Annual report
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Syntara Limited Appendix 4E Preliminary final report 1. Company details Name of entity: Syntara Limited ABN: 75 082 811 630 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 $'000 Revenues from ordinary activities and other income down 7.9% to 7,026 Loss from ordinary activities after tax attributable to the owners of Syntara Limited up 13.6% to (8,995) Loss for the year attributable to the owners of Syntara Limited up 13.6% to (8,995) D ividends There were no dividends paid, recommended or declared during the current financial period. C omments The loss for the Company after providing for income tax amounted to $8,995,000 (30 June 2025: $7,919,000). 3. Net tangible assets Reporting period Previous period Cents Cents Net tangible assets per ordinary security 0.82 0.97 4. Control gained over entities N ot applicable. 5. Loss of control over entities N ot applicable. 6. Dividends C urrent period There were no dividends paid, recommended or declared during the current financial period. P revious period There were no dividends paid, recommended or declared during the previous financial period. 7. Dividend reinvestment plans N ot applicable.
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Syntara Limited Appendix 4E Preliminary final report 8. Details of associates and joint venture entities N ot applicable. 9. Foreign entities D etails of origin of accounting standards used in compiling the report: N ot applicable. 10. Audit qualification or review D etails of audit/review dispute or qualification (if any): T he financial statements have been audited and an unmodified opinion has been issued. 11. Attachments D etails of attachments (if any): The Annual Report of Syntara Limited for the year ended 30 June 2026 are attached. 12. Signed Signed ___________________________ Date: 27 August 2026 Gary J Phillips Director
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Annual Report 30 June 2026 Syntara Limited ABN 75 082 811 630
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Syntara Limited Contents 30 June 2026 1 Corporate directory 2 Directors' report 3 Auditor's independence declaration 21 Consolidated statement of profit or loss and other comprehensive income 22 Consolidated statement of financial position 23 Consolidated statement of changes in equity 24 Consolidated statement of cash flows 25 Notes to the consolidated financial statements 26 Consolidated entity disclosure statement 41 Directors' declaration 42 Independent auditor's report to the members of Syntara Limited 43 Shareholder information 48
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Syntara Limited Corporate directory 30 June 2026 2 Directors Kathleen Metters (Chair) Gary Phillips Simon Green Hashan De Silva Company secretaries Tim Luscombe (Effective 8 January 2026) Cameron Billingsley (Resigned 8 January 2026) Registered office Unit 2, 20 Rodborough Road Frenchs Forest NSW 2086 Australia Share register Boardroom Pty Limited Level 8, 210 George Street Sydney NSW 2000 Telephone: 1300 737 760 (in Australia) +61 2 9290 9600 (International) enquiries@boardroomlimited.com.au www.boardroomlimited.com.au Auditor William Buck Audit (Vic) Pty Ltd Stock exchange listing Syntara Limited shares are listed on the Australian Securities Exchange (ASX code: SNT) Website https://syntaratx.com.au/
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Syntara Limited 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 'Company') consisting of Syntara Limited (referred to hereafter as the 'company' or 'parent entity') and the entities it controlled at the end of, or during, the year ended 30 June 2026. Infor mation on directors Kathleen Metters (Chair) Dr Metters was appointed to the Board of Directors in June 2017 and Chair of the Board from 3 October 2023. Dr Metters has over 25 years of experience in the discovery and development of novel therapies for treatment of serious diseases. She is currently working as an independent biopharma consultant, and board member. From 2011-2014 Dr Metters was President and Chief Executive officer for Lycera Corp., a biopharmaceutical company pioneering innovative approaches to novel oral medicines for treatment of autoimmune diseases and cancer. From 1988 to 2011 Dr Metters was employed by Merck & Co in various roles. In 2009 she was appointed to head External Discovery and Preclinical Sciences, created to expand Merck's scientific network to the greater research community in academia, biotechnology, and government.. From 2005 to 2009 Dr Metters was head of Worldwide Basic Research with oversight of research activities around the globe; across all therapeutic modalities and therapeutic areas. From 2002 to 2005 Dr Metters was head of research at Merck Frosst, Canada. During this time, she was the Basic Research Therapeutic Area Head for the Respiratory Franchise and from 2003 -2005 was chair of the Respiratory Worldwide Business Strategy Team, reporting directing to the CEO, with responsibility for the discovery, development and commercialization strategy for respiratory products. Prior to that Dr Metters worked in research focused on the arachidonic acid cascade which resulted in the development of SINGULAIR® , a once-daily oral therapy for asthma and allergic rhinitis. For her work on SINGULAIR® , she was one of the team of scientists who won the Prix Galien Canada 2000 for excellence in innovative research. Dr Metters graduated with a B.S. in biochemistry from the University of Manchester Institute for Science and Technology, and a Ph.D. from Imperial College of Science and Technology in London. She completed post -doctoral training at the Centre National de la Recherche Scientifique in France and at the Clinical Research Institute of Montreal. Board roles on other ASX listed companies for the last 3 years: Nil Gary Phillips Mr Phillips was appointed Chief Executive Officer and became a member of the Board of Directors in March 2013. Prior to this he was the Chief Operating Officer since June 2008, having previously served as Commercial Director from his joining of the Company in December 2003. Mr Phillips has more than 30 years of operational management experience in the pharmaceutical and healthcare industry in Europe, Asia and Australia. From 1994 to 1998, he was Chief Executive Officer at Ciba Geigy in Hungary (Merged to form Novartis in 1996) where he led the successful launch of a portfolio of new products. After a period of 3 years as an Area Manager for Novartis responsible for 9 countries in Asia Pacific in 2001 he joined Novartis Australia as Group Company Head and Chief Executive Officer of its Pharmaceutical Division, successfully launching leading oncology and ophthalmology products. Mr Phillips holds a B. Pharm. in Pharmacy with Honors from Nottingham University in the UK, an MBA from Henley Management College and is a Graduate of the Australian Institute of Company Directors. Board roles on other ASX listed companies for the last 3 years: Non-Executive Director, Arovella Therapeutics Ltd (July 2022- February 2026) Simon Green Dr Simon P. Green was appointed to the Board of Directors in December 2022. He was appointed Chair of the Remuneration and Nomination Committee and a member of the Audit and Risk Committee in May 2023. Dr Green is an experienced senior global pharma executive with 30 years of experience in the biotechnology industry focused on the discovery, development and commercialisation of life saving medicines. Simon was actively involved in CSL's global expansion over a 17-year period and held roles as Senior Vice President, Global Plasma Research and Development and General Manager of CSL's manufacturing plants in Germany and Australia. Prior to joining CSL he worked in the USA at leading biotechnology companies Genentech Inc and Chiron Corporation. His skills cover research and development drug development, corporate due diligence, mergers and acquisitions, strategic planning, portfolio management, financial management, intellectual property management, business development, contract management and organisational design. Simon was educated at Monash University (Bachelor's Degree in Science with Honours) and the University of Melbourne (Doctor of Philosophy, Biochemistry and Immunology). He is also a graduate of the Australian Institute of Company Directors'. Simon was a non-executive director of Acrux Pty Ltd (2016 -2019) and is currently a non-executive director of Clover Corporation Ltd and co -founder and CEO of lmmunosis Pty Ltd, a start -up diagnostics company. Board roles on other ASX listed companies for the last 3 years: Nil
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Syntara Limited Directors' report 30 June 2026 4 Hashan De Silva Mr De Silva was appointed to the Board of Directors in January 2023. He was appointed to the Remuneration and Nomination Committee in May 2023. Mr De Silva is an experienced life sciences investment professional with extensive knowledge of the biotech, pharmaceutical and medical technology sectors. Mr De Silva is currently the Founder and Managing Partner of KP Rx, an ANZ focused healthcare VC firm. KP Rx is seeded and supported by Karst Peak Capital where Mr De Silva was the Head of Healthcare Research until December 2022. His previous roles include associate healthcare analyst at Macquarie Group covering ASX -listed healthcare companies and lead healthcare analyst at CLSA Australia. Prior to moving into life science investment he worked at Eli Lilly in various roles focused on the commercialisation of new and existing pharmaceuticals. Mr De Silva was educated at the University of New South Wales (Bachelor's Degree in Medicine and Master's Degree in Finance) and is a Chartered Financial Analyst. Mr De Silva is a non-executive director of Melbourne and Philadelphia based CurveBeam Al and Sydney based Inventia Life Sciences, Melbourne based Navi Medical Technologies and Auckland based Kitea Health. Board roles on other ASX listed companies for the last 3 years: Non-Executive Director, Curvebeam AI Ltd (September 2021- current) Company secretaries On 8 January 2026, the Company announced the appointment of Mr Tim Luscombe as Company Secretary after receiving Mr Cameron Billingsley's resignation. Tim is a Director at Bio101 Financial Advisory (Bio101), a financial services firm providing outsourced CFO, taxation and company secretarial solutions to the Healthcare sector. Tim has more than 10 years of finance and commercial experience working with public and private companies in Australia and abroad. He currently serves as a CFO and Company Secretary for several ASX listed, public unlisted and private Healthcare companies. Tim holds a Bachelor of Commerce from the University of Melbourne and a Certificate in Governance Practice from the Governance Institute of Australia and is a qualified Chartered Accountant. 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 Held1 Attended Held1 Attended Held1 Kathleen Metters 14 14 3 3 2 2 Gary Phillips 14 14 3 3 2 2 Simon Green 14 14 3 3 2 2 Hashan De Silva 13 14 3 3 2 2 1Represents the number of meetings held during the time the director held office or was a member of the relevant committee Directors' interests The relevant interest of each director in the share capital of the Company, as notified by the Company to the ASX in accordance with S205G (1) of the Corporations Act 2001, as at the date of this report is as follows: Director Number of ordinary shares Number of options or performance rights to acquire ordinary shares Gary Phillips1 5,699,843 15,267,442 Kathleen Metters 20,000 6,000,000 Hashan De Silva 909,091 3,000,000 Simon Green 867,636 3,000,000 1 Does not include 3,087,108 performance rights to be issued in lieu of cash salary, pending shareholder approval to be sought at the 2026 Annual General Meeting.
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Syntara Limited Directors' report 30 June 2026 5 Principal activities Syntara is a clinical stage drug development company targeting extracellular matrix dysfunction with its world-leading expertise in amine oxidase chemistry and other technologies to develop novel medicines for blood cancers and conditions linked to inflammation and fibrosis. Lead candidate amsulostat (also known as SNT -5505 and previously as PXS -5505) is for the bone marrow cancer myelofibrosis which causes a build-up of scar tissue that leads to loss of red and white blood cells and platelets. Amsulostat has been granted Fast Track Designation, having already achieved FDA Orphan Drug Designation and clearance under an Investigational New Drug Application for development in myelofibrosis. Amsulostat has now completed a Phase 2a trial in myelofibrosis in which it was dosed as monotherapy and in combination with a JAK inhibitor. Two Phase 1c/2 studies with amsulostat in patients with a blood cancer called myelodysplastic syndrome have been initiated. Syntara is also advancing topical pan -LOX inhibitors with SNT -9465 in a Phase 1a/b study of hypertrophic scars and continuing the ongoing collaboration with Professor Fiona Wood and the University of Western Australia studying SNT -6302 in keloid scars. SNT‐4728 is being studied in collaboration with Parkinson’s UK as a best -in-class SSAO/MAO-B inhibitor to treat sleep disorders and slow progression of neurodegenerative diseases like Parkinson’s by reducing neuroinflammation. Other Syntara drug candidates target fibrotic and inflammatory diseases such as kidney fibrosis, MASH, pulmonary fibrosis and cardiac fibrosis. Significant changes in the state of affairs Capital raising activities In May 2026, the Company successfully raised $8.8 million (before costs) through a two -tranche institutional placement and Share Purchase Plan. The funds were secured through the issuance of 327,531,575 fully paid ordinary shares priced at $0.027. Review of operations During the year ended 30 June 2026, the Company made substantial progress across its clinical pipeline, advancing multiple programs through key development milestones while strengthening its financial position through both non-dilutive funding and capital raising activities. The year was highlighted by the continued advancement of the Company's lead asset, amsulostat (SNT-5505), in myelofibrosis (MF) and myelodysplastic syndromes (MDS), encouraging clinical progress with SNT -4728 in neuroinflammatory disorders, and ongoing development of the Company's anti-fibrotic dermatology programs SNT-9465 and SNT-6302. Amsulostat (SNT-5505) - Myelofibrosis Amsulostat remains Syntara's lead clinical asset and is being developed as a potential disease-modifying therapy for patients with myelofibrosis who have had an inadequate response to JAK inhibitor therapy. During the year, the Company reported final results from its Phase 2a MF -101 study evaluating amsulostat in combination with ruxolitinib in patients with advanced myelofibrosis. The study demonstrated a favourable safety profile and durable clinical benefit, with 73% of evaluable patients achieving at least a 50% reduction in total symptom score and 44% achi eving meaningful reductions in spleen volume. Importantly, no treatment -related serious adverse events were observed and haematological parameters remained stable throughout treatment. Building on these clinical results, in April 2026 Syntara received positive feedback from the United States Food and Drug Administration following an in-person Type C meeting regarding the proposed Phase 2b clinical development program. The FDA supported the overall study design and development pathway, providing guidance that establishes a clear regulatory framework for advancement into late-stage clinical development. The proposed Phase 2b study is expected to enrol approximately 100 patients and evaluate amsulostat in combination with standard-of-care JAK inhibitor therapy in patients with inadequate responses to current treatment. The positive regulatory feedback represented a significant milestone for the program and increased engagement with potential commercial and development partners. Amsulostat continues to hold FDA Fast Track Designation and Orphan Drug Designation in the United States, with Orphan Drug Designation also granted by the European Medicines Agency during the year.
