Annual report
Page 1
Proteomics International Laboratories Ltd Appendix 4E Preliminary final report 1. Company details Name of entity: Proteomics International Laboratories Ltd ACN: 169979971 Reporting period: For the year ended 30 June 2026 Previous period: For the year ended 30 June 2025 2. Results for announcement to the market $ Revenues from ordinary activities and other income up 3.0% to 3,613,680 Loss from ordinary activities after tax attributable to the owners of Proteomics International Laboratories Ltd up 5.5% to (8,559,685) Loss for the year attributable to the owners of Proteomics International Laboratories Ltd up 5.5% to (8,559,685) Dividends There were no dividends paid, recommended or declared during the current financial period. Comments The loss for the consolidated entity after providing for income tax and non - controlling interest amounted to $8,559,685 (30 June 2025: $8,114,797). 3. Net tangible assets Reporting period Previous period Cents Cents Net tangible assets per ordinary security 3.27 7.94 4. Control gained over entities Not applicable. 5. Loss of control over entities Not applicable. 6. Dividends Current period There were no dividends paid, recommended or declared during the current financial period. Previous period There were no dividends paid, recommended or declared during the previous financial period.
Page 2
Proteomics International Laboratories Ltd Appendix 4E Preliminary final report 7. Dividend reinvestment plans Not applicable. 8. Details of associates and joint venture entities Not applicable. 9. Foreign entities Details of origin of accounting standards used in compiling the report: Not applicable. 10. Audit qualification or review Details of audit/review dispute or qualification (if any): The financial statements have been audited and an unmodified opinion has been issued. 11. Attachments Details of attachments (if any): The Annual Report of Proteomics International Laboratories Ltd for the year ended 30 June 2026 is attached. 12. Signed Signed ___________________________ Date: 31 August 2026 James Williams Chair
Page 3
Annual Report FY2026 ASX: PIQ ACN: 169 979 971
Page 4
2 ASX: PIQ Proteomics International Laboratories Ltd is an Australian medical technology company developing and commercialising precision diagnostic blood tests based on proteomics. FY2026 was a year of transition and reset. The Company advanced its Promarker® portfolio, strengthened clinical and laboratory capability, expanded clinical evidence, and refined its commercial approach for the next stage of growth. Proteomics International enters FY2027 focused on translating its proteomics platform into clinically adopted diagnostics, sustainable commercial pathways, and long- term shareholder value. Cover image: The intricate and unique protein structures which carry the body’s biological instructions are now used in precision diagnostics. Proteomics International Laboratories Ltd Annual Report FY2026 3Go to contents page
Page 5
4 5 Contents 40 Executive team 42 Corporate Directory 43 Directors’ Report 57 Auditor’s Independence Declaration 58 Financial Statements 62 Notes to the Financial Statements 81 Consolidated Entity Disclosure 82 Directors’ Declaration 83 Independent Auditor’s Report 87 Shareholder Information 4 5 06 Overview and Purpose 08 FY2026 Highlights 12 Chairman and CEO Review 16 Strategic Framework for Execution 18 Execution Plan - The Next 3 Years 20 Portfolio 30 Financial and Operational Review 34 Governance, Risk and Sustainability 38 Board of Directors Acknowledgement of Country Proteomics International acknowledges the Whadjuk Noongar people as the Traditional Custodians of the land on which our headquarters and laboratories are located in Perth, Western Australia. We recognise and respect their continuing connection to land, waters, culture and community, and pay our respects to Elders past and present. We extend that respect to all Aboriginal and Torres Strait Islander peoples throughout Australia. Proteomics International Laboratories Ltd Annual Report FY2026
Page 6
6 7 Overview and Purpose Our purpose Proteomics International’s purpose is to improve patient outcomes by developing diagnostic tools that provide earlier answers and support better clinical decisions. Many diseases are detected only after symptoms emerge, damage occurs, or invasive procedures become necessary. Proteomics International’s tests are designed to provide objective biological information earlier in the care pathway. Promarker test results may assist clinicians to identify risk, prioritise referral, monitor patients, support intervention, and reduce uncertainty for patients and healthcare providers. Proteomics International Laboratories Ltd is an Australian medical technology company focused on precision diagnostics and specialist bioanalytical services. The Company specialises in proteomics, the large-scale study of proteins and their role in health and disease. Proteins are closely linked to biological function and disease activity. By measuring changes in protein expression, Proteomics International seeks to identify clinically relevant biomarkers that may support earlier prediction and earlier diagnosis, leading to more informed clinical decision-making. The Company’s proprietary Promarker® platform identifies protein “fingerprints” in blood samples and combines them with clinical data and algorithms to develop diagnostic tests. The platform is applied to diseases where existing clinical pathways are delayed, invasive, costly or inaccurate. FY2026 transition FY2026 was a year in which the Company moved from product development and initial market access activity toward a more disciplined commercial execution model. The Company progressed its diagnostic portfolio, strengthened its laboratory and quality systems, expanded evidence generation, reinforced its intellectual property portfolio, and refined its commercial priorities. Following a strategic and operational review, the Company suspended its direct-to- consumer (DTC) strategy, commenced the OxiDx strategic review, and completed an organisational restructure. The Company is now focused on targeted clinical adoption, controlled market introductions, distribution partnerships, laboratory readiness, and disciplined capital allocation. Who we are Proteomics International operates through two complementary activities. The precision diagnostics business is focused on developing, validating and commercialising proprietary blood-based diagnostic tests, led by the Promarker® portfolio. The analytical services business provides revenue-generating protein analysis, biomarker discovery and contract research services for industry and research customers. This business line supports the Company’s commercial base while creating opportunities for future diagnostic pipeline expansion through new biomarker insights, assay development, and strategic collaborations. The Company is headquartered in Perth, Western Australia, with regulated and accredited laboratories in Australia and the United States. Proteomics International Laboratories Ltd Annual Report FY2026 Proteomics International Laboratories Ltd Annual Report FY2026
Page 7
8 9 • Promarker®D progressed in the United States following launch activity at the 85th Scientific Sessions of the American Diabetes Association. • The next-generation Promarker®D test system was assigned a dedicated CPT PLA billing code by the American Medical Association, supporting ordering, billing, payer engagement, and future reimbursement activity. • US CMS established a price of USD390.75 for the new Promarker®D PLA code. This does not confer Medicare reimbursement, which requires a Molecular Diagnostics (MolDX) technical assessment and Local Coverage Determination (LCD). • Promarker®Eso was launched nationally in Australia on 18 September 2025 at the 21st ISDE World Congress for Esophageal Diseases. • The Company completed a strategic and operational review and subsequently suspended the direct-to-consumer model in Australia and the United States. • Subsequent to year end, the Company executed a national Australian distribution agreement with Healius (ASX: HLS) for the Promarker® portfolio, appointing Healius as exclusive Australian pathology distribution partner for an initial three-year term, with an option to extend for a further three years by mutual agreement. • The Healius agreement provides access to a national pathology network of more than 2,000 patient collection centres and established referrer relationships, FY2026 was a year of commercial execution, organisation transition and strengthening our operational model. Financial highlights • During FY2026, revenue from ordinary activities was $0.28 million, primarily comprising analytical services and licensing income. Including grant income, interest income and the Research and Development Tax Incentive, total revenue and other income was $3.61 million. The Group recorded a net loss after tax attributable to shareholders of $8.56 million as it continued investment in commercialisation activities, clinical development programs and laboratory capability expansion. • Net cash used in operating activities was $5.87 million. Cash and cash equivalents at 30 June 2026 were $3.50 million and net assets were $5.55 million. The Group recognised $2.17 million of Research and Development Tax Incentive income during the year and recorded an associated receivable of $2.00 million at year end. • No equity capital was raised during FY2026. The Company received $0.73 million from the exercise of listed options and performance rights during the year. No dividends were declared, recommended or paid during FY2026. Commercial highlights • Promarker®D was launched in Australia on 20 August 2025 at the Australian Diabetes Congress, following a pilot launch in WA and the Northern Territory. FY2026 Highlights while Proteomics International retains responsibility for testing, clinical reporting, scientific support, quality, and regulatory compliance. Portfolio highlights • Promarker®D advanced with release of a simplified next-generation immunoassay designed to align with routine pathology workflows. • Promarker®D performance metrics were published in The Journal of Applied Laboratory Medicine, and the clinical utility in Australia was published by The Internal Medicine Journal, and a further paper in the same journal documented the test’s performance in an Aboriginal and Australian First Nations demographic with diabetes. • Promarker®Eso clinical validation results were published in Diseases of the Esophagus journal and presented at the 21st ISDE World Congress for Esophageal Diseases. • The Company established a Clinical Advisory Board for Promarker®Eso to support clinical engagement and commercial readiness. • Promarker®Endo continued refinement of algorithm, assay development, and lab protocol. • Promarker®Endo secured a $500,000 Western Australian Government commercialisation grant to assist regulatory engagement, marketing, and partnership development. • Post period, Proteomics International announced issuance of the US and Australian patents for Promarker®Endo. • OxiDx was supported by a peer-reviewed publication in the journal Animals detailing the beneficial monitoring of oxidative stress in race horses to improve training efficacy and reduce risk of race injury. 9Back to contents page
Page 8
10 Laboratory and quality highlights • Proteomics International achieved NATA accreditation (ISO 15189 certification) for its Australian laboratory operations. • ISO 15189 certification supports the clinical use of the Company’s laboratory-developed tests and confirms that laboratory systems, processes, and technical competence meet recognised medical testing requirements. The formal TGA-NATA Memorandum of Understanding ensures coordinated oversight and recognition without regulatory gaps. • The Company opened its Australian Diagnostics Facility within its ISO15189- accredited laboratory in November 2025. • The upgraded Australian facility includes high-throughput mass spectrometry systems capable of analysing one sample per second. The Promarker®D and Promarker®Eso assays are optimised on automated robotic platforms. • The Company’s United States reference laboratory in Irvine, California received accreditation from the College of American Pathologists (CAP). • CAP accreditation highlights the Company’s United States laboratory dedication to quality and complements its existing CLIA certificate of registration and California Clinical and Public Health Laboratory Licence. • The Company commissioned a precision diagnostics mass spectrometry platform in its United States laboratory, supporting future work to establish Promarker®Eso in that market, subject to technical, regulatory, reimbursement, and commercial readiness. Organisation highlights • David Morris was appointed Chief Executive Officer and Managing Director effective 19 January 2026. • Dr Richard Lipscombe retired from executive and director roles on 23 February 2026 after 25 years of leadership as Co- Founder and Managing Director. • Vicki Robinson was appointed as an independent Non-Executive Director. • Tim Luscombe was appointed as an outsourced Chief Financial Officer in addition to his existing role as Company Secretary. • Neville Gardiner retired from the Board effective 17 April 2026. • The Company completed an organisational restructure in April 2026 to improve execution discipline and to align the organisation to focus on commercial priorities. Approximately 25% of positions (representing nine roles) were made redundant, with the restructure expected to deliver annualised cost savings of more than $1 million. Proteomics International Laboratories Ltd Annual Report FY2026 11Back to contents page
Page 9
12 FY2026 was a defining year for Proteomics International. The Company entered the year with a strong scientific platform, accredited laboratory capability, and a portfolio of diagnostic tests progressing toward commercialisation. During the year, it became clear that the next stage of value creation required greater focus on commercial execution, scientific excellence, a stronger operating model, and more disciplined capital allocation. Chairman & Chief Executive Officer Review Strategic and operational reset For more than two decades, the Company has built expertise in proteomics, biomarker discovery, and diagnostic development. That scientific foundation remains the source of the Company’s opportunity. The challenge now is to convert that foundation into adopted tests, sustainable revenue, and long-term shareholder value. During FY2026, the board and management completed a strategic and operational review. The review confirmed the strength of the Promarker® platform and the relevance of the Company’s diagnostic portfolio. It also confirmed that the business will focus primarily on activities supporting adoption. Following the review, the Company terminated the direct-to- consumer model in Australia and the United States. Initial launch activity for Promarker®D and Promarker®Eso provided useful learnings across patient access, general practitioner referral workflows, blood collection logistics, and laboratory operations. The Company will now place greater emphasis on targeted clinician adoption, controlled market introduction, distribution partnerships, and capital-efficient commercial pathways. “ and departed, and acknowledges the professionalism of the team through a period of significant change. The Company is building a culture that is commercially focused and combines scientific excellence with accountability, quality, collaboration, and disciplined execution. Portfolio progress The Promarker® portfolio made meaningful progress during the year. Promarker®D was launched nationally in Australia at the Australian Diabetes Congress and introduced in the United States (US) at the American Diabetes Association annual meeting in late June 2025. The clinical results for this next-generation immunoassay test system were published in The Journal of Applied Laboratory Medicine. The test was assigned a CPT PLA billing code by the American Medical Association. These milestones support clinical credibility, pathology workflow, and a clear but long path for reimbursement in the US. Promarker®Eso was launched nationally in September and was supported by peer- reviewed validation published in Diseases of the Esophagus and presented at the 21st Organisation transition An important step in this transition was the appointment of David Morris as Chief Executive Officer and Managing Director in January 2026. David brings extensive global healthcare and medical technology experience, including leadership roles in medical devices, diagnostics, and life sciences. His appointment reflects the Company’s sharpened focus on commercial growth, market entry, product launch discipline, and international expansion. We acknowledge the contribution of Dr Richard Lipscombe, who retired as Founder, Chief Executive Officer and Managing Director during the year. Richard’s leadership established the scientific capability and technology platform on which the Company is now building its next phase. On behalf of the Board, we thank him for his contribution over 25 years. The organisation was also restructured to improve execution discipline and align the organisation with its commercial priorities. Approximately 25% of positions were made redundant, resulting in annualised savings of more than $1 million. The Board recognises the impact of the restructure on employees, both continuing Dr James Williams Chairman David Morris Chief Executive Officer & Managing Director Proteomics International Laboratories Ltd Annual Report FY2026 13Back to contents page
Page 10
14 ISDE World Congress. The establishment of a Clinical Advisory Board comprised of globally recognised experts in esophageal medicine also strengthened specialist engagement for the program. Promarker®Endo continued to progress assay refinement and clinical validation. The Company expanded collaborations with medical and research institutions and confirmed that initial launch planning will focus on Australia through a controlled market introduction, subject to clinical readiness. OxiDx was supported by a Chinese patent and a peer-reviewed published scientific evidence of the importance of monitoring oxidative stress to improve race horse training and to reduce the risk of race day injury. During the period, the Company commenced a strategic review of OxiDx to determine the appropriate pathway for the platform. Future investment will depend on evidence, commercial feasibility, partner interest, development risk, and capital. Commercial pathway Subsequent to year end, the Company executed a national Australian distribution agreement with Healius for the Promarker® portfolio. Healius has been appointed exclusive Australian pathology distribution partner for an initial three-year term, with an option to extend for a further three years by mutual agreement. The agreement provides access to Healius’ national pathology network, including more than 2,000 patient collection centres and established referrer relationships. Proteomics International will continue to perform testing through its accredited laboratory infrastructure and provide clinical reporting, scientific support, quality, and regulatory oversight. This agreement provides a national distribution pathway for the Promarker® portfolio and reflects the Company’s preferred Australian commercialisation model: focusing on product quality, laboratory delivery, and clinical reporting, while leveraging established pathology infrastructure for specimen collection, distribution, and market access. Implementation activities are expected to occur in a phased manner during FY2027. Commercial outcomes remain subject to implementation timing, clinician adoption, patient utilisation, reimbursement pathways, regulatory requirements where applicable, and market conditions. Laboratory and quality foundations During the year, the Company advanced its laboratory platform. Obtaining NATA accreditation to ISO 15189 for Australian laboratory operations provides an important foundation for clinical testing. The opening of the Australian Precision Diagnostics Facility added high-throughput mass spectrometry capability and automated immunoassay capacity. In the United States, the Company’s reference laboratory received College of American Pathologists (CAP) accreditation. The laboratory also commissioned a mass spectrometry platform to strengthen its capabilities for future commercial activity. Laboratory quality remains central to the Company’s commercial strategy. Clinicians, partners, regulators, and payers require confidence that tests are performed under robust quality systems and that reports are reliable, consistent, and clinically useful. Financial discipline Cash management and capital discipline were central priorities during FY2026. the USA, preserving laboratory quality, and maintaining capital discipline. The Board is confident in the long-term opportunity for the Company, while recognising that the timing and scale of adoption remain uncertain. The Company will continue to communicate progress in accordance with its continuous disclosure obligations and will manage investment carefully against available capital and commercial priorities. We thank our employees for their professionalism during a year of significant change. We welcome Vicki Robinson to the board as a non-executive director; we also extend our gratitude to Neville Gardiner, who retired as a Director during the year. We also thank our clinical collaborators, research partners, commercial partners, shareholders, and advisers for their continued support. Proteomics International remains focused on improving patient outcomes through earlier and more precise diagnostics, while building a sustainable business capable of creating long-term shareholder value. The Company received an R&D tax incentive of $2.241 million and ended the June 2026 full-year with cash and cash equivalents of $3.50 million. Future investment will continue to be assessed against clinical evidence, product readiness, commercial opportunity, funding requirements, and expected shareholder value. Outlook The Board recognises that commercialising innovative diagnostics is complex. Scientific and clinical performance alone are not enough. Adoption requires clinician confidence, workflow integration, quality systems, reimbursement, market access, partner execution, laboratory reliability, and continued access to capital. The work completed during FY2026 has strengthened the foundations required for this next phase. The Company now has a clearer strategy, a more focused organisation, stronger laboratory capability, and a commercial model directed toward disciplined execution. FY2027 will be focused on implementation. Management priorities include refining go- to-market strategies for Promarker®D and Promarker®Eso, and preparing Promarker®Endo for controlled market introduction in Australia, implementing the Healius distribution agreement, progressing market access and reimbursement activities in Australia and Dr James Williams Chairman David Morris Chief Executive Officer & Managing Director Proteomics International Laboratories Ltd Annual Report FY2026 15Back to contents page
Page 11
