Australian Oilseeds (NASDAQ: COOT) widens loss, flags going-concern risk and raises PIPE funding
Australian Oilseeds Holdings grew revenue to AUD$22.9 million for the six months ended December 31, 2025, up 10.2% from AUD$20.7 million a year earlier, driven mainly by higher wholesale oil and meal volumes. Wholesale oils rose 71.0%, while retail oil revenue fell 13.9% amid a softer local economy, keeping gross profit roughly flat at AUD$2.1 million.
Despite the top-line growth, the company reported a net loss of AUD$2.5 million, significantly wider than the AUD$1.0 million loss in the prior period, as finance expenses jumped to AUD$2.2 million. This included a AUD$1.87 million non‑cash commitment fee tied to terminating its equity line of credit, plus a AUD$0.39 million loss on settling legacy instruments.
Cash flow from operations was negative AUD$5.9 million, reflecting heavy seed purchases, and the group ended with only AUD$1.1 million of cash and net current liabilities of AUD$9.5 million. Management explicitly notes “substantial doubt” about the ability to continue as a going concern, relying on a AUD$14 million bank facility and subsequent private placements raising US$10.4 million. After period‑end, the company agreed to acquire 51% of RentBuddyUK for US$5.33 million to add a recurring, property‑linked revenue stream.
Positive
- None.
Negative
- Going concern risk: The company reports substantial doubt about its ability to continue as a going concern, with a wider AUD$2.48 million loss, net current liabilities of AUD$9.46 million, and reliance on bank credit lines and new equity financing.
Insights
Losses, leverage and going‑concern warning offset revenue growth.
Australian Oilseeds delivered 10.2% revenue growth to AUD$22.9m, but profitability deteriorated. Net loss widened to AUD$2.48m as finance expenses surged to AUD$2.21m, largely from a one‑time AUD$1.87m commitment fee tied to terminating an equity line of credit.
The balance sheet shows pressure: cash fell to AUD$1.13m, net current liabilities reached AUD$9.46m, and total liabilities were AUD$27.9m against equity of AUD$4.43m. Management explicitly states that these factors raise “substantial doubt” about the company’s ability to continue as a going concern.
To bridge liquidity, the company is leaning on a AUD$14m credit facility with Commonwealth Bank of Australia and, after period‑end, two PIPE placements totaling US$10.4m. It also agreed to buy 51% of RentBuddyUK for US$5.33m, aiming for recurring, higher‑margin revenue. Actual risk and deleveraging will depend on sustained cash conversion from inventories and execution of these financing and diversification steps in future reporting periods.
Key Figures
Key Terms
going concern financial
Private Investment in Public Equity (PIPE) financial
Equity line of Credit (ELOC) financial
expected credit losses financial
derivative warrant liabilities financial
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June
Commission File Number:
(Exact name of registrant as specified in its charter)
|
Cayman Islands |
001-41986 | N/A | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
126 – 142 Cowcumbla Street, Cootamundra
Site 2: 52 Fuller Drive Cootamundra
PO Box 263 Cootamundra, Australia 2590
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: +02 6942 4347
Not Applicable
(Former name or former address, if changed since last report)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
This Report on Form 6-K of Australian Oilseeds Holdings Limited (the “Company”) consists of the Company’s unaudited condensed consolidated interim financial statements as of December 31, 2025 and for the six months ended December 31, 2025 and 2024 (Exhibit 99.1) and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations for the six months ended December 31, 2025 (Exhibit 99.2).
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EXHIBIT INDEX
|
Exhibit No. |
Description | |
| 99.1 | Unaudited Condensed Consolidated Interim Financial Statements as of December 31, 2025 and for the six months ended December 31, 2025 and 2024 | |
| 99.2 | Management's Discussion and Analysis of Financial Condition and Results of Operations for the six months ended December 31, 2025 | |
| 101* | Inline XBRL (INS, SCH, CAL, DEF, LAB, PRE) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Australian Oilseeds Holdings Ltd | ||
| Date: June 22, 2026 | By: | /s/ Saw Khoon Ming |
| Name: | Saw Khoon Ming | |
| Title: | Co-Chief Executive Officer | |
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Exhibit 99.1
AUSTRALIAN OILSEEDS HOLDINGS LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS
OF FINANCIAL POSITION
AS AT DECEMBER 31, 2025 AND JUNE
30, 2025
December 31, (Unaudited) | June 30, (Audited) | |||||||
| AUD$ | AUD$ | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | ||||||||
| Trade and other receivables | ||||||||
| Related party loans receivable | ||||||||
| Inventories | ||||||||
| Other current assets | ||||||||
| TOTAL CURRENT ASSETS | ||||||||
| NON-CURRENT ASSETS | ||||||||
| Property, plant and equipment | ||||||||
| Right-of-use asset | ||||||||
| Deferred tax assets | ||||||||
| Intangible assets | ||||||||
| TOTAL NON-CURRENT ASSETS | ||||||||
| TOTAL ASSETS | ||||||||
| LIABILITIES | ||||||||
| CURRENT LIABILITIES | ||||||||
| Trade and other payables | ||||||||
| Borrowings | ||||||||
| Lease liability, current | ||||||||
| Related party loans | ||||||||
| Convertible note, net of discount | - | |||||||
| Warrant liabilities | ||||||||
| Promissory note – related party, current | - | |||||||
| Employee benefits | ||||||||
| TOTAL CURRENT LIABILITIES | ||||||||
| NON-CURRENT LIABILITIES | ||||||||
| Borrowings | - | |||||||
| Lease liability, non-current | ||||||||
| Related party loans | ||||||||
| TOTAL NON-CURRENT LIABILITIES | ||||||||
| TOTAL LIABILITIES | ||||||||
| NET ASSET | ||||||||
| EQUITY | ||||||||
| Share capital | ||||||||
| Share premium | ||||||||
| Foreign currency translation reserve | - | ( | ) | |||||
| Accumulated losses | ( | ) | ( | ) | ||||
| Total equity attributable to equity holders of the Company | ||||||||
| Non-controlling interest | ||||||||
| TOTAL EQUITY | ||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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AUSTRALIAN OILSEEDS HOLDINGS LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME (LOSS)
SIX MONTHS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024
SIX MONTHS (Unaudited) | SIX MONTHS (Unaudited) | |||||||
| AUD$ | AUD$ | |||||||
| Revenue | ||||||||
| Cost of sales | ( | ) | ( | ) | ||||
| Gross profit | ||||||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Selling and marketing expenses | ( | ) | ( | ) | ||||
| Other income | ||||||||
| Operating profit/(loss) | ( | ) | ||||||
| Finance expenses | ( | ) | ( | ) | ||||
| Loss on settlement of legacy costs | ( | ) | - | |||||
| Loss before income tax | ( | ) | ( | ) | ||||
| Loss for the period | ( | ) | ( | ) | ||||
| Total comprehensive loss | ( | ) | ( | ) | ||||
| (Loss)/Profit attributable to: | ||||||||
| Members of the parent entity | ( | ) | ( | ) | ||||
| Non-controlling interest | ( | ) | ||||||
| Total Loss | ( | ) | ( | ) | ||||
| Total comprehensive loss attributable to: | ||||||||
| Members of the parent entity | ( | ) | ( | ) | ||||
| Non-controlling interest | ( | ) | ||||||
| Total | ( | ) | ( | ) | ||||
| Loss per share attributable to the ordinary equity holders of the parent | (0.09 | ) | (0.04 | ) | ||||
| Profit or loss | ||||||||
| Basic loss per share (cents) | ( | ) | ( | ) | ||||
| Diluted loss per share (cents) | ( | ) | ( | ) | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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AUSTRALIAN OILSEEDS HOLDINGS LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED DECEMBER 31, 2025 AND DECEMBER
31, 2024
| Shares | Share | Accumulated | Non-controlling | Foreign currency translation | ||||||||||||||||||||
| Capital | Premium | Losses | Interests | reserve | Total | |||||||||||||||||||
| AUD$ | AUD$ | AUD$ | AUD$ | AUD$ | AUD$ | |||||||||||||||||||
| Balance on June 30,2025 | ( | ) | ( | ) | ||||||||||||||||||||
| Conversion of convertible notes | - | - | - | |||||||||||||||||||||
| Issuance of commitment fee shares | - | - | - | |||||||||||||||||||||
| Reversal of unrealized loss on translation | - | - | - | - | ||||||||||||||||||||
