Annual report
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Trajan Group Holdings Limited Appendix 4E Preliminary final report 1 | P a g e 1. Company details Name of entity: Trajan Group Holdings Limited ABN: 38 152 617 706 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 Reporting period Previous period % $’000 $’000 Revenue from ordinary activities 161,377 166,462 (3.1%) Loss after income tax (623) (4,460) (86.0%) (Loss)/ profit from ordinary activities after tax attributable to the owners of Trajan Group Holdings Limited (7,531) 2,236 >100% NC – Not a comparable number due to movement from loss to profit during the year Comments Please refer to Directors Report – Principal activities and Review of Operations in the attached Financial Statements for further information. 3. Dividend No dividend declared or proposed. 4. Statement of Profit or Loss and Other Comprehensive Income Please refer to Statement of Profit or Loss and Other Comprehensive Income in the attached financial statements. 5. Statement of Financial Position Please refer to Statement of Financial Position in the attached financial statements. 6. Statement of Cash Flows Please refer to Statement of Cash Flows in the attached financial statements. 7. Statement of Changes in Equity Please refer to Statement of Changes in Equity in the attached financial statements. 8. Dividend or Distribution reinvestment plans There are no dividend or distribution reinvestment plans in operation. 9. Net tangible assets Reporting period Previous period $ $ Net tangible assets per ordinary security 0.12 0.12 10. Control gained over entities The Group did not acquire any entities during the financial year.
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Trajan Group Holdings Limited Appendix 4E Preliminary final report 2 | P a g e 11. Details of associates and joint venture entities The Group did not acquire or dispose of any associates and joint venture entities during the financial year. 12. Other significant information needed by an investor to make an informed assessment of the entity’s financial performance and financial position Please refer to Directors Report – Principal activities and Review of Operations in the attached Financial Statements. 13. Foreign entity accounting standards Australian Accounting Standards and International Financial Reporting Standards. 14. Annual General Meeting Pursuant to ASX Listing Rule 3.13.1 Trajan Group Holdings Limited advises that its Annual General Meeting will be held on 28 October 2026 and that the closing date for receipt of nominations from persons wishing to be considered for election as a director is 9 September 2026. The time and other details relating to the meeting will be advised in the Notice of Meting to be sent to all shareholders and released to the ASX. Further details regarding the AGM will be provided in the Notice of Meeting which will be available to shareholders and the ASX in September 2026. 15. Commentary on result for the period The earnings per security and the nature of any dilution aspects Please refer to Note 22 in the financial statements. Returns to shareholders including distributions and buy backs Please refer to Note 21 in the financial statements. Significant features of operating performance Please refer to Directors Report – Principal activities and Review of Operations in the attached financial statements. The results of segments that are significant to an understanding of the business Please refer to Note 3 in the financial statements. Discussion of trends in performance Please refer to Directors Report – Principal activities and Review of Operations in the attached financial statements. 16. Audit qualification or review The financial statements have been audited and an unqualified opinion has been issued. 17. Attachments The Annual Report of Trajan Group Holdings Limited for the year ended 30 June 202 6 is attached.
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SCIENCE THAT BENEFITS PEOPLE 2026 Annual ReportAnnual Report
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Contents 2026 YEAR IN REVIEW ................................................................................................. i-xii DIRECTORS’ REPORT ..................................................................................................... 3 AUDITOR’S INDEPENDENCE DECLARATIONS ...................................................................... 28 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME............. 29 CONSOLIDATED STATEMENT OF FINANCIAL POSITION .......................................................... 30 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY .......................................................... 32 CONSOLIDATED STATEMENT OF CASH FLOWS ................................................................... 33 NOTES TO FINANCIAL STATEMENTS ................................................................................. 34 CONSOLIDATED ENTITY DISCLOSURE STATEMENT .............................................................. 82 DIRECTORS’ DECLARATION ........................................................................................... 84 INDEPENDENT AUDITOR’S REPORT ................................................................................. 85
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Integration with intent Five years after IPO, Trajan is increasingly realising the value of a business assembled with purpose. Across the analytical workflow, the Company focuses on the products that touch the sample — components, consumables, instruments and specialised software that influence analytical quality from the very beginning. This gives Trajan a distinctive role in helping preserve sample integrity and, in turn, data integrity. As laboratories generate greater volumes of information and AI-enabled analysis places increasing emphasis on reliable inputs, this role becomes more significant. At the same time, Trajan’s capital equipment and software simplify complex laboratory processes, improving efficiency, consistency and scalability. What has been built over the past five years is now becoming more unified, creating a broader and more capable platform for growth. Business segments Components and Consumables represent around two thirds of Trajan’s revenue and remain the foundation of the business. Capital Equipment contributes almost one third, providing automation and software in analytical workflows. Disruptive Technologies remains a smaller strategically relevant segment, with emerging capabilities. Geographic reach and growth Trajan’s markets are global, with Australia representing a small proportion of revenue. The Company’s direct sales presence in major markets is complemented by OEM partnerships that carry Trajan’s products into laboratories worldwide. This channel strategy extends Trajan’s reach well beyond the limits of direct sales. Niche intellectual property Trajan operates in specialised areas where intellectual property, manufacturing excellence and best practice create enduring advantage. Its long-standing commitment to innovation strengthens its value proposition and supports scale. Trajan competes through differentiation, not commoditisation. Our current phase After acquisition-led expansion following IPO, Trajan is sharpening the business for its next stage. Operational redundancies are being removed, legacy overheads released and capabilities brought together, revealing synergies across the Group. The result is a leaner, more connected and increasingly well positioned business for FY27 and beyond. 2026 Year in reviewYear in reviewSCIENCE THAT BENEFITS PEOPLE
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ii Trajan Group Holdings Limited JOINT MESSAGE FROM STEPHEN TOMISICH AND JOHN EALES ABOUT US Trajan’s purpose, “Science that benefits people”, continues to guide our decisions, shape our culture, and define the role we play in the world. It is a simple statement, but one with far-reaching implications. It reflects our belief that the tools, consumables, devices, software and workflows we create are not ends in themselves, but part of a broader scientific endeavour that supports human health, food integrity, environmental protection, and analytical confidence. In this way, Trajan remains aligned to a purpose that is both enduring and practical: enabling better outcomes through better science. Since our IPO, Trajan has delivered growth and meaningful operational improvement over a five-year period, often ahead of broader industry levels. This progress has been built through disciplined execution of our strategy, continued investment in innovation, and the integration of our global capabilities across Components and Consumables, Capital Equipment, and Disruptive Technologies. Importantly, it also reflects the value of our diversified model, our deep customer partnerships, and our ability to adapt in changing market conditions while remaining focused on long-term opportunity. The Trajan growth story is not a linear one. Through both acquisitions and in-house development, we have been building a global suite of capabilities and an expanded product portfolio. In many cases, as part of that journey, as we rationalise our structures and consolidate our activities, there is a consolidatory step backwards before we can take two steps forward. In our accounts, that often manifests as margin pressure or restructuring costs, but it is all part of the longer-term plan to build a global leader in our sector. FY26 was a year that included unexpected headwinds, many of which we shared transparently at our half-year result and in our May trading update. Consistent with our half-year result, several of the factors that affected the first quarter of the financial year also influenced the full year result. From the second quarter onwards, business conditions improved. We continued to execute our growth and margin expansion strategy aligned with Project Neptune, which strengthened the quality of earnings and operational resilience. Pleasingly, market demand in the second half of FY26 largely aligned with our projections, and on a constant currency basis the improvement in performance through the second half supports our expectation of a stronger FY27 result. We also saw evidence during the year that our cost and margin initiatives were working. Gross profit margin improved in the second half compared with the prior corresponding period, demonstrating the benefit of actions we shared at the half-year result. Foreign exchange also had a meaningful impact on the year. As anticipated in May, the sustained appreciation of the Australian dollar lowered Trajan’s reported result by approximately $5.0 million in revenue and $2.4 million in nEBITDA in the second half. While this translation effect influenced reported outcomes, it does not change the underlying operational progress of the business on a constant currency basis. Our hedging approach continues to protect cash flows, and our international manufacturing and operating footprint provides natural resilience against currency movements over time. Dear Shareholders,Dear Shareholders,
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Operationally, FY26 also marked an important milestone in the completion of our global ERP roll- out. Excluding sales in Japan, all manufacturing and operations sites are now consolidated onto the global system. This is a significant step in Trajan’s evolution as a more integrated global enterprise and is expected to support improved visibility, harmonised processes, stronger supply chain management, and future efficiency gains. While major system transitions require careful execution, the completion of this roll-out strengthens the platform from which we will continue to scale. Across our business segments, the year finished with encouraging momentum. Components and Consumables remained aligned with long-term trends and continue to provide the stable and high-quality core of our business. Capital Equipment ended the year with a healthy order book, providing confidence in future activity levels, while Disruptive Technologies accelerated its growth and is increasingly demonstrating the value of Trajan’s long-term investment in emerging solutions. Together, these outcomes reflect the balance of the portfolio we have built and the importance of maintaining exposure to both established and emerging areas of analytical science and healthcare. At Trajan, we understand that resilience is not simply the ability to absorb disruption; it is the ability to continue progressing through it. Our purpose, our partnerships, and our precision remain our constants. Whether we are supporting laboratories analysing biological samples, helping food producers manage contaminants, enabling environmental testing, or advancing decentralised healthcare through microsampling, we are committed to building scientific tools that matter and to doing so with care, consistency, and conviction. We don’t often comment on our share price, preferring to concentrate on core business. However, as shareholders ourselves, we were disappointed by the weakness experienced across ASX-listed healthcare stocks in FY26, which was also reflected in Trajan’s market capitalisation during the year. As we have said previously, we remain focused on executing our strategy so that, over time, Trajan’s market value more fully reflects the intrinsic quality and global potential of the business. As we look to FY27, we do so with measured confidence. The improved second-half trajectory, aligned demand profile, stronger margin execution, and momentum across our segments give us reason to be optimistic about the year ahead. We will continue to focus on execution, operational efficiency, and growth, while maintaining the long- term perspective that has underpinned Trajan’s progress since listing. To our global team and to you, our shareholders, thank you for your continued support, trust, and commitment. We look forward to building further on Trajan’s foundations and continuing our work in service of science that benefits people. Yours sincerely John Eales Stephen Tomisich Chairman Founder, Managing Director and CEO iii2026 | Year in Review Our missionOur mission To deliver value through collaboration with likeminded people, developing leading analytical technologies and agile commercial partnerships to deliver breakthrough solutions to the world.
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iv Trajan Group Holdings Limited FY 2026 FINANCIAL RESULTS Group Revenue $161.4M DOWN 3.1% (PCP $166.5M) (UP 0.5% FX adjusted*) nEBITDA $13 .2M DOWN 14.7% (PCP $15.5M) (UP 0.6% FX adjusted*) Proforma Gross Margin 38.9% DOWN 0.9 POINTS (PCP 39.8%) *FX adjusted to H1FY26 average Forex rates
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COMPONENTS & CONSUMABLES: Includes parts, supplies, components, and consumable products across the Group. Revenue $10 2 . 6M (PCP $102.7M) nEBITDA $32.1M (PCP $34.9M) Proforma Gross Margin 39.3% (PCP 41.6%) CAPITAL EQUIPMENT: Includes robotic workflow automation systems, online and laboratory instruments, and parts and services related to them. Revenue $52.9M (PCP $58.6M**) nEBITDA $8.6M (PCP $9.7M) Proforma Gross Margin 36.3% (PCP 35.1%) DISRUPTIVE TECHNOLOGIES: Includes products and services related to microsampling, (devices, services, and other related investments) as well as miniaturised, portable instrumentation (i.e. Versiti). Revenue $5.9M (PCP $5.1M) nEBITDA ($0.6M) (PCP $(1.5M)) Proforma Gross Margin 57.2% (P C P 57.0%) v2026 | Year in Review CAPITAL EQUIPMENT BUSINESS SEGMENT COMPONENTS & CONSUMABLES BUSINESS SEGMENT DISRUPTIVE TECHNOLOGIES BUSINESS SEGMENT (**Included $2.1M Certus Revenue that was discontinued in FY25)
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vi Trajan Group Holdings Limited CLINICAL APPLICATIONS IN ACTION TRAJAN VAMS® TECHNOLOGY - used for routine patient care The team integrated VAMS in Trajan Mitra® devices, into active patient care pathways. They showed that solid organ transplant recipients can successfully self-sample at home, enabling frequent monitoring when drug exposure fluctuates or clinic visits are difficult. This proved impactful for managing complex drug–drug interactions where close monitoring is essential for safety. Collectively, the efforts of the hospital and Prof. Lemaitre represent a major advancement in patient-centric transplantation medicine, improving therapy precision and enhancing the quality of life for transplant recipients. It improves the safety of immunosuppressive therapy by allowing for closer monitoring of drug interactions and exposure fluctuations. TDM can be accurately performed at home allowing medically vulnerable recipients the chance to receive excellent care without frequent and invasive hospital visits. Since samples remain stable during standard transport, VAMS technology is perfectly suited for decentralized, home- based workflows. This patient-centric advancement shifts transplant medicine towards more modern, agile and personalized care. TRAJAN’S VERTICALS CLINICAL Trajan’s Volumetric Absorptive Microsampling (VAMS®) is moving from research use to routine clinical use. Allowing remote therapeutic drug monitoring (TDM) for patient care. Rennes University Hospital (CHU de Rennes), France, under the leadership of Ass. Prof. Florian Lemaitre, have made pioneering contributions to the clinical implementation of VAMS for TDM in transplant patients. They established a robust, high-performance analytical from small volumes of blood method, enabling precise quantification of tacrolimus, an anti-rejection medication. FOCUS ◀ WHO USES IT AND WHY DISRUPTIVE TECHNOLOGIES BUSINESS SEGMENT supporting SCIENCE THAT BENEFITS PEOPLE “ We are now planning to extend the remote TDM program to every liver transplant recipient followed by our institution. That means fourteen hundred patients living in an area covering roughly a quarter of France. This is a huge challenge to offer patients the TDM expertise of a very specialized unit directly at-home.” Dr. Florian Lemaitre, Associate Professor of Pharmacology IATDMCT President-elect CHU de Rennes
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vii2026 | Year in Review PHARMACEUTICAL APPLICATIONS IN ACTION SCALING SYNTHESIS THROUGH AUTOMATION - High-Throughput Experimentation with CHRONECT™ XPR Bringing medicines to market is a long and expensive undertaking — recent estimates put the journey at roughly 12 to 15 years and around $2.8 billion from inception to launch. Some of the heaviest cost and risk sits early, in candidate selection and optimization, where chemists must explore enormous numbers of reactions and conditions, to find the few molecules worth advancing. Finding a viable drug candidate means searching numerous reactions, catalysts and building blocks - the core work of medicinal and process chemistry, and the stage at which speed and rigor matter most. The CHRONECT XPR, developed by Trajan with METTLER TOLEDO, automates the powder-dosing step that advances that search, combining the Mettler XPR balance, a collaborative six-axis robot and Trajan’s proprietary CHRONOS™ control software. Purpose-built for HTE, it allows larger and more comprehensive screens — exactly the capability behind the throughput gains seen in programs like AstraZeneca’s oncology HTE labs. This instrument and software prepare precisely weighed, fully traceable reaction arrays — and formulates them for downstream analysis. Thus, generating clean, consistent data that closed-loop and machine-learning-guided workflows depend on. It means that scientists can explore more drug candidates, at speed, without sacrificing quality. The CHRONECT XPR also supports chemists to advance drug discovery workflows at multiple geographic sites without operator variations. TRAJAN’S VERTICALS PHARMACEUTICAL High-precision, automated dosing and weighing of solid powders for high- throughput experimentation (HTE) across drug discovery and development — from reaction screening to formulation work. Candidate selection and optimization is one of the costliest, slowest stages of drug development. By enabling the investigation of a broader range of conditions simultaneously, automated powder dosing widens the funnel early — increasing the chance that the best molecules surface sooner, and advance faster. ◀ FOCUS WHO USES IT AND WHY ▶ CAPITAL EQUIPMENT BUSINESS SEGMENT supporting SCIENCE THAT BENEFITS PEOPLE “ CHRONECT™ XPR automates powder dosing, the manual step that has constrained high-throughput drug discovery. Each installation earns Trajan a position at the start of the sample preparation chain — the point where precision and traceability are established, and the natural place from which to extend into the workflows that follow.” Dr. Kyle Bachus, Vice President – Pharmaceutical Solutions
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viii Trajan Group Holdings Limited FOOD APPLICATIONS IN ACTION INFANT FORMULA CONTAMINENT DETECTION - CHRONECT Workstation QuEChERS In addition to CHRONECT™ Workstation MOSH/MOAH, used to detect mineral oil contamination, Trajan offer instruments to support the detection of many allergens, toxins and chemical contaminants. LALLF Rostock – the State Office for Agriculture, Food Safety and Fisheries, Mecklenburg-Vorpommern, Germany, tests foods using the CHRONECT Workstation QuEChERS, including infant food, oil and rice for cereulide, a heat-resistant toxin produced by certain Bacillus cereus bacterial strains. Cereulides can cause acute gastrointestinal symptoms, particularly in vulnerable consumer groups such as infants. In Europe and the UK between December 2025 and February 2026 there were multiple instances of infant formula contamination. Recalls were made by several brands after cereulide detection. A legal probe in France is underway to investigate 3 infant deaths potentially linked to this contamination. The CHRONECT Workstation QuEChERS is a versatile automated sample preparation platform for the analysis of food contaminants and residues. It supports workflows for pesticide residues, veterinary drug residues and other regulated compounds in a wide range of foods of both plant and animal origin. A second Trajan CHRONECT-based online SPE-LC-MS/MS automation platform has been installed at LALLF Rostock, to detect chemicals in the food chain such as PFAS, pesticides, glyphosate and pyrrolizidine alkaloids. Each of these chemicals can negatively impact human health and represent high- value contaminant analysis for official food monitoring. TRAJAN’S VERTICALS FOOD Enabling precise and reliable testing of food to detect harmful contaminants. Thus, ensuring foods meet safety standards and required quality levels. Trajan CHRONECT™ platforms are integrated with analytical laboratory equipment in official food testing laboratories such as LALLF Rostock. They play an important role in protecting consumers though regulated food and animal feed monitoring, maintaining nutrition standards and, on occasion, avoiding serious illness or death in the most vulnerable members of society. FOCUS CAPITAL EQUIPMENT BUSINESS SEGMENT supporting SCIENCE THAT BENEFITS PEOPLE “ The CHRONECT™ automation platforms give us the flexibility to develop robust methods for a broad range of residues and contaminants while significantly reducing manual workload in complex sample preparation. We expect the automation to release capacity equivalent to approximately 1.5 full- time positions, allowing our laboratory staff to focus more strongly on higher-value analytical tasks.” Dr. Friederike Habedank, Department Head, Contaminant and Residue Analysis LALLF, Rostock, Germany ◀ WHO USES IT AND WHY
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ix2026 | Year in Review ENVIRONMENTAL APPLICATIONS IN ACTION TRAJAN’S GAS CHROMATOGRAPHY COLUMNS - Used to detect “forever chemicals” in multiple sample types Polychlorinated biphenyls, or PCBs, are a group of man-made organic chemicals consisting of carbon, hydrogen and chlorine atoms. The number of chlorine atoms and their location in a PCB molecule determine many of its physical and chemical properties. They were domestically manufactured from 1929 in the U.S. until being banned in 1979 based on mounting evidence that they were toxic to human health and the environment. PCBs were used in hundreds of industrial and commercial applications. They are particularly stable and accumulate in biological and environmental substrates. For that reason, they are known as forever chemicals (Source US EPA). Trajan manufactures Gas Chromatography (GC) columns for the separation, identification and quantification of chemical, biological and environmental components. The columns are precisely optimised across 4 parameters; stationary phase; column internal diameter; film thickness; and column length. Engineered and developed to separate all 209 Poly Chlorinated Biphenyls (PCBs) the Trajan SGE HT8 PCB GC Column was designed to support laboratories that are focused on testing and validating the presence of these harmful forever chemicals. The unique chemistry involved in the GC column enables routine evaluations, without the need for secondary testing or validation. TRAJAN’S VERTICALS ENVIRONMENTAL Monitoring environmental samples (water, air, soil) for pollutants, “forever chemicals,” and other contaminants. Reliable measurement solutions are essential for identifying harmful substances that affect ecosystems and human health. Trajan’s engineered components and workflow-integrated tools enable scientists to sensitively and selectively detect trace contaminants, thereby facilitating regulatory compliance and protecting public and environmental health. ◀ FOCUS WHO USES IT AND WHY ▶ COMPONENTS & CONSUMABLES BUSINESS SEGMENT supporting SCIENCE THAT BENEFITS PEOPLE “ Trajan’s SGE HT8 PCB GC Columns take centre stage in analysing PCB contaminants across all different sample types (blood, soil, water, air). PCB testing is essential because these chemicals are persistent, bio- accumulative, and toxic. Our HT8 PCB GC column successfully separates all 209 PCBs, ensuring environmental monitoring, clean-up, food safety and exposure can be detected and managed.” Kayte Parlevliet, Senior VP – Analytical Consumables
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ESG x Trajan Group Holdings Limited 1. What does ESG mean at Trajan? Ultimately it encapsulates the Trajan vision and is aligned to our purpose of science that benefits people. Our products are used in laboratories to generate data that is needed to make environmentally conscious decisions. 2. Has ESG policy/strategy changed in the last year? Yes, we have started to match our internal policies, procedures and data capture with the requirements outlined by AASB S2 (Australian Accounting Standards Board Sustainability Standard 2: Climate-related Disclosures), to prepare for mandatory reporting. 3. What progress has been made in the last year? We have a more mature understanding of our carbon emissions, utilising the expertise and partnership of Carbonhound, who calculate Trajan’s emissions according to Greenhouse Gas Protocol standards. From the data collated we can list our emissions, assess any opportunities for improvement and measure our progress over time. 4. What new initiatives will be undertaken in preparation for mandatory reporting? The overarching policy on climate-related financial disclosure governance, risk and strategy will be updated in line with AASB S2. We will use our materiality assessment as the foundation to set these targets. Tangible initiatives will include the establishment of internal targets and metrics to ensure that our program is in line with industry, customer and investor expectations. 5. What are Trajan’s goals in targeting carbon neutrality or Net Zero? We acknowledge the need to reduce global emissions and are actively supporting environmental sustainability initiatives within the organisation, in line with industry and customer expectations. Achieving “Net Zero” presents a significant challenge due to the nature of our products and the industries we serve. Carbon neutrality is a more practical and immediate goal for Trajan, allowing us to implement targeted emission reductions and, alongside that, actionable offsets that meet the needs of our customers. This strategic pivot ensures we responsibly manage our environmental footprint without compromising the high quality and integrity of our essential scientific tools. ESG
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xi2026 | Year in Review PILLARS FY26 FORWARD FOCUS (FY27 AND BEYOND) Governance Developed and implemented a Supplier Code of Conduct in FY26. Established a sustainable procurement policy to ensure the business can select appropriate vendors with governance controls that can support mandatory reporting requirements. Refinement to existing ESG policies to ensure governance controls remain current and effective. ESG Policy update and alignment with AASB S2. We continue to implement a Governance framework with the Board and ARC to align with AASB S2 in preparation for mandatory reporting in FY28. Begin performance monitoring of critical vendors in our supply chain and include key ESG performance criteria. Strategy We continued to engage and collaborate with key customers on ESG topics. This extended into renewable energy choices to reduce emissions. We began a project to implement sustainable packaging solutions across our core products and also engaged with key OEM customers to explore sustainable packaging options for their brands. Integrate ESG criteria into corporate product strategy and capital investment. This will be measured through annual company objectives. Risk Management Include climate related risks and opportunities (CRRO’s) in our Risk Management Framework. Identify and evaluate CRRO’s and include in the risk register. Continue to expand actions within the ESG topics that have been identified as part of the Materiality Assessment. Establish risk mitigations against meaningful transitional and physical risks. Metrics and Targets Energy provider renewable offerings have been assessed and implemented for an increased mix of electricity from renewable sources. Establish internal targets and metrics to ensure overall ESG plan is in line with industry, customer and investor expectations, including: • Emissions reduction year on year • Align Capex spend with CRRO’s • Sustainable packaging options offered to customers • Waste reduction ESG 6. What do your customers expect of Trajan? Do they have specific climate- related goals? As well as climate-related goals our broader ESG goals are aligned with our global customers, and we regularly receive positive feedback on our actions to date. Most customers use EcoVadis, a provider of business sustainability ratings. We aim to see continual progress in our ESG sustainability score. In the past 12 months our score improved from 53% to 56%. 7. What are the main CRRO’s (Climate- Related Risks and Opportunities) that you see and how are you planning to mitigate risks? Climate-related risks in the supply chain of raw materials from vendor sites, rather than risks at our operating sites, probably pose the highest threat to us. There may also be risks linked to global geo-political events that trigger changes in the supply chain, e.g. conflict in areas where petroleum products are sourced and shipped from. Trajan is pleased to announce our updated EcoVadis rating, improved from 53% to 56% this year.