16 Strategic Framework for Execution Our company objectives create a framework aligning strategy with execution, focusing on areas of commercial execution, innovation, operations, and organisational capabilities to deliver lasting value for patients, partners, and investors. Proteomics International is entering a defining phase in its evolution: the disciplined transition from research-led discovery to commercial execution. The Company brings together deep proteomics expertise, accredited laboratory operations, and a growing portfolio of clinically validated diagnostic solutions designed to address high-burden and underdiagnosed diseases. DRIVE COMMERCIAL EXECUTION • Transform clinically validated diagnostics into a scalable business model • Establish distributor led market access in Australia and the USA • Promote adoption via phased market launches • Integrate tests into routine clinical practice • Secure reimbursement and payer coverage with robust evidence INNOVATE PORTFOLIO • Develop products with strong commercial and reimbursement potential • Conduct biomarker research based on clear clinical needs • Maintain strict scientific and clinical standards • Produce dependable clinical and economic evidence • Ensure robust intellectual property portfolio OPTIMISE OPERATIONS • Deliver dependable test access with scalable, consistent service • Implement standardised systems and workflows • Expand laboratory operations in response to demand • Increase efficiency in turnaround times and throughput • Strengthen quality control and regulatory compliance DELIVER SUSTAINABLE VALUE • Prioritise growing revenue and sustainable profit margins • Maintain capital efficiency alongside rigorous cost control • Adopt a proactive approach to risk management • Develop strategic growth options through partnerships to drive expansion • Increase long term shareholder value • Establish a clear structure, roles and responsibilities • Strengthen leadership capabilities • Attract and retain key technical and commercial talent • Embed disciplined performance management • Foster a culture centred on commercialisation, execution, quality, and compliance BUILD ORGANISATION CAPABILITIES Proteomics International Laboratories Ltd Annual Report FY2026 17Back to contents page
Page 12
18 • Advanced laboratory processes, quality systems, and information systems in Australia • Appointed distributor partner in Australia • Commence phased, controlled market releases in Australia • Develop reimbursement strategy for Australia and the USA • Finalise PromarkerEndo assay refinement and clinical validation Execution Plan The Next 3 Years Our strategic roadmap outlines the three-year plan focused on commercialisation, fostering innovation, scaling processes and infrastructure, and enhancing our capabilities to achieve sustainable long term value. In the years ahead, success will be measured by the Company’s ability to convert its proteomics platform into widely adopted diagnostic solutions that help clinicians identify disease earlier, guide treatment more effectively, and reduce the burden on patients and health systems. RESET FY26 H2 ACCESS FY27 H1 ADVANCE FY27 H2 • Appoint distributor partners in the USA • Establish Proteomics team in the USA • Optimise test turnaround times, reporting, and customer experience • Prepare reimbursement dossiers and commence submissions for Australia and USA • Maintain and build investor confidence through achievement of milestones ACHIEVE FY29 • Enhance distributor performance management • Expand product portfolio pipeline • Streamline laboratory and commercial operations • Improve operating leverage • Develop strategic growth options to drive product and geographic expansion ACCELERATE FY28 • Broaden distributor network coverage • Increase awareness and test utilisation across clinical indications • Expand laboratory capacity and support functions in line with demand • Manage reimbursement submissions and engagement processes • Publish clinical utility and health economic evidence to support adoption and reimbursement • Discontinued the DTC business model • Engaged with potential distribution partners in Australia and the USA • Continued Promarker Endo assay refinement and clinical validation • Continued refinement of PromarkerEso assay and streamlined lab protocols • Restructured the leadership team and organisation • Commenced the OxiDX strategic review • Reviewed IP portfolio Proteomics International Laboratories Ltd Annual Report FY2026 19Back to contents page
Page 13
20 Portfolio Proteomics International’s portfolio is built from a common proteomics platform and focused on diseases where earlier, objective biological information may improve clinical decision- making. The Company’s immediate priority is the Promarker® portfolio. Promarker®D, Promarker®Eso, and Promarker®Endo each target a significant clinical need and are being advanced through evidence generation, laboratory readiness, market access planning, and commercial implementation. Market potential We have assessed the market opportunities for our three primary tests in both Australia and the United States. Our analysis indicates that the serviceable obtainable market opportunity is substantial, offering significant growth potential. The Company uses Total Addressable Market (TAM), Serviceable Available Market (SAM), and Serviceable Obtainable Market (SOM). Actual adoption will depend on clinical validation, clinician acceptance, reimbursement, health economic evidence, workflow integration, partner execution, pricing, funding availability, and market conditions. Market potential USA – annual test volumes (‘000) PromarkerEndo PromarkerEso PromarkerD 360 240 390 1,200 960 2,600 1,500 1,400 4,400 0 1,000 3,000 4,0002,000 Market potential Australia – annual test volumes (‘000) PromarkerEndo PromarkerEso PromarkerD 150 50 15 20 100 60 115 130 90 195 0 50 200100 Definitions: Total Addressable Market (TAM) assumes unconstrained access and reimbursement. Serviceable Available Market (SAM) considers challenges associated with pathway, workflow, and reimbursement. Serviceable Obtainable Market (SOM) reflects realistic medium-term commercial penetration opportunities. 1. PromarkerD assumptions: T2D patients in active care, pre-advanced CKD. Tested once every 4 years. 65% of diagnosed T2D addressable. SAM 60% of TAM; SOM 15% of SAM. 2. PromarkerEso assumptions: Chronic reflux patients with appropriate risk factors. Tested once every 3 years. 15% of managed reflux patients. SAM 70% of TAM; SOM 25% of SAM. 3. PromarkerEndo assumptions: Reproductive-age women (15–49) with suspected endometriosis. Tested once per clinical work-up. 10% prevalence; 55% undiagnosed; 35% enter active work-up annually. SAM 80% of TAM; SOM 30% of SAM. TAM SAM SOM TAM SAM SOM Sources: Population data from ABS and U.S. Census Bureau 2025 estimates. Promarker D: AIHW/NDSS (AU); U.S. Census Bureau/CDC (US). Promarker Eso: AIHW/RACGP (AU); NIDDK/U.S. reflux studies (US). Promarker Endo: ABS/AIHW (AU); U.S. Census Bureau/women’s health literature (US). Proteomics International Laboratories Ltd Annual Report FY2026 21Back to contents page
Page 14
22 Promarker®D is a blood test designed to predict the onset of diabetes-related chronic kidney disease up to four years before symptoms appear. Risk becomes visible • Routine diabetes testing flags CKD risk • Earlier insight supports monitoring and prevention Earlier prognostic insight • Blood-based triage added to routine diabetes care • Flags risk up to four years before damage Care starts sooner • High-risk patients prioritised for therapy and monitoring • Low-risk patients may avoid unnecessary escalation CKD remains hidden • CKD can progress silently in type 2 diabetes • Symptoms may appear after significant kidney damage Diagnosis follows damage • eGFR and uACR confirm damage after it occurs • Irreversible damage may already be present Care intensifies late • Treatment escalates after CKD is confirmed • Late-stage care may require dialysis or transplant Current standard of care Patient journey Economic burden (SoC) 5–15 years silent CKD vs up to 4 yrs early risk insight Outcomes ~1 in 2 T2D patients develop CKD vs routine GP test triage Monitoring CKD A$3K - $4K pa, Dialysis ~A$50K to A$85K pa Sources: National Kidney Foundation; CDC; KDIGO 2024 CKD Guideline; Peters et al. (2019); NICE MIB312 (2022); Fusfeld et al. (2022); AIHW Chronic Kidney Disease: Australian Facts; Essue et al., BMC Nephrology (2013); Randall et al., BMC Health Services Research (2024). Chronic kidney disease (CKD) is a serious complication of diabetes and a major cause of end-stage renal disease. Promarker®D is intended to provide earlier risk information that may support proactive management, closer monitoring, and earlier clinical intervention. The next-generation Promarker®D test system is a high-throughput immunoassay designed to align with routine pathology workflows. The test system measures two plasma protein biomarkers, ApoA4 and CD5L, together with age and estimated glomerular filtration rate (eGFR), to generate a personalised CKD risk score. During FY2026, Promarker®D advanced through publication of next-generation test system performance metrics in The Journal of Applied Laboratory Medicine, two papers (Australian clinical utility and application in Australian First Nations people) published in the Internal Medicine Journal, and receipt of a dedicated CPT PLA code from the American Medical Association. These developments support clinical credibility, ordering, billing, and payer engagement. Promarker®D has an estimated SOM of approximately 20,000 annual testing opportunities in Australia and 390,000 annual testing opportunities in the United States. Promarker®D will focus on targeted clinical adoption, distribution opportunities, and disciplined commercial execution. Patient journey Chronic Kidney Disease 22 Proteomics International Laboratories Ltd Annual Report FY2026 23Back to contents page Proteomics International Laboratories Ltd Annual Report FY2026 23Back to contents page
Page 15
24 Promarker®Eso is a blood test for patients with chronic reflux, designed to detect protein changes associated with oesophageal adenocarcinoma (oesophageal cancer) risk. 24 Chronic reflux is common, often leading to a clinical condition called Gastric Oesophageal Reflux Disease (GORD), however a subset of patients progress to Barrett’s oesophagus or oesophageal adenocarcinoma – more serious complications of chronic reflux or GORD. Current assessment relies on endoscopy. Promarker®Eso is intended to support risk assessment and triage by providing objective biomarker information that may assist clinicians in determining which GORD patients require further investigation, including endoscopy. During FY2026, Promarker®Eso clinical validation results were published in Diseases of the Esophagus journal and presented at the 21st ISDE World Congress for Esophageal Diseases. The Company also established a Clinical Advisory Board to support clinical engagement and commercial readiness. Promarker®Eso testing is performed in Proteomics International’s ISO 15189-certified laboratory. The Company has also commissioned mass spectrometry capability in its United States reference laboratory to support establishment of Promarker®Eso for future US commercial activity. Promarker®Eso has an estimated SOM of approximately 15,000 annual testing opportunities in Australia and 240,000 annual testing opportunities in the United States. Promarker®Eso will focus on targeted clinical adoption, distribution opportunities, and disciplined commercial execution. Sources: Sheahan et al., Proteomes (2025); Wani et al., Gastroenterology (2025); Pilonis et al., Lancet Oncology (2022); Holmberg et al., eClinicalMedicine (2023); Medical Costs Finder & CostDoc, Endoscopy Cost (2026). Oesophageal Cancer Current standard of care Outcomes Measurable risk insight • Blood test indicated for appropriate chronic reflux patients • Risk information added to routine clinical management Earlier risk stratification • Blood-based triage supports referral decisions • No sedation, scheduling or time off work Targeted care decisions • Low-risk patients continue GP led reflux care • High-risk patients prioritised for endoscopy review Routine symptom management • Chronic reflux managed with medication • Referral after repeat GP/PPI therapy management Endoscopy led evaluation • Specialist referral adds time, cost and anxiety • Endoscopy requires sedation and time off work Broad surveillance pathway • Similar surveillance for low-and high-risk patients • Late detection remains a recognised shortcoming endoscopy 1–3+ years repeat management Vs blood-test triage in weeks Endoscopy pathway Vs lower-burden triage Endoscopy cost A$500 to A$2,500 every 2 to 3 years Patient journey Economic burden (SoC) Patient journey Proteomics International Laboratories Ltd Annual Report FY2026 25Back to contents page
Page 16
26 Promarker®Endo is a blood test being developed to assist in the diagnosis of endometriosis. Sources: AIHW Endometriosis in Australia (2023); Nnoaham et al., American Journal of Obstetrics & Gynecology (2019); Crump et al., AJGP (2024); ESHRE Guideline (2022); RANZCOG Endometriosis Guideline (2024); Armour et al., PLOS One (2019); Schoeman et al., Human Reproduction (2025). Endometriosis affects approximately one in ten females worldwide and is associated with chronic pelvic pain, painful periods, infertility, and reduced quality of life. Current diagnostic pathways can involve years of symptoms, repeated consultations, imaging, specialist referral, and laparoscopy where clinically appropriate. The average diagnostic delay of the condition is approximately seven years. Promarker®Endo is intended to provide objective biomarker information earlier in the diagnostic pathway. It is intended to assist clinicians in assessing disease likelihood, supporting referral decisions, and informing clinical management. During FY2026, we continued Promarker®Endo assay refinement and clinical validation through Endometriosis Current standard of care Outcomes Symptoms Assessed objectively • Objective blood-test risk insight • Fewer repeat consultations Often normalised • Pelvic pain and fatigue may be normalised • Multiple consultations Earlier risk stratification • Blood-based triage guides referrals • Clarity in weeks, not years Diagnosis takes years • GP, imaging and specialist review before confirmation • 4–11 yrs to diagnosis; including imaging, and laparoscopy Risk-guided intervention • Earlier referral for at-risk patients • Treatment focused on likely benefit Care escalates late • No definitive care pathway • Delayed care adds pain, fertility risk and quality of life burden 4–11 years Vs weeks Imaging and laparoscopy Vs blood-test triage Average cost per patient is A$3K to $5K pa, plus significant cost of lost productivity Patient journey Patient journey Economic burden (SoC) expanded collaboration with leading medical and research institutions. Promarker®Endo secured a $500,000 Western Australian Government commercialisation grant to assist regulatory engagement, marketing, and partnership development. Promarker®Endo has an estimated SOM of approximately 50,000 annual testing opportunities in Australia and 360,000 annual testing opportunities in the United States. Promarker®Endo will focus on assay refinement, clinical validation, and market adoption. Proteomics International Laboratories Ltd Annual Report FY2026 27 Back to contents page
Page 17
28 Unlike the Promarker® tests, OxiDx is not currently focused on a single disease-specific diagnostic pathway. Potential applications may include specialised medical, athletic (particularly “elite”) performance, and equine performance optimisation and recovery monitoring, where oxidative stress may support decision-making or more advanced monitoring. Based on current elite athlete monitoring assumptions, OxiDx has an estimated SOM of approximately 60,000 annual tests in Australia and 1.2 million annual tests in the United States. These estimates exclude potential equine market opportunities. The SOM test numbers are not forecasts. During the period, the Company commenced a strategic review of OxiDx to determine the appropriate pathway for the platform. Future investment will depend on clinical evidence, commercial feasibility, partner interest, development risk, and capital. The Company’s immediate commercial activities remain focused on the Promarker® portfolio. Oxidative Stress OxiDx is a proprietary platform for measuring oxidative stress. 29Back to contents page
Page 18
30 Financial and Operational Review pathology request forms, blood collection logistics, sample handling, digital marketing, and laboratory testing. Following the strategic review, the Company terminated the direct-to-consumer model in Australia and the United States. Future commercial activity will place greater emphasis on targeted clinical adoption, controlled market introduction, distribution partners, and integration with healthcare workflows. The Company engaged with potential distribution partners in Australia and the United States during FY2026. Subsequent to year end, Proteomics International entered into a national Australian distribution agreement with Healius for the Promarker® portfolio. Healius has been appointed exclusive Australian pathology distribution partner for an initial three-year term, with an option to extend for a further three years by mutual agreement. Under the agreement, Proteomics International will continue to perform testing through its accredited laboratory infrastructure and provide clinical reporting, while Healius will use its pathology distribution infrastructure FY2026 was a year of transformation, marking the shift from research-led exploration to disciplined, commercially focused execution. to support specimen collection, pathology distribution, and market access across Australia. The agreement provides access to more than 2,000 patient collection centres and established relationships with general practitioners, specialists, hospitals, and other healthcare providers. Implementation activities include operational integration, information technology integration, laboratory workflow implementation, clinician education and engagement, market access planning, and commercial launch preparation. Commercial rollout is expected to occur progressively during FY2027 following completion of implementation activities. The agreement is intended to support national access to the Promarker® portfolio through existing pathology collection and distribution infrastructure without requiring Proteomics International to establish its own national specimen collection network. Commercial outcomes remain subject to implementation timing, clinician adoption, patient utilisation, reimbursement pathways, regulatory approvals where applicable, and market conditions. development, clinical validation, market development and laboratory infrastructure. Cash and cash equivalents at 30 June 2026 were $3.50 million, with net assets of $5.55 million. Consistent with prior years, no dividend was declared or paid, and no dividend is expected to be declared while the Company remains focused on funding product development, commercialisation activities and long-term growth opportunities. The Board continues to prioritise disciplined capital allocation. Investment is directed toward activities that support commercial readiness, laboratory capability, clinical evidence, quality systems, and portfolio development. No dividend is expected to be declared while the Company remains focused on investing in product development, commercialisation and long-term growth. Commercial execution Promarker®D and Promarker®Eso were made available nationally in Australia during FY2026. These launch activities provided operational learnings across patient access, clinician referral, Proteomics International continued to invest in product development, laboratory capability, clinical evidence, and commercial readiness. At the same time, the Company completed a strategic and operational review to sharpen priorities, improve accountability, reduce costs, and strengthen capital discipline. The Company’s operating activities remained aligned with three strategic areas: commercialisation of its precision diagnostics pipeline, development of diagnostic tests, and specialist accredited analytical services. Financial performance Revenue from ordinary activities was $0.28 million and total revenue and other income increased to $3.61 million, supported by grant funding, interest income and a $2.17 million R&D Tax Incentive. The Company continued to invest in commercialisation activities and long- term growth initiatives while progressing its diagnostic portfolio. The Group reported a net loss after tax attributable to shareholders of $8.56 million and an operating cash outflow of $5.87 million, reflecting ongoing investment in product Proteomics International Laboratories Ltd Annual Report FY2026 31Back to contents page
Page 19