| (Loss)/ profit for the period attributable to members of the parent entity | - | - | ( | ) | - | ( | ) | |||||||||||||||||
| Balance on December 31, 2025 | ( | ) | - | |||||||||||||||||||||
| Shares | Share | Accumulated | Non-controlling | |||||||||||||||||
| Capital | Premium | Losses | Interests | Total | ||||||||||||||||
| AUD$ | AUD$ | AUD$ | AUD$ | AUD$ | ||||||||||||||||
| Balance on June 30, 2024, restated | ( | ) | ||||||||||||||||||
| Loss for the period attributable to members of the parent entity | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||
| Balance on December 31, 2024 | ( | ) | ( | ) | ||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
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AUSTRALIAN OILSEEDS HOLDINGS LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS
FOR THE SIX MONTHS ENDED DECEMBER
31, 2025 AND DECEMBER 31, 2024
| 2025 | 2024 | |||||||
| AUD$ | AUD$ | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Receipts from customers | ||||||||
| Payments to suppliers and employees | ( | ) | ( | ) | ||||
| Income tax paid | - | ( | ) | |||||
| Interest paid | ( | ) | ( | ) | ||||
| Net cash (used in) operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of property, plant and equipment | ( | ) | ( | ) | ||||
| Net cash (used in) investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from related party loans | ||||||||
| Proceeds from secured borrowings | ||||||||
| Repayment of secured borrowings | ( | ) | ( | ) | ||||
| Repayment of promissory notes - related party | ( | ) | - | |||||
| Repayment of lease liability | - | ( | ) | |||||
| Net cash provided by financing activities | ||||||||
| Net (decrease)/increase in cash and cash equivalents held | ( | ) | ||||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at the end of December period | ||||||||
| Significant non-cash transactions: | ||||||||
| Conversion of convertible note | ||||||||
| Settlement of convertible note | - | |||||||
| Issuance of commitment fee shares | - | |||||||
| Disbursement of third-party loan | - | |||||||
| Settlement of promissory notes-related party | - | |||||||
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AUSTRALIAN OILSEEDS HOLDINGS LTD.
Notes to Unaudited Condensed Consolidated Financial Statements
1. Establishment and Operations
Australian Oilseeds Holdings Limited (“Australian Oilseeds” or the “Company”) is a Cayman Islands exempted company that, directly and indirectly through its subsidiaries, is focused on the manufacture and sale of chemical free, non-GMO, sustainable edible oils and products derived from oilseeds. The Company believes that transitioning from a fossil fuel economy to a renewable and chemical free economy is the solution to many health problems the world is facing presently. To that end, the Company is committed to working with suppliers and customers to eliminate chemicals from the edible oil production and manufacturing systems to supply quality products such as non-GMO oilseeds and organic and non-organic food-grade oils to customers globally. Over the past 20 years, Australian Oilseeds Investments Pty Ltd., an Australian proprietary company (“AOI”) has grown to be the largest cold pressing oil plant in Australia, pressing strictly GMO free conventional and organic oilseeds.
The main business activities include the mill of GMO free conventional and organic oilseeds to produce vegetable oils and related products to wholesale and retail market.
The material accounting policies adopted in the preparation of the consolidated financial statements are set out in Note 2. The policies have been consistently applied to all the years presented, unless otherwise stated.
The condensed consolidated financial statements are presented in AUD, which is also the Company’s functional currency.
Amounts are rounded to the nearest dollar, unless otherwise stated.
These financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB) (collectively IFRS Accounting Standards).
The preparation of consolidated financial statements in compliance with adopted IFRS Accounting Standards requires the use of certain critical accounting estimates. It also requires Company management to exercise judgment in applying the Company’s accounting policies. The areas where significant judgments and estimates have been made in preparing the consolidated financial statements and their effects are disclosed in Note 2.
Reverse Recapitalization
Australian Oilseeds Holdings Ltd (“PubCo”) was incorporated in Cayman Islands business company with limited liability and was formed for the purpose of participating in the transactions contemplated hereby and becoming the publicly traded holding company for the surviving corporation.
EDOC Acquisition Corp (“EDOC” or “SPAC”) is a Cayman Islands exempted company formerly listed on the NASDAQ Stock Market under “ADOC”. EDOC has limited operations but is established as a public investment vehicle that has the express purpose of making an investment in an operating company.
On March 21, 2024 (the “Closing Date”), the Company consummated the previously announced Business Combination (defined below). The Business Combination was announced on December 7, 2022, where AOI, PubCo, and EDOC entered into a business combination agreement (“Business Combination Agreement”), pursuant to which, (a) EDOC merged with and into Merger Sub, with EDOC continuing as the surviving entity (the “Merger”), and with holders of EDOC securities receiving substantially identical securities of Pubco, and (b) immediately prior to the Merger, Pubco acquired all of the issued and outstanding ordinary shares of AOI (the “Purchased Shares”) from the Sellers in exchange for ordinary shares of Pubco, with AOI became a wholly-owned subsidiary of Pubco (the “Share Exchange”, and together with the Merger and the other transactions contemplated by the Business Combination Agreement, the “Transactions”).
The total consideration paid by Pubco to the sellers for the purchased shares was an aggregate number of Pubco ordinary shares (the “Exchange Shares”) with an aggregate value (the “Exchange Consideration”) equal to, without duplication, (i) USD$
The Merger was consummated on March 21, 2024, and the Share Exchange and Business Combination were consummated on the Closing Date. Pursuant to the Business Combination Agreement, upon the consummation of the Business Combination at the effective time of the Business Combination (the “Effective Time”):
| ● | each holder of EDOC pre-transaction privately-held Class A ordinary shares and the Class B ordinary share (the “EDOC Ordinary Shares”) received a number of Company Ordinary Shares, which are listed under the ticker “COOT” (less | |
| ● | each holder of AOI ordinary shares received Company Ordinary Shares on a one-for-one basis (the “Exchange Shares”); |
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| ● | each holder of EDOC’s public Class A ordinary shares received Company Ordinary Shares on a one-for-one basis; | |
| ● | EDOC’s warrants terminated and were exchanged for warrants of the Company (the “Warrants”), which Warrants are listed on the Nasdaq under “COOTW”; |
| ● | each holder of EDOC’s rights (the “Rights”) received 1/10 of a Company Ordinary Share for each such Right, as set forth herein; | |
| ● | EDOC’s Rights will no longer be traded; | |
| ● | EDOC’s | |
| ● | EDOC’s USD$ |
On March 22, 2024, the Ordinary Shares and PubCo Warrants commenced trading on the Nasdaq Capital Market (“Nasdaq”) under the symbols “COOT” and “COOTW,” respectively.
2. Summary of Material Accounting Policies
(a) Unaudited Interim Financial Information
The accompanying condensed consolidated statement of financial position as of December 31, 2025, and the condensed consolidated statements of profit or loss and other comprehensive income (loss), changes in equity and cash flows for the six months ended December 31, 2025 and 2024 are unaudited and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with International Accounting Standards have been omitted pursuant to those rules or regulations. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position as of December 31, 2025.
(b) Substantial doubt regarding Going Concern
The Company incurred a loss after income tax of AUD$
The above factors raise substantial doubt about the Company’s ability to continue as a going concern unless it can successfully meet the stated objectives and/or raise additional funds with its financiers and investors.