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DID YOU KNOW THAT TRAJAN PRODUCTS HAVE BEEN USED IN ORBIT ON BOARD SPACE X POLARIS DAWN? Just one example of how Trajan continues to work on science that benefits people, both on Earth and in Orbit! We recently co-authored an article showcasing the use of Trajan’s Mitra® VAMs® technology to measure the efficacy of painkillers in space, along with a team of Scientists from Space X, Aclario Pharmaceutical Development, The University of Texas and Alturas Analytics in The Journal of Clinical Pharmacology (2026, 66(8) e70240). Scan QR code to view entire 2026 Annual Report or Email investorrelations@trajanscimed.com for a copy. xii Register here to stay up to date with all investor announcements and newsletters Our visionOur vision Enriching personal health through scientific tools and solutions. To enable scientific solutions that are more selective, sensitive and specific for biological, environmental or food related measurements - where analytical measurement quality can impact human wellbeing. We focus on emerging technologies offering portability, miniaturisation and affordability, for the greatest benefit to society.
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Trajan Group Holdings Limited ABN 38 152 617 706 Financial Report for year ended 30 June 202 6
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Trajan Group Holdings Limited 3 0 June 202 6 1 | Page Corporate Information ACN 152 617 706 Directors John Eales AM (Chairman) Dr Rohit Khanna Robert Lyon Stephen Tomisich Tiffiny Lewin Company Secretary Alister Hodges Mark Licciardo Simon Billingham (appointed as Interim Joint Company Secretary 1 May 2026) Registered Office 7 Argent Place Ringwood Victoria 3134 Australia Principal Place of Business 7 Argent Place Ringwood Victoria 3134 Australia Solicitors DLA Piper Australia 80 Collins Street Melbourne VIC 3000 Australia Australia Bankers HSBC Bank Australia Limited Level 10, 333 Collins Street Melbourne Victoria 3000 Australia National Australia Bank Ltd Level 28, 395 Bourke Street, Melbourne, Victoria, 3000 Australia Auditors RSM Australia Partners Level 27, 120 Collins Street, Melbourne Victoria 3000 Australia Share Register Computershare Investor Services Pty Limited GPO Box 2975 Melbourne VIC 3000 AUSTRALIA Stock exchange listing Trajan Group Holding s shares are listed on the Australian Securities Exchange (ASX code: TRJ) https://www2.asx.com.au/markets/company/trj Website: https://www.trajanscimed.com/ Corporate Governance Statement https://investor.trajanscimed.com/corporate- governance
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Trajan Group Holdings Limited 3 0 June 202 6 2 | Page Contents DIRECTORS’ REPORT ..................................................................................................................................... 3 AUDITOR’S INDEPENDENCE DECLARATIONS .......................................................................................... 28 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME ......... 29 CONSOLIDATED STATEMENT OF FINANCIAL POSITION ......................................................................... 30 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ......................................................................... 32 CONSOLIDATED STATEMENT OF CASH FLOWS ...................................................................................... 33 NOTES TO FINANCIAL STATEMENTS ......................................................................................................... 34 CONSOLIDATED ENTITY DISCLOSURE STATEMENT ............................................................................... 82 DIRECTORS’ DECLARATION…..…………….…………………………………………………………………….. 84 INDEPENDENT AUDITOR’S REPORT .......................................................................................................... 85
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Trajan Group Holdings Limited 3 0 June 202 6 3 | Page DIRECTORS’ REPORT The Directors present their report, together with the financial statements, on the Group (referred to hereafter as the 'Group' or 'Trajan') consisting of Trajan Group Holdings Limited (referred to hereafter as the 'Company') and the entities it controlled at the end of, or during, the year ended 30 June 202 6. DIRECTORS The names and details of the Company's Directors in office during the financial year and until the date of this report are as follows. Directors were in office for the financial year unless otherwise stated. John Eales (Chairman) Dr Rohit Khanna Robert Lyon Sara Watts (retired as director 28 October 2025) Stephen Tomisich Tiffiny Lewin PRINCIPAL ACTIVITIES AND REVIEW OF OPERATIONS Trajan is a global developer and manufacturer of analytical and life sciences products and devices, seeking to enrich human well -being through scientific measurement. Trajan’s current portfolio of products comprises products, devices and solutions that are used in the analysis of biological, food, and environmental samples. Trajan’s strategic direction is driven by a view that the quality of analytical data will become increasingly important in understanding factors that impact human health. That view drives a focus on technologies that enhance the reliability and integrity of analytical data and the information derived from analysis. Over more than a decade, Trajan has developed strong partnerships with customers globally. Those partnerships are characterised by having multiple organizational touch points, from senior management to transactional roles, by Trajan technology delivering performance advantages, and by seamless global logistical systems underpinning rapid response to end users around the globe. The development of Trajan’s existing and emerging product portfolio has been informed by Trajan’s industry expertise, customer insights across the sector, and partnerships with academic institutions. Trajan believes its next generation product portfolio has significant commercial potential. Trajan is a global organisation of over 6 20 people with seven manufacturing sites across the USA, Australia, Europe and Malaysia, and operations in Australia, the USA, Asia, and Europe. Trajan’s global footprint is scaled and strategically organised to provide capacity for growth, to ensure reliab le and flexible responsiveness, and to deliver proximity to key customers. The Ringwood, Australia site remains Trajan’s global headquarters. Trajan has invested significantly into the Penang, Malaysia manufacturing site which both compliments and extends upon the Company’s existing operations in Australia and USA. The Malaysia manufacturing site delivers a cost -efficient operational base with the scale to support projected growth, while strengthening Trajan’s commercial presence across South Asia. It also supports an ‘ in-region, for -region’ production model that enhances service responsiveness for our global customers. Trajan separates its business into the following segments covering Trajan’s range of product and solution categories: • Components and Consumables includes all parts, supplies, components and consumable products across the Group. • Capital Equipment includes all Robotic Workflow Automation systems, on -line and laboratory instruments and related parts and services. • Disruptive Technologies includes miniaturised, portable instrumentation and all products and services related to microsampling (devices, services, and other related investments). The ‘Corporate Service’ category includes activities that do not qualify as an operating segment, as well as the activities which do not meet the disclosure requirements of a reportable segment, including shared support and administrative services across the Group and non-core activities of the Group.
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Trajan Group Holdings Limited 3 0 June 202 6 4 | Page PRINCIPAL ACTIVITIES AND REVIEW OF OPERATIONS (CONTINUED) REVIEW OF FINANCIAL PERFORMANCE Profit/Loss The Group’s revenue for the year ended 30 June 202 6 was $161.4M (2025: $166.5M), down by 3.1%, delivering a normalised EBITDA for the period of $13.2M (2025: $15.5M), down by 14.7%. Revenue and Gross Profit During the year, the Group’s total operating revenue was $161.4M (2025: $166.5M). Gross profit was $59.9M (2025: $61.2M), down by 2.0%. FY2026 reported results were impacted by the appreciation of the Australian dollar in H2 FY2026, which reduced revenue by approximately $5.0M. Components and Consumables In the Components and Consumables segment, Trajan’s revenue for the year was $102.6M (2025: $102.7M), broadly in line with the prior year. On a fixed-forex basis, sales increased 2.2% compared with the prior period, reflecting continued underlying business growth, with H2 FY2026 sales 3.0% higher than H1 FY2026. Gross profit margin in the Components and Consumables segment decreased from 38.3% to 36.4%, primarily due to continued investment in "in -region for-region" capabilities and higher freight costs during H1 FY26. In addition, timing differences associated with the recovery of US tariffs had a further adverse impact on margins in the first half. While margin performance improved significantly in H2 FY26, returning to a more normalised level of 37.9%, the weaker first -half result resulted in a lower overall gross profit margin for the full year. Adjusted for AUD appreciation, estimated gross margin in H2 would have been circa 38.5% at H1 FX rates. Capital Equipment In the Capital Equipment segment, which includes a range of automated workflow solutions along with products focused on areas directly related to human health, revenue was down 9.7% to $52.9M (2025: $58.6M). In the first quarter, there was purchasing caution in some sectors, due to macro-economic conditions. The slow-down in market segments within Capital Equipment reflected similar trading conditions reported by trading peers in this segment. The gross profit margin increased by 2.3 points to 36.8% (2025: 34.5%), driven primarily by disciplined pricing actions and input cost management implemented in the second half of FY26. These initiatives better aligned pricing with underlying input cost movements, enabling gross profit per unit to increase despite lower overall sales volumes. In addition, the final phase of the global ERP rollout completed in H2 FY26 is expected to improve visibility across the business and streamline legacy local systems, supporting margin improvement in the near term. Margin performance improved significantly in H2 FY26 at 38.1%. Adjusted for AUD appreciation, proforma gross margin in H2 would have been circa 39.0% at H1 FX rates. Disruptive Technologies The segment includes biological microsampling tools and the Versiti modular miniaturised instrument platform. During the year, the Disruptive Technologies segment generated revenue of $ 5.9M (2025: $5.2M) , up by 14.2%. Revenue is predominantly derived from a suite of microsampling products. Gross profit margin in this segment was 54.2% (2025: 52.4%). Commercialisation of microsampling devices contributed a proforma GP Margin of 70.9% offset by other early-stage technologies, such as Harpera. The segment also includes continued investment in Versiti, which is now installed at multiple sites into the USA and Australia, providing valuable user feedback for future commercialisation.
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Trajan Group Holdings Limited 3 0 June 202 6 5 | Page PRINCIPAL ACTIVITIES AND REVIEW OF OPERATIONS (CONTINUED) REVIEW OF FINANCIAL PERFORMANCE (CONTINUED) Profit/Loss (continued) Operating expenses During the year, the Group’s total operating expenses (excluding finance expenses, impairment, depreciation and amortisation) decreased by 1.6% to $50.6M (2025: $51.4M). Investment of $ 6.6M (2025: $6 .2M) in research and development (R&D) allows the Group to continue delivering new technologies within its product portfolio, expanding its global footprint and securing strategic assets in new geographies and adjacent technologies that are expected to provide strong foundations for sustainable growth. Normalised Earnings Before Interest, Taxes, Depreciation, and Amortisation (EBITDA) Underlying operations defined in this report are the Group’s reported financial results as set out in the financial statements, adjusted for significant items that are non -recurring or items incurred outside the ordinary operations of the Group. Significan t items include expenses incurred in relation to restructuring costs, costs associated with strategic organisation realignment, and impact from Forward Exchange Contracts (FECs) Mark-to-Market revaluation. The below table provides a reconciliation of the Group’s results as contained in the financial statements and non-IFRS (International Financial Reporting Standards) underlying operations. The Directors believe the additional information included in the rep ort is useful for measuring the financial performance of the Group. The following non -IFRS reconciliation has not been subject to the Group’s audit but is extracted from the audited financial statements. Reconciliation of Statutory EBITDA to Normalised EBITDA Consolidated 2026 $’000 2025 $’000 Statutory EBITDA1 11,959 12,923 Normalised items added back to statutory EBITDA Strategic investment and acquisition expenses (non-recurring) 8 73 Non-recurring costs* 1,230 1,629 Impact from Forward Exchange Contracts (FECs) revaluation (15) 837 Total normalised items added back to statutory EBITDA 1,223 2,539 Normalised EBITDA (nEBITDA) 13,182 15,462 *Non recurring costs 2026 $’000 2025 $’000 Employee and Director’s benefit expenses 561 565 General Admin and Marketing expenses – Operational expenses 168 105 General Admin and Marketing expenses – Professional and licence fees 501 959 Total 1,230 1,629 2026 non-recurring costs include: $0.3M cost incurred in redundancy activities $0.6M of global ERP rollout and $0.3M of legal expenses in relation to debt refinancing activities. 2025 non -recurring costs include: $0.5M cost incurred in redundancy activities $0.5M of consulting costs for one-off projects and $0.5M of legal expenses in relation to debt refinancing activities. 1 Statutory EBITDA represents loss before income tax as reported in the consolidated statement of profit or loss and other comprehensive income adding back depreciation expenses, amortisation expenses, interest income and interest expenses.
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Trajan Group Holdings Limited 3 0 June 202 6 6 | Page PRINCIPAL ACTIVITIES AND REVIEW OF OPERATIONS (CONTINUED) REVIEW OF FINANCIAL PERFORMANCE (CONTINUED) Profit/Loss (continued) Operating Net Profit After Tax plus Amortisation (Operating NPATA) Operating Net Profit After Tax plus Amortisation (Operating NPATA) is Statutory Net Profit After Tax (NPAT) excluding restructuring costs, acquisition costs, impact from FECs Mark-to-Market revaluation, amortisation of acquired intangible assets. Operating NPATA for the 30 June 2026 was $2.2M (2025: $0.8M). Reconciliation of Statutory NPAT to Operating NPATA ` 2026 $’000 2025 $’000 Statutory NPAT (623) (4,460) Total normalised items added back to statutory EBITDA (refer table above) 1,224 2,539 Amortisation of acquired intangible assets 2,537 2,867 Acceleration of depreciation - 1,453 Income tax credit from above adjustments (906) (1,633) Total adjustments 2,855 5,226 Operating NPATA 2,232 766 Income Tax (Expense)/ Benefit The below table provides an underlying tax basis to allow comparability of underlying financial performance by excluding the impacts of exceptional items , such as acceleration of depreciations and temporary differences on revaluation of on intercompany loans 2026 $’000 2025 $’000 Statutory loss before tax (711) (1,730) Temporary differences on revaluation of intercompany loan 1 (5,811) 2,383 Acceleration of depreciation in US3 - 1,453 (Loss)/ profit before tax – subject to income tax (6,522) 2,106 Statutory income tax benefit/ (expense) 88 (2,730) Derecognition of previously recognised deferred tax assets in US subsidiary3 1,581 1,462 Effective of different tax rate in US3 647 665 Income tax benefit/ (expense) 2,316 (603) Effective tax rate (statutory) 12.4% 157.8% Effective tax rate 2 35.5% 28.6% 1 The Group deemed part of the intercompany loans with overseas subsidiaries to be a long-term investment in nature. As a result, the unrealised foreign exchange gains/(losses) of these intercompany loans were reflected in the Forex Reserve and Other Comprehensive Income. This temporary timing difference has also resulted in an adjustment when assessing effective tax rate for the Group. 2 Effective tax rate is calculated as current income tax expense divided by profit/(loss) before tax. 3 The U.S. subsidiaries have been loss-making and have derecognised their deferred tax assets (DTAs) due to uncertainty around future profitability in FY2024. Since the DTAs are no longer recogni sed, tax expenses , including the effect of different tax rate in US, can distort the effective tax rate if left unadjusted.
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Trajan Group Holdings Limited 3 0 June 202 6 7 | Page PRINCIPAL ACTIVITIES AND REVIEW OF OPERATIONS (CONTINUED) REVIEW OF FINANCIAL PERFORMANCE (CONTINUED) Profit/Loss (continued) Key operating and financial metrics (consolidated) $’000 2026 2025 Sales – Components and Consumables 102,563 102,679 Sales – Capital Equipment 52,929 58,632 Sales – Disruptive Technologies 5,885 5,151 Sales – Total 161,377 166,462 Sales Growth % – Components and Consumables (0.1) % 6.7% Sales Growth % – Capital Equipment (9.7) % 8.9% Sales Growth % – Disruptive Technologies 14.2% 4.7% Sales Growth % – Total (3.1) % 7.4% Gross Profit– Components and Consumables 37,290 38,235 Gross Profit – Capital Equipment 19,465 20,231 Gross Profit – Disruptive Technologies 3,192 2,700 Gross Profit – Total 59,947 61,166 GP margin % – Components and Consumables 36.4% 37.2% GP margin % – Capital Equipment 36.8% 34.5% GP margin % – Disruptive Technologies 54.2% 52.4% GP margin % – Total 37.1% 36.7% EBITDA 11,959 12,923 nEBITDA 13,182 15,462 nEBITDA margin % 8.2% 9.3% Operating NPATA1 2,232 766 Research and Development Expenses 6,609 6,206 1 Operating Net Profit After Tax plus Amortisation (NPATA) is Statutory NPAT excluding restructuring costs, acquisition costs, impact on FEC revaluation, and amortisation of acquired intangible assets. Financial Position The Group’s net assets for the year ended 30 June 2026 was $98.5M (2025: $105.6M). The Group’s balance sheet remains in a strong position with net assets of $98.5M (2025: $105.6M). Net c ash flow s from operati ng activities decreased from $ 10.8M to $ 0.2M primarily driven by increased payments to employees and suppliers, which rose from $ 148.4M to $157.7M . The key driver being higher working capital allocation for global supply chain buffer stock and extended payment cycles in key international markets. Overall cash outflow movement was mitigated by lower investing outflows, declined from $4.1M to $3.4M, and the $4.5M drawdown of loan facilities during the year was drawn to satisfy ongoing operational commitments. As at 30 June 2026, net debt increased from $29.5M to $ 34.6M in line with banking arrangements, lifting the gearing ratio (net debt to equity) to 35.1% (30 June 2025: 28.0%). The Group has a total of $5.3M of unutilised debt facility and $12.6M of cash reserves available to support the Group’s execution of strategies and projects and to extend production and manufacturing capability.
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Trajan Group Holdings Limited 3 0 June 202 6 8 | Page PRINCIPAL ACTIVITIES AND REVIEW OF OPERATIONS (CONTINUED) Strategy and Outlook Trajan’s strategy remains focused on delivering value to the scientific community by enhancing the integrity and accessibility of analytical data. Throughout FY26, we continued to build on our strengths and advance our position as a trusted partner in analytical science. Strategic Focus • Accelerating Global Growth: We are deepening engagement with existing customers and launching new capabilities such as HDExaminer PRO, CB Emitters and Glass-like-coated well plates. Our products and services continue to gain broader adoption globally, reinforcing Trajan’s reputation for quality and reliability. • Climbing the Value Chain: Led by our automation solutions and new product introductions, we are broadening direct relationships with leading customers and laboratories. This deepens our understanding of the Voice of Customer in our target segments and strengthens our integration into customer operations based on enhanced value propositions. • Expanding EBITDA Margin: We are improving operating efficiency through increased production automation, the strategic use of lower-cost manufacturing centres, disciplined pricing actions and supply chain optimisation. These initiatives are expected to support sustained profitability and margin expansion as we continue to rationalise and consolidate our global operations. • Addressing Geopolitical Risks: Our global footprint and “in-region, for-region” production capabilities help us navigate geopolitical volatility and maintain consistent supply and service delivery to customers across key markets. FY26 Areas of Focus During FY26, we focused on initiatives aligned with our strategy and long-term growth objectives. • Globalising the Capital Equipment Business: We continued to build and integrate the team and expand our capital equipment offerings across our four core verticals — Environmental, Food, Clinical and Pharmaceutical — to strengthen our market position in each segment. • Driving Growth in High-Potential Product Areas: We continued to develop growth opportunities in plasma coating technologies for surface inertness and silicone material technologies for improved sample-sealing integrity, leveraging our underlying capabilities. • Launching New Product Capabilities: We introduced new product offerings aligned with our strategy, including the commercialisation of clinical workflows based on biological microsamples, new GC consumables incorporating advanced glass technologies, and the continued expansion of the SaaS product portfolio built on the MS Studio platform acquired in 2024. • Delivering Product Variations and Extensions: We continued to introduce product variations and extensions that support market share growth and reinforce our position in key markets. • Supporting Talent Development: We invested in the development of emerging talent across the Group, supporting career progression, fostering innovation and strengthening our leadership pipeline. Through these initiatives, Trajan remains committed to advancing scientific discovery, supporting our customers and delivering sustainable value to shareholders as we execute our strategy through FY27 and beyond. SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS No other matter or circumstance has arisen since 30 June 202 6 that has significantly affected or is expected to significantly affect the operations, the results of operations or state of affairs of the Group in future years.