32 developed tests and confirms that the Company’s laboratory systems, processes, and technical competence meet recognised medical testing requirements. A formal TGA- NATA Memorandum of Understanding ensures coordinated oversight and mutual recognition without regulatory gaps. The Australian Precision Diagnostics Facility was opened in November 2025. The upgraded facility includes high-throughput mass spectrometry systems capable of analysing one sample per second for Promarker®Endo and Promarker®Eso, and a standalone automated robot for the Promarker®D immunoassay, capable of analysing blood samples from start to finish without human intervention. In the United States, the Company’s reference laboratory received College of America Pathologists (CAP) accreditation. CAP accreditation strengthens the Company’s US quality platform and complements the existing CLIA certificate of registration and California Clinical and Public Health Laboratory Licence. The US laboratory commissioned a new mass spectrometry platform that underpins the commercialisation of the Promarker® suite in the US. This equipment extends the laboratory’s existing immunoassay capability and supports work to establish Promarker®Eso and Promarker®Endo for future US market activity. FY2026 executive transition David Morris was appointed Chief Executive Officer and Managing Director, effective 19 January 2026. Vicki Robinson was appointed as an independent Non-Executive Director. Dr Richard Lipscombe retired from executive and director roles after 25 years of leadership. Tim Luscombe was appointed as outsourced Chief Financial Officer in addition to his Company Secretary role. Market access and reimbursement Reimbursement remains a critical requirement for broad adoption. In Australia, commercial activity may initially involve private-pay or alternative access pathways while evidence is developed for future reimbursement. Public reimbursement will require appropriate evidence and assessment, including a formal Medical Services Advisory Committee (MSAC) review and Medicare Benefits Schedule (MBS) listing. In the United States (US), reimbursement is decentralised and may involve private payers, institutional customers, health systems, and Centers for Medicare and Medicaid Services (CMS). Promarker®D has received a CPT PLA code, supporting billing and payer engagement. Private insurer coverage and billing engagement has commenced, with individual payer coverage determinations subject to extensive reviews and negotiations including the test’s published clinical utility and economic health benefit. The Company expects reimbursement to progress product- by-product and market-by-market. Outcomes are not assured. Controlled market introduction The Company expects controlled market introduction to play an important role in future launches. A controlled market introduction allows testing of operational readiness, clinical workflows, sample collection, reporting, customer experience, and laboratory throughput before broader rollout. It also supports collection of real-world feedback and evidence. This staged approach is intended to reduce risk, preserve capital, and support quality as the Company moves to commercial adoption. The Company completed an organisational restructure during the March 2026 quarter. The organisational restructure was required to improve organisational effectiveness and to realign the Company focus on commercial activities. Approximately 25% of positions, representing nine roles, were made redundant. This restructure is expected to deliver annualised cost savings in excess of $1 million. Operating position Proteomics International enters FY2027 with a more focused organisation, stronger operating foundations, and a clearer commercial pathway. The key operating priorities are to prepare Promarker®Endo for controlled market introduction, implement the Healius distribution agreement, continue clinical evidence generation, progress reimbursement in Australia and the USA, appoint distribution partners in the USA, prudently manage capital, and optimise laboratory operations. The timing and scale of future revenue remain uncertain and will depend on clinical adoption, workflow integration, reimbursement, partner execution, pricing, market conditions, and funding availability. Scientific and clinical progress Evidence generation continued across the portfolio. Promarker®D advanced with release of a simplified next-generation immunoassay designed to align with routine pathology workflows. The test’s performance metrics were published in The Journal of Applied Laboratory Medicine and presented as a Late Breaking Abstract at the American Diabetes Association Scientific Sessions. The clinical utility of Promarker®D for CKD prevention (T2D) in Australia was confirmed by an Internal Medicine Journal publication, and a further paper in the same journal documented the clear applicability and value of Promarker®D for Aboriginal Australian’s people with diabetes. Promarker®Eso clinical validation results were published in Diseases of the Esophagus journal and presented at the 21st ISDE World Congress for Esophageal Diseases. The Company also established a Clinical Advisory Board to support clinical engagement and commercial readiness. Promarker®Endo continued through assay refinement and clinical validation. OxiDx was supported by a peer-reviewed study demonstrating the importance of monitoring oxidative stress to improve race horse training and to reduce the risk of race day injury. Laboratory and quality capability Laboratory capability was significantly strengthened during the year. Proteomics International achieved ISO 15189 certification for its Australian laboratory operations by NATA, the National Australian Testing Authority. This certification supports the clinical use of the Company’s laboratory- Proteomics International Laboratories Ltd Annual Report FY2026 33Back to contents page
Page 20
34 Governance, Risk and Sustainability People and culture Commercialising diagnostics requires a broader capability base than research and development. Proteomics International’s historical strengths are proteomics science, laboratory operations, and biomarker discovery. The next phase requires commercial execution, market access, product management, regulatory discipline, quality management, customer experience, and partner management. The Board recognises the impact of the restructure on employees, both continuing and departed, and acknowledges the professionalism of the team through a period of significant change. Combining scientific excellence with accountability, quality, collaboration, and disciplined execution. Strong governance and disciplined risk management are essential as Proteomics International transitions from research-led development toward commercial precision diagnostics implementation. During FY2026, the Company also experienced significant Board transition, completed a strategic and operational review, implemented an organisational restructure, and reset its commercial model. These changes were designed to improve accountability, execution discipline, and capital allocation. Governance framework The Board is responsible for the overall governance and strategic direction of Proteomics International. During FY2026, governance priorities included leadership transition, strategic review oversight, organisational restructuring, capital allocation, laboratory quality systems, product development, market access planning, and enterprise risk management. Sustainability priorities Proteomics International views sustainability through responsible healthcare innovation, governance, and efficient use of resources. The Company’s most significant potential contribution is the development of diagnostics intended to support earlier prediction, earlier diagnosis, and more informed clinical decision- making. Subject to evidence, adoption, and implementation, these technologies may support earlier intervention, more personalised care, and efficient use of healthcare resources. As a laboratory-based life sciences business, the Company’s sustainability priorities include laboratory safety, responsible handling and disposal of materials, efficient use of laboratory resources, employee health and safety, privacy, data integrity, cyber risk, ethical clinical development, and responsible communication. The Company will continue to develop ESG reporting and practices in a manner appropriate to its size, maturity and risk profile. The Company maintains governance policies covering continuous disclosure, securities trading, code of conduct, whistleblower protection, anti-bribery and corruption, privacy, delegated authorities, and risk management. The Corporate Governance Statement and Appendix 4G should be read with this Annual Report. Board transition FY2026 was also a year of board transition David Morris was appointed Chief Executive Officer and Managing Director. Dr Richard Lipscombe retired from executive and director roles after 25 years as Founder and Managing Director. Vicki Robinson was appointed as an independent Non-Executive Director. Neville Gardiner retired from the Board. The Board acknowledges the contribution of retiring directors and executives and recognises the importance of continuity, capability, and governance discipline as the Company enters its next phase. Proteomics International Laboratories Ltd Annual Report FY2026 35Back to contents page
Page 21
36 Principal Risks and Mitigation Laboratory operations risk Testing and product development could be disrupted by equipment failure, staffing constraints, supplier disruption, information system issues, or capacity limitations. The Company manages this risk through accredited laboratory systems, equipment maintenance, supplier oversight, method validation, staff training, capacity planning, and business continuity processes. Market and competition risk Alternative technologies, new competitors, changes in clinical guidelines, or payer preferences may affect demand. The Company manages this risk through evidence generation, clinician engagement, portfolio review, product lifecycle management, and monitoring of market developments. Intellectual property risk Patents may not be granted, may be challenged, may expire, nor prevent competitors from developing alternative products. The Company manages this risk through active patent management, protection of confidential information, monitoring of competing technologies, and alignment of intellectual property investment with commercial priorities. Cybersecurity, privacy and data integrity risk The Company manages sensitive laboratory, clinical, personal, and commercial information. Cyber incidents or data loss could affect operations and stakeholder confidence. Commercialisation risk The Company’s products may not achieve expected adoption, utilisation, revenue conversion, nor market penetration. Adoption may be affected by clinician uptake, workflow integration, pricing, customer experience, reimbursement, partner execution, and market awareness. The Company manages this risk through controlled market introduction, partner engagement, clinician education, evidence generation, laboratory readiness, customer workflow testing, and disciplined capital allocation. Partner implementation risk The Company’s commercial strategy is increasingly dependent on successful execution with distribution partners, including Healius in Australia. Partner implementation may be affected by operational integration, information technology integration, sample collection workflows, referrer engagement, market access execution, commercial prioritisation, or timing. The Company manages this risk through defined responsibilities, phased implementation, governance processes, regular partner engagement, operational issue management and retention of responsibility for laboratory testing, clinical reporting, scientific support, quality, and regulatory compliance. The Company manages this risk through access controls, information governance, data management procedures, incident response processes, and ongoing review of information security controls. People and capability risk The Company depends on specialist scientific, laboratory, regulatory, quality, commercial, and leadership capability. The Company manages this risk through organisational planning, clear accountability, recruitment discipline, performance management, capability development, and succession planning. Funding and liquidity risk Proteomics International requires capital to support product development, evidence generation, laboratory readiness, and commercialisation. Funding may not be available on acceptable terms. The Board manages this risk through cash monitoring, staged investment, cost reduction, disciplined capital allocation, funding strategy, and prioritisation of activities with the greatest strategic importance. Disclosure and market communication risk Inaccurate or incomplete disclosure could affect investor confidence and regulatory compliance. The Company manages this risk through continuous disclosure processes, Board oversight, verification of material statements, review of forward-looking language, and alignment with ASX announcements and financial statements. Reimbursement risk Reimbursement may be delayed, limited, or unavailable. In Australia, broader reimbursement may require formal evaluation and evidence of clinical utility and health economic value. In the United States, reimbursement is decentralised and payer requirements may vary. The Company manages this risk by building evidence, pursuing staged access pathways, using coding milestones such as the Promarker®D CPT PLA code, engaging stakeholders, and aligning product development with payer requirements. Clinical evidence risk Future studies may not confirm expected performance, may not support intended use, or may require additional validation before broader adoption. The Company manages this risk through analytical validation, independent clinical studies, peer-reviewed publication, clinical collaborations, advisory boards, and careful review of product claims. Regulatory and quality risk Failure to maintain laboratory accreditation, quality systems, or regulatory compliance could affect testing, partner confidence, or market access. The Company manages this risk through NATA, ISO 15189, ISO 17025, ISO 13485, CLIA, and CAP frameworks, internal quality procedures, validation protocols, audits, corrective action processes, and management oversight. Proteomics International Laboratories Ltd Annual Report FY2026 37Back to contents page
Page 22
38 Mr Aaron Brinkworth BHIthSc, GAICD Non-Executive Director Shares: 135,135 Options: 250,000 Aaron Brinkworth is a global pharmaceutical executive with extensive experience in commercial strategy, market access, sales, marketing, and distribution across complex international healthcare markets. Mr Paul House BEng (Hons), GAICD Non-Executive Director Shares: 1,171,646 Options: NIL Paul House is a senior executive with experience across multinational corporations and consulting. His background includes operational leadership, finance, commercial strategy, and international growth. Ms Vicki Robinson LLB (Hons), BCom, MAICD Non-Executive Director Shares: NIL Options: 250,000 Vicki Robinson is an experienced non-executive director and former senior executive with more than 20 years’ experience in legal, transactional, governance, and commercial roles. She previously served on the Wesfarmers Leadership Team and as Company Secretary for Wesfarmers Limited and several subsidiaries. The Board brings experience across life sciences, commercialisation, governance, finance, operations, healthcare, legal, and international market development. Dr James Williams PhD, MBA, BSc (Hons), GAICD Non-Executive Chair Shares: NIL Options: 250,000 An experienced life sciences executive and director with more than 25 years experience across biotechnology, diagnostics, medical devices, and commercialisation. He has held leadership roles across multiple life sciences companies and brings experience in product development, capital markets, corporate strategy, and governance. Mr David Morris BBus, BAppSc, GAICD CEO & Managing Director Shares: NIL Options: NIL David Morris is a global healthcare and medical technology executive with 25 years experience across medical devices, diagnostics, and life sciences. His experience includes commercial growth, product commercialisation, global market entry, regulatory pathways, and international expansion. Proteomics International Laboratories Ltd Annual Report FY2026 39Back to contents page
Page 23
40 Phillip Prather MComm, GradDipFin, BSc (Hons), BEc, GAICD Chief Commercial Officer Responsible for global sales, marketing, and customer engagement activities. He brings extensive leadership experience in global medical devices, developing new global markets and launching products for Australian and International companies. Dr Kirsten Peters PhD, BSc (Hons) (Medical Sciences) Director of Clinical Science Kirsten has over 15 years of experience in clinical and genetic epidemiology. Kirsten leads the clinical studies and biostatistics team, responsible for the development and validation of Promarker®D and diagnostics in the Promarker® pipeline. Gabriella Tassone BSc (Medical Science), DipOpsMgmt Director of Clinical Laboratories Dr Peter Galettis FFSc (Research) (RCPA), PhD, BSc (Hons) Director of Product Development Peter is a bioanalytical scientist with over 35 years of laboratory and management experience. He is an expert in the development and validation of a variety of analytical techniques and has a passion for using these techniques to improve patient outcomes. Tim Luscombe BCom, CA, GIA (cert) CFO & Company Secretary Tim is responsible for finance, company secretarial functions, corporate governance support, and financial management. During FY2026, he was appointed as outsourced Chief Financial Officer in addition to his existing Company Secretary role. Mr David Morris BBus, BAppSc, GAICD CEO & Managing Director A global healthcare and medical technology executive with 25 years experience across medical devices, diagnostics, and life sciences. Including commercial growth, product commercialisation, regulatory pathways, market entry and expansion. Dr Johan Conradie MBChB, FRCPA, FC Path(SA) Chem, MBA Clinical Pathologist Responsible for the Company’s clinical laboratory operations. She has 20 years’ experience in diagnostic pathology and laboratory medicine, with expertise in operational leadership, quality management, regulatory compliance, and diagnostic testing. At Proteomics International, Johan supports the Company’s accreditation processes, ensuring compliance with ISO 15189 and contributing to innovative diagnostics that improve patient outcomes. Dr Scott Bringans FFSc (Research) (RCPA), PhD, BSc (Hons) Chief Scientific Officer Scott is responsible for all Research areas within Proteomics International. This involves oversight of Biomarker discovery and development projects encompassing Promarker®D, Proteomics International predictive test for diabetic nephropathy. Divya Thakur BSc (Hons), PGDipSci, ISO 13485:2016, Lead Auditor Director of Quality Assurance & Regulatory Affairs The Executive Team is driven to execute the Company’s revised commercial strategy, maintaining financial discipline, strengthening laboratory and quality capability, progressing the Promarker® product portfolio, and supporting Board oversight through clear reporting and accountability. Extensive experience in quality assurance and regulatory affairs across biotechnology, medical devices, pharmaceuticals, clinical trials, and laboratory environments. She has worked with ISO 13485, ISO 15189, GCP, GMP and ISO/IEC 17025 frameworks. Proteomics International Laboratories Ltd Annual Report FY2026 41Back to contents page
Page 24
42 Proteomics International Laboratories Ltd Corporate directory 30 June 2026 2 Directors Dr James Williams - Non - Executive Chair Mr Paul House - Non - Executive Director Ms Vicki Robinson - Non - Executive Director Mr Aaron Brinkworth - Non - Executive Director Mr David Morris - CEO and Managing Director Company secretary Mr Tim Luscombe Registered office and Harry Perkins Institute of Medical Research Principal Place of Business 6 Verdun St Nedlands WA 6009 Share register Automic Pty Ltd Deutsche Bank, Tower Level 5 126 Phillip Street Sydney NSW 2000 Auditor BDO Audit Pty Ltd Level 9, Mia Yellagonga Tower 2 5 Spring Street Perth, WA, 6000, Australia Stock exchange listing Proteomics International Laboratories Ltd shares are listed on the Australian Securities Exchange (ASX code: PIQ) Website https://www.proteomics.com.au/ Proteomics International Laboratories Ltd Directors' report 30 June 2026 3 The Directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the 'consolidated entity') consisting of Proteomics International Laboratories Ltd (referred to hereafter as the 'company' or ' parent entity') and the entities it controlled at the end of, or during, the year ended 30 June 2026. Directors The following persons were Directors of Proteomics International Laboratories Ltd during the whole of the financial year and up to the date of this report, unless otherwise stated: Dr James Williams – Non - Executive Chair Ms Vicki Robinson - Non - Executive Director (appointed 14 October 2025) Mr David Morris - CEO and Managing Director (appointed 19 January 2026) Mr Aaron Brinkworth – Non - Executive Director Mr Paul House – Non - Executive Director Mr Neville Gardiner – Non - Executive Director (resigned 17 April 2026) Dr Richard Lipscombe – Managing Director (resigned 23 February 2026) Information on Directors The Directors who held office at the end of the financial year and up to the date of this report are set out below: Name: Dr James Williams Qualifications: PhD, MBA, BSc (Hons), GAICD Experience and expertise: James is a biotech entrepreneur, scientist and investor with over 25 years’ experience taking medical research from concept to commercialisation, including CEO, CTO, director and chair roles in companies that have delivered multiple FDA -approved drugs, dev ices and diagnostics. He conceived the technology behind iCeutica Inc and co -discovered the lead therapy for ASX -listed Dimerix Limited (ASX:DXB), now in Phase 3 trials for chronic kidney disease. He is CEO of the Health Translation Group, a not -for -profit focused on translating medical research, and a Director of the P erron Institute, Atherid Therapeutics Pty Ltd and Demagtech Pty Ltd. James was previously co -founder and Investment Director of early -stage VC firm Yuuwa Capital LP, a director of Linear Clinical Research, and a member of the Australian Government’ s Entrepreneurs’ Programme Committee. Other current directorships: Nil Former directorships (last 3 years): Dimerix Limited (ceased 23 December 2022) Special responsibilities: Chair, Member of the Remuneration and Nomination Committee Interests in shares: Nil Interests in options: 250,000 Name: Ms Vicki Robinson Qualifications: LLB (Hons), BCom, MAICD Experience and expertise: Vicki has extensive non - executive director and executive experience across a broad range of industries. Vicki is currently a director of Perron Group Limited, the Perron Institute for Neurological and Translational Science Limited, RACWA Holdings Pty Ltd, RAC Finance Ltd and St Ives Group Pty Ltd. Vicki has over 20 years’ experience in senior executive, legal and commercial management roles with the Wesfarmers Limited group. Vicki was a member of the Wesfarmers Leadership Team and the Company Secretary for Wesfarmers Limited and a number of Wesfarmers Group subsidiary companies from March 2020 to October 2023. She brings key skills in strategy, M&A, commercial analysis, governance, risk and navigating complex commercial and regulatory environments. Other current directorships: Nil Former directorships (last 3 years): Nil Special responsibilities: Member of the Remuneration and Nomination Committee Interests in shares: Nil Interests in options: 250,000 Corporate Directory Directors Report www.proteomics.com.au Proteomics International Laboratories Ltd Annual Report FY2026 43Back to contents page
Page 25