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Syntara Limited Directors' report 30 June 2026 6 Amsulostat - Myelodysplastic Syndromes During the year Syntara significantly expanded the clinical development of amsulostat beyond myelofibrosis through two independent clinical programs in myelodysplastic syndromes (MDS). In N ovember 2025, the Australasian Leukaemia & Lymphoma Group initiated the Australian Phase 2 MESSAGE study evaluating amsulostat in combination with ASTX727 in patients with transfusion- dependent low and intermediate-risk MDS. The trial is primarily funded through the Australian Government's Medical Research Future Fund, providing substantial non- dilutive support and external validation of the program. In parallel, the investigator-sponsored AZALOX Phase 1b/2 study commenced recruitment across multiple sites in Germany, evaluating amsulostat in combination with 5- azacitidine in patients with higher- risk MDS and chronic myelomonocytic leukaemia. Following review of initial safety data, the independent Drug Safety Monitoring Board approved escalation to the final Phase 1b dose cohort, with no dose-limiting toxicities observed and no new safety concerns identified. Thes e complementary studies significantly broaden the clinical utility of amsulostat across multiple haematological malignancies and provide additional opportunities for value creation across a combined market opportunity estimated to exceed US$6 billion annually. Am sulostat - Pancreatic Cancer In January 2026, the Garvan Institute of Medical Research secured A$3 million in funding through the Australian Government's Medical Research Future Fund to support two multicentre studies in pancreatic cancer, including a Phase 1/2 clinical trial evaluating amsulostat in combination with standard-of-care chemotherapy. The collaboration requires no cash funding contribution from Syntara, with the Company providing clinical expertise and drug supply. Recruitment is expected to commence through major New South Wales cancer centres, further expanding the potential clinical applications of amsulostat beyond haematological malignancies. SNT-4728 - Neuroinflammation and Parkinson's Disease SNT-4728 is Syntara's first-i n-class neuro-t argeted anti-i nflammatory therapy is being developed in collaboration with Parkinson's UK for isolated REM Sleep Behaviour Disorder (iRBD), a condition strongly associated with the future development of Parkinson's disease and related neurodegenerative disorders. D uring the year, recruitment was successfully completed into the randomised, double-blind, placebo-controlled Phase 2 study, triggering a milestone payment from Parkinson's UK of approximately A$1.8 million. Subsequent to year end, Syntara announced preliminary results from the study which demonstrated a statistically significant reduction in neuroinflammation within the putamen, a key brain region associated with Parkinson's disease progression. The study also confirmed that SNT-4728 was safe and well tolerated, with no treatment-related serious adverse events reported. The preliminary findings provide the first clinical evidence supporting Syntara's hypothesis that neuroinflammation can be targeted during the prodromal stage of Parkinson's disease and represent an important step in determining the future development pathway for SNT-4728. Topical Anti-Fibrotic Programs SNT-9465 SNT-9465 is Syntara's next-generation topical pan-LOX inhibitor being developed as a potential first-in-class pharmacological treatment for skin scarring. During the year the Company successfully completed the first-in-human Phase 1a study, confirming dose-dependent target engagement together with a favourable safety and tolerability profile. These results supported progression into a Phase 1b hypertrophic scar study involving patients with sternotomy scars. Recruitment advanced steadily throughout the year and, subsequent to year end, over 60% of participants had commenced treatment. Top-line results remain anticipated during calendar 2026 and are expected to support a future FDA Investigational New Drug application.
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Syntara Limited Directors' report 30 June 2026 7 SNT-6302 The Company's first -generation topical pan- LOX inhibitor, SNT -6302, continued evaluation in the SATELLITE investigator - initiated study being conducted by the Fiona Wood Foundation and the University of Western Australia in patients with keloid scars. The study reached key recruitment and treatment milestones during the year, with participants progressing through treatment and extended follow-up periods designed to assess the durability of response following cessation of treatment. Collectively, Syntara's dermatology programs continue to strengthen the Company's fibrosis pipeline and address significant unmet needs in large, commercially attractive markets. Corporate and Financial Highlights During the financial year, the Company received approximately $1.7 million in non-dilutive funding through milestone payments from Parkinson's UK and other research funding initiatives, providing important support for the advancement of its development programs without shareholder dilution. In addition, the Company announced its participation in a Medical Research Future Fund (MRFF) grant valued at up to $3.0 million, supporting a clinical collaboration with the Garvan Institute of Medical Research to undertake a Phase 1/2 pancreatic cancer study evaluating amsulostat. In April 2026, following positive FDA feedback for the Phase 2b amsulostat program, Syntara completed an institutional placement and share purchase plan raising approximately $8.8 million before costs. The capital raising strengthened the Company's balance sheet and extended the expected cash runway into the third quarter of calendar 2027. At 30 June 2026, the Company held cash and cash equivalents of approximately $13.6 million. The Company also continued efforts to recover amounts outstanding from the 2023 sale of its mannitol respiratory business unit. Following ongoing reconciliation with Arna Pharma and payments received during the year, the balance claimed by Syntara had reduced to approximately $0.6 million at 30 June 2026. Outlook Syntara enters FY2027 with multiple near- term clinical catalysts expected across its portfolio. Key milestones anticipated include additional data from the AZALOX and MESSAGE MDS studies, full results from the SNT -4728 Phase 2 study, top- line results from the SNT -9465 hypertrophic scar trial, commencement of the pancreatic cancer program, and ongoing preparations for the planned Phase 2b myelofibrosis study. With a diversified clinical pipeline, increasing regulatory validation, multiple sources of non-dilutive funding and strengthened financial resources, the Company remains focused on advancing its portfolio towards value-creating clinical and commercial milestones. Dividends There were no dividends paid, recommended or declared during the current or previous financial year. Material Business Risks Key risks that could affect the ability of the Company to achieve its financial objectives, are summarised below: (a) Funding requirements To achieve its goals, the Company will in the future require substantial additional funds which may be dilutive or that may not be available to the Company on favourable terms or at all. The Company’s future funding requirements and the timing of that funding will depend on many factors, including, the cost, timing, progress and success of its research and development and clinical programs, whether it is able to enter into collaborative partnerships and strategic alliances, the status and timing of competitive developments, the recoverability of current receivables and its ability to manage its costs and expenses. If the Company is unable to obtain additional funds when required, the Company may be forced to delay, reduce the scope or eliminate one or more clinical trials or research and development programs or future commercialisation efforts.
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Syntara Limited Directors' report 30 June 2026 8 (b) Clinical development may not be successful Before obtaining regulatory approval for the commercial sale of any of the products, it is necessary to complete preclinical development and extensive clinical trials in humans to demonstrate the safety and efficacy of the relevant product. Clinical trials are subject to extensive regulation, are expensive, time consuming, subject to delay and their outcome uncertain. Failure can occur at any stage of the clinical testing or approval process. Negative or inconclusive results or adverse medical events during a clinical trial could cause the clinical trial to be delayed, redone or terminated. Success in pre-clinical and early clinical trials is not a guarantee of future results nor does it ensure that later large scale trials will be successful. The existing clinical trials of the Company’s drugs are described above. These trials (and any future clinical trials) may not show sufficient safety or efficacy to: ● warrant progressing to the next phase of development; ● enable the Company to partner the drugs to enable the continued clinical development; ● obtain regulatory approval to sell the product; or ● demonstrating the advantages of the product over competitive products. This may mean that the Company is unable to continue the development of one or more of its product candidates or ultimately partner and generate revenue from those product candidates which may render prior work and expenditure, worthless. (c) The time and cost to undertake clinical trials and obtain regulatory approval may be significantly more than expected The length of time and the cost necessary to complete clinical trials may vary significantly. There are numerous factors that could affect the timing, progress or prevent the Company from completing these trials successfully, which include: ● delays in securing clinical investigators, trial sites and approvals for trials; ● slower than anticipated recruitment of eligible patients or the loss of patients during the trials; ● the requirement to repeat clinical trials or undertake additional large clinical trials; ● unforeseen safety issues or adverse side effects or fatalities; ● shortages of available product supply of the necessary standard; and ● problems with investigator or patient compliance with the trial protocols. (d) The Company may not be able to enter into collaborative partnership deals An important element of the Company’s strategy involves advancing its pipeline of product candidates through clinical development to the point where it is able to enter into collaborative partnerships and strategic alliances with life science companies that can advance the Company’s programs. The Company may not be able to negotiate these sorts of deals on acceptable terms, if at all. Even if can, it may place the development and commercialisation of its products outside its control, may require it to relinquish important rights or may otherwise be on terms unfavourable to the Company. (e) Products may not receive regulatory approval The process to obtain regulatory authorisation is expensive, complex, lengthy and the outcomes uncertain. Failure can occur at any stage of the clinical testing or approval process. The Company and its partners (if any) may not be able to obtain marketing authorisations for some or all of its product candidates in key jurisdictions, or those authorisations may be delayed or subject to significant limitations in the form of narrow indications, warnings, precautions or contra- indications with respect to conditions of use. (f) Even if a product is partnered and obtains regulatory approval, there is a risk that it may not warrant launch or even if launched, may not be successful in the market There is a risk that the product candidates developed by the Company, even if they receive regulatory approval may not gain adequate market acceptance. The degree of market acceptance will depend on a variety of factors, including: the ability to demonstrate safety and efficacy and the prevalence and severity of any side effects; the level of support from clinicians; the relative convenience and ease of administration; cost -effectiveness compared to other treatments; the availability of reimbursement from national health authorities; the timing of market introduction and clinical profile of competitive products; and the success of marketing and sales efforts. (g) The Company may not be successful in developing or securing new product candidates Although the Company already has an existing pipeline, it continues to spend limited resources researching and developing new product candidates. From time to time, it also considers in-licensing potential new product candidates. There is a risk that its research and development programs may not yield, or that it may not be able to in- license, additional product candidates suitable for further investigation through clinical trials.