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Trajan Group Holdings Limited 3 0 June 202 6 9 | Page INFORMATION ON DIRECTORS Name: Dr Rohit Khanna Title: Non-Executive Director Qualifications: Bachelor of Science (Chemical Engineering) from Purdue University Doctorate in chemical engineering from California Institute of Technology National Science Foundation Fellow of California Institute of Technology Experience and expertise: Dr Khanna has over 40 years of experience in analytical science, business leadership and laboratory application software. In 1981, Dr Khanna co -founded Dynamic Solutions, a software -engineering firm dedicated to providing computing solutions to the scientific and engineering community. Dr Khanna went on to hold various senior management roles at Waters Corporation, including Vice-President and General Manager of the Data Products Group. In 2002, Dr Khanna was appointed Vice -President, Worldwide Marketing, and most recently Dr Khanna was Senior Vice President of several key Waters Corporation businesses including Informatics, S ervice, and Chemistry, along with being a member of the Corporate Executive Committee. Dr. Khanna retired from Waters in 2017 and continues to work with key industry leaders and on several industry Boards. Other current publicly listed company directorships: None Former directorships (last 3 years): None Special responsibilities: Member of the Audit and Risk Committee Member of the Remuneration and Nomination Committee Interests in shares: 205,882 ordinary shares Interests in options: 116,897share options Contractual rights to shares: None Name: John Eales AM Title: Non-Executive Chairman Qualifications: Bachelor of Arts from the University of Queensland Graduate of the Australian Institute of Company Directors Experience and expertise: John has served as an executive, adviser, director and investor in a number of listed public companies and unlisted private organisations. John co -founded the Mettle Group in 2003, a corporate consultancy which was acquired by Chandler Macleod in 2007. He is the Chair of the World Rugby Hall of Fame Selection Panel and was on the Rugby Australia Bid Advisory Board for the Rugby World Cup 2027. He was made a Member of the Order of Australia in 1999 for services to the community and rugby and is a Patron of the Melanoma Foundation, Hearts in Union and the Champagnat Trust. Other current publicly listed company directorships: Non- Executive Director of Flight Centre Travel Group and Magellan Financial Group Former directorships (last 3 years): None Special responsibilities: Chair of Trajan Group Holdings Limited Chair of Remuneration and Nomination Committee Member of Audit and Risk Committee Interests in shares: 1,433,435 ordinary shares Interests in options: 95,813 share options Contractual rights to shares: None
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Trajan Group Holdings Limited 3 0 June 202 6 10 | Page INFORMATION ON DIRECTORS (CONTINUED) Name: Robert Lyon Title: Head of Corporate Development and General Counsel at Trajan Executive Director Qualifications: Bachelor of Arts and Bachelor of Laws MBA from the University of Tasmania. Graduate of the Australian Institute of Company Directors Experience and expertise: Robert joined Trajan in 2013. Robert has global responsibility for the strategic growth of Trajan’s business through mergers and acquisitions, licensing arrangements, and commercial relationships with Trajan’s industry, academic, government and research partners in the scientific and medical sectors globally. As Trajan’s General Counsel he also has responsibility for the negotiation and execution of Trajan’s investments and transactions, as well as for its broader legal requirements. Prior to joining Trajan, Robert had a 15 -year career in law including as a partner at Page Seager Lawyers before spending six years with KPMG Corporate Finance. Other current publicly listed company directorships: None Former directorships (last 3 years): None Special responsibilities: None Interests in shares: 576,833 ordinary shares Interests in options: None Contractual rights to shares: None Name: Stephen Tomisich Title: Group Chief Executive Officer and Managing Director Qualifications: Bachelor of Applied Science from RMIT University Experience and expertise: Stephen co-founded Trajan in 2011. Stephen is responsible for the design and implementation of Trajan’s strategic business plan and overall leadership of the organisation. Other current publicly listed company directorships: None Former directorships (last 3 years): None Special responsibilities: None Interests in shares: 76,978,851 ordinary shares Interests in options: 30,000 share options Contractual rights to shares: None
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Trajan Group Holdings Limited 3 0 June 202 6 11 | Page INFORMATION ON DIRECTORS (CONTINUED) Name: Tiffiny Lewin Title: Non-Executive Director Chair Audit Risk Committee (from 28 October 2025) Qualifications: Bachelor of Arts from Sydney University Graduate of the Australian Institute of Company Directors Experience and expertise: Tiffiny brings operational, risk and strategy expertise gained over a 30 -year career spanning consumer goods, manufacturing, professional services and the finance sectors. Tiffiny is currently a senior leader at Westpac Group where she has served since 2015. Prior to Westpac, Tiffiny held senior leadership, operational and strategy roles across Australia and Asia for global organisations including Nestle Australia, Nestle Ja pan, SCA Hygiene, Mondelez International and Procter & Gamble where she successfully delivered organisational transformation, performance turnaround and market growth across business and consumer sectors. Other current publicly listed company directorships: None Former directorships (last 3 years): None Special responsibilities: Chair of the Audit and Risk Committee Member of the Remuneration and Nomination Committee Interests in shares: 240,070 ordinary shares Interests in options: 63,875 share options Contractual rights to shares: None Name: Sara Watts Title: Non-Executive Director (until 28 October 2025) Qualifications: Bachelor of Science from the University of Sydney MBA from Macquarie Graduate School of Management. Certified Practicing Accountant and Fellow of CPA Australia Fellow of the Australian Institute of Company Directors Experience and expertise: Sara is an experienced Non -Executive Director and Chair of Audit and Risk Committee with financial and operational experience across more than 20 years in a range of industries including technology, education, NFP and resources. Sara’s previous executive positions include Chief Financial Officer of IBM Australia/New Zealand, Head of Internal Audit for IBM Asia Pacific and Vice - Principal (Operations) at the University of Sydney. Other current publicly listed company directorships: Non-Executive Director and Chair of Audit and Risk Committee of Syrah Resources Ltd (ASX: SYR) Non-Executive Director and Chair of Audit and Risk Committee of Nuix Ltd (ASX: NXL) Former directorships (last 3 years): None Special responsibilities: Chair of the Audit and Risk Committee Member of the Remuneration and Nomination Committee Interests in shares: 76,928 ordinary shares Interests in options: 82,493 share options Contractual rights to shares: None
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Trajan Group Holdings Limited 3 0 June 202 6 12 | Page MEETING OF DIRECTORS The number of meetings of the Company’s Board of Directors (“the Board”) and of each Board committee held during the financial year ended 30 June 2026 and the number of meetings attended by each Director were: Full board Audit and Risk Committee Remuneration and Nomination Committee Attended Held2 Attended Held1 Attended Held1 Executive Directors Robert Lyon 9 9 - - - - Stephen Tomisich 9 9 - - - - Non-Executive Directors Dr Rohit Khanna 9 9 5 5 3 3 John Eales AM 9 9 5 5 3 3 Sara Watts3 3 3 1 1 1 1 Tiffiny Lewin 9 9 5 5 3 3 COMPANY SECRETARY Alister Hodges has held the role of Company Secretary since March 2021. He was previously the Company Secretary of Trajan Holdings Pty Ltd from May 2013. Alister became Chief Financial Officer of Trajan in 2011, after joining SGE Analytical Science in 2010 as Chief Financial Officer. He has responsibility for Trajan’s global Finance and IT/MIS functions. He has more than 20 years’ experience in Senior Financial roles within the biotechnology sector, in both ASX listed and non -listed environments. Alister is a Cert ified Practising Accountant and holds a Bachelor of Business from Victoria University and Graduate Diploma in Accounting from Monash University. Alister will officially cease his employment with Trajan as CFO and Joint Company Secretary on 11 November 2026. Mark Licciardo was the founder and Managing Director of Mertons Corporate Services, and following Mertons’ acquisition by Acclime, is Managing Director, Listed Company Services for Acclime Australia. Acclime provides a range of professional services including company secretarial and corporate governance consulting to ASX listed and unlisted public and private companies. He is also a former Company Secretary of ASX listed companies Transurban Group and Australian Foundation Investment Company Limited. Simon Billingham was appointed Interim Chief Financial Officer and Interim Joint Company Secretary of Trajan Group Holdings Limited in May 2026. Simon joined Trajan in 2011 as European Financial Controller and since relocating to Australia in 2017, was subsequently serving as General Manager of Finance with enterprise-wide responsibility for the Group’s global finance function and has played a key role in a number of the Company’s significant milestones. He has over 15 years’ experience in senior finance ro les, starting his career and spending more than seven years at Deloitte UK. He is a Chartered Management Accountant (CIMA). 2 Held: represents the number of meetings held during the time the Director held office or was a member of the relevant committee. 3 retired as director 28 October 2025.
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Trajan Group Holdings Limited 3 0 June 202 6 13 | Page REMUNERATION REPORT (AUDITED) The remuneration report details the key management personnel remuneration arrangements for the Group, 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 Group, 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 • Details of remuneration • Service agreements • Share-based compensation • Additional information • Additional disclosures relating to key management personnel Principles used to determine the nature and amount of remuneration The objective of the Group's executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with the achievement of strategic objectives and the creation of val ue for shareholders, and it is considered to conform to the market best practice for the delivery of reward. The Board of Directors ('the Board') ensures that executive reward satisfies the following key criteria for good reward governance practices: • competitiveness and reasonableness • acceptability to shareholders • performance linkage / alignment of executive compensation • transparency The Remuneration and Nomination Committee assists the Board in fulfilling its responsibilities by reviewing and making recommendations with respect to the remuneration of Executive Directors and the Group’s senior executives (together Executives), the remu neration of Non -Executive Directors, the remuneration of employees generally, executive and employee performance evaluation, the nomination and appointment of Directors and policies to promote diversity of representation and contribution to the Group, prof essional development and personnel management. The Remuneration and Nomination Committee has structured an executive remuneration framework that is market competitive and complementary to the reward strategy of the Group. The reward framework is designed to align executive reward to shareholders' interests. The Board have considered that it should seek to enhance shareholders' interests by: • having economic profit as a core component of plan design • focusing on sustained growth in shareholder wealth through the growth in share price and the introduction of a dividend when/if considered appropriate through delivering constant or increasing return on assets, and through focusing the executives on key non-financial drivers of value • attracting and retaining high calibre executives Additionally, the reward framework should seek to enhance executives' interests by: • rewarding capability and experience • reflecting competitive reward for contribution to growth in shareholder wealth • providing a clear structure for earning rewards In accordance with best practice corporate governance, the structure of Non-Executive Director and Executive Director remuneration is separate. Non-Executive Directors’ remuneration Fees and payments to Non -Executive Directors reflect the demands and responsibilities of their role. Non - Executive Directors' fees and payments are reviewed annually by the Remuneration and Nomination Committee. The Remuneration and Nomination Committee ma y, from time to time, receive advice from independent remuneration consultants to ensure Non-Executive Directors' fees and payments are appropriate and in line with the market. The Chairman's fees are determined independently to the fees of other Non - Executive Directors based on comparative roles in the external market.
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Trajan Group Holdings Limited 3 0 June 202 6 14 | Page REMUNERATION REPORT (AUDITED) (CONTINUED) Principles used to determine the nature and amount of remuneration (continued) Non-Executive Directors’ remuneration (continued) ASX listing rules require the aggregate Non -Executive Directors' remuneration be determined periodically by a general meeting. At the Board meeting held on 22 May 2026, the Board resolved that no change was required to the current annual aggregate remuneration of $450,000. The LTIP offers to Non-Executive Directors were approved by the shareholder in 2024 Annual General Meeting. On 28 October 2025, the Shareholders approved the offer of 244,388 share options under the LTIP to Non-Executive Directors of the Group. The awards were made from 1 July 202 5 and granted post AGM approval. The terms of the options issued during the year under the LTIP are: • Each option is to acquire one ordinary share in Trajan Group Holdings Limited. • The options were issued for nil consideration. • The options were granted on 1 July 2025. • The Director must remain engaged by the Company during the vesting period. • The options can only be exercised within five years from the Grant date. • The options will vest on 1 July 2026. • The LTIP provides the Board with broad clawback powers. If, for example, the Board becomes aware that a participant has committed an act of fraud, negligence or gross misconduct or failed to comply in a material respect with any restrictive covenant or tha t some other event has occurred which, as a result, means that a participant’s Award should be reduced or extinguished, or should not vest, then the Board may clawback or adjust any such Award at its discretion to ensure no unfair benefit is derived by the participant. Executive remuneration The Group aims to reward executives based on their position and responsibility, with a level and mix of remuneration which has both fixed and variable components. The executive’s total remuneration and reward comprise of the combination of the four components: • fixed annual remuneration • short-term incentives • long-term incentives • other remuneration such as post-employment benefits and long service leave Fixed remuneration, consisting of base salary, post -employment benefits and non -monetary benefits, are reviewed annually by the Remuneration and Nomination Committee based on individual and business unit performance, the overall performance of the Group and comparable market remunerations. Executives may receive their fixed remuneration in the form of cash or other fringe benefits (for example motor vehicle benefits) where it does not create any additional costs to the Group and provides additional value to the executive. The short-term incentives ('STI') program is designed to align the targets of the business with the performance hurdles of executives. STI payments are granted to executives based on specific annual targets and key performance indicators ('KPI's') being achieved. KPI's include profit contribution and sales contribution. The Group has established a long-term incentive plan (LTIP) to assist in the motivation, retention and reward of eligible employees. The LTIP is designed to align the interests of employees with the interests of Shareholders by providing an opportunity for employees to receive an equity interest in the Group. The LTIP provides flexibility for the Group to grant options to acquire shares and/or rights to acquire shares as incentives (Awards), subject to the terms of individual offers.
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Trajan Group Holdings Limited 3 0 June 202 6 15 | Page REMUNERATION REPORT (AUDITED) (CONTINUED) Principles used to determine the nature and amount of remuneration (continued) Executive remuneration(continued) On 27 August 2025, the Remuneration and Nomination Committee approved the offer of 667,500 share options under the LTIP to certain employees of the Group. The terms of the options issued during the year under the LTIP are: • The offer was made to certain employees of the Group. These employees received a separate offer and acceptance letter in relation to their personal offers of Options. • Each option is to acquire one ordinary share in Trajan Group Holdings Limited. • The options were issued for nil consideration. • The options were granted on 27 August 2025. • The employee must remain employed by the Company during the vesting period. • The options can only be exercised within five years from the grant date. • The option will vest on the vesting date as set out in the offer letter. • The LTIP provides the Board with broad clawback powers. If, for example, the Board becomes aware that a participant has committed an act of fraud, negligence or gross misconduct or failed to comply in a material respect with any restrictive covenant or tha t some other event has occurred which, as a result, means that a participant’s Award should be reduced or extinguished, or should not vest, then the Board may clawback or adjust any such Award at its discretion to ensure no unfair benefit is derived by the participant. Group performance and link to remuneration Remuneration for certain individuals is directly linked to the performance of the Group. Cash bonus es are dependent on defined profitability and growth target. Refer to the section 'Additional information' below for details of the profit for the last five years. Details of remuneration Amounts of remuneration Details of the remuneration of key management personnel of the Group are set out in the following tables. The key management personnel of the Group consisted of the following Directors of Trajan Group Holdings Limited: • Dr Rohit Khanna, Non-Executive Director • John Eales AM, Independent Non-Executive Chair • Robert Lyon, Executive Director and Head of Corporate Development and General Counsel • Sara Watts, Non-Executive Director (retired as director 28 October 2025) • Stephen Tomisich, Chief Executive Officer and Managing Director • Tiffiny Lewin, Non-Executive Director And the following persons: • Alister Hodges, Chief Financial Officer (CFO) • Simon Billingham, Interim CFO (appointed on 1 May 2026) Changes since the end of the reporting date None
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Trajan Group Holdings Limited 3 0 June 202 6 16 | Page REMUNERATION REPORT (AUDITED) (CONTINUED) Short term benefits Post- employment benefits Long term benefits Share-based payments Salary Non- Equity- settled Equity- settled and fees Bonus monetary shares options Total 2026 $ $ $ $ $ $ $ $ Non-Executive Directors: Dr Rohit Khanna4 40,000 - - - - - 46,649 86,649 John Eales AM 62,780 - - 7,220 - - 69,974 139,974 Sara Watts3 19,345 - - 2,321 - - 15,309 36,975 Tiffiny Lewin 50,939 - - 6,113 - - 46,649 103,701 Executive Directors: Robert Lyon 346,314 - - 30,000 9,472 - - 385,786 Stephen Tomisich 545,184 - - 25,000 (41,225) - 209 529,168 Other Key Management Personnel: Alister Hodges5 265,082 - - 25,681 7,803 - - 298,566 Simon Billingham5 50,833 - - 4,672 2,970 - 7,637 66,112 Total 1,380,477 - - 101,007 (20,980) - 186,427 1,646,931 2025 Non-Executive Directors: Dr Rohit Khanna4 40,000 - - - - - 53,934 93,934 John Eales AM 62,780 - - 7,220 - - 80,901 150,901 Sara Watts3 58,296 - - 6,704 - - 53,934 118,934 Tiffiny Lewin 35,874 - - 4,126 - - 53,934 93,934 Executive Directors: Robert Lyon 334,605 - - 29,932 10,200 - - 374,737 Stephen Tomisich 545,184 52,660 - 25,000 12,030 - 3,370 638,244 Other Key Management Personnel: Alister Hodges 308,085 15,931 - 29,932 9,997 - - 363,945 Total 1,384,824 68,591 - 102,914 32,227 - 246,073 1,834,629 4 Remunerations are paid in US dollar, and the transactions are translated at average exchange rates as at the reporting dates. 5 Alister Hodges’ remuneration covers period from 1 July 2025 to 30 April 2026. Simon Billingham’s remuneration covers period from 1 May 2026 to 30 Jun 2026.
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Trajan Group Holdings Limited 3 0 June 202 6 17 | Page REMUNERATION REPORT (AUDITED) (CONTINUED) The proportion of remuneration linked to performance and the fixed proportion are as follows : Fixed remuneration Short term incentive6 Long term incentive Name 2026 2025 2026 2025 2026 2025 % % % % % % Non-Executive Directors: Dr Rohit Khanna 46% 43% - - 54% 57% John Eales AM 50% 46% - - 50% 54% Sara Watts3 59% 55% - - 41% 45% Tiffiny Lewin 55% 43% - - 45% 57% Executive Directors: Robert Lyon 100% 100% - - - - Stephen Tomisich 100% 91% - 8% - 1% Other Key Management Personnel Alister Hodges 100% 96% - 4% - - Simon Billingham 88% - - - 12% - Short term Incentive paid Short term Incentive forfeited Name 2026 2025 2026 2025 % % % % Executive Directors Stephen Tomisich - 34.5% 100% 65.5% Other Key Management Personnel Alister Hodges - 34.5% 100% 65.5% Simon Billingham - - 100% - CONTRACTUAL ARRANGEMENTS WITH EXECUTIVE KEY MANAGEMENT PERSONNEL (KMP) Remuneration and other conditions of employment are set out in each executive’s employment contract. The key elements of these employment contracts are summarised below: Name: Stephen Tomisich Title: Chief Executive Officer Contract duration Ongoing Notice by individual/company 1 year Details: Annual fixed remuneration of $509,184 (exclusive of superannuation and other allowances) Annual performance -based cash bonus (STI) on achieving growth target and profit target Eligible to participate in the LTIP Employment contract contains non -solicitation and non - compete clauses Termination of employment (without cause) All payments on termination will be subject to the termination benefits cap under the legislation Termination of employment (with cause) No entitlement to termination payments in the event of removal for misconduct 6 The short-term incentives (cash bonus) are dependent on sales and profitability targets being met for the financial year.
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Trajan Group Holdings Limited 3 0 June 202 6 18 | Page REMUNERATION REPORT (AUDITED) (CONTINUED) CONTRACTUAL ARRANGEMENTS WITH EXECUTIVE KEY MANAGEMENT PERSONNEL (KMP) Remuneration and other conditions of employment are set out in each executive’s employment contract. The key elements of these employment contracts are summarised below: Name: Robert Lyon Title: Head of Corporate Development and General Counsel Contract duration Ongoing Notice by individual/company 3 months Details: Annual fixed remuneration of $ 346,316 (exclusive of superannuation) Employment contract contains non -solicitation and non - compete clauses Termination of employment (without cause) All payments on termination will be subject to the termination benefits cap under the legislation Termination of employment (with cause) No entitlement to termination payments in the event of removal for misconduct Name: Alister Hodges Title: Chief Financial Officer and Company Secretary Contract duration Ongoing Notice by individual/company 3 months Details: Annual fixed remuneration of $ 318,098 (exclusive of superannuation) Annual performance -based cash bonus (STI) on achieving growth target and profit target Employment contract contains non -solicitation and non - compete clauses Termination of employment (without cause) All payments on termination will be subject to the termination benefits cap under the legislation Termination of employment (with cause) No entitlement to termination payments in the event of removal for misconduct Name: Simon Billingham Title: Interim Chief Financial Officer and Company Secretary Contract duration Ongoing Notice by individual/company 4 weeks Details: Annual fixed remuneration of $ 305,000 (exclusive of superannuation) Annual performance -based cash bonus (STI) on achieving growth target and profit target Employment contract contains non -solicitation and non - compete clauses Termination of employment (without cause) All payments on termination will be subject to the termination benefits cap under the legislation Termination of employment (with cause) No entitlement to termination payments in the event of removal for misconduct
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Trajan Group Holdings Limited 3 0 June 202 6 19 | Page REMUNERATION REPORT (AUDITED) (CONTINUED) CONTRACTUAL ARRANGEMENTS WITH EXECUTIVE KEY MANAGEMENT PERSONNEL (KMP) The maximum aggregate amount or value of Non -Executive Directors’ remuneration for the purposes of the ASX Listing Rules and the Constitution is $450,000 per annum of which $188,718 is currently utilised. The annual fees provided to the Non-Executive Directors, are shown below: 2026 2025 Board fees $ $ Chairman 60,000 60,000 Other Non-Executive Directors 40,000 40,000 Committee fees Audit and Risk Committee - chair 25,000 25,000 Remuneration and Nomination Committee – chair 10,000 10,000 Other than reimbursement of expenses, Directors will not receive any additional fees for being a member of a Board committee. All Australia -based Directors’ fees include superannuation payments required to be made by law. SHARE-BASED COMPENSATION Issues of Shares There is no issuance of shares as a form of share -based compensation for the year ended 30 June 2026 (2025: nil). Options The terms and conditions of each grant of options over ordinary shares affecting remuneration of Directors and other key management personnel in this financial year or future reporting years are as follows: Name Number of options granted Number of options vested Grant date Vesting date and exercisable date End of Exercise period Exercise price Fair value per option at grant date Non-Executive Directors John Eales 95,813 - 1 Jul 2025 1 Jul 2026 1 Jul 2030 - $0.73 Tiffiny Lewin 63,875 - 1 Jul 2025 1 Jul 2026 1 Jul 2030 - $0.73 Dr Rohit Khanna 53,022 53,022 1 Jul 2024 1 Jul 2025 1 Jul 2029 - $1.02 Dr Rohit Khanna 63,875 - 1 Jul 2025 1 Jul 2026 1 Jul 2030 - $0.73 Sara Watt7 20,825 - 1 Jul 2025 1 Jul 2026 1 Jul 2030 - $0.73 Executive Directors Stephen Tomisich 10,000 10,000 7 Sep 2022 25 Jul 2023 7 Sep 2027 $2.21 $0.88 Stephen Tomisich 10,000 10,000 7 Sep 2022 25 Jul 2024 7 Sep 2027 $2.21 $0.88 Stephen Tomisich 10,000 - 7 Sep 2022 25 Jul 2025 7 Sep 2027 $2.21 $0.88 7 retired as director 28 October 2025. The option was awarded to Sara Watts during the time the Director held office.