44 Proteomics International Laboratories Ltd Directors' report 30 June 2026 4 Name: Mr Paul House Qualifications: BEng (Hons), GAICD Experience and expertise: Paul has over 30 years’ experience with multi - national corporations and is currently the CEO and Managing Director of Imdex (ASX:IMD). He previously served ~15 years with SGS, the world’s leading Testing, Inspection and Certification (TIC) company. His last eight years at SGS as the Managing Director of SGS India saw him responsible for a workforce of 4,500 personnel and 38 la boratories across various industry verticals including life sciences; Paul has previously held CFO and COO roles in both start up and established organisations and has a track record for revenue growth, margin improvement and market share gains in mul tiple global markets. A Fellow of the Australian Institute of Management and a Graduate Member of Australian Institute of Company Directors, Paul joined the Board in November 2017. Other current directorships: Imdex Limited (since 1 March 2024) Former directorships (last 3 years): Nil Special responsibilities: Nil Interests in shares: 1,171,646 Interests in options: Nil Name: Mr Aaron Brinkworth Qualifications: BHIthSc, GAICD Experience and expertise: Over a 22 - year career at Gilead Sciences, Inc. (Nasdaq: GILD), he held senior commercial, patient access and strategic licensing roles. Mr Brinkworth has led Gilead’s Asia Pacific commercial and access operations where he was responsible for developing sal es, marketing, and distribution networks across the region. Mr Brinkworth currently serves as non - executive Chair for Resonance Health Ltd (ASX: RHT), non - executive Director for Atherid Therapeutics Pty Ltd and non - executive Director for Lixa Ltd. Other current directorships: Resonance Health Ltd (since 27 March 2023) Former directorships (last 3 years): Nil Special responsibilities: Chair of the Remuneration and Nomination Committee Interests in shares: 135,135 Interests in options: 250,000 Name: Mr David Morris Qualifications: BBus, BAppSc, GAICD Experience and expertise: David is a global healthcare and medical technology executive with extensive experience spanning medical devices and life sciences. His career includes executive leadership roles at Cochlear, Nanosonics, Polynovo and Monash IVF, where he has proven track record in commercial growth, international market expansion, successful product commercialisation and building high - performing teams. He brings deep expertise in strategy development, regulatory pathways, global m arket entry and market development across the Americas, Europe and Asia. His appointment reflects the Company’s sharpened focus on commercial execution and global market penetration for the Promarker® diagnostic pipeline Other current directorships: Nil Former directorships (last 3 years): Nil Special responsibilities: Chief Executive Officer (CEO) and Managing Director Interests in shares: Nil Interests in options: Nil 1 Interests in rights: Nil 1 1 David Morris was appointed the role of CEO and Managing director and commenced on 19 January. As part of his contract he was awarded 5,796,058 options and 754,838 performance rights subject to shareholder approval which will occur at the next General Meeti ng. Subsequent to 30 June 2026, the Board has reviewed the original incentive package and determined it is no longer considered to provide an appropriate retention or reward mechanism given the subsequent volatility in the Company’s share price. Therefore it will at the Annual General Meeting propose a revised incentive package consisting solely of performan ce rights, to shareholders for approval. Proteomics International Laboratories Ltd Directors' report 30 June 2026 5 The following Directors ceased to hold office during the financial year: Dr Richard Lipscombe - Founder, CEO and Managing Director, appointed 9 June 2014 and retired 23 February 2026. Mr Neville Gardiner - Non - Executive Director, appointed 16 November 2021 and resigned 17 April 2026. 'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships of all other types of entities, unless otherwise stated. 'Former directorships (last 3 years)' quoted above are directorships held in the last 3 years for listed entities only and excludes directorships of all other types of entities, unless otherwise stated. Company secretary Mr Tim Luscombe BCom, CA, GIA (cert) Tim is a Director of Bio101 who provide outsourced CFO, company secretarial and corporate advisory services to the healthcare sector. A Qualified Chartered Accountant, Tim brings professional skills gained locally and abroad in both public practice account ing and the corporate sector. Tim acts as Company Secretary for a number of ASX listed, public unlisted, private University spin out companies and Venture Capital investee companies in the Healthcare and Life Sciences sector. Joint Company Secretary (part year) On 7 October 2025 The Company Announced that Mr David Wood as joint Company Secretary alongside Mr Tim Luscombe. Mr Wood resigned 5 February 2026. Meetings of Directors The number of meetings of the company's Board of Directors ('the Board') and of each Board committee held during the year ended 30 June 2026, and the number of meetings attended by each Director were: Full Board Nomination and Remuneration Committee Audit and Risk Committee Attended Held Attended Held Attended Held James Williams 10 10 3 3 - - Paul House 8 10 - - - - Vicki Robinson 7 7 2 2 - - Aaron Brinkworth 10 10 3 3 - - David Morris 4 4 - - - - Neville Gardiner 8 8 2 2 - - Richard Lipscombe 7 7 - - - - Held: represents the number of meetings held during the time the Director held office or was a member of the relevant committee. The Board established a Remuneration and Nomination Committee in October 2025. Directors have determined that the Company is not of sufficient size to merit the establishing of separate Audit and Risk Committee and all decisions that would regularly be made by an Audit and Risk Committee are made by the full Board. Principal activities Proteomics International Laboratories Ltd (ASX: PIQ) is a medical technology company specialising in proteomics and precision diagnostics. The Company develops and commercialises blood - based tests designed to support earlier and more precise diagnosis and risk assessment. Proteomics International has established accredited laboratory facilities in Australia and the United States and is headquartered in Perth, Western Australia. Significant changes in the state of affairs There were no significant changes in the state of affairs of the consolidated entity during the financial year. Dividends There were no dividends paid, recommended or declared during the current or previous financial year. Proteomics International Laboratories Ltd Annual Report FY2026 45Back to contents page
Page 26
46 Proteomics International Laboratories Ltd Directors' report 30 June 2026 6 Review of operations Further information on the Group's operations, activities and performance during the financial year ended 30 June 2026 is set out in the Review of Operations section on pages 8 to 33 of this Annual Report and forms part of this Directors' Report. Financial performance and position The Group loss after tax for the year ended 30 June 2026 was $8,611,051 (2025: $8,154,497). This result included a non - cash share - based compensation of $500,260 (2025 : $773,225). Since 30 June 2025, the net assets of the Group have decreased from $12,967, 415 to $5,552,164 at 30 June 2026. For the year ended 30 June 2026, the net cash outflow from operating activities was $5,868,941. At 30 June 2026, the Company had cash reserves of $3,499,759, and trade and other receivables of $ 460,278. On the back of the Company's research and development activities throughout the year it anticipates an R&D Tax Incentive cash rebate of circa $2,004,954, to be received in the first half of FY27. Material business risks In accordance with section 299A of the Corporations Act 2001 (Cth ), information concerning the Group's material business risks and the likely effect of those risks on the Group's prospects is set out in the Material Business Risks section on pages 34 to 35 of this Annual Report and forms part of this Directors' Report. Matters subsequent to the end of the financial year On 7 July 2026, 189,430 employee performance rights lapsed due to conditions not been, or have become incapable of being satisfied. On 13 July 2026, 175,604 fully paid ordinary shares were issued upon the exercise of unquoted employee performance rights. The performance rights were issued under the Performance Rights Plan as per the incentive structures for employees. On 22 July 2026, the Company announced that a national distribution agreement had been executed with Healius Limited (ASX: HLS) as the exclusive pathology distribution partner for the Promarker® portfolio in Australia. No other matter or circumstance has arisen since 30 June 2026 that has significantly affected, or may significantly affect the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in futur e financ ial years. Shares under option Unissued ordinary shares of Proteomics International Laboratories Ltd under option at the date of this report are as follows: Exercise Number Grant date Expiry date price under option 24/11/2022 23/11/2026 $1.76 375,000 17/06/2024 30/06/2027 $1.50 1,520,000 17/06/2024 30/06/2027 $2.50 912,000 17/06/2024 30/06/2028 $3.50 608,000 21/11/2024 30/06/2028 $5.00 3,040,000 21/11/2024 21/11/2028 $1.50 1,125,000 21/11/2024 21/11/2028 $2.50 925,000 21/11/2024 21/11/2028 $3.50 800,000 16/12/2024 30/06/2027 $1.20 300,000 16/12/2024 30/06/2027 $1.50 300,000 16/12/2024 30/06/2027 $2.50 180,000 16/12/2024 30/06/2028 $3.50 120,000 16/12/2024 30/06/2028 $5.00 600,000 29/04/2025 31/05/2026 $0.55 2,375,000 25/11/2025 25/11/2028 $0.67 250,000 25/11/2025 25/11/2029 $1.00 250,000 19/01/2026 1 19/01/2031 $1.06 5,796,058 19,476,058 Proteomics International Laboratories Ltd Directors' report 30 June 2026 7 1 Proposed issue of Options to CEO and Managing Director, under Board review and are subject to shareholder approval at the next General Meeting. For further information see note 11 'Share- based payments'. The options are exercisable at any time before the expiry date. The number of options that were converted into shares during the year ended 30 June 2026 was 1,465,655 (30 June 2025: nil).The number of options that lapsed during the year ended 30 June 2026 was 15,168,400 (30 June 2025 : 150,000). Likely developments and expected results of operations Information on likely developments in the operations of the consolidated entity and the expected results of operations have not been included in this report because the Directors believe it would be likely to result in unreasonable prejudice to the consoli dated entity. Environmental issues The consolidated entity is not subject to any significant environmental regulation under Australian Commonwealth or State law. 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. Indemnity and insurance of Directors The company has indemnified the Directors and executives of the company for costs incurred, in their capacity as a Director or executive, for which they may be held personally liable, except where there is a lack of good faith. During the financial year, the company paid a premium in respect of a contract to insure the Directors and executives of the company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium. Proteomics International Laboratories Ltd Annual Report FY2026 47Back to contents page
Page 27
48 Proteomics International Laboratories Ltd Directors' report 30 June 2026 8 Remuneration report (audited) The remuneration report details the key management personnel remuneration arrangements for the consolidated entity, in accordance with the requirements of the Corporations Act 2001 and its Regulations. Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including all Directors. Principles used to determine the nature and amount of remuneration The objective of the Company's remuneration framework is to ensure reward for performance is competitive and appropriate for the results delivered and set to attract the most qualified and experienced candidates. Remuneration levels are competitively set to attract the most qualified and experienced directors in the context of prevailing market conditions. The Directors recognise that in the early stages of the Company's development and in a period where the Company is making losses the objectives are to align the interests of the Board with shareholders and to attract, motivate and retain high performing in dividuals. The Board believes that this can be achieved through the following framework: ● The remuneration has a mix of components through the salary and share options; and ● The remuneration has been set in consultation with key management personnel (other than the relevant director whose remuneration is being discussed) taking into account the size of the Company and its current position in the market. During the year the Company sought the assistance of an external consultant for advice on the remuneration policies and practices of the CEO and Managing Director when undertaking the selection of Dr Richard Lipscombe's successor. The Company did not seek independent advice on the current market for similar roles, level of responsibility and performance of the Board. The Board may consider this in the future should the need arise. Non -executive Directors remuneration Fees and payments to the Non - Executive Directors reflect the demands which are made on and the responsibilities of the Directors. The Non - Executive Directors' fees and payments are expected to be reviewed annually by the Board. The Non- Executive Chair's fe es are determined based on competitive roles in the external market. The Chair is not present at any discussions relating to the determination of his own remuneration. The Non- Executive Directors' fees and payments have been set based on the experience of the Director in the Company's field of operations, and level of activity required to be undertaken by the Director in the management of the Company. The Chair received a fixed fee for his services as a Director. The Company's Non - Executive Directors' remuneration package contains the following key elements: ● primary benefits - Director's fees; and ● options - issued following shareholder approval at Annual General Meetings. The Non- Executive Directors' fees are determined within an aggregate Directors' fee pool limit, which is periodically recommended for approval by shareholders. The maximum currently stands at $500,000 per annum and was approved by shareholders prior to lis ting on the ASX. The shareholders approved the Director Fee Plan at the 2019 Annual General Meeting, where (subject to prior shareholder approval) director fees can be settled by the issue of shares. No retirement benefits are provided other than compulsory superannuation. Non -Executive Remuneration Mix The following table sets out the non- executives' remuneration mix for the year ended 30 June 2026: Fixed "At Risk" Total $ $ $ 327,107 45,846 372,953 Proteomics International Laboratories Ltd Directors' report 30 June 2026 9 Executive remuneration The Executive Director and Other Key Management Personnel are included in the Executive Remuneration. Executive Remuneration has been set based on the experience of each person in the Company's field of operations, and level of activity required to be unde rtaken by each person in the management of the Company. The Company's Executive Remuneration package contains the following key elements: ● primary benefits - salary via an agreement; ● options - issued via an agreement; and ● performance rights - issued via an agreement The following table sets out the Executive Director's and other Key Management Personnel remuneration mix for the year ended 30 June 2026: Fixed "At Risk" Total $ $ $ 883,969 318,114 1,2 02 , 083 Remuneration Governance During the year the Board established a Remuneration and Nomination Committee. The objective of the Committee, currently comprising Directors Aaron Brinkworth (Chair), Dr James Williams and Ms Vicki Robinson is to ensure that remuneration policies and stru ctures are fair and competitive and aligned with the long- term interests of the Company. The Remuneration and Nomination Committee is primarily responsible for making decisions and recommendations on: ● the over - arching executive remuneration framework; ● the operation of the incentive plans which apply to the executive director and non - executives including the performance hurdles; ● the remuneration levels of executives; and ● non - executive director fees. Details of remuneration Amounts of remuneration Details of the remuneration of key management personnel of the consolidated entity are set out in the following tables. The key management personnel of the consolidated entity consisted of the following Directors of Proteomics International Laboratories Ltd: ● Dr James Williams - Non ‐Executive Chair (independent) ● Mr Aaron Brinkworth - Non ‐Executive Director (independent) ● Ms Vicki Robinson - Non ‐Executive Director (independent) - appointed 14 October 2025 ● Mr Paul House - Non ‐Executive Director (independent) ● Mr Neville Gardiner - Non ‐Executive Director (independent) - resigned 17 April 2026 ● Mr David Morris - Managing Director - appointed 19 January 2026 ● Dr Richard Lipscombe - Managing Director - retired 23 February 2026 And the following person: ● Ms Jacqueline Gray - Chief Financial Officer and Head of Corporate Development - employment ended 17 April 2026 Proteomics International Laboratories Ltd Annual Report FY2026 49Back to contents page
Page 28
50 Proteomics International Laboratories Ltd Directors' report 30 June 2026 10 Short - term benefits Post - employment benefits Long - term benefits Share - based payments (options) Share - based payments (rights) Cash salary Cash Non - Super - Leav e Termination Equity - Equity - and fees bonus monetary annuation entitlements payments settled settled Total 2026 $ $ $ $ $ $ $ $ $ Non - Executive Directors: Dr James Williams 90,938 - - 10,913 - - - - 101,851 Paul House 56,813 - - 6,818 - - - - 63,631 Aaron Brinkworth 56,813 - - 6,818 - - 22,923 - 86,554 Vicki Robinson 7 42,880 - - 5,146 - - 22,923 - 70,949 Neville Gardiner 4 44,615 - - 5,354 - - - - 49,969 - Executive Directors: David Morris 1,2,3 204,808 108,667 - 24,577 - - 21,517 12,831 372,400 Dr Richard Lipscombe 5,8 237,250 - - 29,190 ( 52,559 ) 129 , 451 166,844 - 5 1 0 , 176 Other Key Management Personnel: Jacqueline Gray 6,9 207,478 - - 23,943 ( 30, 847 ) 110,678 - 8,255 3 19 , 507 941,595 108,667 - 112,759 ( 83,406 ) 240,129 234,207 21,086 1, 5 75,037 1 Appointed 19 January 2026. 2 $21,517 share- based payments amount is in relation to the proposed issue of options and $12,831 the proposed performance rights that are subject to shareholder approval, which will be sought at the next General Meeting. Subsequent to 30 June 2026, the Board has reviewed the original incentive package and determined it is no longer considered to provide an appropriate retention or reward mechanism given the subsequent volatility in the Company’s share price. Therefore it will at the An nual General Meeting propose a revised incentive package consisting solely of performance rights, to shareholders for approval. 3 $108,667 cash bonus relates to the accrual of 100% of the eligible 50% short term incentive (pro - rata for duration served throughout the financial year) for the year ended 30 June 2026 which subject to shareholder approval at the 2026 Annual General Meeti ng will be paid in equity in lieu of cash, if not approved by shareholders it will be paid in cash. 4 Resigned 17 April 2026. 5 Retired 23 February 2026. Termination payments include statutory leave entitlements. 6 Ceased employment of 17 April 2026. Termination payments include redundancy and statutory leave entitlements. 7 Appointed 14 October 2025. 8 As part of his transition to retirement, Dr Lipscombe retained all unvested options held at the retirement date. Consistent with the terms of the equity incentive plan, the retirement constituted a qualifying cessation of employment and the awards continue d on foot. Accordingly, the full share - based payment expense relating to these unvested options has been recognised in the current year as a result of accelerated vesting accounting. 9 Ms Gray retained 14,744 performance rights when her employment ceased, all other unvested rights were forfeited. Proteomics International Laboratories Ltd Directors' report 30 June 2026 11 Short - term benefits Post - employment benefits Long - term benefits Share - based payments (options) Share - based payments (rights) Cash salary Cash Non - Super - Leave Equity - Equity - and fees bonus monetary annuation entitlements settled settled Total 2025 $ $ $ $ $ $ $ $ Non - Executive Directors: Dr James Williams 1 57,736 - - 6,640 - 47,736 - 112,112 Neville Gardiner 2 58,378 - - 6,713 - - - 65,091 Paul House 47,250 - - 5,434 - - - 52,684 Aaron Brinkworth 3 30,558 - - 3,514 - - - 34,072 Ian Roger Moore 4 16,820 - - 1,934 - - - 18,754 Dr Robyn Elliott 5 5,521 - - 635 - - - 6,156 Executive Directors: Dr Richard Lipscombe 365,000 - - 41,975 11,933 292,467 - 711,375 Other Key Management Personnel: Jacqueline Gray 253,000 - - 29,095 9,315 51,327 19,933 362,670 834,263 - - 95,940 21,248 391,530 19,933 1,362,914 1Dr James Williams appointed as a Non ‐Executive Director on 16 September 2024 and subsequently appointed as Non ‐ Executive Chair on 8 November 2024. 2Neville Gardiner held the position of Non ‐Executive Chair until 8 November 2024, after which he resumed his role as a Non ‐Executive Director. 3Aaron Brinkworth appointed as a Non‐ Executive Director on 8 November 2024. 4Ian Roger Moore retired as a Non ‐Executive Director on 8 November 2024. 5Dr Robyn Elliott resigned as a Non ‐Executive Director on 12 August 2024. The proportion of remuneration linked to performance and the fixed proportion are as follows: Fixed remuneration At risk - STI At risk - LTI Name 2026 2025 2026 2025 2026 2025 Non - Executive Directors: James Williams 100% 100% - - - - Paul House 100% 100% - - - - Aaron Brinkworth 100% 100% - - - - Vicki Robinson 100% - - - - - Neville Gardiner 100% 100% - - - - Executive Directors: Dr Richard Lipscombe 67 % 59% - - 3 3 % 41% David Morris 62% - 29% - 9% - Other Key Management Personnel: Jacqueline Gray 9 7 % 95% - - 3 % 5% Proteomics International Laboratories Ltd Annual Report FY2026 51Back to contents page
Page 29
