE 9,558,233 4.7% 4 T & L AINSWORTH INVESTMENTS 6,683,185 3.3% 5 ALINA BARLOW 5,952,381 3.0% 6 INVIA CUSTODIAN PTY LIMITED 5,488,500 2.7% 7 MR JAMES VINCENT CHESTER 7,665,524 3.8% 8 MACLEE PTY LTD 3,650,000 1.8% 9 P L MORAN PTY LTD 3,310,000 1.6% 10 RICHARD ANDREW JAGGER 3,412,918 1.7% 11 ARISION PTY LIMITED 2,955,265 1.5% 12 MAGDAJANO PTY LTD 2,885,000 1.4% 13 BITOLA PTY LTD 2,380,000 1.2% 14 MR ANTHONY WILLIAM OLDING & 2,150,000 1.1% 15 BNP PARIBAS NOMINEES PTY LTD 2,111,481 1.0% 16 PYXIS HOLDINGS PTY LTD 2,000,000 1.0% 17 PETER DONALD MAY 1,842,205 0.9% 18 MR VICTOR ROSENBERG & 1,837,000 0.9% 19 VARASALV PTY LTD 1,819,047 0.9% 20 XEEN PTY LTD 1,618,797 0.8% Total 20 95,187,855 47.3% Total Issued Capital 201,361,570 100.0% SHAREHOLDER INFORMATION BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 70 E. Shares subject to restriction arrangements The total number of shares subject to restriction arrangements is 9,380,902 shares. These shares were all issued under the Loan Share Plan and the escrow period ends on the latter of the date of repayment of the associated loan or as outlined below: Date shares issued Vesting date Expiry date Number of shares 29/06/2015 29/06/2015 31/12/2024 2,500,000 30/06/2016 30/06/2016 31/12/2024 320,000 30/06/2016 30/06/2016 30/06/2026 96,000 11/05/2017 11/11/2017 29/12/2024 500,000 11/05/2017 11/11/2017 11/05/2027 312,500 11/05/2017 11/05/2018 11/05/2027 812,500 26/07/2017 26/01/2018 26/07/2027 187,500 26/07/2017 26/07/2018 26/07/2027 187,500 04/12/2017 04/06/2018 04/12/2024 500,000 04/12/2017 04/12/2018 04/12/2024 500,000 01/11/2019 30/06/2022 01/11/2026 2,201,972 30/07/2020 30/06/2023 30/07/2027 1,262,930 9,380,902 COMPANY PARTICULARS BIO-GENE TECHNOLOGY LIMITED – 2024 ANNUAL REPORT 71 Directors Alex Ding Andrew Guthrie Christopher Ramsey Tim Grogan Peter May Auditors MVA Bennett Level 5 485 La Trobe Street Melbourne, VIC 3000 Secretary Edmond Tern Lawyers Quinert Rodda & Associates Pty Ltd Level 6 400 Collins Street Melbourne, VIC 3000 Australian Company Number 071 735 950 Australian Business Number 32 071 735 950 Media & Investor Relations Automic Group Suite 5, Level 12, 530 Collins Street Melbourne VIC 3000 Investor Relations: Adrian Mulcahy E: adrian.mulcahy@automicgroup.com.au Media Relations: Tristan Everett E: tristan.everett@automicgroup.com.au Registered Office Level 6 400 Collins Street Melbourne, VIC 3000 Contact E-Mail Email: bgt.info@bio-gene.com.au Website: www.bio-gene.com.au Share Registry Automic Pty Ltd Level 5 126 Phillip Street Sydney, NSW 2000 Flavocide® and Qcide® are trademarks of Bio-Gene Technology Limited Securities Quoted Australian Securities Exchange (ASX) Ordinary Fully Paid Shares (Code: BGT)