The Company’s ability to continue its business activities as a going concern is dependent upon the Company deriving sufficient cash from its business operations and being able to draw down additional facilities from its commercial bank credit lines and equity financing arrangements, as follows:
a) The Company’s continued access to AUD$
b) The Company’s ability to continue raising capital through private placement (PIPE) offerings to supplement operating liquidity during the inventory build-up phase. Subsequent to December 31,2025, the Company completed two private placement offerings that generated gross proceeds of US$
While the Directors believe that the Company will be successful in implementing the above initiatives and securing sufficient funding to meet its obligations as and when they fall due, there can be no assurance that the Company will be successful in securing continued access to these credit facilities or in raising additional equity financing on acceptable terms, or that, if obtained, such funding will generate sufficient cash flow to alleviate the conditions giving rise to substantial doubt about the Company’s ability to continue as a going concern.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.
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(c) Basis of consolidation
Australian Oilseeds Holdings Ltd. is a Cayman Islands exempted company (the “Company,” “we,” “us” or “Australian Oilseeds”) formed on December 29, 2022. The Company’s subsidiaries include Australian Oilseeds Investments Pty Ltd., an Australian proprietary company; Good Earth Oils Pty Ltd. an Australian proprietary company; Cowcumbla Investments Pty Ltd., an Australian proprietary company, which is
The Company’s financial statements comprise the financial statements of the Company and its subsidiaries as of December 31, each year. Subsidiaries are consolidated from the date of their acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date that control ceases. The financial statements of subsidiaries are prepared for the same reporting year as the parent Company, using consistent accounting policies. Intra-company balances and transactions, including unrealized profits arising from intra-company transactions, have been eliminated. Unrealized losses are eliminated unless the transaction provides evidence of an impairment of the asset transferred. Non-controlling interests represent the equity in subsidiaries that is not attributable, directly or indirectly, to the Parent shareholders.
Details of subsidiaries as of December 31, 2025 and June 30, 2025 were as follows:
| Subsidiaries | % of legal ownership Dec 31, 2025 | % of legal ownership Jun 30, 2025 | Country of Incorporation | Principal business activities | ||||||||
| Australian Oilseeds Pty Ltd. | % | % | ||||||||||
Australian Oilseeds Investments Pty Ltd | % | % | ||||||||||
| Cowcumbla Investments Pty Ltd. | % | % | ||||||||||
| Good Earth Oils Pty Ltd. | % | % | ||||||||||
| EDOC Acquisition Corp | % | % | ||||||||||
The carrying amount of the Company’s investment in the subsidiary and the equity of the subsidiary is eliminated on consolidation.
(d) Financial instruments
Financial instruments are recognized initially on the date that the Company becomes party to the contractual provisions of the instrument.
On initial recognition, all financial instruments are measured at fair value plus transaction costs (except for instruments measured at fair value through profit or loss where transaction costs are expensed as incurred).
Impairment of financial assets
Impairment of financial assets is recognized on an expected credit loss (ECL) basis for the following assets:
| ● | financial assets measured at amortized cost; and |
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When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis based on the Company’s historical experience and informed credit assessment and including forward-looking information.
The Company uses the presumption that an asset which is more than 30 days past due has seen a significant increase in credit risk.
The Company uses the presumption that a financial asset is in default when:
| ● | the other party is unlikely to pay its credit obligations to the Company in full, without recourse to the Company to actions such as realizing security (if any is held); or | |
| ● | the financial assets is more than 90 days past due. |
Credit losses are measured as the present value of the difference between the cash flows due to the Company in accordance with the contract and the cash flows expected to be received. This is applied using a probability weighted approach.
Trade receivables and contract assets
Impairment of trade receivables and contract assets have been determined using the simplified approach in IFRS 9 which uses an estimation of lifetime expected credit losses. The Company has determined the probability of non-payment of the receivable and contract assets and multiplied this by the amount of the expected loss arising from default.
The amount of the impairment is recorded in a separate allowance account with the loss being recognised in selling and marketing expenses. Once the receivable is determined to be uncollectable then the gross carrying amount is written off against the associated allowance.
Where the Company renegotiates the terms of trade receivables due from certain customers, the new expected cash flows are discounted at the original effective interest rate and any resulting difference to the carrying value is recognized in profit or loss.
Other financial assets measured at amortized cost
Impairment of other financial assets measured at amortized cost are determined using the expected credit loss model in IFRS 9. On initial recognition of the asset, an estimate of the expected credit losses for the next 12 months is recognized. Where the asset has experienced significant increase in credit risk then the lifetime losses are estimated and recognized.
(e) Financial liabilities
The Company measures all financial liabilities initially at fair value less transaction costs, subsequently financial liabilities are measured at amortized cost using the effective interest rate method.
The financial liabilities of the Company comprise trade payables, bank and other loans, lease liabilities, and financial instruments.
Financial instruments were reviewed at period end and there was no material changes in their fair values noted between balance dates.
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(f) Impairment of non-financial assets
At the end of each reporting period the Company determines whether there is evidence of an impairment indicator for non-financial assets.
Where an indicator exists and regardless of goodwill, indefinite life intangible assets and intangible assets not yet available for use, the recoverable amount of the asset is estimated.
Where assets do not operate independently of other assets, the recoverable amount of the relevant cash-generating unit (CGU) is estimated.
The recoverable amount of an asset or CGU is the higher of the fair value, less costs of disposal and the value in use. Value in use is the present value of the future cash flows expected to be derived from an asset or cash-generating unit.
Where the recoverable amount is less than the carrying amount, an impairment loss is recognized in profit or loss.
Reversal indicators are considered in subsequent periods for all assets which have suffered an impairment loss, except for goodwill.
(g) Intangible assets
Goodwill
Goodwill is carried at cost less accumulated impairment losses.
The value of goodwill recognized on the acquisition of each subsidiary in which the Company holds less than
Under the ‘full goodwill method’, the fair values of the non-controlling interests are determined using valuation techniques which make the maximum use of market information where available.
Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill on acquisition of associates is included in investments in associates. Goodwill is not amortized but is tested for impairment annually at the end of financial year and is allocated to the Company’s cash generating units or groups of cash generating units, which represent the lowest level at which goodwill is monitored but where such a level is not larger than an operating segment. Gains and losses on the disposal of an entity include the carrying amount of goodwill related to the entity sold.
(h) Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, demand deposits and short-term investments which are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value.
(i) Employee benefits
Provision is made for the Company’s liability for employee benefits arising from services rendered by employees to the end of the reporting period. Employee benefits that are expected to be wholly settled within one year have been measured at the amounts expected to be paid when the liability is settled. Employee benefits expected to be settled more than one year after the end of the reporting period have been measured at the present value of the estimated future cash outflows to be made for those benefits. In determining the liability, consideration is given to employee wage increases and the probability that the employee may satisfy vesting requirements. Cashflows are discounted using market yields on high quality corporate bond rates incorporating bonds rated AAA or AA by credit agencies, with terms to maturity that match the expected timing of cashflows. Changes in the measurement of the liability are recognized in profit or loss.
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(j) Provisions
Provisions are recognized when the Company has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result, and that outflow can be reliably measured.
Provisions are measured at the present value of management’s best estimate of the outflow required to settle the obligation at the end of the reporting period. The discount rate used is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the unwinding of the discount is taken to finance costs in the consolidated statement of profit or loss and other comprehensive income.
(k) Convertible Promissory Note
Convertible notes are presented as a financial liability in the consolidated statement of financial position. On issuance of the convertible notes, the liability is measured at fair value, and subsequently carried at amortized cost (net of transaction costs) until it is extinguished on conversion or redemption. Convertible notes are classified as current liabilities based on the expected conversion date in accordance with the convertible note’s agreements.
(l) Derivative warrant liabilities
The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to IAS 32 and IFRS 9. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.