52 Proteomics International Laboratories Ltd Directors' report 30 June 2026 12 Service agreements On appointment, the Non- Executive Directors' sign a letter of appointment with the Company which outlines the Board's policies and terms regarding their appointment including the remuneration relevant to the office of Director. The major provisions relatin g to remuneration are set out below. Non - Executive Chair Particulars Terms Term of the agreement No fixed term - subject to periodic re - election at the AGM Base remuneration $95,000 (increased from $78,750 on 1 October 2025) Superannuation Statutory rate Bonus payable N/A Termination of agreement No notice period specified Non - Executive Directors Particulars Terms Term of the agreement No fixed term - subject to periodic re - election at the AGM Base remuneration $60,000 (increased from $47,250 on 1 October 2025) Superannuation Statutory rate Bonus payable N/A Termination of agreement No notice period specified On appointment, the Executive Director and Key Management Personnel sign a letter of appointment with the Company which outlines the Board's policies and terms regarding their appointment including the remuneration relevant to the office of Director. Remun eration and other terms of employment for the Executive Director and Other Key Management Personnel are formalised in services agreements. For those Executive Directors and Other Key Management Personnel at the 30 June 2026, the major provisions relating t o remuneration are set out below. David Morris Chief Executive Officer and Managing Director Particulars Terms Term of the agreement No fixed term Base remuneration $450,000 Superannuation Statutory rate Bonus payable Eligibility for an annual STI of up to 50% of remuneration, subject to performance hurdles set by the Board annually. Long term incentive Eligible for Performance Right of up to 100% Total Fixed Remuneration annually. Termination of agreement 6 months Dr Richard Lipscombe Chief Executive Officer and Managing Director (retired 23 February 2026) Particulars Terms Term of the agreement No fixed term Base remuneration $365,000 Superannuation Statutory rate Bonus payable At the absolute discretion of the Board Termination of agreement 3 months Jacqueline Gray Chief Financial Officer and Head of Corporate Development (ceased employment 17 April 2026) Particulars Terms Term of the agreement No fixed term Base remuneration $253,000 Superannuation Statutory rate Bonus payable At the absolute discretion of the Board Termination of agreement 3 months Proteomics International Laboratories Ltd Directors' report 30 June 2026 13 Share- based compensation a) Unlisted options issued to Non - Executive Directors - Vicki Robinson and Aaron Brinkworth: Unlisted options issued to Non - Executive Directors, Vicki Robinson and Aaron Brinkworth, both received the below amounts, following shareholder approval on 21 November 2025 as a method of supplementing fees. Options may be exercised at any time prior to the expiry date. Options not exercised shall lapse on the expiry date. The assessed fair value for these options issued was determined using a Black - Scholes Model with the following key inputs: Particulars Class G Class H Number of options 125,000 125,000 Valuation date 21 November 2025 21 November 2025 Vesting date 21 November 2025 21 November 2025 Expiry date 21 November 2028 21 November 2029 Underlying share price used $0.32 $0.32 Exercise price $0.67 $1.00 Risk - free rate 3.75% 3.75% Volatility 70% 70% Dividend yield nil nil Valuation per Option $0.093 $0.091 The total determined value for these options is $22,923 (for each Director) and as fully vested, it is fully recognised in th e statement of profit or loss and other comprehensive income for the year ended 30 June 2026. b) Proposed unlisted options and performance rights to be issued to Managing Director, Mr David Morris: David Morris commenced as Chief Executive Officer and Managing Director on 19 January 2026. In accordance with his employment agreement, he is entitled to receive the options and performance rights listed below subject to shareholder approval at the next A nnual General Meeting. The fair value disclosed in this report is an estimate only, as the accounting grant date under AASB 2 will occur upon shareholder approval. The award will therefore be revalued at the date of shareholder approval, and the final fair value recognised may differ from the amount disclosed. The award is subject to the vesting conditions described below. Particulars Options Performance Rights Number of options and rights 5,796,058 754,838 Valuation date 30 June 2026 30 June 2026 Vesting Equal parts at 12, 24 and 36 month anniversaries of start date 19 January 2026 36 month anniversary of start date 19 January 2026 Expiry date 19 January 2031 19 January 2031 Underlying share price used $0.115 $0.115 Exercise price $1.062 $0.00 Risk - free rate 4.36% N/A Volatility 70% N/A Dividend yield N/A N/A Valuation per security $0.022 $0.115 The assessed fair value of these performance rights is estimated by taking the market price of the Company's shares on 30 June 2026 less the present value of expected dividends that will not be received by the executives on their rights during the vesting period. The fair value of the performance rights is estimated at $0.115 per performance right, the total determined value $86,806 . A share - based payment expense of $12,831 is recognised in the statement of profit or loss and other comprehensive income for the year ended 30 June 2026. The assessed fair value for these options was determined using a Black - Scholes Model. The total determined value for the proposed options is $125,637, of which $21,517 share - based payments expense is recognised in the statement of profit or loss and other comprehensive income for the year ended 30 June 2026. Proteomics International Laboratories Ltd Annual Report FY2026 53Back to contents page
Page 30
54 Proteomics International Laboratories Ltd Directors' report 30 June 2026 14 Subsequent to 30 June 2026, the Board has reviewed the original incentive package and determined it is no longer considered to provide an appropriate retention or reward mechanism given the subsequent volatility in the Company’s share price. Therefore it w ill at the Annual General Meeting propose a revised incentive package consisting solely of performance rights, to shareholders for approval. c) Performance Rights issued to Jacqueline Gray, Chief Financial Officer and Head of Corporate Development (CFO): FY26 performance rights were issued to the CFO and employees on 1 October 2025 as part of Employee Incentive Performance Rights 43,194 FY26 performance rights were issued as follows: ● 18,512 FY26 Class A performance rights, vesting on 30 June 2026 and were subsequently forfeited as service condition was not met on 17 April 2026. ● 12,341 FY26 Class B performance rights, vesting on 30 June 2027 and were forfeited as service condition was not met on 17 April 2026.; and ● 12,341 FY25 Class C performance rights, vesting on 30 June 2028 and were forfeited as service condition was not met on 17 April 2026. Each performance right automatically converts into one ordinary share on vesting at an exercise price of nil. The CFO (referred to as an executive) does not receive any dividends and is not entitled to vote in relation to the performance rights during the vesting period. The executive ceased to be employed by the Company within this period, therefore the performance rights issued to that executive were lapsed. The fair value of these performance rights at grant date was estimated by taking the market price of the Company's shares on that date less the present value of expected dividends that will not be received by the executives on their rights during the vesti ng period. The fair value of the FY26 performance rights was $0.305 per performance right. Ms Gray retained 14,744 performance rights, from the rights granted to her in FY2025, when her employment ceased on 17 April 2026, all other unvested rights were forfeited Options There were no other options over ordinary shares issued to Directors and other key management personnel as part of compensation that were outstanding as at 30 June 2026. No ordinary shares were issued on the exercise of options during the financial year and no amounts are unpaid on any shares issued on the exercise of options . Additional information The factors that are considered to affect total shareholders return ('TSR') are summarised below: 2026 2025 2024 2023 2022 Share price at financial year end ($) 0.12 0.32 0.88 0.86 0.93 Total dividends declared (cents per share) - - - - - Basic loss per share (cents per share) (5.21) (6.01) (5.07) (5.30) (5.00) Proteomics International Laboratories Ltd Directors' report 30 June 2026 15 Additional disclosures relating to key management personnel Shareholding The number of shares in the company held during the financial year by each Director and other members of key management personnel of the consolidated entity, including their personally related parties, is set out below: Balance at Received Balance at the start of as part of Disposals/ the end of the year remuneration Additions other1 the year Ordinary shares David Morris - - - - - Dr Richard Lipscombe 17,146,855 - - (17,146,855) - James Williams - - - - - Paul House 1,171,646 - - - 1,171,646 Aaron Brinkworth 135,135 - - - 135,135 Vicki Robinson - - - - - Neville Gardiner 198,728 - - (198,728) - Jacqueline Gray 334,366 - - (334,366) - 18,986,730 - - (17,679,949) 1,306,781 1 Balance on resignation/retirement/end of employment. Option and rights holdings The number of options and rights over ordinary shares in the company held during the financial year by each Director and other members of key management personnel of the consolidated entity, including their personally related parties, is set out below: Balance at Balance at Balance at the start of Expired/ end of the end of the year Granted Exercised forfeited employment the year Options and rights over ordinary shares David Morris 1 - 6,550,896 - - - 6,550,896 Dr Richard Lipscombe 2 2,964,865 - - - (2,964,865) - James Williams 250,000 - - - - 250,000 Paul House 67,567 - - (67,567) - - Aaron Brinkworth 67,567 250,000 - (67,567) - 250,000 Vicki Robinson - 250,000 - - - 250,000 Neville Gardiner 2 540,540 - - (250,000) (290,540) - Jacqueline Gray 2,3 1,735,135 43,194 (29,487) (49,091) (1,699,751) - 5,625,674 7,094,090 (29,487) (434,225) (4,955,156) 7,300,896 1 David Morris was appointed the role of CEO and Managing director and commenced on 19 January. As part of his contract he was awarded 5,796,058 options and 754,838 performance rights subject to shareholder approval which will occur at the next General Meeti ng. Subsequent to 30 June 2026, the Board has reviewed the original incentive package and determined it is no longer considered to provide an appropriate retention or reward mechanism given the subsequent volatility in the Company’s share price. Therefore it will at the Annual General Meeting propose a revised incentive package consisting solely of performance rights, to shareholders for approval. 2 Balance on resignation/retirement/end of employment. 3 The performance rights exercised had a $nil exercise price. Proteomics International Laboratories Ltd Annual Report FY2026 55Back to contents page
Page 31
56 Proteomics International Laboratories Ltd Directors' report 30 June 2026 16 Unvested Balance at Vested and and not the end of exercisable exercisable the year Options over ordinary shares David Morris 1 - 6,550,896 6,550,896 Dr James Williams 250,000 - 250,000 Paul House - - - Aaron Brinkworth 250,000 - 250,000 Vicki Robinson 250,000 - 250,000 750,000 6,550,896 7,300,896 1 Proposed options and performance rights, subject to shareholder approval as outlined above, nil would have vested at 30 June 2026. Voting at the 2025 Annual General Meeting At the 2025 Annual General Meeting, more than 91% of votes cast were in favour of adoption of the Company’s remuneration report for the 2025 financial year. This concludes the remuneration report, which has been audited. Auditor The lead auditor has provided the Auditor’s Independence Declaration under section 307C of the Corporations Act 2001 (Cth) for the year ended 30 June 2026 and a copy of this declaration forms part of the Directors’ Report. The Group has not otherwise, during or since the end of the financial year, except to the extent permitted by law, indemnified or agreed to indemnify the auditor of the Group or of any related body corporate against a liability incurred as such an auditor. This report is made in accordance with a resolution of Directors, pursuant to section 298(2)(a) of the Corporations Act 2001. On behalf of the Directors ___________________________ James Williams Chair 31 August 2026 Auditors Independence Declaration Proteomics International Laboratories Ltd Directors' report 30 June 2026 16 Unvested Balance at Vested and and not the end of exercisable exercisable the year Options over ordinary shares David Morris 1 - 6,550,896 6,550,896 Dr James Williams 250,000 - 250,000 Paul House - - - Aaron Brinkworth 250,000 - 250,000 Vicki Robinson 250,000 - 250,000 750,000 6,550,896 7,300,896 1 Proposed options and performance rights, subject to shareholder approval as outlined above, nil would have vested at 30 June 2026. Voting at the 2025 Annual General Meeting At the 2025 Annual General Meeting, more than 91% of votes cast were in favour of adoption of the Company’s remuneration report for the 2025 financial year. This concludes the remuneration report, which has been audited. Auditor The lead auditor has provided the Auditor’s Independence Declaration under section 307C of the Corporations Act 2001 (Cth) for the year ended 30 June 2026 and a copy of this declaration forms part of the Directors’ Report. The Group has not otherwise, during or since the end of the financial year, except to the extent permitted by law, indemnified or agreed to indemnify the auditor of the Group or of any related body corporate against a liability incurred as such an auditor. This report is made in accordance with a resolution of Directors, pursuant to section 298(2)(a) of the Corporations Act 2001. On behalf of the Directors ___________________________ James Williams Chair 31 August 2026 Level 9, Mia Yellagonga Tower 2 5 Spring Street Perth, WA 6000 PO Box 700 West Perth WA 6872 Australia Tel: +61 8 6382 4600 Fax: +61 8 6382 4601 www.bdo.com.au BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation. DECLARATION OF INDEPENDENCE BY ASHLEIGH WOODLEY TO THE DIRECTORS OF PROTEOMICS INTERNATIONAL LABORATORIES LIMITED As lead auditor of Proteomics International Laboratories Limited for the year ended 30 June 2026, I declare that, to the best of my knowledge and belief, there have been: 1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and 2. No contraventions of any applicable code of professional conduct in relation to the audit. This declaration is in respect of Proteomics International Laboratories Limited and the entities it controlled during the period. Ashleigh Woodley Director BDO Audit Pty Ltd Perth 31 August 2026 Proteomics International Laboratories Ltd Annual Report FY2026 57Back to contents page
Page 32
58 Proteomics International Laboratories Ltd Statement of consolidated profit or loss and other comprehensive income For the year ended 30 June 2026 Consolidated Note 2026 2025 $ $ The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes 18 Revenue from continuing operations: Services 3 278,015 757,389 Other income Research grants and other income 4 920,833 272,021 Interest income 243,402 197,217 Research and development tax incentive 2,171,430 2,283,017 Total revenue and other income from continuing operations 3,613,680 3,509,644 Expenses Employment and labour expenses 2 (6,452,133) (5,399,202) Share - based payments expense 11 (500,260) (773,225) Depreciation and amortisation expense 2 (809,913) (622,711) Intellectual property maintenance expenses (116,533) (164,968) Interest expense (41,216) (42,043) Clinical research and laboratory related costs (1,363,418) (1,948,214) Professional fees (435,980) (528,788) Travel and marketing expenses (1,435,084) (1,009,670) Facilities expense (104,670) (107,806) Loss in foreign currency translation (18,309) (42,990) Other expenses (947,215) (1,024,524) Total expenses (12,224,731) (11,664,141) Loss before income tax expense (8,611,051) (8,154,497) Income tax expense 5 - - Loss after income tax expense for the year (8,611,051) (8,154,497) Other comprehensive loss Items that may be reclassified subsequently to profit or loss Foreign currency translation 12,201 - Other comprehensive loss for the year, net of tax 12,201 - Total comprehensive loss for the year (8,598,850) (8,154,497) Loss for the year is attributable to: Non - controlling interest (51,366) (39,700) Owners of Proteomics International Laboratories Ltd (8,559,685) (8,114,797) (8,611,051) (8,154,497) Cents Cents Basic loss per share (note 16) (5.21) (6.01) Diluted loss per share (note 16) (5.21) (6.01) Proteomics International Laboratories Ltd Statement of consolidated financial position As at 30 June 2026 Consolidated Note 2026 2025 $ $ The above statement of financial position should be read in conjunction with the accompanying notes 19 Assets Current assets Cash and cash equivalents 6 3,499,759 11,036,820 Trade and other receivables 460,278 241,070 Other assets 7 2,087,932 2,243,084 Total current assets 6,047,969 13,520,974 Non -current assets Property, plant and equipment 8 2,352,197 1,002,126 Right - of - use assets 481,870 257,432 Intangibles 1,012 1,012 Total non - current assets 2,835,079 1,260,570 Total assets 8,883,048 14,781,544 Liabilities Current liabilities Trade and other payables 9 711,342 981,322 Deferred income 3 861,432 170,000 Lease liabilities 204,535 151,144 Provisions 120,837 137,359 Total current liabilities 1,898,146 1,439,825 Non -current liabilities Deferred income 3 1,273,876 209,018 Lease liabilities 126,595 126,595 Provisions 32,267 38,691 Total non - current liabilities 1,432,738 374,304 Total liabilities 3,330,884 1,814,129 Net assets 5,552,164 12,967,415 Equity Issued capital 10 48,320,419 47,637,080 Reserves 12 2,894,758 3,319,200 Accumulated losses (45,408,616) (37,785,834) Parent Entity Interest 5,806,561 13,170,446 Non - controlling interest 17 (254,397) (203,031) Total equity 5,552,164 12,967,415 Statement of Profit or Loss and Other Comprehensive Income Statement of Financial Position Proteomics International Laboratories Ltd Statement of consolidated financial position As at 30 June 2026 Consolidated Note 2026 2025 $ $ The above statement of financial position should be read in conjunction with the accompanying notes 19 Assets Current assets Cash and cash equivalents 6 3,499,759 11,036,820 Trade and other receivables 460,278 241,070 Other assets 7 2,087,932 2,243,084 Total current assets 6,047,969 13,520,974 Non -current assets Property, plant and equipment 8 2,352,197 1,002,126 Right - of - use assets 481,870 257,432 Intangibles 1,012 1,012 Total non - current assets 2,835,079 1,260,570 Total assets 8,883,048 14,781,544 Liabilities Current liabilities Trade and other payables 9 711,342 981,322 Deferred income 3 861,432 170,000 Lease liabilities 204,535 151,144 Provisions 120,837 137,359 Total current liabilities 1,898,146 1,439,825 Non -current liabilities Deferred income 3 1,273,876 209,018 Lease liabilities 126,595 126,595 Provisions 32,267 38,691 Total non - current liabilities 1,432,738 374,304 Total liabilities 3,330,884 1,814,129 Net assets 5,552,164 12,967,415 Equity Issued capital 10 48,320,419 47,637,080 Reserves 12 2,894,758 3,319,200 Accumulated losses (45,408,616) (37,785,834) Parent Entity Interest 5,806,561 13,170,446 Non - controlling interest 17 (254,397) (203,031) Total equity 5,552,164 12,967,415 Proteomics International Laboratories Ltd Statement of consolidated profit or loss and other comprehensive income For the year ended 30 June 2026 Consolidated Note 2026 2025 $ $ The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes 18 Revenue from continuing operations: Services 3 278,015 587 ,389 Other income Research grants and other income 4 920,833 442 ,021 Interest income 243,402 197,217 Research and development tax incentive 2,171,430 2,283,017 Total revenue and other income from continuing operations 3,613,680 3,509,644 Expenses Employment and labour expenses 2 (6,452,133) (5,399,202) Share - based payments expense 11 (500,260) (773,225) Depreciation and amortisation expense 2 (809,913) (622,711) Intellectual property maintenance expenses (116,533) (164,968) Interest expense (41,216) (42,043) Clinical research and laboratory related costs (1,363,418) (1,948,214) Professional fees (435,980) (528,788) Travel and marketing expenses (1,435,084) (1,009,670) Facilities expense (104,670) (107,806) Loss in foreign currency translation (18,309) (42,990) Other expenses (947,215) (1,024,524) Total expenses (12,224,731) (11,664,141) Loss before income tax expense (8,611,051) (8,154,497) Income tax expense 5 - - Loss after income tax expense for the year (8,611,051) (8,154,497) Other comprehensive loss Items that may be reclassified subsequently to profit or loss Foreign currency translation 12,201 - Other comprehensive loss for the year, net of tax 12,201 - Total comprehensive loss for the year (8,598,850) (8,154,497) Loss for the year is attributable to: Non - controlling interest (51,366) (39,700) Owners of Proteomics International Laboratories Ltd (8,559,685) (8,114,797) (8,611,051) (8,154,497) Cents Cents Basic loss per share (note 16) (5.21) (6.01) Diluted loss per share (note 16) (5.21) (6.01) Proteomics International Laboratories Ltd Annual Report FY2026 59Back to contents page
Page 33
60 Proteomics International Laboratories Ltd Statement of consolidated changes in equity For the year ended 30 June 2026 The above statement of changes in equity should be read in conjunction with the accompanying notes 20 Issued Retained Non - controlling Total equity capital Reserves profits interest Consolidated $ $ $ $ $ Balance at 1 July 2024 36,809,702 2,273,853 (29,671,037) (163,331) 9,249,187 Loss after income tax expense for the year - - (8,114,797) (39,700) (8,154,497) Other comprehensive loss for the year, net of tax - - - - - Total comprehensive loss for the year - - (8,114,797) (39,700) (8,154,497) Transactions with owners in their capacity as owners: Contributions of equity, net of transaction costs (note 10) 10,827,378 - - - 10,827,378 Share - based payments (note 11) - 1,045,347 - - 1,045,347 Balance at 30 June 2025 47,637,080 3,319,200 (37,785,834) (203,031) 12,967,415 Issued Retained Non - controlling Total equity capital Reserves profits interest Consolidated $ $ $ $ $ Balance at 1 July 2025 47,637,080 3,319,200 (37,785,834) (203,031) 12,967,415 Loss after income tax expense for the year - - (8,559,685) (51,366) (8,611,051) Other comprehensive loss for the year, net of tax - 12,201 - - 12,201 Total comprehensive loss for the year - 12,201 (8,559,685) (51,366) (8,598,850) Transactions with owners in their capacity as owners: Equity issued net of share issue costs (note 10) (48,589) - - - (48,589) Conversion of options net of costs 731,928 - - - 731,928 Expiry/lapse of options - (936,903) 936,903 - - Share - based payments (note 11) - 500,260 - - 500,260 Balance at 30 June 2026 48,320,419 2,894,758 (45,408,616) (254,397) 5,552,164 Proteomics International Laboratories Ltd Statement of consolidated changes in equity For the year ended 30 June 2026 The above statement of changes in equity should be read in conjunction with the accompanying notes 20 Issued Retained Non - controlling Total equity capital Reserves profits interest Consolidated $ $ $ $ $ Balance at 1 July 2024 36,809,702 2,273,853 (29,671,037) (163,331) 9,249,187 Loss after income tax expense for the year - - (8,114,797) (39,700) (8,154,497) Other comprehensive loss for the year, net of tax - - - - - Total comprehensive loss for the year - - (8,114,797) (39,700) (8,154,497) Transactions with owners in their capacity as owners: Contributions of equity, net of transaction costs (note 10) 10,827,378 - - - 10,827,378 Share - based payments (note 11) - 1,045,347 - - 1,045,347 Balance at 30 June 2025 47,637,080 3,319,200 (37,785,834) (203,031) 12,967,415 Issued Retained Non - controlling Total equity capital Reserves profits interest Consolidated $ $ $ $ $ Balance at 1 July 2025 47,637,080 3,319,200 (37,785,834) (203,031) 12,967,415 Loss after income tax expense for the year - - (8,559,685) (51,366) (8,611,051) Other comprehensive loss for the year, net of tax - 12,201 - - 12,201 Total comprehensive loss for the year - 12,201 (8,559,685) (51,366) (8,598,850) Transactions with owners in their capacity as owners: Equity issued net of share issue costs (note 10) (48,589) - - - (48,589) Conversion of options net of costs 731,928 - - - 731,928 Expiry/lapse of options - (936,903) 936,903 - - Share - based payments (note 11) - 500,260 - - 500,260 Balance at 30 June 2026 48,320,419 2,894,758 (45,408,616) (254,397) 5,552,164 Proteomics International Laboratories Ltd Statement of consolidated cash flows For the year ended 30 June 2026 Consolidated Note 2026 2025 $ $ The above statement of cash flows should be read in conjunction with the accompanying notes 21 Cash flows from operating activities Receipts from customers, grants and other income 2,955,137 822,939 Payments to suppliers and employees (11,266,733) (9,976,954) Interest paid on lease liabilities (41,216) (42,043) Interest received 241,322 234,052 Research and development tax incentive 2,242,549 2,357,668 Net cash used in operating activities (5,868,941) (6,604,338) Cash flows from investing activities Payments for property, plant and equipment (2,013,248) (29,649) Net cash used in investing activities (2,013,248) (29,649) Cash flows from financing activities Proceeds from issue of shares net of costs (48,589) 11,203,125 Proceeds from conversion of options net of costs 731,928 - Repayment of lease liabilities (338,211) (172,562) Net cash from financing activities 345,128 11,030,563 Net increase/(decrease) in cash and cash equivalents (7,537,061) 4,396,576 Cash and cash equivalents at the beginning of the financial year 11,036,820 6,640,244 Cash and cash equivalents at the end of the financial year 6 3,499,759 11,036,820 Statement of Cash FlowsStatement of Changes in EquityProteomics International Laboratories Ltd Statement of consolidated changes in equity For the year ended 30 June 2026 The above statement of changes in equity should be read in conjunction with the accompanying notes 20 Issued Retained Non - controlling Total equity capital Reserves profits interest Consolidated $ $ $ $ $ Balance at 1 July 2024 36,809,702 2,273,853 (29,671,037) (163,331) 9,249,187 Loss after income tax expense for the year - - (8,114,797) (39,700) (8,154,497) Other comprehensive loss for the year, net of tax - - - - - Total comprehensive loss for the year - - (8,114,797) (39,700) (8,154,497) Transactions with owners in their capacity as owners: Contributions of equity, net of transaction costs (note 10) 10,827,378 - - - 10,827,378 Share - based payments (note 11) - 1,045,347 - - 1,045,347 Balance at 30 June 2025 47,637,080 3,319,200 (37,785,834) (203,031) 12,967,415 Issued Retained Non - controlling Total equity capital Reserves profits interest Consolidated $ $ $ $ $ Balance at 1 July 2025 47,637,080 3,319,200 (37,785,834) (203,031) 12,967,415 Loss after income tax expense for the year - - (8,559,685) (51,366) (8,611,051) Other comprehensive loss for the year, net of tax - 12,201 - - 12,201 Total comprehensive loss for the year - 12,201 (8,559,685) (51,366) (8,598,850) Transactions with owners in their capacity as owners: Equity issued net of share issue costs (note 10) (48,589) - - - (48,589) Conversion of options net of costs 731,928 - - - 731,928 Expiry/lapse of options - (936,903) 936,903 - - Share - based payments (note 11) - 500,260 - - 500,260 Balance at 30 June 2026 48,320,419 2,894,758 (45,408,616) (254,397) 5,552,164 Proteomics International Laboratories Ltd Annual Report FY2026 61Back to contents page