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Trajan Group Holdings Limited 3 0 June 202 6 20 | Page REMUNERATION REPORT (AUDITED) (CONTINUED) CONTRACTUAL ARRANGEMENTS WITH EXECUTIVE KMP (CONTINUED) SHARE-BASED COMPENSATION (CONTINUED) Options (continued) Name Number of options granted Number of options vested Grant date Vesting date and exercisable date End of Exercise period Exercise price Fair value per option at grant date Other Key Management Personnel Simon Billingham 3,334 3,334 7 Sep 2022 25 Jul 2023 7 Sept 2027 $2.21 $2.04 Simon Billingham 3,333 3,333 7 Sep 2022 25 Jul 2024 7 Sept 2027 $2.21 $2.04 Simon Billingham 3,333 3,333 7 Sep 2022 25 Jul 2025 7 Sept 2027 $2.21 $2.04 Simon Billingham 3,334 3,334 1 Jul 2023 1 Jul 2024 1 Jul 2028 $1.82 $1.81 Simon Billingham 3,333 3,333 1 Jul 2023 1 Jul 2025 1 Jul 2028 $1.82 $1.81 Simon Billingham 3,333 3,333 1 Jul 2023 1 Jul 2026 1 Jul 2028 $1.82 $1.81 Simon Billingham 3,334 3,334 28 Aug 2024 28 Aug 2025 28 Aug 2029 $1.08 $1.15 Simon Billingham 3,333 - 28 Aug 2024 28 Aug 2026 28 Aug 2029 $1.08 $1.15 Simon Billingham 3,333 - 28 Aug 2024 28 Aug 2027 28 Aug 2029 $1.08 $1.15 Simon Billingham 6,667 - 27 Aug 2025 27 Aug 2026 27 Aug 2030 $0.86 $0.93 Simon Billingham 6,667 - 27 Aug 2025 27 Aug 2027 27 Aug 2030 $0.86 $0.93 Simon Billingham 6,666 - 27 Aug 2025 27 Aug 2028 27 Aug 2030 $0.86 $0.93 All options were granted over unissued fully paid ordinary shares in the Company. Options are exercisable by the holder as from the vesting date. There has not been any alteration to the terms or conditions of the grant since the grant date. There are no amounts paid or payable by the recipient in relation to the granting of such options other than on their potential exercise. ADDITIONAL DISCLOSURES RELATING TO KEY MANAGEMENT PERSONNEL Values of options over ordinary shares granted, exercised and lapsed for Directors and other key management personnel as part of compensation during the year ended 30 June 2026 are set out below: Value of options vested during the year Value of options exercised during the year Value of options lapsed during the year Remuneration consisting of option of the year $ $ $ % Directors Dr Rohit Khanna 46,649 - - 54% John Eales AM 69,974 81,124 - 50% Sara Watts 15,309 104,183 - 41% Stephen Tomisich 209 - - - Tiffiny Lewin 46,649 54,082 - 45% Robert Lyon - 160,001 98,432 - Other Key Management Personnel Alister Hodges - - 163,345 - Simon Billingham 7,637 200,000 17,917 2%
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Trajan Group Holdings Limited 3 0 June 202 6 21 | Page REMUNERATION REPORT (AUDITED) (CONTINUED) ADDITIONAL DISCLOSURES RELATING TO KEY MANAGEMENT PERSONNEL (continued) The financial performance of the Group for the five years to 30 June 202 6 are summarised below: 2026 2025 2024 2023 2022 $000 $000 $000 $000 $000 Revenue 161,377 166,462 155,023 162,154 107,574 EBITDA 11,959 12,923 (17,847) 17,370 7,212 (Loss)/profit after income tax (623) (4,460) (25,329) 1,889 1,108 The factors that are considered to affect total shareholders return are summarised below: 2026 2025 2024 2023 2022 $ $ $ $ $ Share price at financial year end 0.20 0.72 1.03 1.81 2.00 Total dividends declared - - - - - Basic (loss)/ earnings per shares (0.004) (0.03) (0.17) 0.01 0.01 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: Ordinary shares Balance at the start of the year Received as part of remuneration Additions Disposals/ other Balance at the end of the year Non-Executive Directors Dr Rohit Khanna 205,882 - - - 205,882 John Eales AM 1,387,415 - 79,533 (33,513) 1,433,435 Tiffiny Lewin 169,327 - 70,743 - 240,070 Executive Directors Robert Lyon 482,715 - 94,118 - 576,833 Stephen Tomisich 76,878,745 - 100,106 - 76,978,851 Other Key Management Personnel Alister Hodges 678,525 - - - 678,525 Simon Billingham - - 117,647 - 117,647 Former Sara Watts8 76,928 - 82,497 (18,168) 141,257 8 The closing balance for Sara Watts are reported as at the date she ceased as director.
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Trajan Group Holdings Limited 3 0 June 202 6 22 | Page REMUNERATION REPORT (AUDITED) (CONTINUED) ADDITIONAL DISCLOSURES RELATING TO KEY MANAGEMENT PERSONNEL (continued) Option Holding The number of options 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: Balance at Expired/ Balance at the start of forfeited/ the end of Options over ordinary shares the year Granted Exercised other the year Directors Dr Rohit Khanna 53,022 63,875 - - 116,897 John Eales AM 79,533 95,813 (79,533) - 95,813 Robert Lyon 239,250 - (94,118) (145,132) - Sara Watts9 82,493 20,825 (82,493) - 20,825 Stephen Tomisich 30,000 - - - 30,000 Tiffiny Lewin 53,022 63,875 (53,022) - 63,875 Other Key Management Personnel Alister Hodges 143,320 - - (143,320) - Simon Billingham 177,885 20,000 (117,647) (30,238) 50,000 Other transactions with key management personnel and their related parties There were no other transactions conducted between the Group and Key Management Personnel or their related parties, apart from those disclosed above and below, that were conducted other than in accordance with normal employee, customer or supplier relationships on terms no more favourable than those reasonably expected under arm’s length dealings with unrelated persons. Consolidated 2026 2025 Transactions with related parties $’000 $’000 Employee benefit expenses 152 126 Occupancy expense – Ringwood Facility Property Lease - Bass Park Investments - 131 152 257 A family member of a Director of the Company has been employed on a full -time basis with Trajan Scientific Australia Pty Ltd (wholly owned by the Company) since 2017. During the period the family member was remunerated for the job performed which was asses sed through an arm’s -length process. In FY2025, the family member was awarded 10,000 options under the Company’s Long Term Incentive Plan. Bass Park Investments Pty Ltd is ultimately held by a trust of which Stephen Tomisich is a beneficiary. Stephen Tomisich is also a Director of Bass Park Investments Pty Ltd. Trajan Group Holdings Limited entered into a lease agreement (Ringwood Facility P roperty Lease) with Bass Park Investments Pty Ltd. The Ringwood Facility Property Lease was negotiated on arm’s length terms and in the opinion of the Directors (other than Stephen Tomisich who has a material personal interest in Bass Park Investments Pty Ltd) comprises an agreement which contains provisions which are customary for commercial leases of the nature of the Ringwood Facility Property Lease. 9 retired as director 28 October 2025. The closing balance for Sara Watts are reported as at the date she ceased as director. he option was awarded to Sara Watts during the time the Director held office.
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Trajan Group Holdings Limited 3 0 June 202 6 23 | Page REMUNERATION REPORT (AUDITED) (CONTINUED) ADDITIONAL DISCLOSURES RELATING TO KEY MANAGEMENT PERSONNEL (continued) Other transactions with key management personnel and their related parties (continued) The Ringwood Facility property was sold to an independent third party and the sale was settled on 21 May 2024. As of 30 June 2025, Bass Park Investments Pty Ltd charged Trajan Scientific Australia Pty Ltd for rates and land tax charges to the date of sale of the property. Other than the above disclosures, the Group is not party to any other material related party arrangements. This concludes the remuneration report, which has been audited. SHARES UNDER OPTIONS Unissued ordinary shares of Trajan Group Holdings Limited under option at the date of this report are as follows: Grant date Expiry date Vested date Exercise price Number under option 1 May 2022 1 May 2027 1 May 2023 3.30 10,001 1 May 2022 1 May 2027 1 May 2024 3.30 10,000 1 May 2022 1 May 2027 1 May 2025 3.30 9,999 1 May 2022 1 May 2027 1 July 2023 3.30 7,000 1 May 2022 1 May 2027 1 July 2024 3.30 7,000 1 May 2022 1 May 2027 1 July 2025 3.30 7,000 28 February 2022 1 July 2027 1 July 2022 1.70 2,025 28 February 2022 1 July 2027 1 July 2023 1.70 2,025 28 February 2022 1 July 2027 1 July 2024 1.70 2,025 7 September 2022 7 September 2027 25 July 2023 2.21 129,342 7 September 2022 7 September 2027 25 July 2024 2.21 129,332 7 September 2022 7 September 2027 25 July 2025 2.21 129,326 1 July 2023 1 July 2028 1 July 2024 1.81 115,847 1 July 2023 1 July 2028 1 July 2025 1.81 115,837 1 July 2023 1 July 2028 1 July 2026 1.81 115,816 28 August 2024 28 August 2029 28 August 2025 1.08 185,020 1 July 2024 1 July 2029 1 July 2025 - 53,022 28 August 2024 28 August 2029 28 August 2026 1.08 184,999 28 August 2024 28 August 2029 28 August 2027 1.08 184,981 1 July 2025 1 July 2030 1 July 2026 - 244,388 27 August 2025 27 August 2030 27 August 2026 0.86 219,186 27 August 2025 27 August 2030 27 August 2027 0.86 219,167 27 August 2025 27 August 2030 27 August 2028 0.86 219,147 No person entitled to exercise the options had or has any right by virtue of the option to participate in any share issue of the Company.
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Trajan Group Holdings Limited 3 0 June 202 6 24 | Page SHARES ISSUED ON EXERCISE OF OPTIONS The following ordinary shares of Trajan Group Holdings Limited were issued during the year ended 30 June 2026 and up to the date of this report on the exercise of options granted: Date options exercised Exercise price Number of shares issued 11 September 2025 - 79,533 11 September 2025 - 29,471 11 September 2025 - 53,022 27 March 2026 - 53,022 1 June 2026 - 94,118 1 June 2026 - 176,471 DIVIDENDS The Directors do not propose to make any recommendation for dividends for the year ended 30 June 202 6 (2025: nil). INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS During or since the end of the financial year, the Group paid $421,892 (2025: $502,561) in premiums in respect of a contract insuring all the Directors of Trajan against legal costs incurred in defending proceedings for conduct other than: (a) A wilful breach of duty. (b) A contravention of sections 182 or 183 of the Corporations Act 2001, as permitted by section 199B of the Corporations Act 2001. INDEMNIFICATION OF AUDITORS The Group has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the Group or any related entity against a liability incurred by the auditor. During the financial year, the company has not paid a premium i n respect of a contract to insure the auditor of the Group or any related entity. NON-AUDIT SERVICES Details of the amounts paid or payable to the auditor for non -audit services provided during the financial year by the auditor are outlined in Note 29 to the financial statements. The Directors are satisfied that the provision of non -audit services during the financial year by the auditor , or by another person or firm, on the auditor's behalf is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Directors are of the opinion that the services as disclosed in Note 29 to the financial statements do not compromise the external auditor's independence requirements of the Corporations Act 2001 for the following reasons: • all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of the auditor; and • none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board, including reviewing or auditing the auditor's own work, acting in a management or decision -making capacity for the company, acting as advocate for the company or jointly sharing economic risks and rewards. ENVIROMENTAL REGULATION AND PERFORMANCE The Group holds licenses issued by the relevant authorities relating to the storage and use of chemicals and products associated with the manufacturing of products. There have been no significant known breaches of any environmental regulations to which the Group is subject.
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Trajan Group Holdings Limited 3 0 June 202 6 25 | Page EVENTS AFTER THE REPORTING DATE There has not been any matter or circumstance which has arisen since the end of financial year that has significantly affected, or may significantly affect the Group's operations, the results of those operations, or the Group’s state of affairs in future financial years. LIKELY DEVELOPMENTS AND FUTURE RESULTS Disclosure of information regarding likely developments in the operations of the Group in future financial years and the expected results of those operations is likely to result in unreasonable prejudice to the Group. Accordingly, this information has not been disclosed in this report. MATERIAL BUSINESS RISKS The Group’s risk management approach involves the ongoing assessment, monitoring and reporting of risks that could impede the Group’s progress in delivering the Group’s strategic priorities. As Trajan’s business continues to grow and evolve, the material r isk profile may change. The material business risks affecting the Group are set out below. In addition to these risks, the Group may also face a range of other risks from time to time in conducting its business activities. Risk event Description Cyber and security risks A cyber security breach has the potential to disrupt the Group’s information technology platform which is integral to the efficient operation of the business. A serious data breach could expose the Group to statutory liability and reputation damage. The Group maintains and regularly updates its suite of information technology security measures to restrict access to the Group’s operating systems. The Group also conducts regular penetration testing and training to educate its workforce. The Group mainta ins Cyber Enterprise Risk Management Insurance. Dependence on key suppliers and partners Trajan relies on continued supplies from key suppliers and partners for the production of a number of key products. There is a risk of these suppliers performing poorly, or terminating their arrangements with Trajan, which could adversely impact on the production line. In this circumstance, there is no guarantee that the Group will be able to find a suitable industry partner that it can negotiate attractive commercial terms in the near future. The Group partners with reputable suppliers and performs due diligence on key partners. Where possible, multiple commercial partners are used. The Group continues to develop internal capability to achieve specification and reduce the level of dependency. Liquidity Liquidity risk can arise if Trajan is unable to meet its short -term funding needs or cash obligations due to: • A lack of available cash reserves • Limited access to external funding sources • An unexpected large outflow of cash The Group reviews its minimum levels of cash and cash equivalents on an ongoing basis, and closely monitors rolling cash flow forecasts based on its view on the nature and timing of expected receipts and payments. The Group has historically been able to ge nerate and retain positive cash flows. Additionally, multi-currency borrowing facilities have been arranged with the Group’s financiers to provide increased capacity for strategic growth objectives. Macroeconomic factors Threat of domestic and global recession, tariff policies, fluctuation in foreign exchange market, and investor sentiment are some of the primary macroeconomic considerations that may impact the business. The Group continually monitors these factors, however, ultimately, they are often beyond the Group’s control.
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Trajan Group Holdings Limited 3 0 June 202 6 26 | Page MATERIAL BUSINESS RISKS (CONTINUE) Risk event Description Loss of key staff and capability Trajan’s operating and financial performance depends on its ability to attract, retain and develop suitably skilled and experienced employees, including key executives and individuals in critical leadership and specialist roles. The loss of key personnel, whether planned or unplanned, could result in leadership or capability gaps, disrupt strategic execution, and adversely affect operational continuity and performance, particularly where roles require deep institutional knowledge or cross ‑geographical expertise. This risk is mitigated through ongoing investment in people, culture and leadership capability to enhance Trajan’s attractiveness as an employer and support retention. Trajan identifies critical roles and maintains succession and transition plans for key executive positions, complemented by targeted senior management remuneration arrangements designed to retain key leaders and align incentives with long‑term growth. External recruitment is used proactively to address gaps in experience and capability, including for more complex roles with cross ‑regional responsibility, supporting continuity and strengthening organisational capability over time. Intellectual Property Loss or Breach Through External AI Use Trajan’s operating and financial performance relies on the protection of its intellectual property and confidential information. The use of external artificial intelligence tools creates a risk that proprietary, sensitive or regulated data could be inadvertently disclosed or processed outside Trajan’s control, potentially resulting in loss of intellectual property, regulatory non‑compliance, reputational damage and adverse financial outcomes. This risk is mitigated through a controlled approach to AI use, including compliance with applicable legal and regulatory requirements such as GDPR and the EU AI Regulation in relation to WiseAI, and by minimising reliance on external AI tools where feasible. Trajan is developing and maintaining policies that address different AI risk categories under the EU AI regulatory framework, supported by ongoing employee training and education to promote appropriate use of AI technologies and awareness of data protection and intellectual property obligations. Emergence of China-Based Competitors and Trade Barriers Trajan faces increasing competitive risk from the emergence and scale ‑up of China‑based competitors, which may benefit from local market access, cost advantages and proximity to customers. This risk has been heightened by tariffs and broader trade policy uncertainty, which may adversely impact the competitiveness of Trajan’s US‑manufactured products in certain markets, particularly China. If not effectively managed, increased competition and trade restrictions could result in margin pressure, reduced market share, supply disruption, or limitations on Trajan’s ability to serve customers in key regions. Trajan is actively mitigating this risk through a combination of strategic, technology and operational actions. These include exploring alternative country ‑of‑origin options by transitioning selected US ‑made products to have a country of origin in Malaysia or Australia, where appropriate, to improve tariff outcomes and supply resilience. Trajan is also developing strategies to supply products into China, including potential partnering and OEM arrangements to better serve the Chinese market. Ongoing focus is placed on strengthening customer and partner relationships, protecting technology differentiation, and enhancing operational flexibility to respond to evolving competitive dynamics and trade conditions.
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Trajan Group Holdings Limited 3 0 June 202 6 27 | Page OFFICERS OF THE COMPANY WHO ARE FORMER PARTNERS OF RSM AUSTRALIA There are no officers of the Company who are former partners of RSM Australia. 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. PROCEEDINGS ON BEHALF OF THE COMPANY No person has applied for leave of court to bring proceedings on behalf of the Group or intervene in any proceedings to which the Group is a party for the purpose of taking responsibility on behalf of the Group for all or any part of those proceedings. Trajan was not a party to any such proceedings during the year. 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. CORPORATE GOVERNANCE In recognising the need for the highest standards of corporate behaviour and accountability, the Directors support and have adhered to principles of sound corporate governance. The Group continued to follow best practice recommendations as set out by 4th edition of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendatio ns. Where the Group has not followed best practice for any recommendation, explanation is given in the Corporate Governance Statement which is available on the Group’s website. 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 John Eales Chair 27th August 2026
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THE POWER OF BEING UNDERSTOOD AUDIT | TAX | CONSULTING RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction. RSM Australia Partners ABN 36 965 185 036 Liability limited by a scheme approved under Professional Standards Legislation RSM Australia Partners Level 27, 120 Collins Street Melbourne VIC 3000 PO Box 248 Collins Street West VIC 8007 T +61 (0) 3 9286 8000 F +61 (0) 3 9286 8199 www.rsm.com.au AUDITOR’S INDEPENDENCE DECLARATION A s lead auditor for the audit of the financial report of Trajan Group Holdings 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: ( i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and ( ii) any applicable code of professional conduct in relation to the audit. R SM AUSTRALIA PARTNERS M PARAMESWARAN Partner D ated: 27 August 2026 Melbourne, Victoria 28
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Trajan Group Holdings Limited 3 0 June 202 6 29 | Page CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2026 Consolidated Notes 2026 $’000 2025 $’000 Revenue Sale of goods 4a 161,377 166,462 Cost of sales (101,430) (105,296) Gross profit 59,947 61,166 Other income/ (expenses) 4b 467 (856) Employee and Directors’ benefits expenses 4c (36,800) (37,754) Occupancy expenses 4e (1,537) (1,336) General admin and marketing expenses 4d (12,273) (12,318) Finance expenses 4f (4,228) (4,286) Depreciation 4g (3,549) (3,373) Amortisation (2,738) (2,973) Loss before income tax (711) (1,730) Income tax benefit/ (expense) 5 88 (2,730) Loss after income tax benefit/ (expense) for the year (623) (4,460) Other comprehensive (loss)/ income for the year Items that will not be reclassified subsequently to profit or loss - - Items that may be reclassified subsequently to profit or loss Foreign currency translation (6,908) 6,696 Total other comprehensive (loss)/ income for the year, net of tax (6,908) 6,696 Total comprehensive income/ (loss) for the year (7,531) 2,236 Loss for the year after income tax is attributable to: Equity holders of the parent (623) (4,460) Minority interests - - (623) (4,460) Comprehensive (loss)/ income for the year is attributable to: Equity holders of the parent (7,531) 2,236 Minority interests - - (7,531) 2,236 $ $ Basic (loss)/ earnings per share 22 (0.004) (0.029) Diluted (loss)/ earnings per share 22 (0.004) (0.029) The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.
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Trajan Group Holdings Limited 3 0 June 202 6 30 | Page CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2026 Consolidated Notes 2026 $’000 2025 $’000 ASSETS Current assets Cash and cash equivalents 6 12,623 11,851 Trade receivables 7 22,115 23,428 Inventories 8 29,784 29,129 Income tax receivables 261 846 Other assets 9 2,563 2,334 Total current assets 67,346 67,588 Non-current assets Financial assets 10 137 137 Property, plant and equipment 12 21,817 23,828 Right-of-use assets 13 9,340 12,565 Goodwill and intangibles 11 80,851 86,780 Deferred tax assets 16 4,453 4,735 Total non-current assets 116,598 128,045 TOTAL ASSETS 183,944 195,633 LIABILITIES Current liabilities Trade and other payables 14 13,695 19,093 Financial liabilities 17 216 231 Lease liabilities 2,363 2,494 Provisions 15 9,416 9,333 Income tax payable 1,116 1,420 Loans and borrowings 18 5,877 1,663 Total current liabilities 32,683 34,234 Non-current liabilities Lease liabilities 8,554 11,608 Provisions 15 289 412 Loans and borrowings 18 41,318 39,727 Deferred tax liabilities 16 2,631 4,032 Total non-current liabilities 52,792 55,779 TOTAL LIABILITIES 85,475 90,013 NET ASSETS 98,469 105,620
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Trajan Group Holdings Limited 3 0 June 202 6 31 | Page CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED) AS AT 30 JUNE 2026 Consolidated Notes 2026 $’000 2025 $’000 EQUITY Issued capital 19 102,445 101,745 (Accumulated losses)/retained earnings 20 (11,988) (11,997) Foreign currency translation reserve 20 5,831 12,739 Share-based payment reserve 20 1,353 2,305 General reserve 20 828 828 TOTAL EQUITY 98,469 105,620 The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
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Trajan Group Holdings Limited 3 0 June 202 6 32 | Page CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2026 2026 Note Contributed Equity $’000 Foreign Currency Translation Reserve $’000 Share-based Payment Reserve $’000 General Reserve $’000 (Accumulated losses) /retained earnings $’000 Total $’000 Balance at 1 July 2025 101,745 12,739 2,305 828 (11,997) 105,620 Loss after income tax benefit for the year - - - - (623) (623) Other comprehensive loss for the year, net of tax - (6,908) - - - (6,908) Total comprehensive loss for the year - (6,908) - - (623) (7,531) Transactions with owners in their capacity as owners Share option exercised/lapsed 19,20 700 - (1,457) - 632 (125) Share based payment costs 20 - - 505 - - 505 Balance at 30 June 2026 102,445 5,831 1,353 828 (11,988) 98,469 2025 Balance at 1 July 2024 101,470 6,043 2,045 828 (7,537) 102,849 Loss after income tax benefit for the year - - - - (4,460) (4,460) Other comprehensive income for the year, net of tax - 6,696 - - - 6,696 Total comprehensive income/(loss) for the year - 6,696 - - (4,460) 2,236 Transactions with owners in their capacity as owners Share option exercised/lapsed 19,20 275 - (342) - - (67) Share based payment costs 20 - - 602 - - 602 Balance at 30 June 2025 101,745 12,739 2,305 828 (11,997) 105,620 The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
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Trajan Group Holdings Limited 3 0 June 202 6 33 | Page CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2026 Consolidated Notes 2026 $’000 2025 $’000 Cash flows from operating activities Receipts from customers (inclusive of GST) 162,628 163,377 Payments to suppliers and employees (inclusive of GST) (157,689) (148,451) Income tax paid (751) (399) Interest income 4 10 Finance expenses (3,147) (2,938) Interest paid to lease liabilities (803) (770) Net cash flows from operating activities 30 242 10,829 Cash flows from investing activities Net (payment for purchase)/proceeds from disposal of property plant and equipment (3,417) (4,087) Net cash flows used in investing activities (3,417) (4,087) Cash flows from financing activities Proceeds from borrowings 6,318 40,941 Repayment of borrowings (513) (44,327) Repayment of lease liabilities (2,446) (2,257) Net cash flows from/ (used in) financing activities 3,359 (5,643) Net increase/(decrease) in cash and cash equivalents 184 1,099 Net foreign exchange difference 588 (491) Cash and cash equivalents at beginning of the year 11,851 11,243 Cash and cash equivalents at end of the year 6 12,623 11,851 The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
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Trajan Group Holdings Limited 3 0 June 202 6 34 | Page NOTES TO FINANCIAL STATEMENTS 1. MATERIAL ACCOUNTING POLICY INFORMATION The principal accounting policies that are material to the Group are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. Basis of preparation These general-purpose financial statements have been prepared in accordance with Australian Accounting Standards, Interpretations and other applicable authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001 a s appropriate for for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board ('IASB'). The financial statements cover Trajan Group Holding Limited (the Company) and its controlled entities as a Group. The Company is a for-profit company limited by shares, incorporated and domiciled in Australia. The address of the Company’s registered office and principal place of business is 7 Argent Place Ringwood, Victoria, Australia. The financial statements were authorised for issue in accordance with a resolution of the Directors on 2 7 August 2026. Historical cost convention The financial statements have been prepared under the historical cost convention except for, where applicable, the revaluation of financial assets and liabilities at fair value through profit or loss, financial assets at fair value through other comprehensive income, certain classes of property, plant and equipment and derivative financial instruments. Critical accounting estimates The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in Note 2. Parent entity information In accordance with the Corporations Act 2001, these financial statements present the results of the Group only. Supplementary information about the parent entity is disclosed in Note 32. Principles of consolidation The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Trajan Group Holdings Ltd ('Company') as at 30 June 2026 and the results of all subsidiaries for the year then ended. Trajan Group Holdings Limited and its subsidiaries together are referred to in these financial statements as the 'Group'. Subsidiaries are all those entities over which the Group has control. Th e Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are de-consolidated from the date that control ceases. Intercompany transactions, balances and unrealised gains on transactions between entities in the Group are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting pol icies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
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Trajan Group Holdings Limited 3 0 June 202 6 35 | Page Principles of consolidation (continued) The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable to the Company. Where the Group loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-controlling interest in the subsidiary together with any cumulative translation differences recognised in equity. The Group recognises the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in profit or loss. Foreign currency translation The financial statements are presented in Australian dollars, which is Trajan Group Holdings Limited’s functional and presentation currency. Transactions and balances Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rates at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange a t the reporting date. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction. Non -monetary items measured at fair value in a foreign currency a re translated using the exchange rates at the date when the fair value was determined. Group companies On consolidation, the assets and liabilities of foreign operations are translated into Australian dollars at the rate of exchange prevailing at the reporting date and their statements of profit or loss are translated at exchange rates prevailing at the dates of the transactions. The exchange differences arising on translation for consolidation are recognised in other comprehensive income. On disposal of a foreign operation, the component of other comprehensive income relating to that particular foreign oper ation is recognised in profit or loss. Revenue recognition The Group recognises revenue as follows: Revenue from contracts with customers Revenue is recognised at an amount that reflects the consideration to which the Group is expected to be entitled in exchange for transferring goods or services to a customer. For each contract with a customer the Group: identifies the contract with a customer; identifies the performance obligations in the contract; determines the transaction price which takes into account estimates of variable consideration and the time value of money; allocates the transaction price to the separate performance obligations on the basis of the relative stand-alone selling price of each distinct good or service to be delivered; and recognises revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services promised. Provision of services Revenue recognition relating to the provision of services is determined with reference to the stage of completion of the transaction at the end of the reporting date and where outcome of the contract can be estimated reliably. Stage of completion is determ ined with reference to the services performed to date as a percentage of total anticipated services to be performed. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent that related expenditure is recoverable.