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Syntara Limited Directors' report 30 June 2026 9 (h) Residual risks associated with the Mannitol Business Unit (MBU) Notwithstanding the sale of the MBU, the Company has certain residual risks associated with the MBU, including: the risks for liabilities arising from the operation of the MBU prior to completion of the sale; credit risk related to amounts receivable from the purchaser; and potential contractual liability arising under the sale and associated agreements. Although the primary purpose of the sale was to reduce operating costs for the Company, some of the consideration payable by the purchaser is in the form of royalties. The potential of royalties is subject to a range of factors including that the level of sales of Bronchitol and Aridol and certain of the purchaser’s other products, over which the Company has no control. The above list of risk factors is not intended to be an exhaustive list of the risks faced by the Company, but rather highlight key risks that may impact the financial objectives of the Company. For example, it does not address other more general risks that may affect the Company or its industry in general which include risks associated with; manufacturing of clinical materials; ongoing regulatory compliance; competition; intellectual property protection and infringement; dependence on key personnel; litigation; and changes in law. Additional information concerning risks impacting the Company are detailed in the Company’s Risk Statement (August 2023) and in the equity raising presentation dated 19 December 2023, both available on the Syntara website. Environmental regulation The Company is not subject to any significant environmental regulation under Australian Commonwealth or State law. Rounding of amounts The company is of a kind referred to in Corporations Instrument 2026/183, issued by the Australian Securities and Investments Commission, relating to 'rounding- off'. Amounts in this report have been rounded off in accordance with that Corporations Instrument to the nearest thousand dollars, or in certain cases, the nearest dollar. Likely developments and expected results of operations Disclosure of information regarding likely developments in the operations of Syntara Limited in future financial years and th e expected results of those operations is likely to result in unreasonable prejudice to the Company. Information on future developments, prospects and business strategies have only been referred to in the review of operations in the Director's Report. For further information on the Syntara Limited's business strategies and material risks, refer also to the Prospectus which is available on the Company website or ASX Announcements. Shares under option and performance rights During the financial year, the following options and performance rights were granted: Number of Options Grant Date Issue Date Expiry Date Exercise Price Vesting Date1 551,501 01/07/2025 01/07/2025 30/06/2035 $0.000 30/9/2025 14,828,445 01/08/2025 01/08/2025 30/06/2035 $0.000 50% on 30/06/2027 50% on 30/06/2028 1,033,474 01/10/2025 01/10/2025 30/06/2035 $0.000 31/12/2026 4,769,177 24/11/2025 24/11/2025 30/06/2035 $0.000 50% on 30/06/2027 50% on 30/06/2028 881,465 24/11/2025 24/11/2025 24/11/2030 $0.000 30/06/2026 3,000,000 24/11/2025 24/11/2025 25/11/2030 $0.049 250k per quarter from 20/02/2026 to 20/11/2028 835,017 07/01/2026 07/01/2026 30/06/2035 $0.000 31/3/2026 154,263 17/02/2026 17/02/2026 30/06/2035 $0.000 18/05/2026 1,154,522 01/04/2026 01/04/2026 30/06/2035 $0.000 30/06/2026
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Syntara Limited Directors' report 30 June 2026 10 1 All vesting conditions are 100% service based. Unissued ordinary shares of Syntara Limited under option or performance right at the date of this report are as follows1: No. of options/rights Expiry date Exercise Price Grantee 8,999,715 25/02/2028 $0.1063 Corporate advisor 3,000,000 01/12/2027 $0.0110 Non-executive director 6,000,000 12/02/2029 $0.0400 Non-executive director 3,000,000 25/11/2030 $0.0490 Non-executive director 265,000 30/06/2027 $0.0000 Various employees 146,700 30/06/2028 $0.0000 Various employees 237,650 30/06/2029 $0.0000 Various employees 660,000 30/06/2030 $0.0000 Various employees 881,465 24/11/2030 $0.0000 Various employees 2,422,445 30/06/2031 $0.0000 Various employees 8,029,000 30/06/2033 $0.0000 Various employees 8,535,000 30/06/2034 $0.0000 Various employees 33,072,030 30/06/2035 $0.0000 Various employees 1Does not include performance rights, subject to shareholder approval at the 2026 Annual General Meeting. There were 614,369 options and performance rights that expired during the year with various exercise prices. Shares issued on the exercise of options and performance rights During the period 9,376,405 performance rights were exercised. Auditor's independence declaration A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this directors' report. Indemnity and insurance of officers The Constitution provides that, except to the extent prohibited by the Corporations Act 2001, each of our officers shall be indemnified out of Company funds against any liability incurred by such person in his or her capacity as an officer. The Company has entered into Deeds of Access to Documents and Indemnity to indemnify Directors and certain executive officers in addition to the indemnification provided for in the Constitution. These provisions and agreements are necessary to attract and retain qualified directors and executive officers. At present, there is no pending litigation or proceeding involving any Directors, officers, employees or agents where indemnification by the Company will be required or permitted, and the Company is not aware of any threatened litigation or proceeding that may result in a claim for such indemnification. Directors' and officers' liability insurance is provided for the indemnification of Directors and officers against certain li abilities incurred as a director or officer, including costs and expenses associated in successfully defending legal proceedings. T his insurance will be maintained in the future. During the financial year, a premium was paid to insure the directors and officer s of the Group for the policy. The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the officers in their capacity as officers of the Group, and any other payments arising from liabilities incurred by the officers in connection with such proceedings. Policy exclusions include: liabilities that arise out of conduct involving a wilful breach of duty by the officers or the imp roper use by the officers of their position or of information to gain advantage for themselves or someone else or to cause detriment to the Group; pollution that could reasonably be known to management; and, bodily injury and property damage. It is not possible to apportion the premium between amounts relating to the insurance against legal costs and those relating to other liabilities. 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.
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Syntara Limited Directors' report 30 June 2026 11 Non-audit services There were no non-audit services provided during the financial year by the auditor. Matters subsequent to the end of the financial year On 2 July 2026, 1,113,000 ordinary shares were issued on the exercise of performance rights. On 2 July 2026, 1,754,015 performance rights were issued to employees in lieu of cash salaries. The Company also advised that 3,087,108 performance rights were to be issued to CEO Gary Phillips in lieu of cash salary, pending shareholder approval to be sought at the 2026 Annual General Meeting. On 6 July 2026, the Company announced that preliminary analysis of SNT -4728 iRBD Phase 2 study results provided encouraging signs of reduced brain inflammation. No other matter or circumstance has arisen since 30 June 2026 that has significantly affected, or may significantly affect the Company's operations, the results of those operations, or the Company's state of affairs in future financial years. Auditor William Buck Audit (Vic) Pty Ltd continues in office in accordance with section 327 of the Corporations Act 2001.
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Syntara Limited Directors' report 30 June 2026 12 Remuneration report (audited) The remuneration report details the key management personnel remuneration arrangements for the Company, 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. The remuneration report is set out under the following main headings: ● Principles used to determine the nature and amount of remuneration ● Key management personnel ● Relationship between the remuneration policy and Company performance ● Share-based compensation ● Details of remuneration ● Key management personnel equity holdings Principles used to determine the nature and amount of remuneration Introduction Syntara requires a board and senior management team with technical capability and importantly, relevant international pharmaceutical company experience. Competitive remuneration practices are required to attract, retain and incentivise such executives and directors. To assist its deliberations, the Directors make use of surveys of Australian companies in the life science area and advice of recruiters and consultants who provide their analysis and understanding of the broader Australian healthcare and general listed company markets. No specialist remuneration consultants were engaged during the year. In order to obtain the experience required, it has historically been necessary to recruit both directors and management from the international marketplace. Senior Executive Officer remuneration includes a mix of short and long- term components. Remuneration of the Executive Director and Senior Executive Officers includes a meaningful proportion that varies with individual performance. Variable cash incentives are subject to performance assessment by the Remuneration and Nomination Committee. Performance targets in the main relate to objectives and milestones from the Company's annual business plan. The business plan is designed to build a business that generate s long term shareholder value through share price appreciation and distributions to shareholders. Performance targets are agreed by the Remuneration and Nomination Committee and the full Board each year. The annual performance of Senior Executive Officers is reviewed by the Remuneration and Nomination Committee and the Board each year. In the event that misconduct by the Chief Executive Officer and/or Chief Financial Officer results in the financial statement s for any year not complying with financial reporting requirements, all bonuses and incentive payments made to the Chief Executive Officer and Chief Financial Officer in relation to the relevant years are repayable in full. Non-Executive Directors do not have a variable component of their remuneration. Equity Remuneration Equity remuneration is an important component of attracting and retaining talented individuals while staying within the fiscal constraints of a developing company. Information on the Equity Remuneration is set out in note 13 of this Report. Equity Remuneration Granted to Non-Executive Directors Non-executive directors receive equity remuneration in the form of premium priced options as detailed in this report. Equity Remuneration Granted to Senior Executive Officers The Company's Performance Rights Plan enables the grant of employee options with a zero grant price and a zero exercise price, known commonly as "Performance Rights" to eligible employees. Senior Executive Officers and other eligible employees are invited by the Remuneration and Nomination Committee to participate in this plan. The plan provides for the long term reward, incentive and retention of employees. Performance rights plans are widely accepted in the Australian context to provide equity remuneration to management and employees of listed companies. Performance rights plans typically provide lower potential returns when compared to traditional options, but by also reducing the risk for employees they provide a stable equity remuneration instrument to reward and retain employees over the longer term.
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Syntara Limited Directors' report 30 June 2026 13 Key features of the Syntara Performance Rights Plan are as follows: ● Grant price and exercise price of zero, with a life of 10 years from grant date. ● Historically the number of performance rights to be granted is determined by the Board, taking into account the employee's position, responsibility and salary (50% of base salary for the Chief Executive Officer, 30% for Senior Executive Officers and 15% for other participants), and the Syntara share price, defined as the thirty-day volume weighted average price leading up to the grant date. ● Performance rights granted in the 2026, 2025, 2024 and 2023 financial years vest 50% two years from grant and 50% three years from grant provided the employee remained an employee of the Company at the relevant vesting date. Unvested performance rights lap se in the event the employee ceases to be an employee before the relevant vesting date. ● Shares issued upon exercise of performance rights are restricted from sale by the employee for three years from grant date. Shares issued upon exercise of performance rights to Senior Executive Officers are restricted from sale by the officer as long as they are employed by the Company, without prior approval of the Board. The guidelines under which the Board will determine whether to give its approval include the progress of the Company in achieving its stated goals over the period since grant, the impact of a sale on the market in the Company's shares, the Syntara share price, and whether it is an appropriate time for such a sale, amongst other criteria. Non-Executive Directors Fees and payments to Non- Executive Directors reflect the demands that are made on, and the responsibilities of, the Non - Executive Directors. Non-Executive Directors' fees and payments are reviewed annually by the Remuneration and Nomination Committee of the Board. The fees are as follows: ● an annual fee of $100,000 for the Chair with no additional payments for serving on Board committees, and including any applicable statutory superannuation; and ● an annual fee of $70,000 is paid to Non-Executive Directors other than the Chair, with no additional payments for serving on Board committees, and including any applicable statutory superannuation. In addition, shareholders have approved the use of equity as part of non-executive remuneration for each director as follows: ● each non-executive director is given the flexibility, at the advanced election of the relevant non -executive director, to receive their base remuneration wholly in cash, in a combination of cash and equity or wholly in equity. The equity being in the form of zero grant price and zero exercise price options (ZEPOs). No non- executive directors elected to receive ZEPOs in the year. ZEPOs can be subject to punitive US tax rates for US resident directors. ● the grant to each non-executive director (in 2022, 2025 for Kathleen Metters and in 2024 for Simon Green and Hashan De Silva) three million options over ordinary shares in the capital of the Company (NED Options). The NED Options have a term of 5 years, vest in equal quarterly instalments over 3 years, subject to the non-executive director continuing to be an eligible person for the purposes of the Option Plan at the relevant time. The NED Options were granted for zero grant price and have an exercise price per NED Option that is at least a 67% premium to the 5 trading day VWAP prior to the date the relevant non-executive director accepts the offer of such NED Option. Non-Executive Directors' fees (including statutory superannuation) are determined within an aggregate directors' fee pool limit, any changes to which require approval by shareholders. The fee pool limit approved by shareholders in October 2006 stands at a maximum of $600,000 per annum in total. Retirement Allowances for Directors Termination payments apply only to Executive Directors, as discussed below. Executive Directors and Senior Executive Officers There are four components to the remuneration of Executive Directors and Senior Executive Officers: ● a base salary paid in cash or packaged at the executive's discretion within Australia Fringe Benefit's Tax guidelines as a total cost package. Base salaries are reviewed by the Remuneration and Nomination Committee effective 1 January each year; ● superannuation of 12% of base salary; ● a variable cash incentive component payable annually dependent upon achievement of performance targets set and approved by the Remuneration and Nomination Committee and Board. Individual and overall performance targets are set by reference to the component s of the Company's annual business plan. The Directors believe the Company's approach to variable cash incentive is consistent with the Company's industry sector; and ● equity remuneration as discussed above.