Page 34
62 Proteomics International Laboratories Ltd Notes to the consolidated financial statements 30 June 2026 22 Note 1. Summary of Material Accounting Policies The financial report of Proteomics International Laboratories Ltd and its subsidiaries (the Company) for the financial year ended 30 June 2026 was authorised for issue in accordance with a resolution of the Directors on 28 August 2026. The Company is a public company limited by shares, incorporated and domiciled in Australia, and whose shares are trade d on the Australian Securities Exchange. The nature of the operations and principal activities of the Company are described in the Director’s report above. (a) Basis of preparation The principle accounting policies adopted for the preparation of financial statements are set out below. These accounting policies have been applied consistently to all periods presented unless otherwise stated. i) Statement of compliance These general purpose financial statements have been prepared in accordance with the requirements of the Corporations Act 2001, Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board and the Corporations Act 2001. The Company is a for profit entity for the purpose of preparing the financial statements. The financial statements of the Company also comply with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). ii) Basis of Measurement These financial statements have been prepared on an accrual basis and in accordance with the historical cost convention, except for investments, which are measured at fair value. The financial statements are presented in Australian dollars (AUD). All amoun ts disclosed have been rounded to the nearest dollar unless otherwise stated. (b) Segment information The chief operating decision maker has been identified as the Board of Directors (the Board). The Board monitors the operations of the Company as one single segment. The actual to budget items and a detailed profit or loss are reported to the Board to assess the Company's performance. The Board has determined that strategic decision making is facilitated by evaluation of the operations of the legal parent and subsidiaries, which represent the operational performance of the Company’s revenues and the research and development activities a s well as the finance, treasury, compliance and funding elements. (c) Estimates and judgements The preparation of the financial statements requires the use of accounting estimates and judgements which, by definition, will seldom equal the actual results. This note provides an overview of the areas that involve a degree of judgement or complexity in pr eparing the financial information. Facts and circumstances may come to light after the event which may have significantly varied the assessment used, and which may result in a materially di fferent value being recorded at the time of preparing these financial statements. i) Deferred taxes Deferred tax assets have not been brought to account as it is not considered probable that the Company will make taxable profits over the next 12 months. The Company will make a further assessment at the next reporting period. ii) Impairment of assets The Company assesses the impairment of assets at each reporting date by evaluating conditions specific to the asset that may lead to impairment. The assessment of impairment is based on the best estimate of future cash flows available at the time of preparin g the report. However, facts and circumstances may come to light in later periods which may change this assessment if these facts had been known at the time. iii) Recoverability of Research & Development Tax Incentives The Company has registered its research and development activities with the Department of Industry, Innovation and Science. Therefore, the Company is entitled to claim a tax incentive each year based on eligible research and development costs it incurs and , based on successful claim in previous years, the Company expects that it will receive the amount calculated. Proteomics International Laboratories Ltd Notes to the consolidated financial statements 30 June 2026 Note 1. Summary of Material Accounting Policies (continued) 23 iv) Share-Based Payments Equity settled share - based payments to employees are measured at the fair value of the equity instruments at the grant date. The fair value excludes the e ffect of non - market based vesting conditions. Details regarding the determination of the fair value of equity settled share - based transactions are set out in note 11. The fair value determined at the grant date of the equity settled share - based payments is expensed on a straight line basis over the vesting period, based on the Group's estimate of the number of equity instruments expected to vest as a result of the e ffect of non - market based vesting conditions. v) Estimation of useful lives of assets The consolidated entity determines the estimated useful lives and related depreciation and amortisation charges for its property, plant and equipment. The useful lives could change significantly as a result of technical innovations or some other event. The depreciation and amortisation charge will increase where the useful lives are less than previously estimated lives, or technically obsolete or non - strategic assets that have been abandoned or sold will be written o ff or written down. (d) Revenue recognition and other income Revenue is recognised when or as the Company transfers control of goods or services to a customer, at the amount to which the Company expects to be entitled. The following is a description of the principal activities from which the Company generates its revenue and other income: ● Grant and equivalent/other income including the Research & Development Tax Incentive Grant and equivalent and other income are recognised at their fair value where it is probable that the grant and other income will be received. The Company is eligible to claim, and receive, a tax credit for its qualifying research and development activiti es (Research & Development tax incentive). The Research & Development tax credit to be received by the Company in relation to the year ended 30 June 2026 is estimated to be $2,004,954. ● Revenue from contracts with customers - Commercialisation of Promarker products Revenue from commercialisation of PromarkerD is measured based on the consideration specified in a contract with a customer. The Company recognises revenue when it transfers control over a product or service to a customer. ● Revenue from contracts with customers - Sales of Analytical and Other Services Revenue from the provisions of analytical and other services is recognised in the accounting period in which the services are rendered. If services rendered by the Company exceed the payment received, a contract asset is recognised. If the payment received exceeds the services rendered, a contract liability is recognised. In some circumstances, analytical and other services are bundled together with provision of sales of services and products. The sale of products is a separate performance obligation and transaction price is allocated to the products and services on a relat ive stand - alone selling price basis. (e) Share-based payments Share- based payments compensation benefits are provided to employees, Directors and consultants via the issues of shares, performance rights and/or options. The fair value of the shares, performance rights and options granted as compensation benefits are rec ognised as a share- based payments expense in the statement of profit or loss and other comprehensive income with a corresponding increase in equity in the statement of financial position. Share- based payments compensation benefits are provided to consultants for capital raising via the issues of shares and/or options. The fair value of the shares and options granted in relation to capital raisings are recognised as a transaction cost and o ffset against equity in the statement of financial position. (f) Foreign currency translation and transactions Both the functional and presentation currency of the Company is in Australian dollars. Proteomics International Laboratories Ltd Annual Report FY2026 63Back to contents page
Page 35
64 Proteomics International Laboratories Ltd Notes to the consolidated financial statements 30 June 2026 Note 1. Summary of Material Accounting Policies (continued) 24 (g) Joint Arrangements The Company entered into a collaborative joint arrangement with the University of Western Australia during the year ended 30 June 2020 for the expansion and operation of the Western Australian Proteomics Facility. The collaboration arrangement is not structured through a separate entity. Both parties to the arrangement will operate independently with each party maintaining independent rights to the assets of the collaboration, and liabilities resulting from activiti es under the arrangement will be several, and not joint or joint and several. The arrangement has therefore been classified as a joint operation and the Company recognises its direct right to the jointly held assets liabilities, revenues and expenses in acc ordance with AASB 11 - Joint Arrangement. (h) Property, plant and equipment The Company's accounting policy for plant and equipment is stated at historical cost less depreciation. Depreciation is calculated on a diminishing value basis or on a straight line basis, as appropriate, to write o ff the net cost of each item of plant and equipment (excluding land) over their expected useful lives as follows: Plant and equipment : 1 - 10 years The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date. Leasehold improvements and plant and equipment under finance lease are depreciated over the unexpired period of the lease or the estimated useful life of the assets, whichever is shorter. (i) New Accounting Standards not yet Mandatory New or amended Accounting Standards and Interpretations adopted The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. New Accounting Standards and Interpretations not yet mandatory or early adopted Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the consolidated entity for the annual reporting period ended 30 June 2026. The consolidated entity's as sessment of the impact of these new or amended Accounting Standards and Interpretations, most relevant to the consolidated entity, are set out below. AASB 18 Presentation and Disclosure in Financial Statements This standard is applicable to annual reporting periods beginning on or after 1 January 2027 and early adoption is permitted. The standard replaces IAS 1 'Presentation of Financial Statements', with many of the original disclosure requirements retained and there will be no impact on the recognition and measurement of items in the financial statements. But the standard will a ffect presentation and disclosure in the financial statements, including introducing five categories in the statement of profit or loss and other comprehensive income: operating, investing, financing, income taxes and discontinued operations. The standard introduces two mandatory sub - totals in the statement: 'Operating profit' and 'Profit before financing and income taxes'. There are also new disc losure requirements for 'management - defined performance measures', such as earnings before interest, taxes, depreciation and amortisation ('EBITDA') or 'adjusted profit'. The standard provides enhanced guidance on grouping of information (aggregation and dis aggregation), including whether to present this information in the primary financial statements or in the notes. The consolidated entity will adopt this standard from 1 July 2027 and it is expected that there will be a significant change to the layout of the statement of profit or loss and other comprehensive income. (j) Going Concern The Group’s financial statements have been prepared on the going concern basis, which contemplates continuity of normal business activities and the realisation of assets and the settlement of liabilities in the ordinary course of business . For the year ended 30 June 2026 the Group incurred a net loss of $8,611,051 and net cash used in operating activities amounted to $5,868,941. Proteomics International Laboratories Ltd Notes to the consolidated financial statements 30 June 2026 Note 1. Summary of Material Accounting Policies (continued) 25 The going concern of the Group is dependent upon it maintaining sufficient funds for its operations and commitments. The Group is commercialising its Promarker portfolio which will require future funding. As a result, there is a material uncertainty that m ay cast significant doubt over the entity’s ability to continue as a going concern. The Group has a successful history of: ● Raising sufficient capital to fund the Group’s operations; ● Being eligible to claim the Research and Development tax incentive from the ATO for eligible spend; and ● Accessing Research and Development tax incentive advances prior to claiming Research and Development tax incentive. In the event that the Company is not able to successfully complete any one or more of the aforementioned activities , it may be unable to realise its assets and discharge its liabilities in the normal course of business. The financial statements do not include adjustments relating to the recoverability and classification of recorded asset amounts, nor to the amounts and classification of liabilities that might be necessary should the Group not continue as a going concern. Note 2. Loss for the year Consolidated 2026 2025 $ $ Loss for the full year included the following: i) Employee and labour expenses Salaries and wages 5,415,198 4,270,705 Other personnel costs 562,082 569,306 Superannuation 569,489 513,654 Increase (decrease) in leave liabilities (94,636) 45,537 6,452,133 5,399,202 ii) Depreciation expense Depreciation on property, plant and equipment 663,238 476,036 Depreciation on right ‐of ‐use assets 146,675 146,675 809,913 622,711 Note 3. Services Consolidated 2026 2025 Product Type $ $ Licensing Income 21,335 15,749 Analytical Services 256,680 57 1,640 278,015 587 ,389 Consolidated 2026 2025 $ $ Timing of Transfer of Goods and Services Over time 278,015 587 ,389 Proteomics International Laboratories Ltd Annual Report FY2026 65Back to contents page
Page 36
66 Proteomics International Laboratories Ltd Notes to the consolidated financial statements 30 June 2026 Note 3. Services (continued) 26 Consolidated 2026 2025 Primary Geographic Markets Australia and New Zealand 229,689 514,563 USA 17,384 15,694 India 30,942 217,068 South East Asia - 10,064 278,015 757,389 Consolidated 2026 2025 $ $ Deferred Revenue and Income Current 861,432 170,000 Non - current 1,273,876 209,018 2,135,308 379,018 Consolidated 2026 2025 $ $ Reconciliation of movement in deferred revenue and income Opening balance 379,018 628,167 Additions 1,926,290 - Recognised as revenue during the year (170,000) (249,149) Closing balance at year end 2,135,308 379,018 Deferred income comprises both grant funding received in advance and revenue invoiced or received in advance of performance obligations being satisfied. As at the reporting date, deferred income is comprised of: ● Deferred grant income: $806,432 current and $1,273,876 non - current (total $2,080,308) ● Deferred revenue: $55,000 current and nil non - current (total $55,000) Accordingly, total deferred income of $2,135,308 comprises $2,080,308 of deferred grant income and $55,000 of deferred revenue. Grant income will be recognised as income over the period in which the related funding conditions are satisfied, while deferred revenue will be recognised when the associated performance obligations are fulfilled. Deferred grant income in 2025 primarily relates to funds received under the collaboration agreement with University of Western Australia. Deferred grant income in 2026 primarily relates to funds received under the BPA grant agreement. $6 million expansion of the WA Proteomics Facility, in partnership with The University of Western Australia (UWA), the WA State Government and Bioplatforms Australia. The funding will support the implementation of an accredited protein biomarker analysis platform, enabling industrial - scale screening to accelerate advances in precision medical diagnostics and agricultural proteomics. The expansion co mprises a $6 million co - investment over three years by Proteomics International, UWA, the WA State Government and Bioplatforms Australia (through the Commonwealth Government National Collaborative Research Infrastructure Strategy (NCRIS)) inclu ding $1 million each from UWA and Proteomics International. Proteomics International Laboratories Ltd Notes to the consolidated financial statements 30 June 2026 27 Note 4. Research grants and other income Consolidated 2026 2025 $ $ Grant income 920,833 442 ,021 During the year the Group received $891,841 funding under the Bioplatforms Australia National Collaborative Research Infrastructure Strategy (NCRIS) program. Funding was received to support operation of the WA Proteomics Facility and acquisition of specialised laboratory infrastructure. Capital funding relating to acquisition of the Medical Precision Diagnostics Platform is recognised as deferred income and released to profit or loss over the expected useful life of the associated asset. Operational funding is recognised over the period in which the related expenditure is incurre d. The funding is subject to ongoing reporting, KPI, asset usage and programme compliance requirements. During the year the Group received $100,992 funding under the Western Australian Department of Health Innovation Seed Fund 2024- 25 grant funding agreement. Funding was received to support the development and commercialisation of Promarker®Endo , a novel blood test for endometriosis diagnosis. Funding is provided for eligible project expenditure, including personnel, laboratory consumables, regulatory and commercialisation activities, and is recognised over the period in which the related expendi ture is incurred. The funding is subject to ongoing milestone, reporting, expenditure and programme compliance requirements. Note 5. Income tax expense Consolidated 2026 2025 $ $ Income tax expense Current tax - - Deferred tax - origination and reversal of temporary differences - - Aggregate income tax expense - - Numerical reconciliation of income tax expense and tax at the statutory rate Loss before income tax expense (8,611,051) (8,154,497) Tax at the statutory tax rate of 25% (2,152,763) (2,038,624) Tax effect amounts which are not deductible/(taxable) in calculating taxable income: Share - based payments 125,065 193,311 Research and development tax incentive (542,858) (570,754) Expected credit losses - 12,847 Reduction in loss for tax credit 2,570,556 2,403,220 Income tax expense - - Consolidated 2026 2025 $ $ Tax losses not recognised Unused tax losses for which no deferred tax asset has been recognised 19,806,427 15,349,933 Potential tax benefit @ 25% 4,951,607 3,837,483 The above potential tax benefit for tax losses has not been recognised in the statement of financial position. These tax losses can only be utilised in the future if the continuity of ownership test is passed, or failing that, the same business t est is pas sed. Proteomics International Laboratories Ltd Notes to the consolidated financial statements 30 June 2026 Note 3. Services (continued) 26 Consolidated 2026 2025 Primary Geographic Markets Australia and New Zealand 229,689 344 ,563 USA 17,384 15,694 India 30,942 217,068 South East Asia - 10,064 278,015 587 ,389 Consolidated 2026 2025 $ $ Deferred Revenue and Income Current 861,432 170,000 Non - current 1,273,876 209,018 2,135,308 379,018 Consolidated 2026 2025 $ $ Reconciliation of movement in deferred revenue and income Opening balance 379,018 628,167 Additions 1,926,290 - Recognised as incom e during the year (170,000) (249,149) Closing balance at year end 2,135,308 379,018 Deferred income comprises solely of grant funding. Accordingly, total deferred income of $2,135,308 comprises $2,080,308 of deferred grant income and $55,000 of deferred revenue. Grant income will be recognised as income over the period in which the related funding conditions are satisfied, while deferred revenue will be recognised when the associated performance obligations are fulfilled. Deferred grant income in 2025 primarily relates to funds received under the collaboration agreement with University of Western Australia. Deferred grant income in 2026 primarily relates to funds received under the BPA grant agreement. $6 million expansion of the WA Proteomics Facility, in partnership with The University of Western Australia (UWA), the WA State Government and Bioplatforms Aus tralia. The funding will support the implementation of an accredited protein biomarker analysis platform, enabling industrial - scale screening to accelerate advances in precision medical diagnostics and agricultural proteomics. The expansion comprises a $6 million co - investment over three years by Proteomics International, UWA, the WA State Governmen t and Bioplatforms Australia (through the Commonwealth Government National Collaborative Research Infrastructure Strategy (NCRIS)) including $1 million each from UWA and Proteomics International. Proteomics International Laboratories Ltd Annual Report FY2026 67Back to contents page
Page 37