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Trajan Group Holdings Limited 3 0 June 202 6 36 | Page Revenue recognition (continued) Interest income Revenue is recognised as the interest accrues using the effective interest method, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset) to the net carrying amount of the financial asset. Sale of goods Revenue from the sale of goods is recognised when the Group has transferred to the buyer the significant risks and rewards of ownership of the goods and the costs in respect of the transaction can be reliably measured. Risks and rewards are considered pass ed to the buyer at the time of delivery of the goods to the customer. Other revenue Other revenue is recognised when it is received or when the right to receive payment is established. Income tax The income tax expense (income) for the year comprises current income tax expense (income) and deferred tax expense (income). Current Income Tax Current income tax expense charged to profit or loss is the tax payable on taxable income. Current tax liabilities (assets) are therefore measured at the amounts expected to be paid to (recovered from) the relevant taxation authority. Deferred Tax Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well as unused tax losses. Current and deferred income tax expense (income) is charged or credited directly to equity instead of profit or loss when the tax relates to terms that are credited or charged directly to equity. Except for business combinations, no deferred income tax is recognised from the initial recognition of an asset or liability where there is no effect on accounting or taxable profit or loss. Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, and their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability. Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised. Where temporary differences exist in relation to investments in subsidiaries, branches, associates and joint ventures, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be controlled, and it is not probable that the reversal will occur in the foreseeable future. Current tax assets and liabilities are offset where a legally enforceable right of set -off exists and it is intended that net settlement of simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where: • a legally enforceable right of set-off exists; and • the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liability are expected to be recovered or settled.
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Trajan Group Holdings Limited 3 0 June 202 6 37 | Page Current and non-current classification Assets and liabilities are presented in the statement of financial position based on current and non -current classification. An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the Group’s normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting date; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting date. All other assets are classified as non-current. A liability is classified as current when: it is either expected to be settled in the Group's normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting date; or there is no uncondi tional right to defer the settlement of the liability for at least 12 months after the reporting date. All other liabilities are classified as non-current. Deferred tax assets and liabilities are always classified as non-current. Cash and cash equivalents Cash and cash equivalents in the statement of financial position comprise cash at bank and in hand and short- term deposits with an original maturity of three months or less, that are readily convertible to known amounts of cash and which are subject to an insignificant rate of change in value. For the purposes of the statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined above. Trade and other receivables Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any allowance for expected credit losses. Trade receivables are generally due for settlement within 30 days. The Group has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue. Other receivables are recognised at amortised cost, less any allowance for expected credit losses. Contract assets Contract assets are recognised when the Group has transferred goods or services to the customer but where the Company is yet to establish an unconditional right to consideration. Contract assets are treated as financial assets for impairment purposes. Investments and other financial assets Investments and other financial assets are initially measured at fair value. Transaction costs are included as part of the initial measurement, except for financial assets at fair value through profit or loss. Such assets are subsequently measured at eithe r amortised cost or fair value depending on their classification. Classification is determined based on both the business model within which such assets are held and the contractual cash flow characteristics of the financial asset unless, an accounting mismatch is being avoided. Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. When there is no reasonable expectation of recovering part or all of a financial asset, its carrying value is written off. Financial assets at amortised cost A financial asset is measured at amortised cost only if both of the following conditions are met: (i ) it is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and (ii) the contractual terms of the financial asset represent contractual cash flows that are solely payments of principal and interest.
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Trajan Group Holdings Limited 3 0 June 202 6 38 | Page Investments and other financial assets (continued) Financial assets at fair value through profit or loss Financial assets not measured at amortised cost or at fair value through other comprehensive income are classified as financial assets at fair value through profit or loss. Typically, such financial assets will be either: • held for trading, where they are acquired for the purpose of selling in the short -term with an intention of making a profit, or a derivative; or • designated as such upon initial recognition where permitted. Fair value movements are recognised in profit or loss. Impairment of financial assets The Group recognises a loss allowance for expected credit losses on financial assets measured at amortised cost. The measurement of the loss allowance depends upon the Group's assessment at the end of each reporting date as to whether the financial instrum ent's credit risk has increased significantly since initial recognition, based on reasonable and supportable information that is available, without undue cost or effort to obtain. Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month expected credit loss allowance is estimated. This represents a portion of the asset's lifetime expected credit losses that is attributable to a default event that is possible within the next 12 months. Where a financial asset has become credit impaired or where it is determined that credit risk has increased significantly, the loss allowance is based on the asset's lifetime expected credit losses . The amount of expected credit loss recognised is measured on the basis of the probability weighted present value of anticipated cash shortfalls over the life of the instrument discounted at the original effective interest rate. Inventories Raw materials, work in progress and finished goods are stated at the lower of cost and net realisable value on a 'first in first out' basis. Cost comprises of direct materials and delivery costs, direct labour, import duties and other taxes (other than tho se subsequently recoverable by the Group from the taxing authorities), an appropriate proportion of variable and fixed overhead expenditure based on normal operating capacity. Costs of purchased inventory are determined after deducting rebates and discount s received or receivable. Stock in transit is stated at the lower of cost and net realisable value. Cost comprises of purchase and delivery costs, net of rebates and discounts received or receivable. Net realisable value is the estimated selling price in the ordinary course of busi ness less the estimated costs of completion and the estimated costs necessary to make the sale. Property, Plant and Equipment Freehold land and buildings, plant and equipment are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Depreciation is calculated on a straight -line basis over useful life commencing from the time the asset is held ready for use as follows: Land and Building – 33 to 40 years Plant and equipment – 3 to 15 years Leasehold Improvements – 5 to 30 years Furniture and Fittings – 5 to 20 years Motor Vehicles – 4 to 6 years Computer Equipment – 2 to 10 years Computer Software – 2 to 5 years The assets’ residual values, useful lives and amortisation methods are reviewed, and adjusted if appropriate, at each reporting date. When no future economic benefits are expected to arise from the continued use of an item of property, plant and equipment , it is derecognised. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the item) is included in the statement of comprehensive income in the year the item is derecognised.
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Trajan Group Holdings Limited 3 0 June 202 6 39 | Page Right-of-use assets A right-of-use asset is recognised at the commencement date of a lease. The right -of-use asset is measured at cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the commencemen t date net of any lease incentives received, any initial direct costs incurred, and, except where included in the cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and restoring the site or asset. Right-of-use assets are depreciated on a straight -line basis over the unexpired period of the lease or the estimated useful life of the asset, whichever is the shorter. Where the Group expects to obtain ownership of the leased asset at the end of the lease term, the depreciation is over its estimated useful life. Right -of-use assets are subject to impairment or adjusted for any remeasurement of lease liabilities. The Group has elected not to recognise a right -of-use asset and corresponding lease liability for short -term leases with terms of 12 months or less and leases of low -value assets. Lease payments on these assets are expensed to profit or loss as incurred. Derivative financial instruments Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value at each reporting date. The accounting for subsequent changes in fair value depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. Trajan uses derivative financial instruments, such as Forward Exchange Contracts (FECs) to hedge its foreign currency risks. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value on reporting date. Derivatives are carried as current or non-current financial assets when the fair value is positive and as current and non- current financial liabilities when the fair value is negative. Any gains or losses arising from changes in the fair value of derivatives are taken directly to profit or loss. Intangible assets Goodwill Goodwill acquired in a business combination is initially measured at cost being the excess of the cost of the business combination over Trajan’s interest in the net fair value of the acquiree's identifiable assets, liabilities and contingent liabilities. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. Impairment losses on goodwill are taken to profit or loss and are not subsequently reversed. Research and development The Group invests in research and development activities directly and partners with industry experts to help accelerate new product development. Partnering is an important priority for the Group as it significantly increases the quantum, breadth of experience and scale of resources focussed on research and development of new technologies and products for target markets globally, driving future revenue growth. Research costs are expensed in the period in which they are incurred. Development costs are either expensed in the period in which they are incurred or capitalised when it is probable that the project will be a success considering its commercial and techni cal feasibility; the Group is able to use or sell the asset; the Group has sufficient resources; and intent to complete the development and its costs can be measured reliably. Generally, internally generated intangible assets are not capitalised and expenditure is recognised in profit or loss in the year in which the expenditure was incurred. Capitalised development costs are amortised on a straight -line basis over the period of their expected benefit.
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Trajan Group Holdings Limited 3 0 June 202 6 40 | Page Intangible assets (continued) Intangible assets acquired both separately and from a business combination Intangible assets acquired separately or in a business combination are initially measured at cost. The cost of an intangible asset acquired in a business combination is its fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses. Internally generated intangible assets, excluding capitalised development costs, are not capitalised and expenditure is recognised in profit or loss in the year in which the expenditure was incurred. The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets with finite lives are amortised over the useful life and tested for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life is reviewed at least at each financial year end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for prospectively by changing the amortisation period or method, as appropriate, which is a change in accounting estimate. The amortisation expense on intangible assets with finite lives is recognised in profit or loss i n the expense category consistent with the function of the intangible asset. Intangible assets with indefinite useful lives are tested for impairment annually either individually or at the cash- generating unit (CGU) level. Such intangibles are not amortised. The useful life of an intangible asset with an indefinite life is reviewed each reporting date to determine whether indefinite life assessment continues to be supportable. If not, the change in the useful life as sessment from indefinite to finite is accounted for as a change in an accounting estimate and is thus accounted for on a prospective basis. Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the profit and loss when the asset is derecognised. Impairment of non- financial assets Goodwill and other intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other non -financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount . Recoverable amount is the higher of an asset's fair value less costs of disposal and value -in-use. The value- in-use is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit. Trade and other payables Trade payables and other payables are carried at amortised costs and are not discounted due to their short - term nature. They represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services. The amounts are not secured and are usually paid within 30 days of recognition. Contract liabilities Contract liabilities represent the Group’s obligation to transfer goods or services to a customer but where the Group is yet to establish an unconditional right to consideration.
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Trajan Group Holdings Limited 3 0 June 202 6 41 | Page Provisions Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the reporting date. The discount rate used to determine the present value reflects the current market assessments of the time value of money and the risks specific to the liability. The increase in the provision resulting from the passage of time is recognised in finance costs. Employee leave benefits Short - term employee benefits Liabilities for wages and salaries, including non -monetary benefits, annual leave and long service leave expected to be settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled. Other long - term employee benefits Provision is made for employees’ long service leave and annual leave entitlements not expected to be settled wholly within twelve months after the end of the annual reporting date in which the employees render the related service. The liabilities are measured at the present value of the expected future payments to be made to employees. Expected future payments incorporate anticipated future wage and salary levels, durations of service and employee departures and are discounted rates determined by reference to market yields at the end of the reporting date on government bonds that have maturity dates that approximate the terms of the obligations. Upon the remeasurement of obligations for other long-term employee benefits, the net change in the obligation is recognised in profit or loss as a part of employee benefits expense. Defined contribution superannuation expense Contributions to defined contribution superannuation plans are expensed in the period in which they are incurred. Share-based payments Equity-settled and cash-settled share-based compensation benefits are provided to employees. Equity-settled transactions are awards of shares, or options over shares that are provided to employees in exchange for the rendering of services. Cash -settled transactions are awards of cash for the exchange of services, where the amount of cash is determined by reference to the share price. The cost of equity -settled transactions is measured at fair value on grant date. Fair value is independently determined using either the Binomial or Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at gra nt date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non -vesting conditions that do not determine whether the Company receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions. The cost of equity -settled transactions is recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to v est and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.
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Trajan Group Holdings Limited 3 0 June 202 6 42 | Page Share-based payments (continued) The cost of cash-settled transactions is initially, and at each reporting date until vested, determined by applying either the Binomial option pricing model, taking into consideration the terms and conditions on which the award was granted. The cumulative charge to profit or loss until settlement of the liability is calculated as follows: • During the vesting period, the liability at each reporting date is the fair value of the award at that date multiplied by the expired option of the vesting period. • From the end of the vesting period until settlement of the award, the liability is the full fair value of the liability at the reporting date. All changes in the liability are recognised in profit or loss. The ultimate cost of cash -settled transactions is the cash paid to settle the liability. Market conditions are taken into consideration in determining fair value. Therefore, any awards subject to market conditions are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are satisfied. If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification. If the non-vesting condition is within the control of the Company or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the Company or employee and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited. If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as if they were a modification. Earnings per share Basic earnings per share Basic earnings per share is calculated by dividing the profit attributable to the owners Trajan Group Holdings Limited, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year. Diluted earnings per share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after-income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares. Borrowings Borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method. Finance costs Finance costs are expensed in the period in which they are incurred.
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Trajan Group Holdings Limited 3 0 June 202 6 43 | Page Lease liabilities A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate. Lease payments comprise of fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend on an index or a rate are expensed in the period in which they are incurred. Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured if there is a change in the following: future lease payments arising from a change in an index or a rate used; residual guarantee; lea se term; certainty of a purchase option and termination penalties. When a lease liability is remeasured, an adjustment is made to the corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use asset is fully written down. Fair value measurement When an asset or liability, financial or non -financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market. Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non -financial assets, the fair value measurement is based on its highest and best u se. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and transfers bet ween levels are determined based on a reassessment of the lowest level of input that is significant to the fair value measurement. For recurring and non -recurring fair value measurements, external valuers may be used when internal expertise is either not available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where applicable, with external sources of data. Issued capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Dividends Dividends are recognised when declared during the financial year and no longer at the discretion of the Group.
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Trajan Group Holdings Limited 3 0 June 202 6 44 | Page Goods and Services Tax ('GST') and other similar taxes Revenues, expenses and assets are recognised net of the amount of GST except: • where the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and • receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial position. Cash flows are included in the statement of cash flows on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority is classified as part of operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority. Rounding of amounts The Group is of a kind referred to in Corporations Instrument 20 26/183, 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. New Accounting Standards and Interpretations not yet mandatory or early adopted Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the Group for the annual reporting period ended 30 June 2026. The Group has not yet assessed the impact of these new or amended Accounting Standards and Interpretations. 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 101 '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 l oss 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 consolidated entity will adopt this standard from 1 July 2027, and it is expected that there will be a change to the layout of the statement of profit or loss and other comprehensive income. 2. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable unde r the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below.
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Trajan Group Holdings Limited 3 0 June 202 6 45 | Page 2. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (CONTINUED) Allowance for expected credit losses The allowance for expected credit losses assessment requires a degree of estimation and judgement. It is based on the lifetime expected credit loss, grouped based on days overdue, and makes assumptions to allocate an overall expected credit loss rate for e ach group. These assumptions include recent sales experience, historical collection rates, and forward -looking information that is available. The allowance for expected credit losses, as disclosed in Note 7, is calculated based on the information available at the time of preparation. The actual credit losses in future years may be higher or lower. Provision for stock obsolescence The provision for stock obsolescence assessment requires a degree of estimation and judgement. The level of the provision is assessed by taking into account the recent sales experience, the ageing of inventories and other factors that affect inventory obsolescence. Recovery of deferred tax assets Deferred tax assets are recognised for deductible temporary differences only if the consolidated entity considers it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Share - based payment transactions The Group measures the cost of equity -settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using either the Binomial or 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. Refer to note 23 for further information. Income tax The Group is subject to income taxes in the jurisdictions in which it operates. Significant judgement is required in determining the provision for income tax. There are many transactions and calculations undertaken during the ordinary course of business fo r which the ultimate tax determination is uncertain. The Group recognises liabilities for anticipated tax audit issues based on the Group's current understanding of the tax law. Where the final tax outcome of these matters is different from the carrying am ounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made. Incremental borrowing rate Where the interest rate implicit in a lease cannot be readily determined, an incremental borrowing rate is estimated to discount future lease payments to measure the present value of the lease liability at the lease commencement date. Such a rate is based on what the consolidated entity estimates it would have to pay a third party to borrow the funds necessary to obtain an asset of a similar value to the right -of-use asset, with similar terms, security and economic environment. Employee benefits provision As discussed in Note 1, the liability for employee benefits expected to be settled more than 12 months from the reporting date are recognised and measured at the present value of the estimated future cash flows to be made in respect of all employees at the reporting date. In determining the present value of the liability, estimates of attrition rates and pay increases through promotion and inflation have been taken into account.
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Trajan Group Holdings Limited 3 0 June 202 6 46 | Page 2. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (CONTINUED) Estimation of useful lives of assets The Group determines the estimated useful lives and related depreciation and amortisation charges for its property, plant and equipment and finite life intangible assets. The useful lives could change significantly as a result of technical innovations or s ome other event. The depreciation and amortisation charge will increase where the useful lives are less than previously estimated lives, or technically obsolete or non -strategic assets that have been abandoned or sold will be written off or written down. Allocation of Transaction Price for Capital Equipment Sales The Group's capital equipment sales generally include two performance obligations: (a) delivery of the equipment and (b) associated consultation and/or installation services. As contracts do not separately specify the price of each obligation, management e stimates their standalone selling prices using a cost - plus - margin approach based on installation costs (labour and travel), the Group's typical gross margin, internal cost data, and third - party installation rates. The transaction price is then allocated on a relative basis. Revenue from equipment delivery is recognised at a point in time upon transfer of control, while installation revenue is recognised over time as the services are performed. Lease term The lease term is a significant component in the measurement of both the right - of - use asset and lease liability. Judgement is exercised in determining whether there is reasonable certainty that an option to extend the lease or purchase the underlying asset will be exercised, or an option to terminate the lease will not be exercised, when ascertaining the periods to be included in the lease term. In determining the lease term, all facts and circumstances that create an economical incentive to exercise an ext ension option, or not to exercise a termination option, are considered at the lease commencement date. Factors considered may include the importance of the asset to the Group's operations; comparison of terms and conditions to prevailing market rates; incu rrence of significant penalties; existence of significant leasehold improvements; and the costs and disruption to replace the asset. The Group reassesses whether it is reasonably certain to exercise an extension option, or not exercise a termination option , if there is a significant event or significant change in circumstances. Goodwill and other indefinite life intangible assets The Group tests annually, or more frequently if events or changes in circumstances indicate impairment, whether goodwill and other indefinite life intangible assets have suffered any impairment, in accordance with the accounting policy stated in Note 1. Th e recoverable amounts of cash -generating units have been determined based on value-in-use calculations. These calculations require the use of assumptions, including estimated discount rates based on the current cost of capital and growth rates of the estim ated future cash flows. Refer to note 11 for further information. 3. OPERATING SEGMENTS An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to the transactions with any of the Group’s other components. Operating segments are presented using the 'management approach', where the information presented is on the same basis as the internal reports provided to the Chief Financial Officer ('CFO'). All operating segment results are reviewed regularly by the Group’s CFO and CEO to make decisions about resources to be allocated to the segment and to assess its performance.
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Trajan Group Holdings Limited 3 0 June 202 6 47 | Page 3. OPERATING SEGMENTS (CONTINUED) The ‘Corporate Services’ category includes activities that do not qualify as an operating segment, as well as the activities which do not meet the disclosure requirements of a reportable segment, including shared support and administrative services across the Group and non-core activities of the Group. Types of products and services The principal products and services of each of these operating segments are as follows: Components and Consumables includes parts, supplies, components and consumable products across the Group. Capital Equipment includes Robotic Workflow Automation systems, on -line instruments, laboratory instruments, and related parts and services. Disruptive Technologies includes miniaturised, portable instrumentation ; and all p roducts and services related to microsampling (devices, services, and other related investments). Intersegment receivables, payables and loans There are no intersegment receivables, payables and loans. Transfer between segments All transactions and transfers between segments are generally determined on an arm’s length basis and are included within the relevant categories of income and expense. These transactions eliminate on consolidation. Major customers During the year ended 30 June 202 6, Trajan had a major customer that individually accounted for more than 10% of total consolidated revenue. $28.2M (2025: $34.2M) of the revenue was derived from the sales to this analytical instrumentation manufacturing company. No other single customers contributed 10% or more to the Group’s revenue for the year. Geographical areas The Group’s geographical regions are based on the location of markets. Segment non -current assets are allocated based on where the assets are located. The Group operates predominantly in Asia (Malaysia, Japan and Australia and New Zealand (ANZ)), USA and Europe, Middle East, Africa, and India (EMEA). Asia USA EMEA $'000 $'000 $'000 30 June 2026 Revenue from external customers 37,059 62,248 62,070 Non-current assets10 15,177 66,174 30,657 30 June 2025 Revenue from external customers 27,869 75,417 63,176 Non-current assets10 16,406 73,082 33,685 10 Non- current assets other than financial instruments, deferred tax assets, post -employment benefits assets and rights arising under insurance contracts.