The Company accounts for its
The Company accounts for its
(m) Embedded Derivatives
A derivative embedded in a hybrid contract is separated from the host and accounted for as a separate derivative if, the economic characteristics and risks are not closely related to the host, a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative, and the hybrid contract is not measured at fair value through profit or loss. Embedded derivatives are measured at fair value with changes in fair value recognized in profit or loss. Reassessment only occurs if there is either a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required or a reclassification of a financial asset out of the fair value through profit or loss category.
(n) Segment Reporting
Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company has determined that it operates as one operating segment.
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(o) New and amended standards and interpretations
i) new standards, amendments to published approved accounting and reporting standards and interpretations which are effective during the year
The Company has applied the following standards and amendments for the first time for its annual reporting for the period commencing 1 July 2025:
| Standard / Amendment | Effective Date (mandatory) | Summary |
| IAS 21 | 1-Jan-25 | Lack of exchangeability |
ii) New or revised IFRSs not yet adopted
| Standard / Amendment | Effective Date (mandatory) | Summary |
| IFRS 9 & IFRS 7 — Classification and Measurement | 1-Jan-26 | Classification/measurement refinements & related disclosures |
| IFRS 9 & IFRS 7 — Contracts Referencing Nature-dependent Electricity | 1-Jan-26 | Targeted PPA/nature-dependent electricity contract guidance |
| Annual Improvements to IFRS Accounting Standards — Volume 11 | 1-Jan-26 | Narrow clarifications and consistency improvements |
| Amendments to IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures | Effective date has been removed temporarily by the IASB. | Sale or Contribution of Assets between an Investor and its Associate or Joint Venture |
| IFRS 18 | 1-Jan-27 | Presentation and Disclosure in Financial Statements |
| IFRS 19 | 1-Jan-27 | Subsidiaries without Public Accountability: Disclosures |
| IAS 21 | 1-Jan-27 | Translation to a Hyperinflationary Presentation Currency (Amendments to IAS 21) |
The amendments listed above have been published but are not mandatory for December 31, 2025 reporting periods and have not been early adopted by the Company. These amendments are not expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions.
(p) Critical Accounting Estimates and Judgments
The directors make estimates and judgements during the preparation of these consolidated financial statements regarding assumptions about current and future events affecting transactions and balances. These estimates and judgements are based on the best information available at the time of preparing the financial statements, however as additional information is known then the actual results may differ from the estimates. The significant estimates and judgements made have been described below.
Key estimates — provisions
As described in the accounting policies, provisions are measured at management’s best estimate of the expenditure required to settle the obligation at the end of the reporting period. These estimates are made taking into account a range of possible outcomes and will vary as further information is obtained.
11
Key estimates — expected credit losses
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments. In assessing the expected credit losses, the Company takes in account recent sales experience and historical collection rates.
Key estimates — inventory
Each item on inventory is reviewed on an annual basis to determine whether it is being carried at higher than its net realizable value. During the year, management conducts routine evaluations of its inventories to ensure that the carrying value of inventories does not exceed net realizable value (“NRV”). NRV is based on the estimated selling price of inventories less, estimated costs of completion. If the carrying value of inventories exceeds NRV, the surplus is recognized within Cost of sales, writing down the value of inventories to establish a new cost basis. Management conducts routine analyses to determine if estimates (e.g., estimated selling prices and estimated costs) used in the NRV calculation require changes and if additional impairment adjustments to inventories are required.
Key estimates - impairment of non-financial assets
The Company assesses impairment of all assets (including intangible assets) at each reporting date by evaluating conditions specific to the Company and to the particular asset that may lead to impairment. These include product, technology, economic and political environments and future product expectations. If an impairment trigger exists the recoverable amount of the asset is determined. Given the current uncertain economic environment management considered that the indicators of impairment were significant enough and as such these assets have been tested for impairment in this financial period.
Key estimates - fair value of derivative financial instruments
The fair values of derivative financial instruments that are not quoted in active markets are determined by using valuation techniques. Valuation techniques used include discounted cash flows analysis and models with built-in functions available in externally acquired financial analysis or risk management systems widely used by the industry such as option pricing models. To the extent practical, the models use observable data. In addition, valuation adjustments may be adopted if factors such as credit risk are not considered in the valuation models. Management judgement and estimates are required for the selection of appropriate valuation parameters, assumptions and modelling techniques.
12
3. Trade and Other Receivables
Unaudited | Audited June 30, | |||||||
| AUD$ | AUD$ | |||||||
| Trade receivables- Related parties (Note20) | ||||||||
| Trade receivables, net (1) | ||||||||
| Total current trade and other receivables | ||||||||
| (1) |
The carrying value of trade receivables is considered a reasonable approximation of fair value due to the short-term nature of the balances.
The maximum exposure to credit risk at the reporting date is the fair value of each class of receivable in the financial statements.
The table below presents the expected credit losses on trade receivables for the six months ended December 31, 2025:
| Unaudited | ||||||||||||||||||||
| Current sales | 30 days | 60 days | 90 days and older | Total | ||||||||||||||||
| Balance as at reporting date | $ | $ | $ | $ | $ | |||||||||||||||
| Expected loss rate | % | % | % | % | ||||||||||||||||
| ECL allowance | $ | $ | $ | $ | $ | |||||||||||||||
The table below presents the expected credit losses on trade receivables for the year ended June 30, 2025:
| Current sales | 30 days | 60 days | 90 days | Total | ||||||||||||||||
| Balance as at reporting date | $ | $ | $ | $ | $ | |||||||||||||||
| Expected loss rate | % | % | % | % | ||||||||||||||||
| ECL allowance | $ | $ | $ | $ | $ | |||||||||||||||
13
4. Inventories
| Unaudited December 31, 2025 | Audited June 30, | |||||||
| AUD$ | AUD$ | |||||||
| CURRENT | ||||||||
| Raw materials | ||||||||
| Finished Goods | ||||||||
| Consumables | ||||||||
| Total inventories | ||||||||
Write downs of inventories to net realizable value during the years ended December 31, 2025, 2024 were $NIL
5. Property, plant and equipment
Unaudited | Audited June 30, | |||||||
| AUD$ | AUD$ | |||||||
| LAND AND BUILDINGS | ||||||||
| Freehold land | ||||||||
| At cost | ||||||||
| Total Land | ||||||||
| Buildings | ||||||||
| At cost | ||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Total buildings | ||||||||
| Total land and buildings | ||||||||
| PLANT AND EQUIPMENT | ||||||||
| Plant and equipment | ||||||||
| At cost | ||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Total plant and equipment | ||||||||
| Motor vehicles | ||||||||
| At cost | ||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Total motor vehicles | ||||||||
| Office equipment | ||||||||
| At cost | ||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Total office equipment | ||||||||
| Total plant and equipment | ||||||||
| Total property, plant and equipment | ||||||||
| (a) | Movements in carrying amounts of property, plant and equipment |
14
Movement in the carrying amounts for each class of property, plant and equipment for the six months ended December 31, 2025 and for the year ended June 30, 2025:
| Plant and | Motor | Office | ||||||||||||||||||||||
| Land | Buildings | Equipment | Vehicles | Equipment | Total | |||||||||||||||||||
| AUD$ | AUD$ | AUD$ | AUD$ | AUD$ | AUD$ | |||||||||||||||||||
| Six Months Ended December 31, 2025 | ||||||||||||||||||||||||
| Balance at June 30, 2025 | ||||||||||||||||||||||||
| Additions | - | - | - | - | ||||||||||||||||||||
| Depreciation expense | - | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||
| Balance at December 31, 2025 | ||||||||||||||||||||||||
| Land | Buildings | Plant and Equipment | Motor Vehicles | Office Equipment | Total | |||||||||||||||||||
| AUD$ | AUD$ | AUD$ | AUD$ | AUD$ | AUD$ | |||||||||||||||||||
| Year ended June 30, 2025 | ||||||||||||||||||||||||
| Balance at June 30, 2024 | ||||||||||||||||||||||||
| Additions | - | - | - | - | ||||||||||||||||||||
| Reclassification | - | - | ( | ) | - | - | ||||||||||||||||||
| Depreciation expense | - | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||
| Balance at June 30, 2025 | ||||||||||||||||||||||||
6 Other assets
| Unaudited December 31, 2025 | Audited June 30, 2025 | |||||||
| AUD$ | AUD$ | |||||||
| CURRENT | ||||||||
| Prepayments | ||||||||
| Tax recoverable | ||||||||
| Other current assets | ||||||||
| Total other current assets | ||||||||
15
7. Trade and Other Payables
| Unaudited December 31, 2025 | Audited June 30, 2025 | |||||||
| AUD$ | AUD$ | |||||||
| CURRENT | ||||||||
| Related parties – payable (Note 20) | ||||||||
| Trade and other payables | ||||||||
| Total trade and other payables | ||||||||
Trade and other payables including related party payables are unsecured, non-interest bearing and are normally settled within 30 days. The carrying value of trade and other payables is considered a reasonable approximation of fair value due to the short-term nature of the balances.