68 Proteomics International Laboratories Ltd Notes to the consolidated financial statements 30 June 2026 Note 5. Income tax expense (continued) 28 Consolidated 2026 2025 $ $ Deferred tax assets not recognised Deferred tax assets not recognised comprises temporary differences attributable to: Provisions 95,947 2,776 Accrued expenses 13,444 428 Tax losses 4,951,606 3,837,483 Total deferred tax assets not recognised 5,060,997 3,840,687 Proteomics International Laboratories Ltd (the 'head entity') and its wholly ‐owned Australian subsidiaries have formed an income tax consolidated group under the tax consolidation regime. The head entity and each subsidiary in the tax consolidated group co ntinue to account for their own current and deferred tax amounts. The tax consolidated group has applied the 'separate taxpayer within group' approach in determining the appropriate amount of taxes to allocate to members of the tax consolidated group. In addition to its own current and deferred tax amounts, the head entity also recognises the current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from each subsidiary in the tax consolidated group. Deferred tax assets have not been recognised as it is not considered probable that future taxable profits will be available to utilise the related tax losses and deductible temporary differences. Note 6. Cash and cash equivalents Consolidated 2026 2025 $ $ Current assets Cash at bank 530,147 1,620,230 Deposits at call 2,969,612 9,416,590 3,499,759 11,036,820 Consolidated 2026 2025 $ $ Reconciliation of loss after income tax to net cash flows from operating activities Loss for the year (8,611,051) (8,154,497) Non - cash items: - - Depreciation 809,913 622,711 Unrealised foreign currency loss 18,309 42,990 Share - based payments 500,260 773,225 Operating activities: - - (Increase) / decrease in trade and other debtors (204,891) (56,812) (Increase) / decrease in other assets 155,151 97,040 Increase / (decrease) in trade and other creditors (198,086) 309,049 Increase / (decrease) in deferred revenue 1,756,290 (249,149) Increase / (decrease) in provisions (94,836) 11,105 (5,868,941) (6,604,338) Non - cash investing and financing activities during the period includes the acquisition of right of use assets of $370,095 (2025: nil). Proteomics International Laboratories Ltd Notes to the consolidated financial statements 30 June 2026 29 Note 7. Other assets Consolidated 2026 2025 $ $ Current assets Accrued income 25,775 59,548 Patent Fee ‐ Advances 5,632 16,614 Prepayments 47,771 91,922 Research and development tax incentive - 2025 - 2,075,000 Research and development tax incentive - 2026 2,004,954 - Security deposits 3,800 - 2,087,932 2,243,084 Note 8. Property, plant and equipment Consolidated 2026 2025 $ $ Non - current assets Plant and equipment - at cost 6,239,057 4,225,809 Less: Accumulated depreciation (3,886,860) (3,223,683) 2,352,197 1,002,126 Consolidated 2026 2025 Reconciliation $ $ Opening net book value 1,002,126 1,397,229 Additions 1 2,013,309 80,933 Depreciation charge (663,238) (476,036) Closing Net Book Value 2,352,197 1,002,126 1During the year ended 30 June 2026 the Company acquired various pieces of capital equipment including a Mass Spectrometer of $1.9 million which was funded by grant funding. Note 9. Trade and other payables Consolidated 2026 2025 $ $ Current liabilities Trade payables 105,916 - Other payables 325,366 646,482 Employee Benefits 262,951 334,840 BAS payable 17,109 - 711,342 981,322 Proteomics International Laboratories Ltd Notes to the consolidated financial statements 30 June 2026 29 Note 7. Other assets Consolidated 2026 2025 $ $ Current assets Accrued income 25,775 59,548 Patent Fee ‐ Advances 5,632 16,614 Prepayments 47,771 91,922 Research and development tax incentive - 2025 - 2,075,000 Research and development tax incentive - 2026 2,004,954 - Security deposits 3,800 - 2,087,932 2,243,084 Note 8. Property, plant and equipment Consolidated 2026 2025 $ $ Non - current assets Plant and equipment - at cost 6,239,057 4,225,809 Less: Accumulated depreciation (3,886,860) (3,223,683) 2,352,197 1,002,126 Consolidated 2026 2025 Reconciliation $ $ Opening net book value 1,002,126 1,397,229 Additions 1 2,013,309 80,933 Depreciation charge (663,238) (476,036) Closing Net Book Value 2,352,197 1,002,126 1During the year ended 30 June 2026 the Company acquired various pieces of capital equipment including a Mass Spectrometer of $1.9 million which was funded by grant funding. Note 9. Trade and other payables Consolidated 2026 2025 $ $ Current liabilities Trade payables 105,916 - Other payables 325,366 646,482 Employee Benefits 262,951 334,840 BAS payable 17,109 - 711,342 981,322 Proteomics International Laboratories Ltd Annual Report FY2026 69Back to contents page
Page 38
70 Proteomics International Laboratories Ltd Notes to the consolidated financial statements 30 June 2026 Note 9. Trade and other payables (continued) 30 (a) Classifications of trade and other payables: Trade payable are unsecured and are usually paid within 60 days of recognition and therefore are classified as current. (b) Fair value of trade and other payables: The carrying amount of trade and other payables are assumed to be the same as their fair value, due to their short - term nature. (c) Refer to Note 13 for further information on risk exposure Note 10. Issued capital Consolidated 2026 2025 2026 2025 Shares Shares $ $ Ordinary shares - fully paid 165,197,512 163,521,437 48,320,419 47,637,080 Movements in ordinary share capital Details Date Shares Issue price $ Balance 1 July 2024 130,892,616 36,809,702 Exercise of performance rights 08/07/2024 28,180 $0.00 - Exercise of performance rights 08/07/2024 40,474 $0.00 - Exercise of performance rights 08/07/2024 41,448 $0.00 - Issue of shares 29/04/2025 10,810,811 $0.37 4,000,000 Issue of shares 06/06/2025 20,356,556 $0.37 7,532,000 Issue of shares 06/06/2025 1,351,352 $0.37 500,000 Less: Transaction costs - $0.00 (1,204,622) Balance 30 June 2025 163,521,437 47,637,080 Exercise of performance rights 08 - Jul - 2025 160,420 $0.00 - Exercise of performance rights 25 - Nov - 2025 50,000 $0.00 - Exercise of listed options 22 - Dec - 2025 40,540 $0.50 20,270 Exercise of listed options 12 - Jan - 2026 32,430 $0.50 16,215 Exercise of listed options 16 - Jan - 2026 147,286 $0.50 73,643 Exercise of listed options 21 - Jan - 2026 1,164,320 $0.00 582,160 Exercise of listed options 02 - Feb - 2026 67,566 $0.50 33,783 Exercise of listed options 02 - Jun - 2026 13,513 $0.50 6,756 Less: Transaction costs - $0.00 (49,488) Balance 30 June 2026 165,197,512 48,320,419 Ordinary shares Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the company does not h ave a limited amount of authorised capital. On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote. Share buy -back There is no current on- market share buy - back. Note 11. Share - based payments Securities may be issued to Directors, employees, external consultants or non - related parties without shareholders’ approval, where the annual 15% capacity pursuant to ASX Listing Rule 7.1 has not been exceeded. Options cannot be offered to a director or an associate except where approval is given by shareholders at a general meeting. Proteomics International Laboratories Ltd Notes to the consolidated financial statements 30 June 2026 Note 11. Share - based payments (continued) 31 Securities may be issued to employees in accordance with the Company’s existing Employee Share Option Plan (ESOP). Securities cannot be offered to a director or an associate except where approval is given by shareholders at a general meeting. Each option and right issued converts into one ordinary share of Proteomics International Laboratories Ltd on exercise. The options and rights carry neither right to dividends nor voting rights. Options and rights may be exercised at any time from the date of vesting t o the date of their expiry. A reconciliation of the movement in share based payments expenses from options and rights issued, lapsed and forfeited during the year can be found at note 12 - Reserves. Set our below are summaries of options granted for the year ended 30 June 2026: 2026 Options Balance at Expired/ Balance at Exercise the start of forfeited/ the end of Grant date Expiry date price the year Granted Exercised other the year 24/11/2022 23/11/2025 $1.32 375,000 - - (375,000) - 24/11/2022 23/11/2026 $1.76 375,000 - - - 375,000 17/06/2024 30/06/2027 $1.50 1,520,000 - - - 1,520,000 17/06/2024 30/06/2027 $2.50 912,000 - - - 912,000 17/06/2024 30/06/2028 $3.50 608,000 - - - 608,000 21/11/2024 30/06/2028 $5.00 800,000 - - - 800,000 21/11/2024 30/06/2028 $5.00 2,240,000 - - - 2,240,000 21/11/2024 21/11/2027 $1.50 125,000 - - - 125,000 21/11/2024 21/11/2028 $2.50 125,000 - - - 125,000 21/11/2024 21/11/2027 $1.50 1,000,000 - - - 1,000,000 21/11/2024 21/11/2028 $2.50 800,000 - - - 800,000 21/11/2024 21/11/2028 $3.50 800,000 - - - 800,000 16/12/2024 30/06/2027 $1.20 300,000 - - - 300,000 16/12/2024 30/06/2027 $1.50 300,000 - - - 300,000 16/12/2024 30/06/2027 $2.50 180,000 - - - 180,000 16/12/2024 30/06/2028 $3.50 120,000 - - - 120,000 16/12/2024 30/06/2028 $5.00 600,000 - - - 600,000 29/04/2025 06/06/2027 $0.55 2,000,000 - - - 2,000,000 29/04/2025 31/05/2026 $0.50 16,259,055 - (1,465,655) (14,793,400) - 13/10/2025 06/06/2027 $0.55 - 375,000 - - 375,000 21/11/2025 21/11/2028 $0.67 - 250,000 - - 250,000 21/11/2025 21/11/2029 $1.00 - 250,000 - - 250,000 19/01/2026 19/01/2031 $1.06 - 5,796,058 - - 5,796,058 29,439,055 6,671,058 (1,465,655) (15,168,400) 19,476,058 Weighted average exercise price $1.51 $1.01 $0.55 $0.57 $2.15 The weighted average remaining contractual life of options outstanding at the end of the financial year was 2.45 years (2025: 1.61 years). Options granted on 19 January 2026, are subject to shareholder approval at the next General Meeting. For further information, see 'Proposed issue of Options and Performance Rights to CEO and Managing Director' at the end of this note. During the current period the following options were granted. The fair value of the options at grant date are determined using a Black Scholes pricing method that takes into account the exercise price, the term of the option, the share price at grant date and expected volatility of the underlying share, the expected dividend yield and the risk - free interest rate for the term of the option. The following table lists the inputs to the model used for valuation of the unlisted options: Proteomics International Laboratories Ltd Annual Report FY2026 71Back to contents page
Page 39
72 Proteomics International Laboratories Ltd Notes to the consolidated financial statements 30 June 2026 Note 11. Share - based payments (continued) 32 Particulars Director Options - Class G Director Options - Class H Advisor Options Number of options/rights 250,000 250,000 375,000 Valuation date 21 November 2025 21 November 2025 13 October 2025 Vesting date 21 November 2025 21 November 2025 13 October 2025 Expiry date 21 November 2028 21 November 2029 6 June 2027 Underlying share price used $0.32 $0.32 $0.37 Exercise price $0.67 $2.50 $0.55 Risk - free rate 3.75% 3.75% 3.46% Volatility 70% 70% 70% Dividend yield nil nil Nil Valuation per Option $0.0932 $0.0906 $0.0885 Set our below are summaries of rights granted for the year ended 30 June 2026: 2026 Balance at Expired/ Balance at Performance Rights the start of forfeited/ the end of Grant date Expiry date the year Granted Exercised other the year 22/11/2022 31/07/2025 36,114 - (36,114) - - 24/10/2023 31/07/2025 36,253 - (36,253) - - 24/10/2023 31/07/2026 36,253 - - (14,253) 22,000 17/12/2024 31/07/2025 88,053 - (88,053) - - 17/12/2024 31/07/2026 65,099 - - (15,442) 49,657 17/12/2024 31/07/2027 56,252 - - (22,826) 33,426 21/11/2024 31/12/2025 50,000 - (50,000) - - 21/11/2024 31/12/2026 25,000 - - - 25,000 01/10/2025 31/07/2026 - 168,454 - (64,507) 103,947 01/10/2025 31/07/2027 - 120,573 - (47,102) 73,471 01/10/2025 31/07/2028 - 120,573 - (47,102) 73,471 19/01/2026 19/01/2031 - 754,838 - - 754,838 393,024 1,164,438 (210,420) (211,232) 1,135,810 Rights granted on 19 January 2026, are subject to shareholder approval at the next General Meeting. For further information, see 'Proposed issue of Options and Performance Rights to CEO and Managing Director' at the end of this note. During the current period the following performance rights were granted. The fair value of the performance rights, as there are only service and no market hurdles, are determined by using the share price at the issue date. The following table lists the inp uts used: Particulars 2026 - Class A 2026 - Class B 2026 - Class C Number of options 168,454 120,573 120,573 Valuation date 1 October 2025 1 October 2025 1 October 2025 Vesting date 30 June 2026 30 June 2027 30 June 2028 Expiry date 31 July 2026 31 July 2027 31 July 2028 Underlying share price used $0.335 $0.335 $0.335 Exercise price $0.00 $0.00 $0.00 Set our below are summaries of options granted for the year ended 30 June 2025: Proteomics International Laboratories Ltd Notes to the consolidated financial statements 30 June 2026 Note 11. Share - based payments (continued) 33 2025 Options Balance at Expired/ Balance at Exercise the start of forfeited/ the end of Grant date Expiry date price the year Granted Exercised other the year 20/07/2021 12/07/2024 $1.16 150,000 - - (150,000) - 24/11/2022 23/11/2025 $1.32 375,000 - - - 375,000 24/11/2022 23/11/2026 $1.76 375,000 - - - 375,000 17/06/2024 30/06/2027 $1.50 1,520,000 - - - 1,520,000 17/06/2024 30/06/2027 $2.50 912,000 - - - 912,000 17/06/2024 30/06/2028 $3.50 608,000 - - - 608,000 21/11/2024 30/06/2028 $5.00 - 800,000 - - 800,000 21/11/2024 30/06/2028 $5.00 - 2,240,000 - - 2,240,000 21/11/2024 21/11/2027 $1.50 - 125,000 - - 125,000 21/11/2024 21/11/2028 $2.50 - 125,000 - - 125,000 21/11/2024 21/11/2027 $1.50 - 1,000,000 - - 1,000,000 21/11/2024 21/11/2028 $2.50 - 800,000 - - 800,000 21/11/2024 21/11/2028 $3.50 - 800,000 - - 800,000 16/12/2024 30/06/2027 $1.20 - 300,000 - - 300,000 16/12/2024 30/06/2027 $1.50 - 300,000 - - 300,000 16/12/2024 30/06/2027 $2.50 - 180,000 - - 180,000 16/12/2024 30/06/2028 $3.50 - 120,000 - - 120,000 16/12/2024 30/06/2028 $5.00 - 600,000 - - 600,000 29/04/2025 31/05/2026 $0.55 - 2,000,000 - - 2,000,000 29/04/2025 31/05/2026 $0.50 - 16,259,055 - - 16,259,055 3,940,000 25,649,055 - (150,000) 29,439,055 Weighted average exercise price $2.07 $1.43 $0.00 $0.00 $1.51 Proposed issue of Options and Performance Rights to CEO and Managing Director David Morris was appointed the role of CEO and Managing director and commenced on 19 January. As part of his contract he was awarded the following grants subject to shareholder approval which will occur at the next General Meeting: Particulars Options Performance Rights Number of options 5,796,058 754,838 Commencement date 19 January 2026 19 January 2026 Valuation date 30 June 2026 30 June 2026 Vesting dates 19 January 2027 - 33.3% 19 January 2028 - 33.3% 19 January 2029 - 33.3% 19 January 2029 Expiry date 19 January 2031 19 January 2031 Underlying share price used $0.115 $0.115 Exercise price $1.062 $0.00 Risk - free rate 4.36% N/A Volatility 70% N/A Dividend yield nil nil Valuation per security $0.022 $0.115 The value attributed to these securities is an estimate only. Subject to shareholder approval, the final fair value will be determined at the grant date in accordance with AASB 2 and may differ from the values disclosed above. Subsequent to 30 June 2026, the Board has reviewed the original incentive package and determined it is no longer considered to provide an appropriate retention or reward mechanism given the subsequent volatility in the Company’s share price. Therefore it will at the Annual General Meeting propose a incentive revised package consisting solely of performan ce rights, to shareholders for approval. Proteomics International Laboratories Ltd Annual Report FY2026 73Back to contents page
Page 40
74 Proteomics International Laboratories Ltd Notes to the consolidated financial statements 30 June 2026 34 Note 12. Reserves Consolidated 2026 2025 $ $ Foreign currency reserve 12,201 - Share - based payments reserve 2,882,557 3,319,200 2,894,758 3,319,200 Consolidated 2026 2025 Movement reconciliation $ $ Foreign currency reserve Opening balance - - Translation of foreign subsidiaries 12,201 - Closing balance 12,201 - Share - based payments reserve Opening balance 3,319,200 2,273,853 Share - based payment transactions 500,260 1,045,347 Reversal of share - based payment transactions to employees from prior periods (936,903) - Closing balance 2,882,557 3,319,200 2,894,758 3,319,200 Foreign currency reserve The reserve is used to recognise exchange differences arising from the translation of the financial statements of foreign operations to Australian dollars. It is also used to recognise gains and losses on hedges of the net investments in foreign operations . Share -based payments reserve The reserve is used to recognise the value of equity benefits provided to employees and Directors as part of their remuneration, and other parties as part of their compensation for services. Note 13. Financial Risk Management Financial risk management objectives The activities of the Company expose it to a variety of financial risks (including interest rate risk, credit risk and liquid ity risk). The Company's overall risk management program focuses on the unpredictability of the financial markets and seeks to minimise potential adverse effects on the financial performance of the Company. However, the Company uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate risk and aging analysis for credit risk. At present the Company is not exposed to price risk. Risk management is carried out by the Board of Directors with assistance from suitably qualified external advisors where necessary. The Board provides written principles for overall risk management and further policies will evolve commensurate with the evo lution and growth of the Company. Proteomics International Laboratories Ltd Notes to the consolidated financial statements 30 June 2026 Note 13. Financial Risk Management (continued) 35 The Company holds the following financial instruments: Consolidated 2026 2025 $ $ Financial assets Cash and cash equivalents 3,499,759 11,036,820 Trade and other receivables 460,278 241,070 Research & Development tax incentive 2,004,954 2,075,000 5,964,991 13,352,890 Financial liabilities Trade and other payables (711,342) (981,322) Lease liabilities (331,130) (277,739) (1,042,472) (1,259,061) The main purpose of the financial instruments is to fund the Company's operations. The entity has consistently maintained a policy throughout the reporting period of not engaging in trading financial instruments to mitigate operational risk exposure. The primary financial risks faced by the Company relate to cash flow, encompassing interest rate risk, liquidity risk, and credit risk. The Board of Directors evaluates and approves specific policies for managing each of these risks, as outlined below: (a) Market risk (i) Cash flow and interest rate risk The Company's only interest rate risk arises from cash and cash equivalents held. Term deposits and current accounts held with variable interest rates expose the Company to cash flow interest rate risk. The following sets out the Company's exposure to interest rate risk, including the effective weighted average interest rate by maturity: Weighted Average Total Consolidated Details Interest Rate $ 30 June 2026 Financial Assets Cash and cash equivalents 3.79% 3,499,759 30 June 2025 Financial Assets Cash and cash equivalents 1.79% 11,036,820 All other financial instruments have either a zero coupon rate or a fixed interest rate Sensitivity At 30 June 2026, if interest rates had increased by 0.25% or decreased by 0.25% from the year end rates with all other variables held constant, post - tax loss for the year would have been $8,749 lower / ($8,749) higher, mainly as a result of higher / lower interest income from cash and cash equivalents (30 June 2025 changes of 0.25% / 0.25%: $27,575 lower / ($27,575) higher. (ii) Foreign currency risk The Company is exposed to some movements in foreign exchange due to the customers and suppliers that the Company currently works with overseas. The company does not currently hedge its exposure to foreign currency sales and the impact of the financial stat ements at year end for foreign currency movements is immaterial. Proteomics International Laboratories Ltd Notes to the consolidated financial statements 30 June 2026 34 Note 12. Reserves Consolidated 2026 2025 $ $ Foreign currency reserve 12,201 - Share - based payments reserve 2,882,557 3,319,200 2,894,758 3,319,200 Consolidated 2026 2025 Movement reconciliation $ $ Foreign currency reserve Opening balance - - Translation of foreign subsidiaries 12,201 - Closing balance 12,201 - Share - based payments reserve Opening balance 3,319,200 2,273,853 Share - based payment transactions 500,260 1,045,347 Reversal of share - based payment transactions to employees from prior periods (936,903) - Closing balance 2,882,557 3,319,200 2,894,758 3,319,200 Foreign currency reserve The reserve is used to recognise exchange differences arising from the translation of the financial statements of foreign operations to Australian dollars. It is also used to recognise gains and losses on hedges of the net investments in foreign operations . Share -based payments reserve The reserve is used to recognise the value of equity benefits provided to employees and Directors as part of their remuneration, and other parties as part of their compensation for services. Note 13. Financial Risk Management Financial risk management objectives The activities of the Company expose it to a variety of financial risks (including interest rate risk, credit risk and liquid ity risk). The Company's overall risk management program focuses on the unpredictability of the financial markets and seeks to minimise potential adverse effects on the financial performance of the Company. However, the Company uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate risk and aging analysis for credit risk. At present the Company is not exposed to price risk. Risk management is carried out by the Board of Directors with assistance from suitably qualified external advisors where necessary. The Board provides written principles for overall risk management and further policies will evolve commensurate with the evo lution and growth of the Company. Proteomics International Laboratories Ltd Annual Report FY2026 75Back to contents page
Page 41