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Trajan Group Holdings Limited 3 0 June 202 6 48 | Page 3. OPERATING SEGMENTS (CONTINUED) Components and Consumables Capital Equipment Disruptive Techno- logies Corporate Services Total Consolidated - 2026 $'000 $'000 $'000 $'000 $'000 Revenue Sales to external customers 102,563 52,929 5,885 - 161,377 Total sales revenue 102,563 52,929 5,885 - 161,377 Other revenue - - - - - Total segment revenue 102,563 52,929 5,885 - 161,377 Unallocated revenue: Realised/unrealised foreign currency losses from trading activities 22 Realised/unrealised foreign currency losses from FEC 15 Other income 430 Total other (expense)/ income 467 EBITDA 31,949 8,513 (612) (27,891) 11,959 Depreciation and amortisation of ROU assets (3,377) (421) (245) (1,943) (5,986) Amortisation (goodwill and intangible assets) (1,895) (602) (41) (200) (2,738) Interest revenue - - - 4 4 Interest expense (474) (7) (13) (3,456) (3,950) Loss before income tax expense (711) Income tax benefit 88 Loss after income tax expense (623) Assets Segment assets 22,513 6,481 790 - 29,784 Unallocated assets: Cash and cash equivalents 12,623 Trade receivables 22,115 Other assets 2,563 Income tax receivables 261 Financial assets 137 Property, plant and equipment 21,817 Right-of-use assets 9,340 Goodwill and Intangibles 80,851 Deferred tax assets 4,453 Total assets 183,944 Liabilities Unallocated liabilities: Trade and other payables 13,695 Financial liabilities 216 Lease liabilities 10,917 Provisions 9,705 Income tax payable 1,116 Deferred tax liabilities 2,631 Loans and borrowings 47,195 Total liabilities 85,475
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Trajan Group Holdings Limited 3 0 June 202 6 49 | Page 3. OPERATING SEGMENTS (CONTINUED) Components and Consumables Capital Equipment Disruptive Techno- logies Corporate Services Total Consolidated - 2025 $'000 $'000 $'000 $'000 $'000 Revenue Sales to external customers 102,679 58,632 5,151 - 166,462 Total sales revenue 102,679 58,632 5,151 - 166,462 Other revenue - - - - - Total segment revenue 102,679 58,632 5,151 - 166,462 Unallocated revenue: Realised/unrealised foreign currency losses from trading activities (490) Realised/unrealised foreign currency gains from FEC (837) Rental income 38 Losses on financial instruments (62) Other income 495 Total other income (856) EBITDA 34,875 9,096 (1,520) (29,528) 12,923 Depreciation and amortisation of ROU assets (5,277) (411) (314) (1,980) (7,982) Amortisation (goodwill and intangible assets) (1,976) (444) (60) (493) (2,973) Interest revenue - - - 10 10 Interest expense (721) (16) (11) (2,960) (3,708) Loss before income tax expense (1,730) Income tax expense (2,730) Loss after income tax expense (4,460) Assets Segment assets 21,552 7,224 353 - 29,129 Unallocated assets: Cash and cash equivalents 11,851 Trade receivables 23,428 Other assets 2,334 Income tax receivables 846 Financial assets 137 Property, plant and equipment 23,828 Right-of-use assets 12,565 Goodwill and Intangibles 86,780 Deferred tax assets 4,735 Total assets 195,633 Liabilities Unallocated liabilities: Trade and other payables 19,093 Financial liabilities 231 Lease liabilities 14,102 Provisions 9,745 Income tax payable 1,420 Deferred tax liabilities 4,032 Loans and borrowings 41,390 Total liabilities 90,013
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Trajan Group Holdings Limited 3 0 June 202 6 50 | Page 4. REVENUE AND EXPENSES Consolidated 2026 $’000 2025 $’000 a) Revenue Rendering of services (over time) 5,279 4,242 Sale of goods (at a point in time) 156,098 162,220 Total revenue 161,377 166,462 The Group disaggregates revenue by operating segment. Refer Note 3 Operating Segments for revenue by operating segment and geographical split. Refer Note 7 for further information on cont ract assets and Note 14 for further information on contract liabilities. b) Other (expenses)/ income Realised/unrealised foreign currency losses from trading activities 22 (490) Realised/unrealised foreign currency (losses)/ gains from FEC 15 (837) Rental income - 38 Losses on financial instruments - (62) Other income 430 495 Total other income/ (expenses) 467 (856) c) Employee and Directors’ benefits expenses Salaries and wages (i) (56,023) (56,319) Post-employment benefits (4,352) (4,247) Provision for long term incentive plan (380) (536) Salaries and wages, post -employment benefits and taxes allocated to cost of sales 32,104 32,497 Taxes, insurance and amenities (8,149) (9,149) Total employee and Directors’ benefits expenses (36,800) (37,754) (i) Restructuring costs of $0.6M (2025: $0.6M) incurred during the year d) General admin and marketing expenses Travel and entertainment expenses (1,625) (1,389) Professional and license fees (ii) (4,727) (4,935) Advertising expenses (941) (871) Operational expenses (3,589) (4,042) Communication expenses (1,391) (1,081) Total general admin and marketing expenses (12,273) (12,318) (ii) Restructuring costs of $0.6M (2025: $1.0M) incurred during the year.
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Trajan Group Holdings Limited 3 0 June 202 6 51 | Page 4. REVENUE AND EXPENSES (CONTINUED) Consolidated 2026 $’000 2025 $’000 e) Occupancy expenses Short-term and low-value assets lease payments (57) (134) Repairs and maintenance (785) (901) Utilities and cleaning (1,871) (1,696) Building costs (465) (423) Property taxes (442) (489) Occupancy expenses allocated to cost of goods sold 2,083 2,307 Total occupancy expenses (1,537) (1,336) f) Finance expenses Interest and finance charges paid/payable on borrowings (3,147) (2,938) Interest income 4 10 (3,143) (2,928) Interest and finance charges paid/payable on lease liabilities (803) (770) Interest expenses allocated to cost of sales 433 402 Interest expenses (3,513) (3,296) Bank and sundry charges (427) (553) Early settlement charges (246) (402) Bad debts and impairments (40) (1) Impairment of GST (2) (34) Total finance expenses (4,228) (4,286) g) Depreciation Depreciation on property, plant and equipment (Note 12) (3,500) (5,605) Depreciation on right-of-use assets (2,486) (2,377) Minor assets expensed - (6) (5,986) (7,988) Depreciation on assets allocated to cost of sales 1,258 3,541 Depreciation on right -of-use assets allocated to cost of sales 1,179 1,074 Total depreciation (3,549) (3,373)
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Trajan Group Holdings Limited 3 0 June 202 6 52 | Page 5. INCOME TAX EXPENSE Consolidated 2026 $’000 2025 $’000 Income tax (expense)/ benefit Current tax (expense)/ benefit (1,063) (1,100) Deferred tax (expense)/ benefit - Origination and reversal of temporary differences 1,750 (2,030) Deferred tax benefit /(expense) - Carry forward tax losses (631) 487 Over/ (under)provision of tax in prior periods 32 (87) Total income tax (expense)/ benefit 88 (2,730) A reconciliation between tax expense and the product of accounting profit multiplied by Australia’s domestic tax rate as follows: Prima facie income tax payable on loss before income tax (711) (1,730) At Australia’s income tax rate of 30% (2025: 30%) 213 519 Add/ (less) tax effect of; Adjustment relating to prior years 32 (87) Temporary difference due to intercompany foreign exchange revaluation 1,505 (918) Unrealised profit from inventory at group level 281 - Research and development tax benefit 566 514 Non-deductible expenses (47) (14) Employee share options (114) (161) Other non-allowable items 56 (64) Derecognition of deferred tax assets in US subsidiary (Note 16(c)) (1,836) (1,462) Effect of different tax rates in overseas entities (i) (568) (1,057) Income tax (expense)/ benefit attributable to profit 88 (2,730) (i) Difference in overseas tax rate is largely related to the US subsidiary which was in a net loss position. US subsidiary is taxed at corporate income tax of 21%. 6. CURRENT ASSETS - CASH AND CASH EQUIVALENT For the purposes of the statement of cash flows, cash and cash equivalents are comprised of the following: Cash at bank and in hand 12,623 11,398 Cash equivalents - 453 Total cash and cash equivalent 12,623 11,851 Cash equivalents are bank drafts and DENSAI receivable by Trajan Scientific Japan Inc.
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Trajan Group Holdings Limited 3 0 June 202 6 53 | Page 7. CURRENT ASSETS - TRADE RECEIVABLES Consolidated 2026 $’000 2025 $’000 Trade receivables 22,115 23,428 Total trade and other receivables 22,115 23,428 Trade receivables are non -interest bearing and are generally on 30 to 90 -day terms. Due to the short -term nature of these receivables, their carrying value is assumed to approximate their fair value. Allowance for expected credit losses The Group has not experienced instances of material non-payment from its customers over the past 12 months and has used their repayment pattern as a basis for estimation to estimate its Expected Credit Losses (ECL) for the current year. The Group did not d etermine the default risk of its financial instruments as most of its trade receivables are historical clients that have no bad debt history. Hence no ECL is recognised for the year ended 30 June 2026 (2025: $nil). Ageing of trade receivables The ageing of the trade receivables (grouped based on the age of the invoice) are as follows: Carrying amount 2026 2025 $'000 $'000 0-30 Days 13,635 18,714 31-60 Days 4,762 3,799 61-90 Days 1,857 770 Over 90 Days 1,861 145 22,115 23,428 8. CURRENT ASSETS - INVENTORIES Consolidated 2026 $’000 2025 $’000 Raw materials 9,412 9,296 Work in progress 9,207 8,418 Finished goods 15,261 14,488 Provision for stock obsolescence (4,668) (4,630) Stock for demonstrations 572 1,557 Total inventories 29,784 29,129
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Trajan Group Holdings Limited 3 0 June 202 6 54 | Page 9. CURRENT ASSETS- OTHER ASSETS Consolidated 2026 $’000 2025 $’000 Prepayments 1,962 2,016 Prepaid insurance on retirement - Japan 119 119 Other receivables 398 111 GST (or equivalent) receivables 50 53 Deposits on purchases 34 35 Total other assets 2,563 2,334 10. NON-CURRENT ASSETS – FINANCIAL ASSETS Non-current financial assets Financial assets at fair value through profit or loss Unlisted ordinary shares in LBPR Pty Ltd 137 137 Total non-current financial assets 137 137 11. NON-CURRENT ASSETS – GOODWILL AND INTANGIBLES Change in estimates – Chromatography Research Supplies (CRS) Cash -generating units Over the past three years, the CRS business has become increasingly integrated within the Components & Consumables (C&C) segment. Customers now purchase a broader range of Trajan Group products, employees collaborate across the C&C segment, and CRS’s manuf acturing footprint has expanded from its original US location to also include the Malaysia site, where other Trajan products are produced. As a result of this integration, the CGU has shifted from the CRS level to the C&C segment level, representing the lowest level at which independent cash inflows are generated, and performance is assessed. While LEAP PAL Parts (LPP) contributes partially to the C&C Segment, it has been excluded from the redefined CGU as it generates largely independent cash inflows and is therefore identified as a separate CGU. This change represents a change in accounting estimate applied prospectiv ely and does not constitute a change in accounting policy. There is no change to the allocation of goodwill.
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Trajan Group Holdings Limited 3 0 June 202 6 55 | Page 11. NON -CURRENT ASSETS – GOODWILL AND INTANGIBLES (CONTINUED) Change in estimates – Chromatography Research Supplies (CRS) Cash generating units (continued) Allocation of Goodwill and amortisable acquired intangible assets Balance^ CRS $’000 LPP $’000 Axel Semrau $’000 C&C Segment excluding LPP $’000 As at 30 June 2026 48,224** 6,672 23,273 - Re-allocation (48,224) - - 48,224 As at 30 June 2026 - 6,672 23,273 48,224 ^Includes goodwill and amortised acquired intangible assets ** Includes $2 9. 4 M of goodwill and $ 18.9 M of acquired intangible assets. Consolidated 2026 $’000 2025 $’000 Goodwill – Grale 765 765 Goodwill – Axel Semrau 21,134 22,862 Goodwill – LEAP PAL Parts (LPP) 5,142 5,399 Goodwill – C&C Segment excluding LPP 29,367 - Goodwill – Chromatography Research Supplies (CRS) - 30,835 Total goodwill 56,408 59,861 Patents 768 572 Customer relationships 21,399 24,817 Trademark 17 66 Marketing relationships 150 234 Technology 959 1,230 Software 1,150 - Total intangible assets 24,443 26,919 Total goodwill and intangibles 80,851 86,780
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Trajan Group Holdings Limited 3 0 June 202 6 56 | Page 11. NON-CURRENT ASSETS – GOODWILL AND INTANGIBLES (CONTINUED) Reconciliations Reconciliations of the written down values at the beginning and end of the current financial year are set out below: Goodwill $’000 Patent $’000 Customer relationships $’000 Trademark $’000 Marketing relationships $’000 Technology $’000 Software $’000 Total $’000 1 July 2024 57,154 467 26,655 102 547 1,281 - 86,206 FX revaluation 2,707 57 482 8 10 129 - 3,393 Net addition/(disposal) - 154 - - - - - 154 Impairment expense - - - - - - - - Amortisation expense - (106) (2,320) (44) (323) (180) - (2,973) 30 June 2025/ 1 July 2025 59,861 572 24,817 66 234 1,230 - 86,780 FX revaluation (3,453) 92 (1,185) (4) (10) (86) (12) (4,658) Net addition/(disposal) - 165 - - - - - 165 Reclassification from Property, plant and equipment - - - - - - 1,303 1,303 Amortisation expense - (61) (2,233) (45) (74) (185) (141) (2,739) 30 June 2026 56,408 768 21,399 17 150 959 1,150 80,851
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Trajan Group Holdings Limited 3 0 June 202 6 57 | Page 11. NON-CURRENT ASSETS – GOODWILL AND INTANGIBLES (CONTINUED) Impairment testing (continued) The Group performs its impairment testing annually, or more often if deemed necessary, as at 30 June using a value-in-use (VIU), discounted cash flow methodology. For VIU calculations, cash flow projections are based on Trajan’s business forecasts prepared by management and approved by the Board. The business forecasts are developed annually with a five -year outlook and, for these calculations, are adjusted to exclu de the costs and benefits of expansion capital and on the understanding that actual outcomes may differ from the assumptions used. Cash flows beyond the five -year business forecasts are projected using estimated terminal value, which are based on the Group’s estimation, taking into consideration historical performance as well as expected long - term operating conditions. Discount rates used in the calculations are based on the weighted average cost of capital determined by prevailing or benchmarked market inputs, risk adjusted where necessary. Increases in discount rates or changes in other key assumptions, such as operating conditions or financial performance may cause the recoverable amounts to fall below carrying values. The key assumptions used for assessing the recoverable amount of these CGUs are set out below. • Revenue and margins The forecast revenue growth rates were based on historical experience and management’s best estimates of long -term projection , adjusted for the strategic opportunities within each CGU . The margins were based on historic margins and were expected to improve modestly throughout the period in the mature CGUs. The compounded revenue growth range is between 4.0% to 10.0%. • Compared to prior years, management have adjusted their estimation of the increase in operating costs and overheads, and also an effort by the Group to contain costs. • Discount rate and terminal value The discount rate reflects management’s estimate of the time value of money and the Group’s weighted average cost of capital adjusted for the acquired entities, the risk -free rate and the volatility of the share price relative to market movements. Manageme nt believes the projected 3% terminal revenue growth rate is prudent and justified, based on the general slowing in the market. 2026 2025 Axel Semrau Pre-tax discount rate 16.3% 16.3% Terminal value 3.0% 3.0% LPP Pre-tax discount rate 28.6% 28.6% Terminal value 3.0% 3.0% CRS Pre-tax discount rate - 20.8% Terminal value - 3.0% C&C Segment excluding LPP Pre-tax discount rate 19.6% - Terminal value 3.0% -
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Trajan Group Holdings Limited 3 0 June 202 6 58 | Page 11. NON-CURRENT ASSETS – GOODWILL AND INTANGIBLES (CONTINUED) Sensitivity As disclosed in Note 2, the Directors have made judgements and estimates in respect of impairment testing of goodwill. Should these judgements and estimates not occur the resulting goodwill carrying amount may decrease. The sensitivities are as follows: Axel Semrau • Revenue growth rate would need to decrease by more than 5.4% for Axel Semrau before goodwill would need to be impaired, with all other assumptions remaining constant. • The margin would be required to decrease by more than 6.0% points for Axel Semrau before goodwill would need to be impaired, with all other assumptions remaining constant. LPP • Revenue growth rate would need to decrease by more than 10.0% for LPP before goodwill would need to be impaired, with all other assumptions remaining constant. • The margin would be required to decrease by more than 9.2 % points for LPP before goodwill would need to be impaired, with all other assumptions remaining constant. C&C Segment excluding LPP • Revenue growth rate would need to decrease by more than 1.0% for the segment before goodwill would need to be impaired, with all other assumptions remaining constant. • The margin would be required to decrease by more than 1.4% points for the segment before goodwill would need to be impaired, with all other assumptions remaining constant. Other than as noted above, management believes that no other reasonable changes in key assumptions used in the determination of the recoverable value of CGUs would not result in a material impairment to the Group.
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Trajan Group Holdings Limited 3 0 June 202 6 59 | Page 12. NON-CURRENT ASSETS – PROPERTY, PLANT & EQUIPMENT 2026 Land & Building $’000 Plant & Equipment $’000 Furniture & Fittings $’000 Computer Software & Equipment $’000 Motor Vehicles $’000 Leasehold Improve -ment $’000 Capital in Progress $’000 Total $’000 Cost at 1 July 2025 10,774 18,123 6,033 5,737 397 2,740 1,794 45,598 Additions 30 1,887 29 210 449 48 886 3,539 Disposals - (86) (14) - (37) - (51) (188) Transfer in/(out) - 132 - 24 - - (156) - Exchange rate impact (479) (196) (260) (112) (22) (42) (53) (1,164) Reclassification to intangibles - - - (1,303)11 - - - (1,303) Balance at 30 June 2026 10,325 19,860 5,788 4,556 787 2,746 2,420 46,482 Depreciation and impairment as at 1 July 2025 (1,281) (10,322) (4,247) (3,707) (148) (2,065) - (21,770) Depreciation charge (414) (2,288) (405) (395) (96) (233) - (3,831) Disposals - 4 14 6 30 - - 54 Exchange rate impact 49 212 189 48 6 47 551 Reclassification to intangibles - - - 33111 - - - 331 Balance at 30 June 2026 (1,646) (12,394) (4,449) (3,717) (208) (2,251) - (24,665) Cost at 30 June 2026 10,325 19,860 5,788 4,556 787 2,746 2,420 46,482 Accumulated depreciation and impairment (1,646) (12,394) (4,449) (3,717) (208) (2,251) - (24,665) Net carrying value at 30 June 2026 8,679 7,466 1,339 839 579 495 2,420 21,817 11 During the year, the Mass Spec Studio (MSS) software (net $1.0M) was reclassified from Computer Software & Equipment to Intangible Assets to align its classification wit h the underlying nature of the asset and its expected pattern of economic benefit.
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Trajan Group Holdings Limited 3 0 June 202 6 60 | Page 12. NON-CURRENT ASSETS – PROPERTY, PLANT & EQUIPMENT (CONTINUED) 2025 Land & Building $’000 Plant & Equipment $’000 Furniture & Fittings $’000 Computer Software & Equipment $’000 Motor Vehicles $’000 Leasehold Improve -ment $’000 Capital in Progress $’000 Total $’000 Cost at 1 July 2024 10,146 15,763 5,910 4,133 230 2,701 1,835 40,718 Additions - 947 32 1,58412 500 - 1,260 4,323 Disposals - (78) - (15) (350) - (17) (460) Transfer in/(out) - 1,295 - 3 - - (1,298) - Exchange rate impact 628 196 91 32 17 39 14 1,017 Balance at 30 June 2025 10,774 18,123 6,033 5,737 397 2,740 1,794 45,598 Depreciation and impairment as at 1 July 2024 (836) (8,623) (1,984) (2,753) (102) (1,786) - (16,084) Depreciation charge (437) (1,600) (2,256) 13 (966)8 (81) (265) - (5,605) Disposals - 28 - 18 44 - - 90 Exchange rate impact (8) (127) (7) (6) (9) (14) - (171) Balance at 30 June 2025 (1,281) (10,322) (4,247) (3,707) (148) (2,065) - (21,770) Cost at 30 June 2025 10,774 18,123 6,033 5,737 397 2,740 1,794 45,598 Accumulated depreciation and impairment (1,281) (10,322) (4,247) (3,707) (148) (2,065) - (21,770) Net carrying value at 30 June 2025 9,493 7,801 1,786 2,030 249 675 1,794 23,828 12 The addition is mainly related to $1.3M acquisition of software known as Mass Spec Studio which Trajan believes will compliment the Company’s HDX automation platforms and significantly enhance the Company’s market leading position in the field of HDX analysis and applications. 13 Acceleration of depreciation of $1.5M in US during the year. The depreciation charge is made up of $1.4M in Furniture Fittings and $0.1M in Computer Software & Equipment.
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Trajan Group Holdings Limited 3 0 June 202 6 61 | Page 13. NON-CURRENT ASSETS – RIGHT-OF-USE ASSETS Consolidated 2026 $’000 2025 $’000 Land and buildings – right-of-use assets 19,605 20,767 Less: Accumulated depreciation (10,571) (8,658) 9,034 12,109 Plant and equipment – right-of-use assets 539 865 Less: Accumulated depreciation (233) (409) 306 456 Total 9,340 12,565 The Group leases land and buildings for its offices and warehouses under agreements of between five to fifteen years. The Group usually has rights to renew the lease arrangement that are reasonably certain to be exercised and therefore may have long, effective lease terms. The rental payments associated with each lease varies according to the amount of space rented and the location of the lease. However, in most cases the rental payments are indexed annually in line with the relevant national consumer pricing index. The Group also leases office equipment under agreements of between three to seven years. The Group leases motor vehicle under agreements of two to three years. Leases that are either short -term or low-value have been expensed as incurred and not capitalised as right - of-use assets. Additions to the right of use assets during the year were $0.8M (2025: $4.1M). 14. CURRENT LIABILITIES – TRADE AND OTHER PAYABLES Trade payables 8,441 11,141 Accruals 3,660 6,432 GST (or equivalent) payables 211 105 Contract liabilities 1,383 1,415 Total 13,695 19,093 The carrying amounts of trade and other payables are assumed to approximate their fair values due to their short-term nature. The carrying amount of contract liabilities relates to performance obligations that are unsatisfied at the end of the reporting period. The amount is expected to be recognised as revenue in the next 12 months.
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Trajan Group Holdings Limited 3 0 June 202 6 62 | Page 15. PROVISIONS Consolidated 2026 $’000 2025 $’000 Current liability Annual leave 5,427 5,582 Long service leave – Australia 3,989 3,751 9,416 9,333 Non-current liability Long service leave – Australia 289 412 289 412 Total provisions 9,705 9,745 16. NON-CURRENT – DEFERRED TAX ASSETS AND LIABILITIES Deferred tax assets 4,453 4,735 Deferred tax liabilities (2,631) (4,032) Total net deferred tax assets/ (liabilities) 1,822 703 a) Deferred tax assets Deferred tax asset comprises temporary differences attributable to: Amounts recognised in profit or loss: Plant and equipment 180 194 Employee benefits 2,209 2,126 Right-of-use assets (1,115) (1,287) Leases 1,480 1,613 Accrued expenses 78 92 Business capital costs 81 203 Borrowing costs 89 - Carried forward tax losses (i) 1,150 1,781 Others 301 13 4,453 4,735 Amounts recognised in equity: Transaction costs on share issue - - - - 4,453 4,735
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Trajan Group Holdings Limited 3 0 June 202 6 63 | Page 16. NON -CURRENT – DEFERRED TAX ASSETS AND LIABILITIES (CONTINUED) a) Deferred tax assets (continued) Consolidated 2026 $’000 2025 $’000 Movement Opening balance 4,735 4,670 Credited to profit or loss 349 (422) Credited to carried forward tax losses (i) (631) 487 Credited to equity - - Closing balance 4,453 4,735 (i) The Group recognised a deferred tax assets of $1.2M (2025: $1.8M) relating to carried forward tax losses that are considered to be able to be offset against the Group’s taxable profits expected to arise in the future periods. The Group has concluded that the deferred tax assets will be recoverable using the estimated future taxable income based on the approved budget for the Australia group. The Australia group is expected to generate stable income from 2027 onwards. The losses can be carried forward indefinitely and have no expiry date. b) Deferred tax liabilities Deferred tax liabilities comprise temporary differences attributable to: Amounts recognised in profit or loss: Intangible assets (2,170) (1,854) Plant and equipment (174) (170) Unrealised gain on foreign exchange (287) (2,008) (2,631) (4,032) Movement Opening balance (4,032) (2,424) Credited to profit or loss 1,401 (1,608) Closing balance (2,631) (4,032) c) Unrecognised deferred tax assets As of 30 June 202 6, US subsidiary has $ 6.7M (2025: $4.9M) of unrecognised deferred tax assets in respect of deductible temporary differences. The deferred tax assets have been derecognised because at the reporting date, based on the historical cumulative pre-tax book losses of the US subsidiary , it is deemed not probable that future taxable profit will be available against which the US subsidiary can use the benefit therefrom. The US subsidiary assesses the recognition of deferred tax assets on annual basis. In assessing the recognition of deferred tax assets, the US subsidiary considers all positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, and past financial performance.