8. Borrowings
Secured bank loan
In February 2024, the Cootamundra Oilseeds Pty Ltd, obtained a AUD$
On February 14, 2024, the Company issued a note for an equipment loan to the Commonwealth Bank of Australia in an aggregate principal amount of AUD$
Unaudited December 31, 2025 | Audited June 30, 2025 | |||||||||||||||||||||||
| AUD$ | AUD$ | |||||||||||||||||||||||
| Current | Non-Current | Total | Current | Non-Current | Total | |||||||||||||||||||
| Equipment Finance secured bank loan | - | |||||||||||||||||||||||
| Trade finance facility | - | - | ||||||||||||||||||||||
| Other loans | - | - | ||||||||||||||||||||||
| Interest only secured bank loan | - | - | ||||||||||||||||||||||
| Total secured bank loan | - | |||||||||||||||||||||||
16
The future payments of the equipment finance secured bank loan as of December 31, 2025 were as follows:
| Calendar year | AUD$ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Total payments outstanding | ||||
| Less: accrued interest | ( | ) | ||
| Total equipment finance secured loan outstanding | ||||
| Unaudited December 31, 2025 | Audited June 30, 2025 | |||||||
| AUD$ | AUD$ | |||||||
| Principal value of Convertible Note | - | |||||||
| Debt discount, net of amortization | - | ( | ) | |||||
| Convertible Note | - | |||||||
9. Issued Capital
Following the Business Combination, the Company has authorized
| Dec 31, 2025 | June 30, 2025 | |||||||||||||||
Number of shares | Share Capital AUD$ | Number of shares | Share Capital AUD$ | |||||||||||||
| Issuance of shares to AOI shareholders | ||||||||||||||||
| Issuance of shares to SPAC shareholders | ||||||||||||||||
| Issuance of shares to SPAC Founders | ||||||||||||||||
| Conversion of JSKS Loan | ||||||||||||||||
| Conversion of convertible notes | ||||||||||||||||
| Issuance of commitment fee shares-Arena | - | - | ||||||||||||||
| Issuance of shares in exchange for advisory services | ||||||||||||||||
| Conversion of rights | ||||||||||||||||
| ● | There was no movement in class B ordinary shares, preference shares. |
17
Share premium:
| Dec 31, 2025 | June 30, 2025 | |||||||
| Share Premium | Share Premium | |||||||
| Issuance of shares to AOI shareholders | ||||||||
| Issuance of shares to SPAC shareholders | ||||||||
| Issuance of shares to SPAC Founders | ( | ) | ( | ) | ||||
| Conversion of JSKS Loan | ||||||||
| Conversion of convertible notes | ||||||||
| Issuance of shares in exchange for advisory services | ( | ) | ( | ) | ||||
| Conversion of rights | ( | ) | ( | ) | ||||
| Issuance of convertible note – equity component | ||||||||
| Issuance of commitment fee shares-Arena | - | |||||||
| Recapitalization costs | ||||||||
| Less: | ||||||||
| Costs attributable to the issuance of shares in connection with the business combination | ( | ) | ( | ) | ||||
10. Warrants
The Company accounts for the public warrants, the Private Placement warrants, the Representative warrants, the Penny warrants, and the Arena Ordinary share warrants in accordance with the guidance contained in IAS 32 and IFRS 9 under which the public warrants meet the criteria for equity treatment and are recorded as equity due to the settlement provision in the warrant agreement. In accordance with IAS 32 and IFRS 9, the Private Placement warrants, Representative warrants, the Penny warrants and Arena Ordinary share warrants (collectively the “Warrants”) are initially required to be classified as liability instruments in its entirety; therefore, the Warrants are required to be measured at fair value at each reporting period with changes in fair value recorded within earnings.
The following table presents the warrants outstanding and exercisable on 31 December 2025 and 30 June 2025:
| Public warrants | ||||
| Private Placement warrants | ||||
| Representative warrants | ||||
| Arena Ordinary share warrants | ||||
| Total warrants |
18
Public, Private, and Representative Warrants
As part of EDOC’s IPO, EDOC issued warrants to third-party investors where each whole warrant entitles the holder to purchase one share of the Company’s ordinary shares at an exercise price of USD$
These warrants expire on the fifth anniversary of the Business Combination or earlier upon redemption or liquidation and are exercisable commencing 30 days after the Business Combination, provided that the Company has an effective registration statement under the Securities Act covering the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder.
The Company may call the warrants for redemption (excluding the private warrants, and any outstanding Representative’s Warrants, and any warrants underlying units issued to the Sponsor, initial shareholders, officers, directors or their affiliates in payment of Working Capital Loans made to the Company), in whole and not in part, at a price of USD$
| ● | at any time while the warrants are exercisable, | |
| ● | upon not less than |
| ● | if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $ | |
| ● | if, and only if, there is a current registration statement in effect with respect to the issuance of the Class A ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day until the date of redemption. |
The Penny Warrants
In December 2025, the operational triggers required to ever issue those specific Penny Warrants were completely removed, because the Confidential Settlement and Release Agreement permanently terminated the ELOC facility and released both parties from future draw downs. Therefore, the contingent liability for the Penny Warrants was legally distinguished and zeroed out.
Arena Ordinary Share Warrants
In connection with the closing of the Business Combination, the Company closed the private placement, pursuant to the private offering rules under the Securities Act of 1933, as amended (the “Securities Act”), of the Arena Warrants and Debentures pursuant to the Securities Purchase Agreement dated August 23, 2023 between the Company, AOI, EDOC, certain AOI subsidiaries and Arena Investors, LP (the “PIPE Investors”) and executed the Arena Transaction Documents including the
11. Lease liabilities and right-of-use assets
The Company’s leases include rental of a solar power system and plant space.
Lease liabilities are secured by the related leased assets.
Solar power system lease
The solar power system lease has a term commencing on October 31, 2015 through October 31, 2035.
19
Land lease
The Company leases land in Cootamundra, Australia, where the oilseed processing plant and ancillary buildings accommodating the equipment and facilities are located. The Cootamundra land lease has a term commencing on January 1, 2023 through March 31, 2026. Balances of the right-of use assets and lease liabilities are set forth on the accompanying statement of financial position.