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Syntara Limited Directors' report 30 June 2026 14 Base pay for Senior Executive Officers is reviewed annually to ensure the executive's pay is commensurate with the responsibilities and contribution of the executive. An executive's pay is also reviewed on promotion. There was a 3.4% increase in base salaries at 1 January 2026, compared to 2.8% at 1 January 2025. In establishing the 2026 target variable cash incentives, the Board determined the following percentage of base salary as the appropriate quantum: Percentage of base salary Corporate objectives Percentage of base salary Personal objectives Chief Executive Officer 30% - Other Senior Executives 10% 10% Corporate objectives are based on the Company's business plan. Corporate and individual personal objectives are each separately weighted when objectives are set at the beginning of the financial year and at the end of the financial year performance is assessed on each objective individually. The Board assessed overall performance in achieving the 2026 corporate objectives at 62.25%. Termination payments Termination payments do not apply to Non-Executive Directors. The employment contract for the Chief Executive Officer can be terminated immediately by the Board for serious misconduct and with six months' notice without cause by either party. Employment contracts for Other Senior Executive Officers can be terminated immediately by the Board for serious misconduct and with a maximum of three months' notice without cause by either party. Unless otherwise required by law, no additional payments are required to be paid on termination. Details of remuneration Details of the remuneration of the Directors and the Senior Executive Officers ("key management personnel" as defined in AASB 124 Related Party Disclosures) of Syntara Limited and the Group are set out in the following tables. The Chief Executive Officer and Senior Executive Officers of the Group and the entity are: Name Position Gary Phillips Chief Executive Officer Jana Baskar Chief Medical Officer Wolfgang Jarolimek Head of Drug Discovery Kristen Morgan Head of Medical and Regulatory Affairs Amounts of remuneration Details of the remuneration of key management personnel of the Group are set out in the following tables.
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Syntara Limited Directors' report 30 June 2026 15 2026 Cash salary and fees $ Cash bonus1 $ Non- monetary $ Superannuat ion $ Leave entitlements $ Equity- settled incentives $ Total Non-Executive Directors: K Metters 100,000 - - - - 40,882 140,882 S Green 62,498 - - 7,500 - 3,802 73,800 H De Silva 62,498 - - 7,500 - 3,802 73,800 Executive Director - - - - - - - G Philips 458,314 94,435 - 79,998 (3,050) 187,262 816,959 Other Key Management Personnel J Baskar 336,265 46,862 - 50,595 (3,735) 74,112 504,099 W Jarolimek 351,031 59,190 - 56,271 2,981 146,132 615,605 K Morgan 225,868 39,154 - 41,586 (11,668) 63,192 358,132 1,596,474 239,641 - 243,450 (15,472) 519,184 2,583,277 1Bonuses relate to the financial year ended 30 June 2026 which were paid in August 2026 2025 Cash salary and fees $ Cash bonus1 $ Non- monetary $ Superannuat ion $ Leave entitlements $ Equity- settled incentives $ Total Non-Executive Directors K Metters 100,000 - - - - 8,497 108,497 S Green 62,780 - - 7,220 - 9,706 79,706 H De Silva 62,780 - - 7,220 - 9,706 79,706 Executive Director G Philips 480,246 104,168 - 76,628 36,129 146,479 843,650 Other Key Management Personnel J Baskar 323,041 48,450 - 45,859 10,804 38,652 466,806 W Jarolimek 381,102 58,702 - 54,727 12,832 70,664 578,027 D McGarvey1 170,955 - - 24,084 (73,143) 56,588 178,484 K Morgan 258,934 40,426 - 37,217 6,500 46,343 389,420 1,839,838 251,746 - 252,955 (6,878) 386,635 2,724,296 1David McGarvey resigned as Chief Financial Officer on 31 August 2024 and then resigned as Company Secretary on 6 February 2025. Remuneration details provided are for the period 1 July 2024 - 6 February 2025.
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Syntara Limited Directors' report 30 June 2026 16 Fixed Remuneration At risk - STI At risk - LTI1 Name 2026 2025 2026 2025 2026 2025 Non-Executive Directors: K Metters 71% 92% - - 29% 8% S Green 95% 88% - - 5% 12% H De Silva 95% 88% - - 5% 12% Executive Directors: G Phillips 66% 70% 12% 12% 22% 18% Other Key Management Personnel J Baskar 76% 81% 9% 10% 15% 9% W Jarolimek 67% 78% 10% 10% 23% 12% D McGarvey - 68% - - - 32% K Morgan 71% 78% 11% 10% 18% 12% 1Since the long-term incentives are provided exclusively by way of options and performance rights, the percentages disclosed also reflect the value of remuneration consisting of options and performance rights, based on the value of options expensed during the year. Where applicable, the expenses include negative amounts for expenses reversed during the year due to a failure to satisfy the vesting conditions. Service agreements In addition to their respective base salaries, each of the following Senior Executive Officers may be awarded an annual performance bonus upon satisfaction of certain milestones upon the sole discretion of the Remuneration and Nomination Committee. Other material terms of each of these agreements are identified below. Senior Executive Officer 2 Annual Base Salary Effective 1 July 20271 Superannuation Contributions $ $ Gary Phillips, Chief Executive Officer and Managing Director 505,678 60,681 Jana Baskar, Chief Medical Officer 331,768 39,812 Wolfgang Jarolimek, Head of Drug Discovery 401,971 48,236 Kristen Morgan, Head of Medical and Regulatory Affairs 271,434 32,572 1 Annual base salaries may be subject to increase upon review annually by the Remuneration and Nomination Committee. 2 The employment contracts for all Senior Executive Officers are evergreen in nature. Share-based compensation Grants of Equity under the Employee Performance Rights Plan to Senior Executive Officers and nominated employees The terms and conditions of each grant of performance rights affecting remuneration of Directors and Senior Executive Officers in this or future reporting periods are as follows. For vesting conditions refer to the section Principles used to determine the nature and amount of remuneration above:
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Syntara Limited Directors' report 30 June 2026 17 Grant date Expiry date Exercise price Value per performance right at grant date Number of performance rights granted Number of right grantees Vesting date1 1 Jul 2022 28 Jun 2032 $ Nil $0.066 843,000 1 50% at 30 June 2024 and 50% at 30 June 2025 18 Oct 2022 30 Jun 2032 $ Nil $0.066 3,565,000 3 50% at 30 June 2024 and 50% at 30 June 2025 29 Nov 2022 30 Jun 2033 $ Nil $0.065 2,771,000 1 50% at 30 June 2025 and 50% at 30 June 2025 12 Oct 2023 30 Jun 2033 $ Nil $0.034 4,678,000 3 50% at 30 June 2025 and 50% at 30 June 2026 29 Nov 2023 30 Jun 2033 $ Nil $0.030 2,771,000 1 50% at 30 June 2025 and 50% at 30 June 2026 15 Aug 2024 30 Jun 2034 $ Nil $0.032 3,302,000 3 50% at 30 June 2026 and 50% at 30 June 2027 29 Nov 2024 30 Jun 2034 $ Nil $0.056 2,771,000 1 50% at 30 June 2026 and 50% at 30 June 2027 1 Aug 2025 30 Jun 2035 $ Nil $0.060 5,688,029 3 50% at 30 June 2027 and 50% at 30 June 2028 24 Nov 2025 30 Jun 2035 $ Nil $0.027 4,769,177 1 50% at 30 June 2027 and 50% at 30 June 2028 24 Nov 2025 24 Nov 2030 $ Nil $0.027 881,465 1 100% at 30 June 2030 5 Jul 2025 30 Jun 2035 $ Nil $0.052 219,379 1 100% at 30 Sept 2025 1 Oct 2025 30 Jun 2035 $ Nil $0.029 411,100 1 100% at 31 Dec 2025 7 Jan 2026 30 Jun 2035 $ Nil $0.030 332,157 1 100% at 31 Mar 2026 17 Feb 2026 30 Jun 2035 $ Nil $0.034 70,122 1 100% at 31 Mar 2026 1 Apr 2026 30 Jun 2035 $ Nil $0.032 474,175 1 100% at 30 June 2026 1 All vesting conditions are 100% service based. Shares issued upon exercise of performance rights to Senior Executive Officers are restricted from sale by the officer as long as they are employed by the Group, without prior approval of the Board. No performance right holder has any right under the performance right to participate in any other share issue of the Company or of any other entity. The Syntara Corporate Governance Framework prohibits Directors and Senior Executive Officers from trading in Syntara derivatives. Non-Executive Director Options The terms and conditions of each grant of premium priced options remuneration of Non- Executive in this or future reporting periods are as follows. For vesting conditions refer to 2.1 above: Grant date Expiry date Exercise price Value per option at grant date Number of performan ce rights granted Number of option grantees Vesting date 2 Dec 2022 1 Dec 2027 $0.11 $0.0203 3,000,000 1 In equal quarterly instalments over 3 years commencing quarter ended 31 December 2022 14 Feb 2024 15 Dec 2029 $0.04 $0.00725 6,000,000 2 In equal quarterly instalments over 3 years commencing quarter ended 31 March 2024 24 Nov 2025 25 Nov 2030 $0.049 $0.0270 3,000,000 1 In equal quarterly instalments over 3 years commencing quarter ended 20 Feb 2026
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Syntara Limited Directors' report 30 June 2026 18 Details of non-executive director options provided as remuneration during the year to Non-Executive Directors subsequent to shareholder approval is set out below. When exercisable, each option is convertible into one ordinary share. Options are issued at a zero purchase price. Vesting details are set out in the subsequent table. Further information on the options is set out in this Remuneration Report (Equity Granted to Directors and Senior Executive Officers above) and in Note 13 of this Report. The assessed fair value at grant date of performance rights granted to the individuals is allocated equally over the period from grant date to vesting date, and the amount is included in the remuneration tables below. Fair value at grant date is assessed using the Black-Sholes method. Options granted during the year 2026 Options granted during the year 2026 Options granted during the year 2025 Options vested during the year 2026 Options vested during the year 2025 Expiration Date Exercise Price Number Number Number Number K Metters 1 Dec 2027 $0.110 - - - 500,000 K Metters 25 Nov 2030 $0.049 3,000,000 - 500,000 - Performance Rights Details of performance rights over ordinary shares provided as remuneration during the year to Directors and Senior Executive Officers is set out below. When exercisable, each performance right is convertible into one ordinary share. Performance rights are issued at a zero purchase price. Vesting details are set out in the subsequent table. Further information on the performance rights is set out in this Remuneration Report (Equity Granted to Directors and Senior Executive Officers above) and in Note 13 of this Report. The assessed fair value at grant date of performance rights granted to the individuals is allocated equally over the period from grant date to vesting date, and the amount is included in the remuneration tables below. Fair value at grant date is assessed using the closing share price on the date of grant. Performance rights granted during the year 2026 Performance rights granted during the year 2026 Performance rights granted during the year 2025 Performance rights vested during the year 2026 Performance rights vested during the year 2025 Expiration Date Exercise Price Number Number Number Number G Phillips 30 Jun 2035 $ Nil 4,769,177 2,771,000 4,156,500 2,771,000 G Phillips 24 Nov 2030 $ Nil 881,465 - 881,465 - J Baskar 30 Jun 2035 $ Nil 1,877,395 1,113,000 1,534,500 556,500 W Jarolimek 30 Jun 2035 $ Nil 2,905,134 1,322,000 1,983,000 1,322,000 K Morgan 30 Jun 2035 $ Nil 1,535,979 867,000 1,300,500 867,000 Shares Issued on Exercise of Performance Rights and Options 2026 Date of exercise of performance rights Exercise price Ordinary shares issued on exercise of performance rights during the year J Baskar 2 Jul 2025 $ Nil 978,000 W Jarolimek 30 Jul 2025 $ Nil 1,500,000 K Morgan 2 Feb 2026 $ Nil 634,110 Key Management personnel equity holdings 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 Group, including their personally related parties, is set out below:
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Syntara Limited Directors' report 30 June 2026 19 2026 Balance at the start of the year Received as part of remuneration Additions Exercised Balance at the end of the year Ordinary shares K Metters 20,000 - - - 20,000 SP Green 909,091 - - - 909,091 H De Silva4 867,636 - - - 867,636 G Phillips 5,699,843 - - - 5,699,843 J Baskar1 2,678,000 978,000 - - 3,099,500 W Jarolimek2 1,721,550 1,500,000 - - 3,221,550 K Morgan3 - 634,110 - (634,110) - 11,896,120 3,112,110 - (634,110) 13,817,620 1Additions comprised of 978,000 from the exercise of performance rights. 2Additions comprised of 1,500,000 from the exercise of performance rights. 3Additions comprised of 634,110 from the exercise of performance rights, disposal refers to the subsequent sale of 634,110 shares. 2025 Balance at the start of the year Received as part of remuneration Additions Exercised Balance at the end of the year Ordinary shares K Metters 20,000 - - - 20,000 SP Green 909,091 - - - 909,091 H De Silva 867,636 - - - 867,636 G Phillips 5,699,843 - - - 5,699,843 J Baskar1 1,536,364 1,141,636 - - 2,678,000 W Jarolimek 1,721,550 - - - 1,721,550 K Morgan2 - 468,340 - (795,340) - D McGarvey3 1,039,651 - - (1,039,651) - 10,754,484 1,609,976 - (795,340) 11,896,120 1 Additions comprised of 421,500 from the exercise of performance rights and 720,136 purchased on market. 2 Additions comprised of 468,340 from the exercise of performance rights and nil purchased on market. 3 Balance on resignation on 6 February 2025. Option and Performance Rights Holding The number of options and performance rights over ordinary shares in the company held during the financial year by each director and other members of key management personnel of the Group, including their personally related parties, is set out below: Options/rights over ordinary shares - 2026 Balance at the start of the year Granted as part of remuneration - Additions Exercised Balance at the end of the year K Metters 3,000,000 3,000,000 - 6,000,000 S Green 3,000,000 - - 3,000,000 H De Silva 3,000,000 - - 3,000,000 G Phillips 9,616,800 5,650,643 - 15,267,443 J Baskar 2,647,500 1,877,395 (978,000) 3,546,895 W Jarolimek 5,767,100 3,781,588 (1,500,000) 7,730,368 K Morgan 2,801,610 1,535,979 (634,110) 3,703,479 29,833,010 15,845,605 (3,112,110) 42,248,185
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Syntara Limited Directors' report 30 June 2026 20 Options/rights over ordinary shares - 2025 Balance at the start of the year Granted as part of remuneration- Additions Exercised Balance at the end of the year K Metters 3,000,000 - - 3,000,000 S Green 3,000,000 - - 3,000,000 H De Silva 3,000,000 - - 3,000,000 G Phillips 6,845,800 2,771,000 - 9,616,800 J Baskar 1,939,000 1,113,000 (421,500) 2,647,500 W Jarolimek 4,415,100 1,322,000 - 5,767,100 K Morgan 1,934,610 867,000 - 2,801,610 24,134,510 6,073,000 (421,500) 29,833,010 A dditional 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 ($) 0.02 0.05 0.02 0.04 0.06 Total dividends declared (cents per share) - - - - - Basic and diluted loss per share (cents per share) 0.54 0.54 1.58 2.05 0.04 This concludes the remuneration report, which has been audited. 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 ___________________________ Gary J Phillips Director 27 August 2026
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Level 20, 181 William Street, Melbourne VIC 3000 +61 3 9824 8555 vic.info@williambuck.com williambuck.com William Buck is an association of firms, each trading under the name of William Buck across Australia and New Zealand with affiliated offices worldwide. Liability limited by a scheme approved under Professional Standards Legislation. Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 To the directors of Syntara Limited As lead auditor for the audit of the financial report of Syntara Limited for the year ended 30 June 2026, I declare that, to the best of my knowledge and belief, there have been: — no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and — no contraventions of any applicable code of professional conduct in relation to the audit. William Buck Audit (Vic) Pty Ltd ABN 59 116 151 136 N. S. Benbow Director Melbourne, 27 August 2026
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Syntara Limited Consolidated statement of profit or loss and other comprehensive income For the year ended 30 June 2026 Note 2026 2025 $'000 $'000 The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes 22 Revenue Interest revenue 95 332 Other income 5 6,931 7,298 7,026 7,630 Expenses Employee expenses (6,648) (6,687) Administration and corporate (1,507) (2,045) Depreciation and amortisation expense (146) (223) Rent, occupancy and utilities (316) (265) Clinical trials (2,838) (7,071) Drug development (4,543) (3,154) Safety, medical and regulatory affairs (355) (226) Foreign exchange gains and losses (22) 17 Other expenses (255) (203) Finance costs (10) (30) Loss before income tax expense from continuing operations (9,614) (12,257) Income tax expense - - Loss after income tax expense from continuing operations (9,614) (12,257) Profit after income tax expense from discontinued operations 6 619 4,338 Loss after income tax expense for the year attributable to the owners of Syntara Limited (8,995) (7,919) Other comprehensive income for the year, net of tax - - Total comprehensive income for the year attributable to the owners of Syntara Limited (8,995) (7,919) Total comprehensive income for the year is attributable to: Continuing operations (9,614) (12,257) Discontinued operations 6 619 4,338 (8,995) (7,919) Cents Cents Earnings per share for loss from continuing operations attributable to the owners of Syntara Limited Basic loss per share 12 (0.58) (0.83) Diluted loss per share 12 (0.58) (0.83) Earnings per share for profit from discontinued operations attributable to the owners of Syntara Limited Basic loss per share 12 0.04 0.30 Diluted loss per share 12 0.04 0.30 Earnings per share for loss attributable to the owners of Syntara Limited Basic loss per share 12 (0.54) (0.54) Diluted loss per share 12 (0.54) (0.54)
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Syntara Limited Consolidated statement of financial position As at 30 June 2026 Note 2026 2025 $'000 $'000 The above consolidated statement of financial position should be read in conjunction with the accompanying notes 23 Assets Current assets Cash and cash equivalents 7 13,562 15,076 Trade and other receivables 8 5,245 5,889 Total current assets 18,807 20,965 Non-current assets Trade and other receivables 8 145 149 Property, plant and equipment 54 102 Right-of-use assets - 78 Intangibles 131 149 Total non-current assets 330 478 Total assets 19,137 21,443 Liabilities Current liabilities Trade and other payables 9 2,104 4,572 Lease liabilities - 84 Employee benefits 10 760 683 Total current liabilities 2,864 5,339 Non-current liabilities Employee benefits 10 58 86 Total non-current liabilities 58 86 Total liabilities 2,922 5,425 Net assets 16,215 16,018 Equity Issued capital 11 427,375 417,883 Reserves 2,840 3,148 Accumulated losses (414,000) (405,013) Total equity 16,215 16,018
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Syntara Limited Consolidated statement of changes in equity For the year ended 30 June 2026 The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes 24 Issued Accumulated Total equity capital Reserves losses $'000 $'000 $'000 $'000 Balance at 1 July 2024 399,324 24,951 (419,595) 4,680 Loss after income tax expense for the year - - (7,919) (7,919) Other comprehensive income for the year, net of tax - - - - Total comprehensive income for the year - - (7,919) (7,919) Transactions with owners in their capacity as owners: Contributions of equity, net of transaction costs (note 11) 18,231 420 - 18,651 Vesting charge for share-based payments arrangements (note 13) - 606 - 606 Expiry, cancellation and/or lapsing of legacy vesting charge for share based payment arrangements - (22,501) 22,501 - Employee share options/rights exercised 328 (328) - - Balance at 30 June 2025 417,883 3,148 (405,013) 16,018 Issued Accumulated Total equity capital Reserves losses $'000 $'000 $'000 $'000 Balance at 1 July 2025 417,883 3,148 (405,013) 16,018 Loss after income tax expense for the year - - (8,995) (8,995) Other comprehensive income for the year, net of tax - - - - Total comprehensive income for the year - - (8,995) (8,995) Transactions with owners in their capacity as owners: Contributions of equity, net of transaction costs (note 11) 8,237 - - 8,237 Vesting charge for share-based payments arrangements (note 13) - 955 - 955 Employee share options/rights expired - (8) 8 - Employee share options/rights exercised 1,255 (1,255) - - Balance at 30 June 2026 427,375 2,840 (414,000) 16,215
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Syntara Limited Consolidated statement of cash flows For the year ended 30 June 2026 Note 2026 2025 $'000 $'000 The above consolidated statement of cash flows should be read in conjunction with the accompanying notes 25 Cash flows from operating activities Receipts from customers (inclusive of GST) 203 159 Payments to suppliers and employees (inclusive of GST) (17,472) (16,155) (17,269) (15,996) Interest received 100 323 Australian government research and development tax credits 5,606 4,558 Grant received from Parkinson’s UK for PXS-4728 study 1,786 - Net cash used in operating activities 15 (9,777) (11,115) Cash flows from investing activities Payments for property, plant and equipment (2) - Proceeds from disposal of assets 6 - 3,341 Proceeds from release of security deposits - 934 Payments for security deposits - (96) Net cash from/(used in) investing activities (2) 4,179 Cash flows from financing activities Proceeds from issue of shares 8,843 20,000 Transactions costs related to the issue of shares (494) (1,350) Financing agreement payments (88) (185) Net cash from financing activities 8,261 18,465 Net increase/(decrease) in cash and cash equivalents (1,518) 11,529 Cash and cash equivalents at the beginning of the financial year 15,076 3,520 Effects of exchange rate changes on cash and cash equivalents 4 27 Cash and cash equivalents at the end of the financial year 7 13,562 15,076
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Syntara Limited Notes to the consolidated financial statements 30 June 2026 26 Note 1. General information T he financial statements cover Syntara Limited as a Company consisting of Syntara Limited and the entities it controlled at the end of, or during, the year. The financial statements are presented in Australian dollars, which is Syntara Limited's functional and presentation currency. S yntara Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business are: Registered office Principal place of business Unit 2, 20 Rodborough Rd, Frenchs Forest NSW 2086 Unit 2, 20 Rodborough Rd, Frenchs Forest NSW 2086 A description of the nature of the Company's operations and its principal activities are included in the directors' report, w hich is not part of the financial statements. In accordance with AASB 5 Non-current Assets Held for Sale and Discontinued Operations, the current and prior year earnings related figures have been adjusted to remove the impact of discontinued operations as outlined in note 4. Previously, the discontinued operation was one of the two segments reported. Due to the sale, segment information is no longer required and not disclosed in this financial report. The financial statements were authorised for issue, in accordance with a resolution of directors, on 27 Augus t 2026. The directors have the power to amend and reissue the financial statements. Note 2. Material accounting policy information The accounting policies that are material to the Company are set out below. The accounting policies adopted are consistent with those of the previous financial year, unless otherwise stated. New or amended Accounting Standards and Interpretations adopted The Company has ado pted all of t he new or am ended Accounting Standards and Interpretations i ssued by t he 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. 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 AASB 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 affect 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 disclosure 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 disaggregation), including whether to present this information in the primary financial statements or in the notes. The Company 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. Basis of preparation These general purpos e financial statements hav e been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001, as appropriate for for-profit o riented entities. T hese financial s tatements also comply with IFRS A ccounting Standards as i ssued by t he International Accounting Standards Board ('IASB'). Historical cost convention The financial statements have been prepared under the historical cost convention unless otherwise noted.