76 Proteomics International Laboratories Ltd Notes to the consolidated financial statements 30 June 2026 Note 13. Financial Risk Management (continued) 36 (b) Credit risk Credit risk is managed on a group basis. Credit risk arises from cash and cash equivalents and deposits with banks and financial institutions, as well as credit exposures to retail customers, including outstanding receivables and committed transactions. Fo r banks and financial institutions, only independently rated parties with a minimum rating of 'A' are accepted. Otherwise, if there is no independent rating, the board assesses the credit quality of the customer, taking into account its financial position, past experience and other factors. Individual risk limits are set based on internal or external ratings in accordance with limits set by the board. The compliance with credit limits by customers is regularly monitored by the managing director. Sales to re tail customers are required to be settled in cash (in part, in advance) or using major financial institutional payment processes, to mitigate credit risk. Consolidated 2026 2025 $ $ Cash and cash equivalents 4,029,906 11,036,820 Trade and Other Receivables 920,556 241,070 Research and development tax incentive 2,004,954 2,075,000 (c) Liquidity Risk Prudent liquidity risk management implies maintaining sufficient cash balances and access to equity funding. The Directors monitor the cash- burn rate of the Company on an ongoing basis against budget. As at reporting date the Company had sufficient cash reserves to meet its requirements. The Company has no access to credit standby facilities or arrangements for f urther funding or additional capacity in its borrowing arrangements. The financial liabilities the Company had at reporting date included lease liabilities and trade payables incurred in the normal course of the business. Trade payables were non - interest bearing and were due within the normal 30 - 60 days terms of creditor payments. The table below analyses the Company's financial liabilities into relevant maturity groupings based on the remaining period at the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. Contractual maturities of financial liabilities Weighted average interest rate Less than 6 months 6 - 12 months Between 1 - 2 years Between 2 - 5 years Total Contractua l Cash Flows Carrying Amount % $ $ $ $ $ $ As at 30 June 2026 Non - derivatives Non -interest bearing - - - - - - - Trade payables - 105,916 - - - 105,916 105,916 Other payables - 588,317 - - - 588,317 579,513 Interest bearing - - - - - - - Lease liability 10.74% 189,587 70,055 100,695 33,565 393,903 331,130 Total non - derivative 883,820 70,055 100,695 33,565 1,088,136 1,016,559 As at 30 June 2025 Non - derivatives Non -interest bearing - - - - - - - Trade payables - - - - - - - Other payables - 981,322 - - - 981,322 981,322 Interest bearing - - - - - - - Lease liability 10.74% 86,838 86,838 95,835 40,598 310,109 151,144 Total non - derivative 1,068,160 86,838 95,835 40,598 1,291,431 1,132,466 Proteomics International Laboratories Ltd Notes to the consolidated financial statements 30 June 2026 Note 13. Financial Risk Management (continued) 37 (d) Fair Value Estimation The fair value of financial assets and liabilities must be estimated for recognition and measurement and for disclosure purposes. The carrying value less impairment provision of receivables and trade payables are assumed to approximate their fair values due to their short - term nature The Board seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position. The Board is constantly adjusting the capital structure to take advantage of favourable costs of capital or high return on assets. As the market is constantly changing, the board may issue new shares, sell assets to reduce debt or consider payment of divid ends to shareholders. (e) Capital management The Company has no formal financing and gearing policy or criteria having regard to the early status of its development and low level of activity. There were no changes in the Company's approach to the capital management during the year ended 30 June 2026 The Company is not subject to any externally imposed capital requirements. Note 14. Consolidated Entities 2026 2025 Name of Entity % % Legal Parent Proteomics International Laboratories Ltd Accounting Parent Proteomics International Pty Ltd 100.00% 100.00% Other consolidated entities Proteomics International USA Inc 100.00% 100.00% Proteomics International (IP) Pty Ltd 100.00% 100.00% OxiDx Pty Ltd 66.00% 66.00% OxiDx Operations Pty Ltd 66.00% 66.00% Two - Tags Holdings Pty Ltd 66.00% 66.00% The Company does not currently have any interests in other entities. Note 15. Dividends There were no dividends paid, recommended or declared during the current or previous financial year. Note 16. Loss per Share Consolidated 2026 2025 $ $ (Loss) attributable to ordinary shareholders (8,559,685) (8,114,797) Weighted average number of ordinary shares 164,354,179 134,263,694 ( Loss ) per share (cents) ( 5 .21) ( 6 .01) In accordance with AASB 133 'Earnings per Share', options have been excluded from the calculation of diluted loss per share due to their antidilutive effect and as such, diluted loss per share is equal to basic loss per share. Proteomics International Laboratories Ltd Annual Report FY2026 77Back to contents page
Page 42
78 Proteomics International Laboratories Ltd Notes to the consolidated financial statements 30 June 2026 38 Note 17. Non- controlling interest Consolidated 2026 2025 $ $ Accumulated losses (254,397) (203,031) Note 18. Remuneration of auditors During the financial year the following fees were paid or payable for services provided by BDO Audit Pty Ltd , the auditor of the company: Consolidated 2026 2025 $ $ Audit services - BDO Audit Pty Ltd Audit or review of the financial statements 93,897 77,975 Note 19. Related party transactions Key management personnel Disclosures relating to key management personnel are set out in and the remuneration report included in the Directors' report. Consolidated 2026 2025 $ $ Directors and Key Management Personnel remuneration Short ‐term employee benefits 1,292,035 855,511 Post ‐employment benefits 112,759 95,940 Share‐ based benefits 255,293 411,463 1,660,087 1,362,914 Transactions with related parties There were no transactions with related parties during the current and previous financial year. Receivable from and payable to related parties There were no trade receivables from or trade payables to related parties at the current and previous reporting date. Loans to/from related parties There were no loans to or from related parties at the current and previous reporting date. Note 20. Parent entity information Set out below is the supplementary information about the parent entity. Statement of profit or loss and other comprehensive income Parent 2026 2025 $ $ Loss after income tax ( 7,981,974 ) (1,958,900) Total comprehensive loss ( 7,981,974 ) (1,958,900) Proteomics International Laboratories Ltd Notes to the consolidated financial statements 30 June 2026 39 Note 20. Parent entity information (continued) Statement of financial position Parent 2026 2025 $ $ Total current assets 3,092,953 10,810,542 Total assets 3,092,953 10,810,542 Total current liabilities 247,775 230,090 Total liabilities 247,775 230,090 Equity Issued capital 21,864,232 21,180,896 Share - based payments reserve 2,882,557 3,319,200 Accumulated losses (21,901 , 611) (13,919,644) Total equity 2,845,178 10,580,452 Guarantees entered into by the parent entity in relation to the debts of its subsidiaries The parent entity had no guarantees in relation to the debts of its subsidiaries as at 30 June 2026 and 30 June 2025. Contingent liabilities The parent entity had no contingent liabilities as at 30 June 2026 and 30 June 2025. Capital commitments - Property, plant and equipment The parent entity had no capital commitments for property, plant and equipment as at 30 June 2026 and 30 June 2025. Material accounting policy information The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in note , except for the following: ● Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity. ● Investments in associates are accounted for at cost, less any impairment, in the parent entity. ● Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be an indicator of an impairment of the investment. Note 21. Commitments Consolidated 2026 2025 $ $ Laboratory Access Fees and equipment maintenance contracts Within one year 245,378 261,703 Later than one year but no later than five years 144,973 27,426 Later than five years - - 390,351 289,129 The Company pays fees to access strategic locations to use laboratories and to maintain specialised equipment to undertake its operations. Proteomics International Laboratories Ltd Notes to the consolidated financial statements 30 June 2026 38 Note 17. Non- controlling interest Consolidated 2026 2025 $ $ Accumulated losses (254,397) (203,031) Note 18. Remuneration of auditors During the financial year the following fees were paid or payable for services provided by BDO Audit Pty Ltd , the auditor of the company: Consolidated 2026 2025 $ $ Audit services - BDO Audit Pty Ltd Audit or review of the financial statements 93,897 77,975 Note 19. Related party transactions Key management personnel Disclosures relating to key management personnel are set out in the remuneration report included in the Directors' report. Consolidated 2026 2025 $ $ Directors and Key Management Personnel remuneration Short ‐term employee benefits 1, 206 , 98 5 855,511 Post ‐employment benefits 112,759 95,940 Share‐ based benefits 255,293 411,463 1, 575 ,0 3 7 1,362,914 Transactions with related parties There were no transactions with related parties during the current and previous financial year. Receivable from and payable to related parties There were no trade receivables from or trade payables to related parties at the current and previous reporting date. Loans to/from related parties There were no loans to or from related parties at the current and previous reporting date. Note 20. Parent entity information Set out below is the supplementary information about the parent entity. Statement of profit or loss and other comprehensive income Parent 2026 2025 $ $ Loss after income tax (7,981,974) (1,958,900) Total comprehensive loss (7,981,974) (1,958,900) Proteomics International Laboratories Ltd Annual Report FY2026 79Back to contents page
Page 43
80 Proteomics International Laboratories Ltd Notes to the consolidated financial statements 30 June 2026 40 Note 22. Events after the reporting period On 7 July 2026, 189,430 employee performance rights lapsed due to conditions not been, or have become incapable of being satisfied. On 13 July 2026, 175,604 fully paid ordinary shares were issued upon the exercise of unquoted employee performance rights. The performance rights were issued under the Performance Rights Plan as per the incentive structures for employees. On 22 July 2026, the Company announced that a national distribution agreement had been executed with Healius Limited (ASX: HLS) as the exclusive pathology distribution partner for the Promarker® portfolio in Australia. No other matter or circumstance has arisen since 30 June 2026 that has significantly affected, or may significantly affect the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in futur e financ ial years. Proteomics International Laboratories Ltd Consolidated entity disclosure statement As at 30 June 2026 41 Trustee, % of partner or share Place of Australian Foreign Name of entity Type JV participant capital incorporation resident jurisdiction Proteomics International Laboratories Ltd Body Corporate - n/a Australia Yes n/a Proteomics International Pty Ltd Body Corporate - 100.00% Australia Yes n/a Proteomics International USA Inc Body Corporate - 100.00% USA No USA Proteomics International (IP) Pty Ltd Body Corporate - 100.00% Australia Yes n/a OxiDx Pty Ltd Body Corporate Partner 66.00% Australia Yes n/a OxiDx Operations Pty Ltd Body Corporate Partner 66.00% Australia Yes n/a Two - Tag Holdings Pty Ltd Body Corporate Partner 66.00% Australia Yes n/a Consolidated Entity Disclosure Statement Proteomics International Laboratories Ltd Annual Report FY2026 81Back to contents page
Page 44
82 Proteomics International Laboratories Ltd Directors' declaration 30 June 2026 42 In the directors' opinion: ● the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; ● the attached financial statements and notes give a true and fair view of the Group's financial position as at 30 June 2026 and of its performance for the financial year ended on that date; ● there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; and ● the information disclosed in the attached consolidated entity disclosure statement is true and correct. The Directors have been given the declarations required by section 295A of the Corporations Act 2001. Signed in accordance with a resolution of Directors made pursuant to section 295(5)(a) of the Corporations Act 2001. On behalf of the directors: ___________________________ James Williams Chair Perth, Western Australia 31 August 2026 Proteomics International Laboratories Ltd Directors' declaration 30 June 2026 42 In the directors' opinion: ● the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; ● the attached financial statements and notes give a true and fair view of the Group's financial position as at 30 June 2026 and of its performance for the financial year ended on that date; ● there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; and ● the information disclosed in the attached consolidated entity disclosure statement is true and correct. The Directors have been given the declarations required by section 295A of the Corporations Act 2001. Signed in accordance with a resolution of Directors made pursuant to section 295(5)(a) of the Corporations Act 2001. On behalf of the directors: ___________________________ James Williams Chair Perth, Western Australia 31 August 2026 Independent Auditors Report to the Members of Proteomics International Laboratories Ltd Level 9, Mia Yellagonga Tower 2 5 Spring Street Perth, WA 6000 PO Box 700 West Perth WA 6872 Australia Tel: +61 8 6382 4600 Fax: +61 8 6382 4601 www.bdo.com.au BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation. INDEPENDENT AUDITOR'S REPORT To the members of Proteomics International Laboratories Limited. Report on the Audit of the Financial Report Opinion We have audited the financial report of Proteomics International Laboratories Limited, which comprises the consolidated statement of financial position as at 30 June 2026, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial report, including material accounting policy information, the consolidated entity disclosure statement and the directors’ declaration. In our opinion the accompanying financial report of the Group, is in accordance with the Corporations Act 2001, including: (i) Giving a true and fair view of the Group’s financial position as at 30 June 2026 and of its financial performance for the year ended on that date; and (ii) Complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to audits of the financial report of public interest entities in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Material uncertainty related to going concern We draw attention to Note 1(j) in the financial report which describes the events and/or conditions which give rise to the existence of a material uncertainty that may cast significant doubt about the group’s ability to continue as a going concern and therefore the group may be unable to realise its assets and discharge its liabilities in the normal course of business. Our opinion is not modified in respect of this matter. Proteomics International Laboratories Ltd Annual Report FY2026 83Back to contents page
Page 45
84 Independent Auditors Report to the Members of Proteomics International Laboratories Ltd (continued) Independent Auditors Report to the Members of Proteomics International Laboratories Ltd (continued) Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the directors for the Financial Report The directors of the Company are responsible for the preparation of: a) the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and b) the consolidated entity disclosure statement that is true and correct in accordance with the Corporations Act 2001, and for such internal control as the directors determine is necessary to enable the preparation of: i) the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error; and ii) the consolidated entity disclosure statement that is true and correct and is free of misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the ability of the group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Auditor’s responsibilities for the audit of the Financial Report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at: https://www.auasb.gov.au/media/bwvjcgre/ar1_2024.pdf This description forms part of our auditor’s report. 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. In addition to the matter described in the Material uncertainty related to going concern section, we have determined the matters described below to be the key audit matters to be communicated in our report. Recognition of Research and Development tax incentive Key audit matter How the matter was addressed in our audit The Group receives a 43.5% refundable tax offset of eligible expenditure under the Research and Development (R&D) Tax Incentive scheme. Note 7 of the financial report discloses the R&D tax incentive recognised and Note 1(c)(iii) and 1(d) discloses the accounting policy and estimates used by the Group for its recognition of the R&D tax refund. We have considered this a key audit matter due to the amounts involved being material and the inherent subjectivity associated with the calculation of the R&D Tax Rebate. Our audit procedures in respect of this area included but were not limited to the following: • Obtaining an understanding of the process undertaken to estimate the claim; • Obtaining management's R&D rebate calculations and performing the following audit procedures: o Reviewing the expenditure methodology employed by management; o Testing the mathematical accuracy of the R&D tax rebate accrual; and o Considering the nature of expenses against the eligibility criteria of the R&D tax incentive. • Assessing the competence and objectivity of management’s expert and evaluating the methodology and expenditure eligibility conclusions supporting the R&D tax incentive claim; • Comparing the eligible expenditure included in the calculation to the expenditure recorded in the general ledger; • Comparing the estimates made in the prior year to the amount of cash received after lodgement of the R&D tax claim; and • Assessing the adequacy of disclosures in the notes to the financial report. Other information The directors are responsible for the other information. The other information comprises the information in the Group’s annual report for the year ended 30 June 2026 but does not include the financial report and the auditor’s report thereon. Proteomics International Laboratories Ltd Annual Report FY2026 85Back to contents page
Page 46
86 Proteomics International Laboratories Ltd Shareholder information 30 June 2026 45 The shareholder information set out below was applicable as at 21 July 2026. Top Holders The 20 largest registered holders of fully paid ordinary shares, as at 21 July 2026 were: Fully paid ordinary shareholders Name No. % 1. HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 7,776,218 4.70% 2. DR RICHARD JOHN LIPSCOMBE <THE LUK A/C> 7,476,590 4.52% 3. MR RICHARD JOHN LIPSCOMBE 7,045,906 4.26% 4. MARY GAY DUNLOP <EST JOHN DUNLOP> 3,855,188 2.33% 5.SCINTILLA STRATEGIC INVESTMENTS LIMITED 3,200,000 1.94% 6. OTIUM SUPERANNUATION PTY LTD <OTIUM SF A/C> 2,700,000 1.63% 7. GRAYSON NOMINEES PTY LTD <GRAYSON INVESTMENT A/C> 2,573,022 1.56% 8. HIMSTEDT & CO PTY LTD <THE HIMSTEDT FAMILY A/C> 2,136,471 1.15% 9. RANDOLPH RESOURCES PTY LIMITED 1,908,620 1.15% 10. MR MANFRED ZIMMER 1,873,483 1.13% 11. BJOUXZ PTY LTD <LOZ SUPERANNUATION FUND A/C> 1,700,000 1.03% 12. MAIOLO INVESTMENTS PTY LTD <MAIOLO SUPER FUND A/C> 1,518,500 0.92% 13. FINCLEAR SERVICES PTY LTD <SUPERHERO SECURITIES A/C> 1,399,742 0.85% 14. MOTEN SUPERANNUATION PTY LTD <SANCTUARY HILL SF A/C> 1,262,890 0.76% 15. XYLO PTY LTD <THE PARKER FAMILY A/C> 1,204,700 0.73% 16. BNP PARIBAS NOMINEES PTY LTD <CLEARSTREAM> 1,170,636 0.71% 17. COMPUTER SOLUTIONS AUSTRALIA PTY LTD <SUPERANNUATION FUND A/C> 1,134,572 0.69% 18. MR COLIN JAMES SHARP 1,060,000 0.64% 19. CITICORP NOMINEES PTY LIMITED 1,030,562 0.62% 20. SPLASH WORLD PTY LTD 995,000 0.60% Total 53,022,100 Total Issued capital - selected security class(es) 165,373,116 100.00% Holding Range Report for Fully Paid Ordinary Shares Holders Total Units % Issued Share Capital Holding Ranges % above 0 up to and including 1,000 560 313,130 0.19 above 1,000 up to and including 5,000 1,014 2,815,786 1.70 above 5,000 up to and including 10,000 574 4,528,494 2.74 above 10,000 up to and including 100,000 1,307 46,171,437 27.92 above 100,000 255 111,544,269 67.45 Total 3,710 165,373,116 100.00 Unmarketable parcels Holdings less than a marketable parcel of ordinary shares (being 719 as at 28 August 2026): Holders Units 1,243 1,684,975 Shareholder Information Independent Auditors Report to the Members of Proteomics International Laboratories Ltd (continued) Report on the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included in pages 48 to 56 of the directors’ report for the year ended 30 June 2026. In our opinion, the Remuneration Report of Proteomics International Laboratories Limited, for the year ended 30 June 2026, 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. BDO Audit Pty Ltd Ashleigh Woodley Director Perth, 31 August 2026 Proteomics International Laboratories Ltd Annual Report FY2026 87Back to contents page
Page 47
88 Proteomics International Laboratories Ltd Shareholder information 30 June 2026 46 Unquoted securities Unquoted securities on issue were: Options The holders of the Director Options are disclosed in the Directors’ Report. The Employee Options were issued under the Proteomics Employee Incentive Option Plan. Class Expiry Date Exercise Price $ Number of Options Number of holders Employee Options FY25 A 30/06/2027 1.20 300,000 1 Employee Options FY25 B 30/06/2027 1.50 300,000 1 Employee Options FY25 C 30/06/2027 2.50 180,000 1 Employee Options FY25 D 30/06/2028 3.50 120,000 1 Employee Options FY25 E 30/06/2028 5.00 600,000 1 Director E Options 21/11/2027 1.50 125,000 1 Director E Options 21/11/2028 2.50 125,000 1 Director G Options 25/11/2028 0.67 250,000 2 Director H Options 25/11/2029 1.00 250,000 2 Employee Options A 30/06/2027 1.50 1,520,000 5 Employee Options B 30/06/2027 2.50 912,000 5 Employee Options C 30/06/2028 3.50 608,000 5 Employee Options D 30/06/2028 5.00 3,040,000 5 Executive Options A 21/11/2027 1.50 1,000,000 1 Executive Options B 21/11/2028 2.50 800,000 1 Executive Options C 21/11/2028 3.50 800,000 1 Unlisted Options 06/06/2027 0.55 2,375,000 3 Unlisted Options D 24/11/2026 1.76 375,000 2 Performance rights Class Expiry date Number of Rights Number of holders Vesting Performance rights FY25 Class C 31/07/2027 36,523 11 100% service hurdle vesting at 30 June 2027 Performance rights FY25 Class E 31/12/2026 25,000 1 100% service hurdle vesting at 25 November 2026 Performance rights FY26 Class B 31/07/2027 73,471 12 100% service hurdle vesting at 30 June 2027 Performance rights FY26 Class C 31/07/2028 73,471 12 100% service hurdle vesting at 30 June 2028 The Performance Rights are subject to vesting conditions and were issued under the Proteomics Performance Rights Plan. Unquoted equity securities There are no unquoted equity securities. Substantial holders Substantial holders in the company are set out below: Ordinary shares % of total shares Number held issued Richard John Lipscombe and associated entities 16,627,902 10.07 Proteomics International Laboratories Ltd Shareholder information 30 June 2026 47 Voting rights The voting rights attached to ordinary shares are set out below: 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. There are no other classes of equity securities. Proteomics International Laboratories Ltd Annual Report FY2026 89Back to contents page
Page 48
6 Verdun Street, Nedlands WA 6009 | proteomics.com.au