The following table shows the remaining contractual maturities of the Company’s lease liabilities and the right-of-use assets as of December 31, 2025 and June 30, 2025:
| Right-of-use assets | Unaudited December 31, 2025 | Audited June 30, | ||||||
| At cost | $ | $ | ||||||
| Less accumulated amortization | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
| Unaudited December 31, 2025 | Audited June 30, | |||||||
| Lease liabilities | ||||||||
| Within 1 year (Current) | $ | $ | ||||||
| After 1 year but within 2 years | ||||||||
| After 2 years but within 5 years | ||||||||
| After 5 years | ||||||||
| Non-current | ||||||||
| Total | $ | $ | ||||||
12. Revenue
The Company derives its revenue principally from wholesale and retail sales of chemical free, non-GMO, sustainable edible oils and products derived from oilseeds. The Company derives revenue from the transfer of goods at a point in time.
| Six Months Ended December 31, (Unaudited) | ||||||||
| 2025 | 2024 | |||||||
| AUD$ | AUD$ | |||||||
| Wholesale oils | $ | $ | ||||||
| High protein meals | ||||||||
| Toll crushing service | - | |||||||
| Seeds | - | |||||||
| Other sales | ||||||||
| Retail oils | ||||||||
| Total revenues | $ | $ | ||||||
20
13. Cost of Sales
Six Months Ended (Unaudited)) | ||||||||
| 2025 | 2024 | |||||||
| AUD$ | AUD$ | |||||||
| Cost of finished goods | $ | $ | ||||||
| Cost of material | ||||||||
| Direct labor | ||||||||
| Freight and storage | ||||||||
| Depreciation | ||||||||
| Occupancy costs | ||||||||
| Repairs and maintenance | ||||||||
| Total cost of sales | $ | $ | ||||||
14. General and administrative expenses
Six Months Ended (Unaudited) | ||||||||
| 2025 | 2024 | |||||||
| AUD$ | AUD$ | |||||||
| Professional fees | $ | $ | ||||||
| Audit fee | ||||||||
| Employee costs | ||||||||
| Insurance | ||||||||
| Other expenses | ||||||||
| Subscriptions and dues | ||||||||
| Management fee | ||||||||
| Travel expenses | ||||||||
| Depreciation | ||||||||
| Technology costs | ||||||||
| Occupancy costs | ||||||||
| Security | ||||||||
| Utilities | ||||||||
| Total general and administrative expenses | $ | $ | ||||||
21
15. Selling and marketing expenses
Six Months Ended (Unaudited) | ||||||||
| 2025 | 2024 | |||||||
| AUD$ | AUD$ | |||||||
| Professional fees | $ | $ | ||||||
| Bad debts | $ | - | $ | |||||
| Advertising and marketing expenses | ||||||||
| Total selling and marketing expenses | $ | $ | ||||||
16.
Six Months Ended (Unaudited) | ||||||||
| 2025 | 2024 | |||||||
| AUD$ | AUD$ | |||||||
| Other income | $ | $ | ||||||
| Total other income | $ | $ | ||||||
17. Key management personnel compensation
Key management personnel remuneration included within expenses for the six months ended 31 December 2025 and 2024 is shown below:
Six Months Ended (Unaudited) | ||||||||
| 2025 | 2024 | |||||||
| AUD$ | AUD$ | |||||||
| Short-term employee benefits | $ | $ | ||||||
| Post-employment benefits | $ | $ | ||||||
| Total | $ | $ | ||||||
18. Finance Expenses
Six Months Ended (Unaudited) | ||||||||
| 2025 | 2024 | |||||||
| AUD$ | AUD$ | |||||||
| Amortization of debt discount | - | |||||||
| Commitment fee- Arena | - | |||||||
Realized and unrealized currency losses (gains) | ( | ) | ||||||
| Interest expense | ||||||||
| Total finance expenses | ||||||||
22
19. (Loss) per share
(a) Basic (loss) per share
Six Months Ended (Unaudited) | ||||||||
| 2025 | 2024 | |||||||
| AUD$ | ||||||||
| Total basic (loss) per share attributable to the ordinary equity holders of the company | ( | ) | ( | ) | ||||
(b) Diluted (loss) per share
Six Months Ended (Unaudited) | ||||||||
| 2025 | 2024 | |||||||
| AUD$ | ||||||||
| Total diluted (loss) per share attributable to the ordinary equity holders of the company | ( | ) | ( | ) | ||||
(c) Weighted average number of shares used as the denominator
Six Months Ended (Unaudited) | Six Months Ended (Unaudited) | |||||||
| Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share | ||||||||
| Adjustments for calculation of diluted earnings per share: | - | - | ||||||
| Amounts uncalled on partly paid shares and calls in arrears | - | - | ||||||
| Options | - | - | ||||||
| Deferred shares | - | - | ||||||
| Convertible notes and commitment fee shares | - | - | ||||||
| Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted earnings per share | ||||||||
20. Related Parties
(a) The Company’s main related parties are as follows:
Key management personnel — refer to Note 17.
Other related parties include close family members of key management personnel and entities that are controlled or significantly influenced by those key management personnel or their close family members and American Physicians, LLC, shareholders from the Sponsor of EDOC.
23
(b) Transactions with related parties.
The following transactions occurred with related parties:
For the six months ended December 31, 2025 and the year ended June 30, 2025 a related party loan is owed to JSKS Enterprises Pty Ltd., which is the trustee of Gary Seaton Family Trust, and interest rate charge is
For the six months ended December 31, 2025 and the year ended June 30, 2025 a related party loan is owed to Energreen Nutrition Australia Pty Ltd., which is controlled by Gary Seaton, and interest rate charge is
For the six months ended December 31, 2025 and the year ended June 30, 2025 the remaining related party loan relates to an interest free loan owed to CQ Oilseeds Pty Ltd.
| Purchases of Seed for the Six Months Ended December 31, 2025 | Purchases of Oils for the Six Months Ended December 31, 2025 | Sales of Meals/Oil for the Six Months Ended December 31, 2025 | Other Sales for the Six Months Ended December 31, 2025 | Management Fee for the Six Months Ended December 31, 2025 | Lease for the Six Months Ended December 31, 2025 | |||||||||||||||||||
| AUD$ | AUD$ | AUD$ | AUD$ | AUD$ | AUD$ | |||||||||||||||||||
| Related parties | ||||||||||||||||||||||||
| Energreen Nutrition Australia Pty Ltd | - | - | - | |||||||||||||||||||||
| Soon Soon Oilmills Sdn Bhd. * | - | - | - | - | - | |||||||||||||||||||
| Sunmania Pty Ltd. | - | - | - | - | ||||||||||||||||||||
| * |
| (a) | Loans to/from related parties |
The current loans are payable on demand, and the non-current loans have a maturity date which is more than 12 months from the date of December 31, 2025.
| Balance as of December 31, 2025 (Unaudited) | ||||||||||||
| Current | Non-current | Total | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| Due to related parties | ||||||||||||
| Energreen Nutrition Australia Pty Ltd. loan | ||||||||||||
| Sunmania Pty Ltd loan | - | |||||||||||
| Total due to related parties | ||||||||||||
| Due from related party | ||||||||||||
| Energreen Nutrition Australia Pty Ltd. loan receivable | - | |||||||||||
| Trade payable (related party) | ||||||||||||
| Energreen Nutrition Australia Pty Ltd. | - | |||||||||||
| Sunmania Pty Ltd | - | |||||||||||
| JSKS Enterprise Pty Ltd. | 612,127 | |||||||||||
| Soon Soon Oilmills | - | |||||||||||
| Total trade payable (related party) | - | |||||||||||
| Trade receivable (related party) | ||||||||||||
| Trade receivable- Energreen Nutrition | - | |||||||||||
| Trade receivable- Sunmania Pty Ltd | - | |||||||||||
| Total trade receivable(related party) | - | |||||||||||
24
The current loans are payable on demand and the non-current loans have a maturity date which is more than 12 months from the date of June 30, 2025.