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Syntara Limited Notes to the consolidated financial statements 30 June 2026 Note 2. Material accounting policy information (continued) 27 Critical accounting estimates The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 3. Revenue recognition The Company recognises revenue as follows: Interest Interest income is recognised on a time proportion basis using the effective interest method. Grants Grants are recognised at their fair value where there is a reasonable assurance that the grant will be received and the company will comply with all attached conditions. When the company receives income in advance of incurring the relevant expenditure, it is treated as deferred income as the company recognises the income only when the relevant expenditure has been incurred. Grants relating to costs are deferred and recognised in the income statement over the period necessary to match them with the costs that they are intended to compensate. Grants relating to the purchase of plant and equipment are included in liabilities as deferred income and are credited to the income statement on a straight‐l ine basis over the expected lives of the related assets. The Company receives funding from non-government organisations to support research and development. Where the funding arrangements are considered to give rise to enforceable rights and obligations and the counterparty is considered a customer, the grants are accounted for in accordance with AASB 15 Revenue from Contracts with Customers. Revenue is recognised as the Company satisfies its performance obligations by transferring the promised services to the counterparty. Performance obligations are typically satisfied over time as activities are undertaken. Where funding is received in advance of satisfying the related performance obligations, a contract liability is recognised. Revenue is presented within “Other income” in the statement of profit or loss. Where the arrangements do not create enforceable rights and obligations, or the funding is not linked to specific performance obligations, income is recognised when received. Government research and development tax incentives Government grants, including research and development incentives are recognised at fair value when there is reasonable assurance that the grant will be received and all grant conditions will be met. With the successful track record of the Company in obtaining the Research and Development rebate from the ATO, an estimated rebate for the year has been accrued as income. Discontinued operations A discontinued operation is a component of the Company that has been disposed of or is classified as held for sale and that represents a separate major line of business or geographical area of operations, is part of a single co-ordinated plan to dispose of such a line of business or area of operations, or is a subsidiary acquired exclusively with a view to resale. The results of discontinued operations are presented separately on the face of the statement of profit or loss and other comprehensive income. Trade and other payables These amounts represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. The amounts are unsecured and are usually paid within 60 days of recognition and receipt of a valid invoice. Trade and other payables are presented as current liabilities unless payment is not due within 12 months from the reporting date.
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Syntara Limited Notes to the consolidated financial statements 30 June 2026 Note 2. Material accounting policy information (continued) 28 Employee benefits Short term obligations Liabilities for wages and salaries, including non ‐m onetary benefits and annual leave are recognised in other payables in respect of employees' services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled. Long term obligations The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period. Consideration is given to expected future wage and salary levels and periods of service. Expected future payments are discounted using market yields at the end of the reporting period on corporate bonds with terms and currencies that match, as closely as possible, the estimated future cash outflows. The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer settlement for at least twelve months after the reporting date, regardless of when the actual settlement is expected to occur. Retirement benefit obligations Contributions to defined contribution funds are recognised as an expense as they become payable. Bonus plans The Group recognises a liability and an expense for bonuses where contractually obliged or where there is a past practice that has created a constructive obligation. Share-based payments Equity-based compensation benefits are provided to employees via the Syntara Employee Equity Plans. Information relating to these schemes is set out in note 30. The fair value of equity granted under the various plans are recognised as an employee benefit expense with a corresponding increase in equity. The fair value is measured at grant date and recognised over the period during which the employees become unconditionally entitled to the performance rights. For performance rights the fair value at grant date is taken to be the closing share price on the date of grant. The Company measures the cost of equity -settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using the Black -Scholes model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity. Issued capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares, options or rights (net of recognised tax benefits) are shown in equity as a deduction from the proceeds. Incremental costs directly attributable to the issue of new shares, options or rights for the acquisition of a business are not included in the cost of the acquisition as part of the purchase consideration. Rounding of amounts The company is of a kind referred to in Corporations Instrument 2026/183, issued by the Australian Securities and Investments Commission, relating to 'rounding- off'. Amounts in this report have been rounded off in accordance with that Corporations Instrument to the nearest thousand dollars, or in certain cases, the nearest dollar.
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Syntara Limited Notes to the consolidated financial statements 30 June 2026 Note 2. Material accounting policy information (continued) 29 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 AASB 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 affect 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 disclosure 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 disaggregation), including whether to present this information in the primary financial statements or in the notes. The Company 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. Note 3. Critical accounting judgements, estimates and assumptions The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. (a) Recovery of deferred tax assets Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if the Group considers it is probable that future taxable amounts will be available to utilise those temporary differences and losses. No deferred tax assets was recognised during the year. (b) Research and Development Tax Incentive credits Government grants, including research and development incentives are recognised at fair value when there is reasonable assurance that the grant will be received and all grant conditions will be met. With the successful track record of the Group in obtaining the Research and Development rebate from the ATO, an estimated rebate of $4.7 million has been accrued as income for the full-year ended 30 June 2026 (30 June 2025: $5.6 million). The Company is entitled to claim grant credits from the Australian Government in recompense for its research and development program expenditure. The program is overseen by AusIndustry, which is entitled to audit and/or review claims lodged for the past 4 years. In the event of a negative finding from such an audit or review AusIndustry has the right to rescind and clawback those prior claims, potentially with penalties. Such a finding may occur in the event that those expenditures do not appropriately qualify for the grant program. In their estimation, considering also the independent external expertise they have contracted to draft and claim such expenditures, the directors of the company consider that such a negative review has a remote likelihood of occurring. (c) Discontinued operations - Mannitol Business Unit The sale of the mannitol respiratory business unit (MBU) to Arna Pharma Pty Ltd, (Arna Pharma) is a discontinued operation. Judgement has been applied in the attribution of costs to discontinued operation due to the inherent complexity of the sale agreement. (d) Impairment of Mannitol Business Unit sale receivable The Company has set aside a provision for the full debt $596,000 owed by Arna Pharma at 30 June 2026, taking a conservative approach to this doubtful debt due to the significant uncertainty in relation to the quantum and timing of the recovery of these amounts. (e) Grants with or without conditions Grant revenue is recognized only when there is reasonable assurance that the entity will comply with the conditions and the grant will be received. Note 4. Operating segments During the year the Group continued to operate a single segment, being research and development activities principally in the geographic region of Australia.
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Syntara Limited Notes to the consolidated financial statements 30 June 2026 30 Note 5. Other income 2026 2025 $'000 $'000 Grants 2,006 1,534 Research and Development Tax Incentive income 4,734 5,614 Other income 191 150 6,931 7,298 Note 6. Discontinued operations (a) Background Syntara sold its mannitol respiratory business unit (MBU) in the fourth quarter of 2023 to Arna Pharma Pty Ltd (Arna Pharma). A post completion transition period has now ended and the MBU and Frenchs Forest facility are now fully separated from Syntara. Syntara’s research laboratories and corporate offices are now subleased at Frenchs Forest from Arna Pharma. As previously advised, Arna Pharma challenged the contractual payment obligations claimed by Syntara from the sale. Since that time the parties have made further progress in reconciling the amounts owing and some payments have been made. The Company continues to pursue amounts owing by the acquiror and expects to receive further payments over the course of the financial year. There remains significant uncertainty in relation to the quantum and timing of amounts that will be received. After amounts already paid by Arna Pharma (~$6.1 million) and various offsets to expenses incurred by Syntara to Arna, the amounts currently claimed by Syntara at 30 June 2026 have been substantially reduced and now total ~$0.6 million. b) Financial performance and cash flow information 2026 2025 $'000 $'000 Discontinued interest income (1) - 238 Discontinued expense write-back/(expenses) (2) (58) 261 Bad debt expense write-back/(expense) (3) 675 3,839 Total expenses 617 4,100 Profit before income tax expense 617 4,338 Income tax expense - - Profit after income tax expense 617 4,338 Gain on disposal before income tax 2 - Income tax expense - - Gain on disposal after income tax expense 2 - Profit after income tax expense from discontinued operations 619 4,338 (1) Due to the material uncertainty of the recoverability of receivables, and the nature of the dispute outstanding receivabl es no interest has been charged for the period ended 30 June 2026. (2) In June 2024, the Company had established a provision for potential costs associated with the cessation of contracts with certain suppliers and staff. Following a reassessment, it was determined that these costs are no longer likely to be incurred, resulting in a net $0.3 million reversal of the provision at reporting date. (3) In June 2024, the Company set aside a provision for most of the debt owed by Arna Pharma, taking a conservative approach to this doubtful debt. The provision has since been adjusted to account for received payments and Arna Pharma issued invoices in the year ended 30 June 2026. This has resulted in a write back of bad debt expense of $0.6 million.