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Trajan Group Holdings Limited 3 0 June 202 6 64 | Page 17. FINANCIAL LIABILITIES Consolidated 2026 $’00 2025 $’000 Current liability Foreign exchange contracts 216 231 Total 216 231 18. LOANS AND BORROWINGS Current liability Bank overdraft 2,716 989 Loan – secured and interest bearing 3,000 - Deferred consideration – secured 161 674 5,877 1,663 Non-current liability Loan – secured and interest bearing 41,318 39,727 41,318 39,727 Total 47,195 41,390 Refer to Note 24 for further information on financial instruments. Loan facilities 2026 $’000 2025 $’000 Amount utilised 47,911 42,059 Unused loan facility 5,276 11,331 Loan facilities 53,187 53,390 As at 30 June 2026, the Group had the following available debt facilities: • Revolving cash advance facility of $40.0M. Interest is calculated as BBSY plus a margin, • Term cash advance facility of $5.5M. Interest is calculated as BBSY plus a margin, • Overdraft Facility of $5.0M, Interest is calculated as BBSY plus a margin, • Credit card facility of $0.2M. The Group’s secured and interest -bearing loan of $44.3 million were previously structured as interest -only loans, with the principal repayable upon maturity. Effective 30 June 2026, these facilities transitioned to principal-and-interest repayment loans. Both cash advance facilities are subject to standard covenant requirements and are otherwise provided on terms and conditions the Group considers typical for this type of financing arrangement. All debt facilities are secured by unlimited guarantees and general security agreements from entities within the Group. Axel Semrau GmbH have access to an on demand, unsecured, bank overdraft facility provided by HypoVereinsbank Germany of €1.5M ($2.5M). At 30 June 2026, the facility was drawn €1.3M ($2.2M).
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Trajan Group Holdings Limited 3 0 June 202 6 65 | Page 18. LOANS AND BORROWINGS (CONTINUED) Changes in liabilities arising from financing activities 2026 $’000 2025 $’000 Opening balance 41,390 44,102 Net proceed from/ (repayment of) borrowings 5,805 (2,712) Closing balance 47,195 41,390 19. EQUITY – ISSUED CAPITAL 2026 2025 2026 2025 Shares Shares $’000 $’000 Ordinary shares – fully paid 152.863.634 152,377,997 102,445 101,745 Details Date Shares Issue price $’000 Balance 1 Jul 2025 152,377,997 101,745 Exercise of share options 11 Sep 2025 132,555 1.02 135 Exercise of share options 11 Sep 2025 29,471 1.70 50 Exercise of share options 27 Mar 2026 53,022 1.02 55 Exercise of share options 1 Jun 2026 270,589 1.70 460 Balance 30 Jun 2026 152,863,634 102,445 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. Share buy-back There is no current on-market share buy-back (2025: none). Capital risk management The Group’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. In order to maintain or adjust the capital structure, the Group may adjust the dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. The Group would look to raise capital when an opportunit y to invest in a business or Group was seen as value adding. The capital risk management policy remains unchanged from the 30 June 202 5 Annual Report.
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Trajan Group Holdings Limited 3 0 June 202 6 66 | Page 20. EQUITY – RESERVES AND RETAINED EARNINGS Note 2026 $’000 2025 $’000 Foreign currency translation reserve (a) 5,831 12,739 Share-based payment reserve (b) 1,353 2,305 (Accumulated losses)/ retained earnings (c) (11,988) (11,997) General reserve (d) 828 828 (3,976) 3,875 a) Foreign currency translation reserve Movement in reserve Opening balance 12,739 6,043 Exchange differences on translation of foreign operation (6,908) 6,696 Closing balance 5,831 12,739 The reserve is used to recognise exchange differences arising from the translation of the financial statements of foreign operations to Australian dollars. b) Share-based payment reserve Movement in reserve Opening balance 2,305 2,045 Share-based payments expensed during the year 505 602 Exercised of share option during the year (700) (275) Option lapsed (125) (67) Option expired (632) - Closing balance 1,353 2,305 This reserve is used to record the fair value of options issued to employees as part of their remuneration. c) (Accumulated losses)/ retained earnings Movement in (accumulated losses)/ retained earnings Opening balance (11,997) (7,537) Dividends declared during the year 21 - - Option expired 20(b) 632 - Net loss for the year (623) (4,460) Closing balance (11,988) (11,997) d) General Reserve Movement in general reserve Opening balance 828 828 Transfer from Retained earnings 20(c) - - Closing balance 828 828 This reserve is an amount appropriated from retained earnings and represent an allocation of capital for meeting any business needs, such as meeting unforeseeable risks or contingencies, paying dividends to the shareholders, enhancing the working capital, etc.
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Trajan Group Holdings Limited 3 0 June 202 6 67 | Page 21. EQUITY – DIVIDENDS The Directors do not propose to make any recommendation for dividends for the year ended 30 June 202 6 (2025: nil). Franking credits 2026 $’000 2025 $’000 Franking credits available for subsequent financial years based on a tax rate of 30% 2,440 2,440 The above amounts represent the balance of the franking account as at the end of the financial year, adjusted for: • franking credits that will arise from the payment of the amount of the provision for income tax at the reporting date • franking debits that will arise from the payment of dividends recognised as a liability at the reporting date • franking credits that will arise from the receipt of dividends recognised as receivables at the reporting date 22. EARNINGS PER SHARE Loss after income tax (623) (4,460) $ $ Basic earnings per share (0.004) (0.029) Diluted earnings per share (0.004) (0.029) Weighted average number of ordinary shares 2026 2025 Number Number Weighted average number of ordinary shares used in calculating earnings per share 152,653,178 152,234,476 Adjustment for calculation of diluted earnings per share: Options over ordinary shares - - Weighted average number of ordinary shares used in calculating diluted earnings per share 152,653,178 152,234,476 1,229,253 options could potentially dilute basic earnings per share in the future but were not included in the calculation of diluted earnings per share because they are antidilutive for current year.
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Trajan Group Holdings Limited 3 0 June 202 6 68 | Page 23. SHARE-BASED PAYMENTS A share option plan has been established by the Group and approved by shareholders at a general meeting, whereby the Group may, at the discretion of the Remuneration and Nomination Committee, grant options over ordinary shares in the Company to certain key management personnel of the Group. The options are issued and are granted in accordance with performance guidelines established by the Remuneration and Nomination Committee. Set out below are summaries of options granted under the plan: Tran che Grant date Expiry date Exercise price Opening balance Granted $ Exercised $ Expired/ Forfeited/ Other $ Closing balance $ 1 7 Jun 21 7 Jun 26 $1.24 193,636 - - (193,636) - 2 7 Jun 21 7 Jun 26 $1.68 67,906 - - (67,906) - 3 7 Jun 21 7 Jun 26 $1.59 19,049 - - (19,049) - 4 7 Jun 21 7 Jun 26 $1.67 66,568 - - (66,568) - 5 7 Jun 21 7 Jun 26 $1.70 55,754 - - (55,754) - 5a 7 Jun 21 7 Jun 26 $1.70 28,718 - - (28,718) - 5b 7 Jun 21 7 Jun 26 $0.00 570,002 - (460,002) (110,000) - 6 7 Jun 21 7 Jun 26 $1.70 27,986 - - (27,986) - 7 7 Jun 21 7 Jun 26 $1.70 31,352 - - (31,352) - 8 7 Jun 21 7 Jun 26 $1.70 31,352 - - (31,352) - 8a 7 Jun 21 7 Jun 26 $0.00 50,100 - (50,100) - - 9 1 May 22 1 May 27 $3.30 29,169 - - (11,667) 17,502 10 1 May 22 1 May 27 $3.30 29,167 - - (11,667) 17,500 11 1 May 22 1 May 27 $3.30 29,164 - - (11,666) 17,498 12 1 May 22 1 May 27 $3.30 12,250 - - - 12,250 13 1 May 22 1 May 27 $3.30 12,250 - - - 12,250 14 1 May 22 1 May 27 $3.30 12,250 - - - 12,250 15 28 Feb 22 1 Jul 27 $1.70 4,293 - - - 4,293 16 28 Feb 22 1 Jul 27 $1.70 4,293 - - - 4,293 17 28 Feb 22 1 Jul 27 $1.70 4,293 - - - 4,293 18 7 Sep 22 7 Sep 27 $2.21 119,781 - - (5,861) 113,920 19 7 Sep 22 7 Sep 27 $2.21 121,210 - - (5,859) 115,350 20 7 Sep 22 7 Sep 27 $2.21 121,642 - - (5,859) 115,783 21 1 Jul 23 1 Jul 28 $1.81 86,752 - - (9,946) 76,807 22 1 Jul 23 1 Jul 28 $1.81 86,745 - - (9,945) 76,800 23 1 Jul 23 1 Jul 28 $1.81 86,731 - - (9,944) 76,786 24 28 Aug 24 28 Aug 29 $1.08 130,394 - - (12,721) 117,673 24a 1 Jul 24 1 Jul 29 $0.00 243,371 - (189,289) - 54,082 25 28 Aug 24 28 Aug 29 $1.08 130,379 - - (12,720) 117,659 26 28 Aug 24 28 Aug 29 $1.08 130,366 - - (12,719) 117,647 27a 1 Jul 25 1 Jul 30 $0.00 - 178,403 - - 178,403 27 27 Aug 25 27 Aug 30 $0.86 - 102,159 - (1,531) 100,628 28 27 Aug 25 27 Aug 30 $0.86 - 102,150 - (1,530) 100,620 29 27 Aug 25 27 Aug 30 $0.86 - 102,141 - (1,530) 100,610 2,536,923 484,853 (699,391) (757,486) 1,564,897
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Trajan Group Holdings Limited 3 0 June 202 6 69 | Page 23. SHARE-BASED PAYMENTS (CONTINUED) The weighted average option value during the financial year was $0.68 (2025: $0.87). The weighted average remaining contractual life of options outstanding at the end of the financial year was 1.79 years (2025: 1.63 years). Set out below are the options exercisable at the end of the financial year: Tranche Grant date Expiry date 2026 Number 2025 Number 1 7 Jun 2021 7 Jun 2026 - 247,933 2 7 Jun 2021 7 Jun 2026 - 114,901 3 7 Jun 2021 7 Jun 2026 - 30,236 4 7 Jun 2021 7 Jun 2026 - 111,879 5 7 Jun 2021 7 Jun 2026 - 95,797 5a 7 Jun 2021 7 Jun 2026 - 49,344 5b 7 Jun 2021 7 Jun 2026 - 335,295 6 7 Jun 2021 7 Jun 2026 - 48,086 7 7 Jun 2021 7 Jun 2026 - 53,871 8 7 Jun 2021 7 Jun 2026 - 53,871 8a 7 Jun 2021 7 Jun 2026 - 29,471 9 1 May 2022 1 May 2027 10,001 16,668 10 1 May 2022 1 May 2027 10,000 16,667 11 1 May 2022 1 May 2027 9,999 16,665 12 1 May 2022 1 May 2027 7,000 7,000 13 1 May 2022 1 May 2027 7,000 7,000 14 1 May 2022 1 May 2027 7,000 - 15 28 Feb 2022 1 Jul 2027 2,025 2,025 16 28 Feb 2022 1 Jul 2027 2,025 2,025 17 28 Feb 2022 1 Jul 2027 2,025 2,025 18 7 Sep 2022 7 Sep 2027 129,342 136,010 19 7 Sep 2022 7 Sep 2027 129,332 135,998 20 7 Sep 2022 7 Sep 2027 129,326 - 21 1 July 2023 1 July 2028 115,847 130,848 22 1 July 2023 1 July 2028 115,837 - 23 1 July 2023 1 July 2028 115,816 - 24 28 August 2024 28 August 2029 185,020 - 24a 1 July 2024 1 July 2029 53,022 - - 1,030,617 1,643,615
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Trajan Group Holdings Limited 3 0 June 202 6 70 | Page 23. SHARE-BASED PAYMENTS (CONTINUED) For the options granted during the current financial year, the valuation model inputs used to determine the fair value at the grant date, are as follows. Option granted Grant date 1 July 2025 Expiry date 1 July 2030 Strike price $0.00 Expected volatility 46% Weighted average risk-free interest rate 3.23% Dividend yield - Option value $0.73 Option granted Grant date 27 August 2025 Expiry date 27 August 2030 Strike price $0.86 Expected volatility 50% Weighted average risk-free interest rate 3.41% Dividend yield - Option value $0.50 24. FINANCIAL INSTRUMENTS Financial risk management objectives The Group'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 Board has adopted a risk management policy appropriate for its business. This policy highlights the risks relevant to the Group’s operations and the Group’s commitment to designing and implementing systems and methods appropriate to minimise and control its risks. The Board is responsible for overseeing and approving risk management strategy and policies, monitoring risk management, and establishing procedures which seek to provide assurance that major business risks are identified, consistently assessed and appropriately addressed. The Board may delegate these functions to the Audit and Risk Committee or a separate risk committee in the future. The Board will regularly undertake reviews of its risk management procedures to ensure that it complies with its legal obli gations. The Board has in place a system whereby management is required to report as to its adherence to policies and guidelines approved by the Board for the management of risks. Market risk Foreign currency risk While Trajan incurs labour, input and other production costs in various currencies due to its global operations, a large proportion of Corporate Services costs are incurred in AUD. However, the majority of Trajan’s revenue is received in USD and other curr encies. Accordingly, Trajan is exposed to foreign exchange movements generally and, in particular, movements in the USD: AUD exchange rate and EURO: AUD exchange rate.
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Trajan Group Holdings Limited 3 0 June 202 6 71 | Page 24. FINANCIAL INSTRUMENTS(CONTINUED) Market risk (continued) If the foreign currency exchange rate for Trajan’s primary foreign currencies were to move by 2.50%, with all other variables held constant, the impact to Earnings before Income Tax Depreciation and Amortisation (EBITDA) and Retained Earnings are as follows: 2026 AUD 2025 AUD 2026 AUD 2025 AUD $’000 $’000 $’000 $’000 EBITDA EBITDA Retained Earnings Retained Earnings +2.50% (1,391) (1,332) (1,180) (1,029) -2.50% 1,391 1,332 1,180 1,029 The impact on changes to the variables presented has been considered in isolation from changes in other variables. In practice, a change to one variable is likely to have a flow on impact to other variables and may also impact the decision making of manag ement. Management has operational options it can exercise to adapt to changes in currency rates. These include shifting greater production volumes to different geographies. Trajan uses Foreign Exchange Contracts to protect against the fluctuation of the USD against the AUD. Trajan’s hedging strategy is to hold contracts 1 to 16 months out, depending on given economic circumstances. Trajan currently holds contracts to exchange USD which settle between July 2026 and June 2027. Interest rate risk The Group’s main interest rate risk arises from external loans. Loans obtained at variable rates expose the Group to interest rate risk. The Group’s outstanding borrowings of $44.3 million were previously structured as interest -only loans, with the principal repayable upon maturity. Effective 30 June 2026, these facilities transitioned to principal -and- interest repayment loans. The average monthly cash outlays of approximately $ 236,407 (2025: $ 231,402) were made to service the interest payments. No principal repayments were made during the year (2025: $313,442), as the principal -and-interest repayment structure became effective at year end. An official increase/decrease in interest rates of 100 (202 5: 100) basis points would have an adverse/favourable effect on profit/(loss) before tax of $443,180 (2025: $397,270) per annum. The percentage change is based on the interest rate volatility in historical perspective. Credit risk The Group’s maximum exposure to credit risk at balance date is the carrying amount of financial assets, net of any provisions for impairment and excluding the value of any collateral or other security. Receivables are managed on an ongoing basis. The Group does not have any material credit risk exposure to any single debtor or group of debtors. Ageing analysis and ongoing collectability reviews are performed and, where appropriate, an expected credit los s provision is raised. Historically, the Group has not had any significant write-offs in its trade receivables. The Group minimises concentrations of credit risk in relation to trade receivables by undertaking transactions with a large number of customers . Credit quality of a customer is assessed based on a variety of factors, including their credit ratings and financial position. The gross trade receivables balance as at 30 June 202 6 was $22.1M (2025: $23.4M). The ageing analysis of trade and other receivables is provided in Note 7. As the Group undertakes transactions with a large number of customers and regularly monitors payment in accordance with credit terms, the financial assets that are past due but n ot impaired are expected to be received.
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Trajan Group Holdings Limited 3 0 June 202 6 72 | Page 24. FINANCIAL INSTRUMENTS(CONTINUED) Liquidity risk Vigilant liquidity risk management requires the Group to maintain sufficient liquid assets (mainly cash and cash equivalents) and available borrowing facilities to be able to pay debts as and when they become due and payable. The Group’s approach is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. The Group reviews its minimum levels of cash and cash equivalents on an ongoing basis, and closely monitors rolling cash flow forecasts based on its view on the nature and timing of expected receipts and payments. The Group has historically been able to generate and retain strong positive cash flows. Additionally, multi-currency borrowing facilities have been arranged with the Group’s financiers to provide increased capacity for strategic growth objectives. The table below categorises the Group’s financial liabilities into their relevant contractual maturities. Amounts included represent undiscounted cash flows. Note 18 provides additional details on the Group’s borrowing arrangements. Average interest rate % 1 year or less Between 1 and 2 years Between 2 and 5 years Over 5 years Total 2026 $’000 $’000 $’000 $’000 $’000 Trade payables - 8,441 - - - 8,441 Other payables - Accruals - 3,660 - - - 3,660 Interest bearing loans and borrowings 6.8% 5,877 41,318 - 47,195 Lease liabilities 7.4% 2,363 4,039 4,297 218 10,917 Total 20,341 4,039 45,615 218 70,213 Average interest rate % 1 year or less Between 1 and 2 years Between 2 and 5 years Over 5 years Total 2025 $’000 $’000 $’000 $’000 $’000 Trade payables - 11,141 - - - 11,141 Other payables - Accruals -- 6,432 - - - 6,432 Interest bearing loans and borrowings 6.7% 1,663 - 39,727 - 41,390 Lease liabilities 5.5% 2,494 4,091 7,422 95 14,102 Total 21,730 4,091 47,149 95 73,065
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Trajan Group Holdings Limited 3 0 June 202 6 73 | Page 25. FAIR VALUE MEASUREMENT Fair value hierarchy The following tables detail the Group’s assets and liabilities, measured or disclosed at fair value, using a three- level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group can access at the measurement date Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly Level 3: Unobservable inputs for the asset or liability 2026 Level 1 Level 2 Level 3 Total $’000 $’000 $’000 $’000 Assets Unlisted ordinary shares in LBPR Pty Ltd - - 137 137 - - 137 137 Liabilities Forward foreign exchange contract - 216 - 216 - 216 - 216 2025 Level 1 Level 2 Level 3 Total $’000 $’000 $’000 $’000 Assets Unlisted ordinary shares in LBPR Pty Ltd - - 137 137 - - 137 137 Liabilities Forward foreign exchange contract - 231 - 231 - 231 - 231 Valuation techniques for fair value measurements categorised within level 2 and level 3. Derivative financial instruments have been valued using quoted market rates. This valuation technique maximises the use of observable market data where it is available and relies as little as possible on Group’s specific estimates. Due to their short-term nature, the fair value of trade and other receivables and trade and other payables are assumed to approximates their carrying amounts as disclosed in the consolidated statement of financial position and notes to the consolidated financial statements. The fair value of financial liabilities is estimated by discounting the remaining contractual maturities at the current market interest rate that is available for similar financial liabilities. Assets and liabilities held for sale are measured at fair value on a non-recurring basis. Movement in level 3 assets during the financial year is set out below: Unlisted ordinary shares Total $’000 $’000 Balance at 30 June 2025 137 137 Additions during the year - - Exchange rate impact - - Balance at 30 June 2026 137 137
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Trajan Group Holdings Limited 3 0 June 202 6 74 | Page 26. KEY MANAGEMENT PERSONNEL DISCLOSURES Compensation The aggregate compensation made to Directors and other members of key management personnel of the Group is set out below: 2026 $’000 2025 $’000 Short-term employee benefits 1,380 1,453 Post-employment benefits 101 103 Long-term benefits (21) 32 Share-based payments 186 246 1,646 1,834 27. INTERESTS IN SUBSIDIARIES The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries: Ownership interest Name Principal place of business / Country of incorporation 2026 % 2025 % Grale Scientific Pty Ltd Australia 100% 100% Scientific Glass Manufacturing (UK) Ltd United Kingdom 100% 100% Trajan Accelerator Pty Ltd Australia 100% 100% Trajan Nutrition Pty Ltd Australia 100% 100% Trajan Scientific Americas Inc United States 100% 100% Trajan Scientific and Medical Inc United States 100% 100% Neoteryx LLC United States 100% 100% Chromatography Research Supplies LLC United States 100% 100% Trajan Scientific and Medical Pty Ltd Australia 100% 100% Trajan Scientific Australia Pty Ltd Australia 100% 100% Trajan Scientific Europe Ltd 1 United Kingdom 100% 100% Trajan Scientific Germany GmbH Germany 100% 100% Trajan Scientific Germany Holdings GmbH Germany 100% 100% Trajan Scientific Germany Property GmbH Germany 100% 100% Axel Semrau GmbH Germany 100% 100% Trajan Scientific Japan Inc Japan 100% 100% Trajan Scientific Malaysia Sdn Bhd Malaysia 100% 100% Trajan Scientific Switzerland Sarl Switzerland 100% 100% Biopsy Solutions Pty Ltd Australia 50% 50% 1 Trajan Scientific Europe Ltd includes a branch in France, Trajan Scientific France.
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Trajan Group Holdings Limited 3 0 June 202 6 75 | Page 28. RELATED PARTY TRANSACTIONS Parent entity Trajan Group Holdings Limited is the parent entity. Subsidiaries Interests in subsidiaries are set out in Note 27. Key management personnel Disclosures relating to key management personnel are set out in Note 26 and the remuneration report included in the Directors' report. Transactions with related parties There were no other transactions conducted between the Group and Key Management Personnel or their related parties, apart from those disclosed above and below, that were conducted other than in accordance with normal employee, customer or supplier relationships on terms no more favourable than those reasonably expected under arm’s length dealings with unrelated persons. Consolidated 2026 $’000 2025 $’000 Employee benefit expenses 152 126 Occupancy expense – Ringwood Facility Property Lease - Bass Park Investments - 131 152 257 A family member of a Director of the Company has been employed on a full -time basis with Trajan Scientific Australia Pty Ltd (wholly owned by the Company) since 2017. During the period the family member was remunerated for the job performed which was asses sed through an arm’s -length process. In FY2025, the family member was awarded 10,000 options under the Company’s Long Term Incentive Plan . Bass Park Investments Pty Ltd is ultimately held by a trust of which Stephen Tomisich is a beneficiary. Stephen Tomisich is also a Director of Bass Park Investments Pty Ltd. Trajan Group Holdings Limited entered into a lease agreement (Ringwood Facility P roperty Lease) with Bass Park Investments Pty Ltd. The Ringwood Facility Property Lease was negotiated on arm’s length terms and in the opinion of the Directors (other than Stephen Tomisich who has a material personal interest in Bass Park Investments Pty Ltd) comprises an agreement which contains provisions which are customary for commercial leases of the nature of the Ringwood Facility Property Lease. The Ringwood Facility property was sold to an independent third party and the sale was settled on 21 May 2024. As of 30 June 2025, Bass Park Investments Pty Ltd charged Trajan Scientific Australia Pty Ltd for rates and land tax charges to the date of sale of the property. Other than the above disclosures, the Group is not party to any other material related party arrangements. Terms and conditions All transactions were made on normal commercial terms and conditions at market rates.