| Balance as of June 30, 2025 | ||||||||||||
| Current | Non-current | Total | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| Due to related parties | ||||||||||||
| Energreen Nutrition Australia Pty Ltd. loan | ||||||||||||
| CQ Oilseeds Pty Ltd. loan | - | |||||||||||
| Sunmania Pty Ltd loan | ||||||||||||
| Total due to related parties | ||||||||||||
| Due from related party | ||||||||||||
| Energreen Nutrition-Related party loan receivable | - | |||||||||||
| Trade payable (related party) | ||||||||||||
| Energreen Nutrition Australia Pty Ltd. | - | |||||||||||
| Sunmania Pty Ltd | - | |||||||||||
| Soon Soon Oilmills | - | |||||||||||
| Total trade payable (related party) | - | |||||||||||
| Trade receivable (related party) | ||||||||||||
| Energreen Nutrition Australia Pty Ltd. | - | |||||||||||
| Sunmania Pty Ltd | - | |||||||||||
| Total trade receivable (related party) | - | |||||||||||
21. Subsequent Event
Management performed an evaluation of the Company’s activity through the date the financial statements were issued. noting the following subsequent events:
(a) PIPEs
The Company has utilized two critical Private Investment in Public Equity (PIPE) / private placement deals to inject fresh capital into its business. The combined gross cash infusion across both placements totaled US$
On January 29, 2026, the Company entered into a Securities Purchase Agreement for a private placement (PIPE) offering, raising up to US$
On March 25, 2026, the Company entered into a new Securities Purchase Agreement for a private placement that raised US$
(b) Share Purchase Agreement
On April 24, 2026, Company entered into a legally binding Share Purchase Agreement (SPA) to acquire
The gross consideration for the equity stake is US$
RentBuddyUK run automated rent guarantee and rental income stabilization solutions. Their platform operates primary commercial services tailored heavily toward international students, young professionals, self-employed individuals, and expatriates who lack traditional local credentials which still is a blank niche market.
From the acquisition, the company strategic intent to diversify business from agricultural processing into high-margin, property-related financial services with recurring revenue models.
25
Exhibit 99.2
Management’s Discussion and Analysis of Financial Condition and Results of Operations for the six months ended December 31, 2025
Results of Operations
The following selected consolidated financial data are derived from the unaudited financial statements of the Company for the six months ended December 31, 2025 and 2024 and should be read in conjunction with our consolidated financial statements, the related notes and the rest of the section of this Report entitled “Key Components of Consolidated Statements of Operations.” The historical results are not necessarily indicative of the results of future operations.
Cautionary Note Regarding Forward-Looking Statements
This report is being filed by the Company under Form 6-K with the U.S. Securities and Exchange Commission (the “SEC”) and includes a copy of Unaudited Condensed Consolidated Interim Financial Statements as of December 31, 2025 and for the six months ended December 31, 2025 and 2024 (this “Quarterly Report”), which contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events as of the date of this report. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” and “continue,” the negative of such terms or other similar expressions. Such statements include, but are not limited to, statements regarding possible business combinations and related financing transactions, as well as all other statements that are not statements of historical fact contained in this Quarterly Report. Factors that might cause or contribute to such a material discrepancy include, but are not limited to, those risk factors described in our other filings with the SEC, including our most recent annual report on Form 20-F and any subsequently filed reports. Except as expressly required by applicable U.S. federal securities law, we disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this report.
Company Overview
The Company is a Cayman Islands exempted company that, directly and indirectly through its subsidiaries, is focused on the manufacture and sale of chemical free, non-GMO, sustainable edible oils and products derived from oilseeds. The Company believes that transitioning from a fossil fuel economy to a renewable and chemical free economy is the solution to many health problems the world is facing presently. To that end, the Company is committed to working with suppliers and customers to eliminate chemicals from the edible oil production and manufacturing systems to supply quality products such as non-GMO oilseeds and organic and non-organic food-grade oils to customers globally. Over the past 20 years, Australian Oilseeds Investments Pty Ltd., an Australian proprietary company (“AOI”) has grown to be the largest cold pressing oil plant in Australia, pressing strictly GMO free conventional and organic oilseeds.
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Key Components of Consolidated Statements of Profit or Loss and Other Comprehensive Income
Revenue
Revenues consist of sales of edible oils, sales of protein meals and tolling revenue from oilseeds crushing activities. The Company’s edible oil sales comprise of two segments: sales of bulk oils to wholesalers who use it as food ingredients or white labeling; sales of packaged oils as the company’s own branding to major supermarket channels. Sales of protein meals are bulk sales and mainly distributed to local farmers and feedlots as protein supplements. Tolling revenue is the service charge fee of crushing oilseeds to produce edible oils and protein meals.
Cost of sales
Cost of sales consist of costs directly related to the manufacturing process of edible oils and protein meals. It includes the cost of materials which mainly consist of the procurement cost of non-GMO canola seeds, canola seeds freight and storage cost from the suppliers, direct labor in the factory plant, occupancy costs of energy consumption of manufacturing process, depreciation expense of the crushing plant and relevant equipment and vehicles, and repairs and maintenance.
General and Administrative expenses
General and administrative expenses primarily consist of personnel expenses, professional fees, occupancy costs, depreciation expense, insurance expense, management fees, office expenses, security expenses, travel expenses, staff training expenses, utilities expenses, and subscription and dues expenses.
Sales and marketing expenses
Sales and marketing expenses primarily consist of sales directors’ salaries and supermarket promotion activities.
Other income
Other income primarily consists of fuel tax credit and recovery cost of freight and overdue interest.
Finance expenses& loss on settlement of legacy costs
Finance expenses consist of interest paid related to bank loan and facility interest, related party loan interest and foreign exchange gain or loss, and loss on settlement of convertible note and promissory note. In addition, the Company decided to terminate the ELOC (Equity line of Credit) with ARENA (PIPE Investors) and as a result issued commitment fee shares amounting to AUD$ 1.86 million in this period.
Six Months Ended December 31, 2025 Compared to the Six Months Ended December 31, 2024
The following tables set forth our Consolidated Statements of Operations data for the periods presented:
| 2025 | 2024 | Change | % | |||||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||||||
| Revenue | 22,854,385 | 20,733,716 | 2,120,669 | 10.2 | % | |||||||||||
| Cost of sales | (20,792,870 | ) | (18,698,342 | ) | (2,094,528 | ) | 11.2 | % | ||||||||
| Gross profit | 2,061,515 | 2,035,374 | 26,141 | 1.2 | % | |||||||||||
| General and administrative expenses | (1,799,640 | ) | (1,971,844 | ) | 172,204 | (8.7 | )% | |||||||||
| Selling and marketing expenses | (172,752 | ) | (284,534 | ) | 111,782 | (39.3 | )% | |||||||||
| Other income | 34,750 | 63,529 | (28,779 | ) | (45.3 | )% | ||||||||||
| Operating Profit/(loss) | 123,873 | (157,475 | ) | 281,348 | 178.7 | % | ||||||||||
| Finance expenses | (2,213,974 | ) | (809,190 | ) | (1,404,784 | ) | 173.6 | % | ||||||||
| Loss on settlement of legacy costs | (394,810 | ) | - | (394,810 | ) | 100 | % | |||||||||
| Loss before income tax | (2,484,911 | ) | (966,665 | ) | (1,518,246 | ) | 157.1 | % | ||||||||
| Income tax expense | - | - | - | - | % | |||||||||||
| Loss for the period | (2,484,911 | ) | (966,665 | ) | (1,518,246 | ) | 157.1 | % | ||||||||
| Other comprehensive loss for the period, net of tax | - | - | - | - | ||||||||||||
| Total comprehensive loss | (2,484,911 | ) | (966,665 | ) | (1,518,246 | ) | 157.1 | % | ||||||||
| (Loss) Profit attributable to: | ||||||||||||||||
| Members of the parent entity | (2,493,237 | ) | (941,961 | ) | (1,551,276 | ) | 164.7 | % | ||||||||
| Non-controlling interest | 8,326 | (24,704 | ) | 33,030 | (133.7 | )% | ||||||||||
| Total Loss | (2,484,911 | ) | (966,665 | ) | (1,518,246 | ) | 157.1 | % | ||||||||
| Total comprehensive (loss)/income attributable to: | ||||||||||||||||
| Members of the parent entity | (2,493,237 | ) | (941,961 | ) | (1,551,276 | ) | 164.7 | % | ||||||||
| Non-controlling interest | 8,326 | (24,704 | ) | 33,030 | (133.7 | )% | ||||||||||
| Total | (2,484,911 | ) | (966,665 | ) | (1,518,246 | ) | 157.1 | % | ||||||||
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Revenue
| Six Months Ended December 31 (AUD) | ||||||||||||||||
| 2025 | 2024 | Change | Change % | |||||||||||||
| Total revenue | $ | 22,854,385 | $ | 20,733,716 | $ | 2,120,669 | 10.2 | % | ||||||||
Sales revenue increased by AUD$2.12 million or 10.2% to AUD$22.8 million for the six-month period ended on December 31, 2025, compared to AUD$20.7 million for the six-month period ended December 31, 2024, primarily due to increase in production capacity leading to increased sales.