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Syntara Limited Notes to the consolidated financial statements 30 June 2026 Note 6. Discontinued operations (continued) 31 Cash flow information 2026 2025 $'000 $'000 Net cash from operating activities - 1,064 Net cash from investing activities - 3,341 Net increase in cash and cash equivalents from discontinued operations - 4,405 Details of the disposal The Company will receive ongoing royalties from Arna Pharma in relation to three product groups: ● Bronchitol and Aridol – low double digits on Arna Pharma’s operating profit for seven years from 1 February 2024. ● Other products manufactured using the spray drier at Frenchs Forest – mid-double digit on operating profit dropping to low double digit after three years, commencing on first sale. ● Other products manufactured at either Frenchs Forest or Arna Pharma’s other manufacturing facility – low to mid-single digit royalties on operating profit for eight years from first product sale. Royalties payable to the Company are reduced to the extent the gross profit of the MBU over the first two years from Completion fail to meet agreed dollar minimum targets. No value has been attributed to the future royalty payments due to uncertainty as to revenue, operating profitability and timing. Note 7. Cash and cash equivalents 2026 2025 $'000 $'000 Current assets Cash at bank 9,035 3,679 Cash on deposit 4,527 11,397 13,562 15,076 Note 8. Trade and other receivables 2026 2025 $'000 $'000 Current assets Trade receivables 615 11 Receivable - sale of the subsidiary (1) - 946 Less: Allowance for expected credit losses (1) (596) (946) 19 11 Research and Development Tax Incentive and grant related receivables 4,741 5,614 Prepayments 419 229 Tax related receivables 66 35 5,245 5,889 Non-current assets Security deposits 145 149 5,390 6,038
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Syntara Limited Notes to the consolidated financial statements 30 June 2026 Note 8. Trade and other receivables (continued) 32 (1) Refer to note 6 for further information on discontinued operations. Note 9. Trade and other payables 2026 2025 $'000 $'000 Current liabilities Trade payables 1,233 2,517 Accrued bonuses 561 584 Amounts owing to key management personnel and their related parties 25 25 Accrued expenses 131 1,054 Unearned income 122 343 Other payables 32 49 2,104 4,572 Refer to note 16 for further information on financial instruments. Other payables Other payables include accruals for annual leave. The entire obligation is presented as current, since the Group does not have an unconditional right to defer settlement. Unearned income Represents unearned grant received in advance of future expenditure. Unearned grant income has fulfilment clauses attached which, if not fulfilled, may require repayment. Note 10. Employee benefits 2026 2025 $'000 $'000 Current liabilities Annual leave 226 242 Long service leave 534 441 760 683 Non-current liabilities Long service leave 58 86 818 769 Note 11. Issued capital 2026 2025 2026 2025 Shares Shares $'000 $'000 Ordinary shares - fully paid 1,961,906,275 1,624,998,295 427,375 417,883
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Syntara Limited Notes to the consolidated financial statements 30 June 2026 Note 11. Issued capital (continued) 33 Movements in ordinary share capital Details Date Shares Issue price $'000 Balance 1 July 2025 1,624,998,295 417,883 Employee Share Plan1 9,376,405 $0.00 1,255 Issuance of shares (May 2026) 242,605,411 $0.03 6,550 Issuance of shares (June 2026) 84,926,164 $0.03 2,293 Transaction costs arising on share issue - $0.00 (606) Balance 30 June 2026 1,961,906,275 427,375 1These related to rights issued under the Performance Rights Plan, which are issued with a zero grant price and zero exercise price. Ordinary shares Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the company does not have a limited amount of authorised capital. On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote. Equity plans Information relating to the Employee Equity Plans, including details of equity instruments issued, exercised and lapsed during the financial year and outstanding at the end of the financial year, is set out in note 13. Share buy-back There is no current on-market share buy-back. Capital risk management The Company's objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost of capital. The Group predominately uses equity to finance its projects. In order to maintain or adjust the capital structure, the Group may issue new shares. Note 12. Earnings per share 2026 2025 $'000 $'000 Earnings per share for loss Loss after income tax from continuing operations (9,614) (12,257) (Loss)/profit after income tax from discontinued operations 619 4,338 Number Number Weighted average number of ordinary shares used in calculating basic earnings per share 1,670,429,235 1,469,302,239 Weighted average number of ordinary shares used in calculating diluted earnings per share 1,670,429,235 1,469,302,239
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Syntara Limited Notes to the consolidated financial statements 30 June 2026 Note 12. Earnings per share (continued) 34 Loss per share from continuing operations Cents Cents Basic loss per share (0.58) (0.83) Diluted loss per share (0.58) (0.83) Earnings / (loss) per share from discontinued operations Basic loss per share 0.04 0.30 Diluted loss per share 0.04 0.30 The 76,362,005 Options and Rights on issue at 30 June 2026 (2025: 59,144,915) are not considered to be potential ordinary shares and have not been included in the determination of diluted earnings per share. Note 13. Share-based payments (a) Performance Rights Plan The Performance Rights Plan enables the grant of employee options with a zero grant price and a zero exercise price, known commonly as “Performance Rights” to eligible employees of the Group. Senior Executives will, together with other eligible employees be invited by the Remuneration and Nomination Committee to participate in this plan. The key features of the plan are as follows: ● Performance Rights are granted under the Employee Option Plan (“EOP”), approved by shareholders at the 2021 annual general meeting. ● Grant price and exercise price of zero, with a life of 10 years from grant date. ● The number of performance rights to be granted is determined by the Board, taking into account the employee’s position and responsibility, salary, and the Company's share price and until the end of the 2018 financial year, the employee’s performance. ● The vesting of performance rights is set by the Board at an appropriate future date or dates and vesting will only occur if the employee remains an employee of the Group. The performance rights will lapse in the event the employee ceases to be an employee before the vesting date. - Half of granted performance rights vest two years from the grant date and the other half vest three years from the grant date. - As more fully described in the Remuneration Report, from 1 July 2018 to 30 June 2022 performance vesting conditions were assessed 12 months from the time of grant. From 1 July 2022 there are no performance vesting conditions other than continued employment with the Group. ● Shares issued upon exercise of performance rights are restricted from sale by the employee as follows: - Shares issued upon exercise are restricted from sale for three years from grant date. - Shares issued upon exercise of performance rights to Senior Executive Officers are restricted from sale by the officer as long as they are employed by the Group, without prior approval of the Board. The guidelines under which the Board will determine whether to give its approval include the progress of the Group in achieving its stated goals over the period since grant, the impact of a sale on the market in the Group’s shares, the Company's share price, and whether it is an appropriate time for such a sale, amongst other criteria. There were 47,787,752 vested performance rights at 30 June 2026 (19,251,200 at 30 June 2025). Set out below are summaries of the performance rights granted under the plan:
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Syntara Limited Notes to the consolidated financial statements 30 June 2026 Note 13. Share-based payments (continued) 35 2026 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 26/07/2016 30/06/2026 $0.00 1,271,975 - (1,271,975) - - 18/07/2017 30/06/2027 $0.00 1,081,000 - (816,000) - 265,000 14/11/2017 30/06/2027 $0.00 43,000 - (43,000) - - 25/07/2018 30/06/2028 $0.00 497,250 - (350,550) - 146,700 14/08/2019 30/06/2029 $0.00 602,700 - (365,050) - 237,650 13/08/2020 30/06/2030 $0.00 956,000 - (531,500) - 424,500 04/11/2020 30/06/2030 $0.00 235,500 - - - 235,500 12/08/2021 30/06/2031 $0.00 1,024,740 - (503,100) - 521,640 03/11/2021 30/06/2031 $0.00 1,068,300 - - - 1,068,300 05/11/2021 30/06/2031 $0.00 1,943,235 - (677,230) - 1,266,005 01/07/2022 30/06/2032 $0.00 421,500 - (421,500) - - 18/10/2022 30/06/2033 $0.00 7,200,000 - (2,375,500) - 4,824,500 29/11/2022 30/06/2033 $0.00 2,771,000 - - - 2,771,000 12/10/2023 30/06/2033 $0.00 8,430,000 - (2,021,000) - 6,409,000 29/11/2023 30/06/2034 $0.00 2,771,000 - - - 2,771,000 15/08/2024 30/06/2034 $0.00 8,057,000 - - (177,000) 7,880,000 29/11/2024 30/06/2034 $0.00 2,771,000 - - - 2,771,000 05/07/2025 30/06/2034 $0.00 - 551,501 - - 551,501 01/08/2025 30/06/2035 $0.00 - 14,828,445 - (348,869) 14,479,576 02/10/2025 30/06/2034 $0.00 - 1,033,474 - (88,500) 944,974 24/11/2025 30/06/2035 $0.00 - 5,650,642 - - 5,650,642 07/01/2026 30/06/2035 $0.00 - 835,017 - - 835,017 17/02/2026 30/06/2035 $0.00 - 154,263 - - 154,263 01/04/2026 30/06/2035 $0.00 - 1,154,522 - - 1,154,522 41,145,200 24,207,864 (9,376,405) (614,369) 55,362,290 The weighted average remaining contractual life of performance rights outstanding at the end of the period was 7.82 years (2025 – 7.9 years). Fair value of performance rights granted The assessed fair value at grant date of performance rights granted during the year ended 30 June 2026 is detailed in the table below. The fair value at grant date is taken as the closing share price on the date of grant. As the performance rights do not provide entitlement to dividends prior to vesting and no exercise price is payable, the quoted market price of the Company’s shares represents an appropriate measure of fair value. 2026 2026 2026 2026 Grant date No. of rights granted Exercise Price Share Price 5 Jul 2025 551,501 – $0.052 1 Aug 2025 14,828,445 – $0.060 1 Oct 2025 1,033,474 – $0.029 24 Nov 2025 5,650,642 – $0.029 7 Jan 2026 835,017 – $0.033 17 Feb 2026 154,263 – $0.034 1 Apr 2026 1,154,522 – $0.032
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Syntara Limited Notes to the consolidated financial statements 30 June 2026 Note 13. Share-based payments (continued) 36 (b) Non-executive director options (NED Options) ● NED Options were granted on 24 November 2025 subsequent to shareholder approval at the 2025 annual general meeting. ● Three million NED Options were granted to Kathleen Metters. ● The NED Options have a term of 5 years and vest in equal quarterly instalments over 3 years, subject to the non - executive director continuing to be an eligible person for the purposes of the Option Plan at the relevant time. ● The NED Options were granted for zero grant price and have an exercise price per NED Option of $0.049. There were 8,000,000 vested NED Options at 30 June 2026 (2,750,000 at 30 June 2025). Set out below are summaries of the NED Options granted under the plan: Grant Date Expiry Date Exercise price Balance at start of the year Granted during the year Exercised during the year Forfeited during the year Balance at end of the year Vested at end of the year 2 Dec 2022 1 Dec 2027 $0.11 3,000,000 - - - 3,000,000 3,000,000 14 Feb 2024 13 Feb 2029 $0.04 6,000,000 - - - 6,000,000 4,500,000 24 Nov 2025 25 Nov 2030 $0.049 - 3,000,000 - - 3,000,000 500,000 The assessed fair value of options at grant date was determined using the Black-Scholes option pricing model that takes into account the exercise price, term of the option, security price at grant date and expected price volatility of the underlying security, the expected dividend yield, the risk-free interest rate for the term of the security and certain probability assumptions. The following table lists the inputs to the model used for valuation of the 3,000,000 unlisted options issued during the year ended 30 June 2026: Grant date Expiry date Exercise Price Share Price at Grant date Expected volatility Dividend yield Risk-free interest rate Fair value at Grant date 24 Nov 2025 25 Nov 2030 $0.049 $0.029 161.85% - 0.39% $0.027 (c) Advisor options There were nil vested Advisor Options at 30 June 2026 (2025: 8,999,715). Set out below is a summary of the Advisor Options granted: Grant Date Expiry Date Exercise price Balance at start of the year Granted during the year Exercised during the year Balance at end of the year Vested at end of the year 25 Feb 2025 24 Feb 2028 $0.1063 8,999,715 - - 8,999,715 8,999,715 The assessed fair value of options at grant date was determined using the Black-Scholes option pricing model that takes into account the exercise price, term of the option, security price at grant date and expected price volatility of the underlying security, the expected dividend yield, the risk-free interest rate for the term of the security and certain probability assumptions. (d) Expenses arising from share‐based payment transactions Total expenses arising from share ‐ba sed payment transactions recognised during the period as part of employee benefit expense were as follows: 2026 2025 $ $ Equity instruments issued under employee equity plans 951,642 606,197 Note 14. Dividends There were no dividends paid, recommended or declared during the current or previous financial year.
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Syntara Limited Notes to the consolidated financial statements 30 June 2026 37 Note 15. Reconciliation of loss after income tax to net cash used in operating activities 2026 2025 $'000 $'000 Loss after income tax expense for the year (8,995) (7,919) Adjustments for: Depreciation and amortisation 146 223 Write back of bad debt expense (675) (3,341) Non-cash share based payments 952 606 Change in operating assets and liabilities: Increase in trade and other receivables (46) (1,024) Increase/(decrease) in trade and other payables (1,514) 494 Increase/(decrease) in other provisions 355 (154) Net cash used in operating activities (9,777) (11,115) Note 16. Financial instruments Financial risk management objectives The Company's activities expose it to a variety of financial risks: market risk (including foreign currency risk and interest rate risk), credit risk and liquidity risk. The Company's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Company. The Company uses different methods to measure different types of risks to which it is exposed. These methods include sensitivity analysis in the case of interest rate, foreign exchange and other price risks and aging analysis for credit risk. Risk management is carried out by the Chief Financial Officer under policies approved by the Board of Directors ('the Board'). The Board provides written principles of overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk and investment of excess liquidity. The Group holds the following financial instruments: 2026 2025 $'000 $'000 Financial assets Cash and cash equivalents 13,562 15,076 Trade and other receivables (current) 5,245 5,889 Other receivables (non-current) 145 149 18,952 21,114 Financial liabilities Trade and other payables 2,104 4,814 Borrowings - 84 2,104 4,898 (a) Market Risk (i) Foreign exchange risk Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the entity’s functional currency. The risk is measured using sensitivity analysis and cash flow forecasting. The Group’s exposure to foreign currency risk at the reporting date was as follows:
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Syntara Limited Notes to the consolidated financial statements 30 June 2026 Note 16. Financial instruments (continued) 38 2026 2026 2026 2025 2025 2025 USD GBP EUR USD GBP EUR $'000 $'000 $'000 $'000 $'000 $'000 Cash and cash equivalents 1 45 3 167 40 3 Trade receivables - - - - - - Other receivables - - - - - - Trade payables 59 34 219 698 80 110 Other payables - - - - - - Other liabilities - - - - - - Sensitivity Based on the financial instruments held at 30 June 2026, had the Australian dollar weakened/strengthened by 5% against the USD with all other variables held constant, the Group’s post -tax results for the year would have been $3,000 lower / higher, mainly as a result of foreign exchange gains/losses on translation of USD denominated financial assets/liabilities as detailed in the above table. (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 customers, including outstanding receivables and committed transactions. For banks and financial institutions, only independent rated parties with a minimum short term money market rating of ‘A -2’ and a long term credit rating of ‘A+’ are accepted. Customer credit risk is managed by the establishment of credit limits. The compliance with credit limits by customers is regularly monitored by management, as is the ageing analysis of receivable balances. The maximum exposure to credit risk at the reporting date is the carrying amount of the financial assets as summarised above. The Group has assessed the expected credit loss impact on adopting AASB 9 as immaterial due to the historically low level of default. This excludes the receivable from the purchaser of the Mannitol Business Unit Arna Pharma. The Company has set aside a provision for the full debt ($596,000) owed by Arna Pharma at 30 June 2026, taking a conservative approach to this doubtful debt due to the significant uncertainty in relation to the quantum and timing of the recovery of these amounts. (c) Liquidity risk Prudent liquidity risk management implies maintaining sufficient cash and cash equivalents. The Group manages liquidity risk by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. Surplus funds are generally only invested in instruments that are tradeable in highly liquid markets with short term maturity profiles. Maturities of financial liabilities The table below analyse the Group’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.