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Trajan Group Holdings Limited 3 0 June 202 6 76 | Page 29. REMUNERATION OF AUDITORS During the financial year the following fees were paid or payable for services provided by RSM Australia Partners, the auditor of the Group, its network firms and unrelated firms: 2026 $’000 2025 $’000 Audit services – RSM Australia Audit or review of the financial statements 207 175 Other services – RSM Australia Tax services 20 19 Transfer Pricing services 39 65 266 259 Audit services – RSM network firms Audit or review of the financial statements 167 156 Other services –RSM network firms Tax services 242 236 Agreed upon procedures 12 11 Others - 46 421 449 Total 687 708 Audit services – unrelated firms Audit or review of the financial statements 97 91 97 91
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Trajan Group Holdings Limited 3 0 June 202 6 77 | Page 30. CASH FLOW INFORMATION Reconciliation of cashflow from operations with profit after income tax Consolidated 2026 $’000 2025 $’000 Loss after income tax (623) (4,460) Adjustments for: - Depreciation and amortisation 8,724 10,955 - Net loss on disposal of assets (159) (38) - Foreign exchange contracts (15) (89) - Foreign exchanges impacts (2,218) 3,640 - Share based payments 505 602 - Lapsed of options (125) (67) - Bad debts & impairments 286 403 Net (increase) / decrease in operating assets - Trade and other receivables 1,027 (3,635) - Inventory (655) (1,202) - Deferred tax assets (1,120) 1,544 - Other assets (123) (103) Net increase / (decrease) in operating liabilities - Trade and other payables (5,471) 1,942 - Provisions (40) 342 - Contract liabilities (32) 208 - Income tax payable 281 787 Net cash provided by operating activities 242 10,829 31. NON-CASH INVESTING AND FINANCING ACTIVITIES 2026 $’000 2025 $’000 Additions to the right-of-use assets 781 4,059 Shares option issued under employee share plan 700 602 1,481 4,661
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Trajan Group Holdings Limited 3 0 June 202 6 78 | Page 32. PARENT ENTITY INFORMATION The following information has been extracted from the books and records of the parent and has been prepared in accordance with Accounting Standards. STATEMENT OF FINANCIAL POSITION 2026 $’000 2025 $’000 Assets Current assets - - Non-current assets 94,169 106,187 Total assets 94,169 106,187 Liabilities Current liabilities - - Non-current liabilities 2,000 2,000 Total liabilities 2,000 2,000 Equity Share capital Retained earnings 102,442 (5,326) 101,742 140 Capital reserve 1,353 2,305 Total equity 98,469 104,187 STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME Total comprehensive income for the year (5,466) - Contingent liabilities The parent entity had no contingent liabilities as at 30 June 2026 and 30 June 2025. Capital commitments - Property, plant and equipment The parent entity had no capital commitments for property, plant and equipment as at 30 June 2026 and 30 June 2025. Significant accounting policies The accounting policies of the parent entity are consistent with those of the Group, as disclosed in note 1, except for investments in subsidiaries, that are accounted for at cost, less any impairment, in the parent entity.
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Trajan Group Holdings Limited 3 0 June 202 6 79 | Page 33. DEED OF CROSS GUARANTEE Pursuant to ASIC Corporations (Wholly owned Companies) Instrument 2016/785 the wholly ‑owned subsidiaries listed below are relieved from the Corporations Act 2001 requirements for preparation, audit and lodgement of financial reports, and Directors’ reports. Trajan Group Holdings Limited remains party to the Deed of Cross Guarantee (“DOCG”) for the financial year ended 30 June 2026. It is a condition of the Instrument that the Company and each of the subsidiaries enter into a Deed of Cross Guarantee. The effect of the Deed is that the Company guarantees to each creditor payment in full of any debt in the event of winding up of any of the subsidiaries under certain provisions of the Corporations Act 2001. If a winding up occurs under other provisions of the Act, the Company will only be liable in the event that after six months any creditor has not been paid in full. The subsidiaries have also given similar guarantees in the event that the Company is wound up. The subsidiaries subject to the Deed are: • Trajan Scientific Australia Pty Ltd • Trajan Scientific and Medical Pty Ltd • Grale Scientific Pty Ltd • Trajan Accelerator Pty Ltd Set out below is a consolidated statement of profit or loss and other comprehensive income and statement of financial position for Trajan Group Holdings Ltd and its related subsidiaries. 2026 $’000 2025 $’000 Revenue Sale of goods 57,532 53,797 Cost of sales (39,259) (38,371) Gross profit 18,273 15,426 Interest income 7,338 7,590 Other income 1,858 4,889 Employee and Directors’ benefits expenses (13,719) (12,412) Occupancy expenses (255) (369) General admin and marketing expenses (8,023) (7,529) Finance expenses (3,273) (3,227) Impairment expenses (5,466) - Depreciation and amortisation (430) (499) Profit/(loss) before income tax (3,697) 3,869 Income tax benefit/(expense) 1,118 (795) Profit/(loss) for the year after income tax (2,579) 3,074 Other comprehensive income for the year - - Total comprehensive income/(loss) for the year (2,579) 3,074 Equity – retained earnings Retained profits at the beginning of the year 22,113 19,039 Profit/ (loss) after income tax benefit/(expense) (2,579) 3,074 Option vested and expired 632 - Retained profits at the end of the year 20,166 22,113
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Trajan Group Holdings Limited 3 0 June 202 6 80 | Page 33. DEED OF CROSS GUARANTEE (CONTINUED) 2026 $’000 2025 $’000 ASSETS Current assets Cash and cash equivalents 6,370 4,904 Trade receivables 25,113 36,741 Inventories 8,887 8,302 Other assets 1,037 1,097 Total current assets 41,407 51,044 Non-current assets Financial assets 132,059 119,175 Property, plant and equipment 6,894 7,887 Right-of-use assets 3,717 4,289 Goodwill and intangibles 1,281 1,156 Deferred tax assets 3,787 2,670 Total non-current assets 147,738 135,177 TOTAL ASSETS 189,145 186,221 LIABILITIES Current liabilities Trade and other payables 7,665 8,096 Financial liabilities 216 231 Lease liabilities 582 537 Provisions 6,887 6,488 Loans and borrowings 4,235 - Total current liabilities 19,585 15,352 Non-current liabilities Lease liabilities 4,085 4,667 Provisions 193 311 Loans and borrowings 41,318 39,727 Total non-current liabilities 45,596 44,705 TOTAL LIABILITIES 65,181 60,057 NET ASSETS 123,964 126,164 EQUITY Issued capital 102,445 101,746 Reserve 1,353 2,305 Retained earnings 20,166 22,113 TOTAL EQUITY 123,964 126,164
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Trajan Group Holdings Limited 3 0 June 202 6 81 | Page 34. COMMITMENTS 2026 $’000 2025 $’000 Capital commitments committed at the reporting date but not recognised as liabilities: Not later than 12 months 18 411 Between 12 months and 5 years - - Later than 5 years - - Total capital commitments 18 411 Lease commitments committed at the reporting date but not recognised as lease liabilities: Not later than 12 months 23 10 Between 12 months and 5 years 31 2 Later than 5 years - Total lease commitments 54 12 Total commitments 72 423 35. CONTINGENT ASSETS AND CONTINGENT LIABILITIES The Directors of the Group are not aware of contingent liabilities which require disclosure in the financial year ended 30 June 2026 (2025: nil). 36. EVENTS AFTER THE REPORTING DATE There has not been any matter or circumstance which has arisen since the end of financial year that has significantly affected, or may significantly affect the Group's operations, the results of those operations, or the Group’s state of affairs in future financial years.
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Trajan Group Holdings Limited 3 0 June 202 6 82 | Page CONSOLIDATED ENTITY DISCLOSURE STATEMENT As at 30 JUNE 2026 Body corporates Tax residency Name Entity type Principal place of business or incorporated % of share capital held Australian resident Foreign jurisdiction Trajan Group Holdings Limited Body corporate Australia N/A Yes (i) NA Trajan Scientific Australia Pty Ltd Body corporate Australia 100% Yes (i) NA Grale Scientific Pty Ltd Body corporate Australia 100% Yes (i) NA Trajan Accelerator Pty Ltd Body corporate Australia 100% Yes (i) NA Trajan Nutrition Pty Ltd Body corporate Australia 100% Yes (i) NA Trajan Scientific and Medical Pty Ltd Body corporate Australia 100% Yes (i) NA Trajan Scientific Japan Inc Body corporate Japan 100% No Japan Trajan Scientific Malaysia Sdn Bhd Body corporate Malaysia 100% No Malaysia Trajan Scientific Europe Ltd Body corporate United Kingdom 100% No United Kingdom France Scientific Glass Manufacturing (UK) Ltd Body corporate United Kingdom 100% No United Kingdom Trajan Scientific Switzerland Sarl Body corporate Switzerland 100% No Switzerland Trajan Scientific Germany GmbH Body corporate Germany 100% No Germany Trajan Scientific Americas Inc Body corporate United States 100% No United States Canada Trajan Scientific and Medical Inc Body corporate United States 100% No United States Chromatography Research Supplies LLC Body corporate United States 100% No United States Neoteryx LLC Body corporate United States 100% No United States Trajan Scientific Germany Holdings GmbH Body corporate Germany 100% No Germany (ii) Axel Semrau GmbH Body corporate Germany 100% No Germany (ii) Trajan Scientific Germany Property GmbH Body corporate Germany 100% No Germany (ii) Biopsy Solutions Pty Ltd Body corporate Australia 50% Yes NA (i) Trajan Group Holdings Limited and its wholly owned Australian subsidiaries have formed an income tax consolidated group under the tax consolidation regime. (ii) Trajan Scientific Germany Holdings GmbH and its wholly owned Germany subsidiaries have formed an income tax consolidated group under the tax consolidation regime. (iii) Trajan has no trustee, partner or participant in JV
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Trajan Group Holdings Limited 3 0 June 202 6 83 | Page CONSOLIDATED ENTITY DISCLOSURE STATEMENT (CONTINUED) Basis of Preparation 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. Determination of Tax Residency Section 295 (3A) of the Corporation Acts 2001 requires that the tax residency of each entity which is included in the Consolidated Entity Disclosure Statement (CEDS) be disclosed. For the purposes of this section, an entity is an Australian resident at the end of a financial year if the entity is: (a) an Australian resident (within the meaning of the Income Tax Assessment Act 1997) at that time; or (b) a partnership, with at least one partner being an Australian resident (within the meaning of the Income Tax Assessment Act 1997) at that time; or (c) a resident trust estate (within the meaning of Division 6 of Part III of the Income Tax Assessment Act 1936) in relation to the year of income (within the meaning of that Act) that corresponds to the financial year. The determination of tax residency involves judgment as the determination of tax residency is highly fact dependent and there are currently several different interpretations that could be adopted, and which could give rise to a different conclusion on residency. In determining tax residency, the consolidated entity has applied the following interpretations: Australian tax residency The consolidated entity has applied current legislation and judicial precedent, including having regard to the Commissioner of Taxation’s public guidance in Tax Ruling TR 2018/5. Foreign tax residency The consolidated entity has applied current legislation and where available judicial precedent in the determination of foreign tax residency. Where necessary, the consolidated entity has used independent tax advisers in foreign jurisdictions to assist in i ts determination of tax residency to ensure applicable foreign tax legislation has been complied with.
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Trajan Group Holdings Limited 3 0 June 202 6 84 | Page DIRECTORS’ DECLARATION In the opinion of the Directors: • the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; • the attached financial statements and notes comply with International Financial Reporting Standards as issued by the International Accounting Standards Board as described in note 1 to the financial statements; • the attached financial statements and notes give a true and fair view of the Group’s financial position as at 30 June 2026 and of its performance for the financial year ended on that date; • there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; and • at the date of this declaration, there are reasonable grounds to believe that the members of the Trajan Group Holdings Limited will be able to meet any obligations or liabilities to which they are, or may become. • the information disclosed in the attached consolidated entity disclosure statement is true and correct. There are reasonable grounds to believe that the Company and the group entities identified in Note 33 will be able to meet any obligations or liabilities to which they are or may become subject to by virtue of the Deed of Cross Guarantee between the Company and those group entities pursuant to ASIC Corporations (Wholly owned Companies) Instrument 2016/785. 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 John Eales Chair Melbourne 27th August 2026
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THE POWER OF BEING UNDERSTOOD AUDIT | TAX | CONSULTING RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each memb er of the RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not i tself a separate legal entity in any jurisdiction. RSM Australia P artners ABN 36 965 185 036 Liability limited by a scheme approved under Professional Standards Legislation RSM Australia Partners Level 27, 120 Collins Street Melbourne VIC 3000 PO Box 248 Collins Street West VIC 8007 T +61 (0) 3 9286 8000 F +61 (0) 3 9286 8199 www.rsm.com.au INDE PENDENT AUDITOR’S REPORT To the Members of Trajan Group Holdings Limited REP ORT ON THE AUDIT OF THE FINANCIAL REPORT Opinion We have audited the financial report of Trajan Group Holdings Limited (“the Company”) and its subsidiaries (“the Group”), which comprises the consolidated statement of financial position as at 30 June 2026, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including material accounting policy information, the consolidated entity disclosure statement and the directors' declaration. In our opinion the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including: i. giving a true and fair view of the Group's financial position as of 30 June 202 6 and of its financial performance for the year then ended; and ii. complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for Opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the 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 our audit of the financial report of public interest entities in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor's report. We believe t hat t he audit evidence we have obtained is s ufficient an d appropriate to provide a bas is for our opinion. Key Audit Matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. 85
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K ey Audit Matters (continued) Key Audit Matter How our audit addressed this matter Impairment of goodwill and other intangible assets Refer to Note 11 in the financial statements The Group has goodwill and intangible assets of $80.85 million as at 30 June 2026 (2025: $86.78 million). • Management is required to assess the intangible assets for impairment in accordance with AASB 136 Impairment of Assets , with a value in use cashflow model needing to be prepared for each identified cash- generating- unit (CGU). There is an inherent risk that the future cash flows of each CGU do not support the carrying value of intangible assets. • Managements’ assessment of the ‘value in use’ of the CGU involves judgements about the future underlying cash flows of the CGU and the discount rates applied to them. For the year ended 30 June 2026 management have performed impairment assessments over the Intangibles and Goodwill by: • Identifying the CGUs to which the intangible asset and goodwill belong; • Calculating the value in use for the CGU using a discounted cash flow model. These models used cash flows (revenues, expenses and capital expenditure) for the CGU for 5 years; • The model includes a terminal growth rate applied to the 5th year; • These cash flows were then discounted to net present value using CGU specific weighted average cost of capital (“WACC”); and • Comparing the resulting value in use of the CGU to the respective book values and processing impairments where appropriate. Our audit procedures in relation to impairment of intangibles and goodwill included: • Assessing management’s determination of the CGU applied to the goodwill and other intangible assets bas ed on t he nature of the Group’s business and the manner in which results are monitored and reported; • Assessing the overall valuation methodology used to determine the value in use; • Checking the mathematical accuracy of the discounted cash flow models and reconcile input data to supporting evidence; • Considering and challenging the reasonableness of key assumptions, including the cash flow projections, budgets, revenue growth rated, discount rates and sensitivities used; and • Reviewing the accuracy of disclosures of critical estimates and assumptions in the financial statements in relation t o t he valuation methodologies. 86
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K ey Audit Matters (continued) Key Audit Matter How our audit addressed this matter Recognition of Revenue Refer to Note 4 in the financial statements Revenue for the year ended 30 June 2026 was $161.38 million (2025: $166.46 million). Revenue recognition was considered a key audit matter due to the materiality and significance of the balance. Our audit procedures in relation to the recognition of revenue included: • Assessing whether the Group’s revenue recognition policies are in compliance with AASB 15 Revenue from Contracts with Customers; • Evaluating and testing the operating effectiveness of the Group’s internal controls related to revenue recognition; • Performing tests of detail on a sample basis to test the validity and accuracy of revenue transactions, including the inspection of sales contracts and delivery documentation; • Performing cut -off testing to ensure that revenues were recorded in the appropriate period; and • Assessing the appropriateness of the disclosures in the financial report. Other Information The directors are responsible for the other information. The other information comprises the information included in the Group's annual report for the year ended 30 June 2026 but does not include the financial report and the auditor's report thereon. Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the Directors for the Financial Report The directors of the Company are responsible for the preparation of: a. the financial report (other than the consolidated entity disclosure statement) that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001; a nd b. t he consolidated entity disclosure statement that is true and correct in accordance with the Corporations Act 2001, and 87
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R esponsibilities of the Directors for the Financial Report (continued) for such internal control as the directors determine is necessary to enable the preparation of: i. the financial report (other than the consolidated entity disclosure statement) that gives a true and fair view and is free from material misstatement, whether due to fraud or error; and ii. t he consolidated entity disclosure statement that is true and correct and is free of misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. 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/media/bwvjcgre/ar1_2024.pdf This description forms part of our auditor's report. Report on the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included in pages 1 3 to 23 of the directors' report for the year ended 30 June 2026. In our opinion, the Remuneration Report of Trajan Group Holdings Limited, for the year ended 30 June 2026, complies with section 300A of the Corporations Act 2001. Responsibilities The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. R SM AUSTRALIA PARTNERS M PARAMESWARAN Partner Date: 27 August 2026 Melbourne, Victoria 88
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Trajan Group Holdings Limited 3 0 June 202 6 89 | Page SHAREHOLDER INFORMATION The shareholder information set out below was applicable as at 24 July 2026. Distribution of equitable securities Analysis of number of security holders by size of holding: Distribution of Fully Paid Ordinary Shares Total Holders Units % Units 1 to 1,000 674 340,396 0.22 1,001 to 5,000 424 1,153,501 0.75 5,001 to 10,000 227 1,739,662 1.14 10,001 to 100,000 387 12,839,964 8.40 100,001 and over 69 136,790,111 89.49 Rounding 0.00 Total 1,781 152,863,634 100.00 Minimum Parcel Size Total Holders Units Holding less than a marketable parcel 2,381 877 678,699 Minimum $500.00 parcel at $0.21 per unit) Distribution of Unlisted Options over Ordinary Shares Unlisted Options with various vesting dates and exercise prices. Total Option holders Units % Units 1 to 1,000 - - - 1,001 to 5,000 17 85,000 3.69 5,001 to 10,000 18 167,575 7.28 10,001 to 100,000 58 1,933,013 83.95 100,001 and over 1 116,897 5.08 Rounding 0.00 Total 94 2,302,485 100.00
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Trajan Group Holdings Limited 3 0 June 202 6 90 | Page SHAREHOLDER INFORMATION (CONTINUED) Ordinary Shareholders Twenty largest quoted ordinary shareholders Rank Name Units 1 TOMISICH FAMILY PTY LTD 76,878,745 2 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 18,363,577 3 J P MORGAN NOMINEES AUSTRALIA PTY LIMITED 10,848,490 4 CITICORP NOMINEES PTY LIMITED 7,871,542 5 FARRONA LLC 4,659,843 6 TELUNAPA PTY LTD <TELUNAPA CAPITAL A/C> 1,915,000 7 RUCK & MAUL PTY LTD <THE JOHN EALES FAMILY A/C> 1,151,553 8 MR ALISTER JOHN HODGES 678,525 9 INVESTMENT HOLDINGS PTY LTD <INVESTMENT HOLDINGS UNIT A/C> 615,000 10 LUISTHAN PTY LTD <MORRIS S/F A/C> 600,000 11 BNP PARIBAS NOMINEES PTY LTD <IB AU NOMS RETAILCLIENT> 527,410 12 MR SIMON CONN <SKC INVESTMENT A/C> 500,000 13 HOTCHPOTCH INVESTMENTS PTY LIMITED <CONN FAMILY SUPER FUND A/C> 500,000 14 BRYDI PTY LTD <BRYDI SUPER FUND A/C> 470,000 15 ABBE HURENE HUTCHINS 450,000 16 REDBROOK NOMINEES PTY LTD 450,000 17 TAG FAMILY FOUNDATION PTY LTD <TAG FAMILY FOUNDATION A/C> 400,000 18 SQUIRRELL PTY LTD <HEITON SUPER FUND A/C> 354,000 19 DEVONPORT CENTRAL PTY LTD <CHAS & ROBYN KELLY FAM A/C> 319,856 20 LYON SUPER FUND PTY LTD <LYON FAMILY SUPER FUND A/C> 316,470 Totals: Top 20 holders of ORDINARY FULLY PAID SHARES (Total) 127,870,011 Total Remaining Holders Balance 24,993,623 Substantial Holders The following have disclosed a substantial shareholder notice in the period to 24 July 2026. Units % of voting power Date of interest notice TOMISICH FAMILY PTY LTD <TOMISICH FAMILY A/C> 76,470,588 51.17 23/06/2022 MA FINANCIAL GROUP LIMITED 14,520,963 9.53 13/03/2025 AUSTRALIANSUPER PTY LTD 9,958,728 6.55 30/05/2023
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Trajan Group Holdings Limited 3 0 June 202 6 91 | Page SHAREHOLDER INFORMATION (CONTINUED) Voting rights The voting rights attached to equity securities are set out below: Ordinary shares On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote. Unlisted Options Options do not entitle the holders to vote in respect of that equity instrument, nor participate in dividends, if declared, until such time as the options are exercised and subsequently registered as ordinary shares. There are no other classes of equity securities. Restricted securities There are currently no restricted securities. On market buy-back There is currently no on-market buy-back.
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Corporate Information ACN 152 617 706 Directors John Eales AM (Chairman) Dr Rohit Khanna Robert Lyon Stephen Tomisich Tiffiny Lewin Company Secretary Alister Hodges Mark Licciardo Simon Billingham (appointed as Interim Joint Company Secretary 1 May 2026) Registered Office 7 Argent Place Ringwood Victoria 3134 Australia Principal Place of Business 7 Argent Place Ringwood Victoria 3134 Australia Solicitors DLA Piper Australia 80 Collins Street Melbourne VIC 3000 Australia Australia Bankers HSBC Bank Australia Limited Level 10, 333 Collins Street Melbourne Victoria 3000 Australia National Australia Bank Ltd Level 28, 395 Bourke Street, Melbourne, Victoria, 3000 Australia Auditors RSM Australia Partners Level 27, 120 Collins Street, Melbourne Victoria 3000 Australia Share Register Computershare Investor Services Pty Limited GPO Box 2975 Melbourne VIC 3000 AUSTRALIA Stock Exchange Listing Trajan Group Holdings Limited shares are listed on the Australian Securities Exchange (ASX code: TRJ) https://www2.asx.com.au/markets/company/trj Website https://www.trajanscimed.com/ Corporate Governance Statement https://investor.trajanscimed.com/corporate-governance