The following table summarizes the Company’s revenues disaggregated by product category:
| Six Months Ended December 31 (AUD) | ||||||||||||||||
| 2025 | 2024 | Change | Change % | |||||||||||||
| Wholesale oils | $ | 7,586,475 | $ | 4,436,210 | $ | 3,150,265 | 71.0 | % | ||||||||
| High protein meals | 5,644,752 | 5,346,643 | 298,109 | 5.6 | % | |||||||||||
| Other sales | 252,260 | 68,416 | 183,844 | 268.7 | % | |||||||||||
| Retail oils | 9,370,898 | 10,882,447 | (1,511,549 | ) | (13.9 | )% | ||||||||||
| Total revenues | $ | 22,854,385 | $ | 20,733,716 | $ | 2,120,669 | 10.2 | % | ||||||||
Wholesale oil represented 33.1% of our revenue for the six months ended December 31, 2025, compared to 21.3% for the six months ended December 31, 2024, and increased AUD$3.1 million, as compared to the prior year. Retail oil represented 41.0% of our revenue for the six months ended December 31, 2025, compared to 52.4% for the six months ended December 31, 2024, and decreased AUD$1.5 million, as compared to the prior period. Wholesale sales increased primarily due to increased capacity and more quantity sold during the period, and retail sales reduced due to slowdown in local economy. High protein meals for the feed industry represented 24.7% of our revenue for the six months ended December 31, 2025, compared to 25.7% for the six months ended December 31, 2024, and increased AUD$0.3 million as compared to the prior period. The primary driver for the revenue increase in high protein meals for the six months ended December 31, 2025, compared to the previous period was an increase of production and increased quantity sold for meals during the period.
Cost of Sales
| Six Months Ended December 31, (AUD) | ||||||||||||||||
| 2025 | 2024 | Change | Change % | |||||||||||||
| Cost of finished goods | $ | 5,453,311 | $ | 4,337,709 | $ | 1,115,602 | 25.7 | % | ||||||||
| Cost of material | 12,134,739 | 11,229,280 | 905,459 | 8.1 | % | |||||||||||
| Direct labor | 882,158 | 1,147,406 | (265,248 | ) | (23.1 | )% | ||||||||||
| Freight and storage | 1,643,334 | 1,470,317 | 173,017 | 11.7 | % | |||||||||||
| Depreciation | 170,972 | 167,646 | 3,326 | 2.0 | % | |||||||||||
| Occupancy costs | 381,856 | 297,387 | 84,469 | 28.4 | % | |||||||||||
| Repairs and maintenance | 126,500 | 48,597 | 77,903 | 160.3 | % | |||||||||||
| Total cost of sales | $ | 20,792,870 | $ | 18,698,342 | $ | 2,094,528 | 11.2 | % | ||||||||
The cost of sales for the six months ended December 31, 2025 was AUD$20.8 million, an increase of AUD$2.09 million, or 11.2% as compared to the six months ended December 31, 2024. The primary reason for the increase was caused by cost of material (canola seed) and cost of finished goods due to increased production during the period, and labor cost decreased during the period. The cost component changed because of recognizing cost of finished goods when the oil products were sold in the retail market.
General and administrative expenses
| Six Months Ended December 31, (AUD) | ||||||||||||||||
| 2025 | 2024 | Change | Change % | |||||||||||||
| General and administrative expenses | $ | 1,799,640 | $ | 1,971,844 | $ | (172,204 | ) | (8.7 | )% | |||||||
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General and administrative expenses for the six months ended December 31, 2025 were AUD$1.8 million, decrease of AUD$0.2 million, or 8.7%, compared to the six months ended December 31, 2024. This decrease was primarily due to decrease in professional fees and audit fees during the period.
Selling and marketing expenses
| Six Months Ended December 31 (AUD) | ||||||||||||||||
| 2025 | 2024 | Change | Change % | |||||||||||||
| Selling and marketing expenses | $ | 172,752 | $ | 284,534 | $ | (111,782 | ) | (39.3 | )% | |||||||
Selling and marketing expenses for the six months ended December 31, 2025 were AUD$0.17 million, a decrease of AUD$0.1 million, or 39.2% compared to the six months ended December 31, 2024. This decrease was due to recognition of reduction in Marketing and professional fee for consultants based in USA.
Other Income
| Six Months Ended December 31 (AUD) | ||||||||||||||||
| 2025 | 2024 | Change | Change % | |||||||||||||
| Other income | $ | 34,750 | $ | 63,529 | $ | (28,779 | ) | (45.3 | )% | |||||||
Other income for the six months ended December 31, 2025 was AUD$0.03 million, a decrease of AUD$0.02 million, or 45.3% compared to the six months ended December 31, 2024. This decrease was primarily due to Interest charges to customers.
Finance expenses& loss on settlement of legacy costs
| Six Months Ended December 31 (AUD) | ||||||||||||||||
| 2025 | 2024 | Change | Change % | |||||||||||||
| Finance expenses | $ | 2,213,974 | $ | 809,190 | $ | 1,404,784 | 173.6 | % | ||||||||
| Loss on settlement of legacy costs | 394,810 | - | 394,810 | 100 | % | |||||||||||
Finance expenses increased by AUD$1.4 million or 173.6% to AUD$2.2 million for the six months ended December 31, 2025 compared to AUD$0.8 million for the six months ended on December 31, 2024, primarily due to the fact that the Company decided to terminate the ELOC (Equity line of Credit) with ARENA (PIPE Investors) and as a result issued commitment fee shares amounting to AUD$ 1.86 million. Loss on settlement of legacy costs loss on settlement of convertible note and promissory note.
Capital Resources and Compliance Assessment
The oilseed crushing industry is inherently subject to sharp agricultural harvesting cycles. To capitalize on the regional harvest window and secure a continuous, non-GMO, chemical-free feedstock pipeline for its expanding pressing facilities, the Company executed large-scale, bulk cash purchases of raw canola seeds from local growers.
The Company strategic front-loaded cash outlays for bulk agricultural feedstock temporarily trapped liquid resources within non-cash working capital (inventory) in the period.
This intensive outflow of cash represents a deliberate, front-loaded investment into inventory. By locking in high volumes of raw materials upfront, the Company prepared its manufacturing footprint for a projected multi- Hanel scale-up in downstream edible oil and protein meal sales.
To absorb this operational cash pressure during the inventory buildup phase, the Company actively attracts external capital injections. This includes drawdowns from its A$14 million commercial bank credit lines (utilizing the 120-day maximum trade advance facility specifically optimized for canola purchases) and gross cash inflows from sequential private placements (PIPE offerings). These financing cash inflows bridged the seasonal operational gap, ensuring the Company maintained compliance and sustained execution timelines while waiting for inventory conversion cycles to realize cash inflows through finished product sales.
Management monitors this baseline daily. The company has actively structured our recent equity-linked facilities.
The Company maintained equity of more than USD 2.5M as on 31st Dec 2025 Interim financials, also with recent two Private Investment in Public Equity (PIPE) inject totaled US$10,400,000 to provide sufficient operational funding support; Acquirement 51% of RentBuddyUK Limited (RentBuddyUK) will bring recurring cash flow to comprehensively improve the seasonal cash flow stress of agricultural enterprises, net assets will also increase with the asset investment (Details see Subsequent Events).
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