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Syntara Limited Notes to the consolidated financial statements 30 June 2026 Note 16. Financial instruments (continued) 39 Between 1 Between 2 Over 5 Total contractual Carrying Less than 1 year and 2 years and 5 years years cash flows amount $'000 $'000 $'000 $'000 $'000 $'000 At 30 June 2026 Non-interest bearing 2,330 - - - 2,330 2,330 At 30 June 2025 Non-interest bearing 4,813 - - - 4,813 4,813 Fixed rate 84 - - - 84 84 Total non-derivatives 4,897 - - - 4,897 4,897 (d) Fair value estimation The fair value of financial assets and liabilities must be estimated for recognition and measurement or for disclosure purposes. The carrying value less impairment provision of trade receivables and payables are assumed to approximate their fair values. The carrying value of financial liabilities for disclosure purposes is estimated by discounting future contractual cash flows at the current market interest rate that is available to the Company for similar financial instruments. Note 17. Related party transactions Parent entity Syntara Limited is the parent entity. Key management personnel compensation Key management personnel compensation during the current and previous financial year included: 2026 2025 $ $ Short‐term employee benefits 1,836,115 2,091,584 Post-employment benefits 243,450 252,955 Leave entitlement benefits (15,472) (6,878) Share‐based payments 519,184 386,635 2,583,277 2,724,296 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 18. Contingent liabilities There were no contingent liabilities as at 30 June 2026
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Syntara Limited Notes to the consolidated financial statements 30 June 2026 40 Note 19. Remuneration of auditors During the financial year the following fees were paid or payable for services provided by William Buck Audit (Vic) Pty Ltd, the auditor of the company: 2026 2025 $ $ Audit services Audit services - William Buck Audit (Vic) Pty Ltd 47,295 42,715 Note 20. Events after the reporting period On 2 July 2026, 1,113,000 ordinary shares were issued on the exercise of performance rights. On 2 July 2026, 1,754,015 performance rights were issued to employees in lieu of cash salaries. The Company also advised that 3,087,108 performance rights were to be issued to CEO Gary Phillips in lieu of cash salary, pending shareholder approval to be sought at the 2026 Annual General Meeting. On 6 July 2026, the Company announced that preliminary analysis of SNT -4728 iRBD Phase 2 study results provided encouraging signs of reduced brain inflammation. No other matter or circumstance has arisen since 30 June 2026 that has significantly affected, or may significantly affect the Company's operations, the results of those operations, or the Company's state of affairs in future financial years.
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Syntara Limited Consolidated entity disclosure statement As at 30 June 2026 41 This consolidated entity disclosure statement (CEDS) has been prepared in accordance with the Corporations Act 2001 and includes information for each entity that was part of the consolidated entity as at the end of the financial year in accordance with AASB 10 Consolidated Financial Statements. As at 30 June 2026 the group was comprised only of Syntara Limited, the parent who is an Australian tax resident. Section 295(3A) of the Corporations Act 2001 does not apply to the entity.
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Syntara Limited 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 comply with IFRS Accounting Standards as issued by the International Accounting Standards Board as described in note 2 to the financial statements; ● the attached financial statements and notes give a true and fair view of the Company'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 ___________________________ Gary J Phillips Director 27 August 2026
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Level 20, 181 William Street, Melbourne VIC 3000 +61 3 9824 8555 vic.info@williambuck.com williambuck.com.au William Buck is an association of firms, each trading under the name of William Buck across Australia and New Zealand with affiliated offices worldwide. Liability limited by a scheme approved under Professional Standards Legislation. Independent auditor’s report to the members of Syntara Limited Report on the audit of the financial report Opinion In our opinion, the accompanying financial report of Syntara Limited (the Company), is in accordance with the Corporations Act 2001, including: — giving a true and fair view of the Company’s financial position as at 30 June 2026 and of its financial performance for the year then ended; and — complying with Australian Accounting Standards and the Corporations Regulations 2001. What was audited? We have audited the financial report of the Company, which comprises: — the statement of financial position as at 30 June 2026, — the statement of profit or loss and other comprehensive income for the year then ended, — the statement of changes in equity for the year then ended, — the statement of cash flows for the year then ended, — notes to the financial statements, including material accounting policy information, — the consolidated entity disclosure statement, and — the directors’ declaration. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Company in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of APES 110 Code of Ethics for Professional Accountants (including Independence Standards) issued by the Accounting Professional & Ethical Standards Board Limited (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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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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. Discontinued operations Area of focus (refer also to notes 2, 3 & 6) On 18 October 2023 the Company completed the sale of if the mannitol respiratory business unit (“MBU”) to Arna Pharma Pty Ltd (“Arna Pharma”), including two subsidiaries of the Company. As at 30 June 2026, components of the outstanding consideration receivable owed from the disposal, as well as some subsequent transactions between the Company and Arna Pharma remain in dispute. In assessing the credit risk of the receivable due, a provision for expected credit loss has been recognised at period end. Funds received from Arna Pharma relating to receivable balances that has been provided for in the current and prior financial year continue to be reflected as a credit to the discontinued operation result in the statement of profit or loss in the current period. This matter was considered a Key Audit Matter due to the complexity of the arrangement, the on-going impact on the Company’s financial statements and the judgement applied by management due to the inherent complexity of the agreement. How our audit addressed the key audit matter Our audit procedures included: — Reading the business and share sale agreement and the associated supplemental deed to obtain an understanding of key terms of the sale; — Obtaining an understanding of the basis for the provision recognised in respect of net outstanding balances; and — Agreeing to supporting documentation the movements in the amount owed (i.e. evidencing of funds receipted, or additional amounts invoiced) during the financial year; We also assessed the appropriateness of disclosures in relation to the discontinued operations and the outstanding balances within the financial report. Accrual of R&D grant income Area of focus (refer also to notes 2, 3, 5 & 8) During the financial year the Company recorded research and development (“R&D”) grant income of $4,734,000, which relates to an accrual for qualifying R&D expenditure in the current financial year. How our audit addressed the key audit matter Our audit procedures included: — Understanding the key controls and governance established by management for raising the R&D accrual and claiming R&D tax credits;
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Other information The directors are responsible for the other information. The other information comprises the information included in the Company’s annual report for the year ended 30 June 2026, but does not include the financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard . Given that the R&D accrual for grant income may differ in its final claim and that there are complexities that arise in its calculation, particularly for the eligibility of qualifying expenditure under the R&D credit regime, as administered by both AusIndustry and the Australian Taxation Office, this is considered a Key Audit Matter for this audit report. — Examining and evidencing collection of the prior year R&D tax claim to understand the key assumption modification which lead to the additional accrual of R&D grant income; — Assessed the reasonableness of the R&D grant income accrual raised in these financial statements; and — Consulting with our internal R&D specialist in relation to the appropriateness of the claim relative to the prior year accrual, together with an examination of the inputs and assumptions included in the current year R&D accrual. We also ensure that matters relating to the R&D accrual and claim income were appropriately disclosed in the financial statements.
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Responsibilities of the directors for the financial report The directors of the Company are responsible for the preparation of: — the financial report (other than the consolidated entity disclosure statement) that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001; and — 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 : — the financial report (other than the consolidated entity disclosure statement) that gives a true and fair view and is free from material misstatement, whether due to fraud or error; and — 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 Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website at: https://www.auasb.gov.au/admin/file/content102/c3/ar2_2020.pdf This description forms part of our auditor’s report.
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Report on the Remuneration Report Our opinion on the Remuneration Report In our opinion, the Remuneration Report of Syntara Limited, for the year ended 30 June 2026, complies with section 300A of the Corporations Act 2001. What was audited? We have audited the Remuneration Report included within the directors’ report for the year ended 30 June 2026. 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. William Buck Audit (Vic) Pty Ltd ABN 59 116 151 136 N. S. Benbow Director Melbourne, 27 August 2026
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Syntara Limited Shareholder information 30 June 2026 48 The shareholder information set out below was applicable as at 18 August 2026. D istribution of equitable securities Analysis of number of equitable security holders by size of holding: Ordinary shares Restricted shares Total shares Ordinary shares Options Performance Rights % of total Number Number Number shares Number Number of holders of holders of holders issued of holders of holders 1 to 1,000 316 - 316.00 - - - 1,001 to 5,000 875 - 875.00 0.14 - - 5,001 to 10,000 659 - 659.00 0.27 - - 10,001 to 100,000 1,874 - 1,874.00 3.89 - - 100,001 and over 1,206 - 1,206.00 95.70 4 23.00 4,930 - 4,930.00 100.00 4 23.00 Holding less than a marketable parcel 2,300 - 2,300.00 - - - E quity security holders T wenty largest quoted equity security holders The names of the twenty largest security holders of quoted equity securities are listed below: Ordinary shares % of total shares Number held issued D & A HOLDINGS LIMITED 349,850,592 17.83 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2 222,769,939 11.35 CITICORP NOMINEES PTY LIMITED 64,247,511 3.27 AMAL SECURITY SERVICES PTY LTD - KP RX HEALTHCARE A/C 63,324,871 3.23 CODE NOMINEES PTY LTD - PSPL M/L CLIENT A/C 61,863,163 3.15 HB BIOTECHNOLOGY LTD 61,355,626 3.13 MOORE FAMILY NOMINEE PTY LTD - MOORE FAMILY SUPER FUND A/C 40,451,086 2.06 HARPER BERNAYS LIMITED - HB BIOTECHNOLOGY NO 1 A/C 28,352,126 1.45 AGATI PTY LTD 17,232,630 0.88 SKI FEVER SUPER PTY LIMITED - SKI FEVER SUPER FUND A/C 16,660,386 0.85 R J & A INVESTMENTS PTY LTD - MULLER MORVAN FAMILY A/C 14,594,613 0.74 UBS NOMINEES PTY LTD 13,949,585 0.71 BNP PARIBAS NOMS PTY LTD 13,397,813 0.68 BNP PARIBAS NOMINEES PTY LTD - IB AU NOMS RETAILCLIENT 13,144,397 0.67 DR TOBY DAVID COHEN 12,290,569 0.63 ADAZ NOMINEES PTY LTD - RADO NO 2 A/C 11,317,847 0.58 GREENSLADE HOLDINGS PTY LTD 11,000,000 0.56 MRS ANICA MERLE MAGUIRE 10,384,385 0.53 RBO PTY LTD 10,000,000 0.51 INDCORP CONSULTING GROUP PTY LIMITED - SUPERANNUATION FUND A/C 10,000,000 0.51 1,046,187,13 9 53.32
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Syntara Limited Shareholder information 30 June 2026 49 Substantial holders Substantial holders in the company are set out below: Ordinary shares % of total shares Number held issued D & A Income, Ltd. 349,850,592 17.83 Platinum Asset Management 219,518,425 11.19 Vot ing rights The voting rights attached to ordinary shares are set out below: Or dinary 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. Options - performance rights and options No voting rights.