Australian Oilseeds Holdings Ltd

Previous wording

Revenues consist of sales of edible oils, sales of protein meals and tolling revenue from oilseeds crushing activities. The Company’s edible oil sales comprise of two segments: sales of bulk oils to wholesalers who use it as food ingredients or white labeling; sales of packaged oils as the company’s own branding to major supermarket channels. Sales of protein meals are bulk sales and mainly distributed to local farmers and feedlots as protein supplements. Tolling revenue is the service charge fee of crushing oilseeds to produce edible oils and protein meals.

Current wording

Revenues consist of sales of edible oils, sales of protein meals and tolling revenue from oilseeds crushing activities. The Company’s edible oil sales comprise of two segments: sales of bulk oils to wholesalers who use it as food ingredients or white labelling; sales of packaged oils as the company’s own branding to major supermarket channels. Sales of protein meals are bulk sales and mainly distributed to local farmers and feedlots as protein supplements. Tolling revenue is the service charge fee of crushing oilseeds to produce edible oils and protein meals.

Previous wording

The following selected consolidated financial data are derived from the unaudited financial statements of the Company for the three months ended 31 December 2024 and 2023 and should be read in conjunction with our consolidated financial statements, the related notes and the rest of the section of this Report entitled “Key Components of Consolidated Statements of Operations.” The historical results are not necessarily indicative of the results of future operations.

Current wording

The following selected consolidated financial data are derived from the unaudited financial statements of the Company for the three and nine months ended 31 March 2025 and 2024 and should be read in conjunction with our consolidated financial statements, the related notes and the rest of the section of this Report entitled “Key Components of Consolidated Statements of Operations.” The historical results are not necessarily indicative of the results of future operations.

Previous wording

Sales revenue increased by AUD$0.5 million or 4.5% to AUD$10.4 million for the three-month period ended on 31 December 2024, compared to AUD$10.0 million for the three-month period ended 31 December 2023, primarily due to favorable market conditions resulting from an increase in the demand for cold pressed canola oil resulting from the Company’s expanded customer contracts.

Current wording

Sales revenue increased by AUD$3.1 million or 49.8% to AUD$9.4 million for the three-month period ended on 31 March 2025, compared to AUD$6.3 million for the three-month period ended 31 March 2024, primarily due to increase in sale of our retail oils segment and sales contracts procured with some of supermarkets in Australia.

Previous wording

Wholesale oils represented 22.6% of our revenue for the three months ended 31 December 2024, compared to 30.7% for the three months ended 31 December 2023, and decreased AUD$0.7 million, as compared to the prior year. Retail oils represented 49.8% of our revenue for the three months ended 31 December 2024, compared to 35.2% for the three months ended 31 December 2023, and increased AUD$1.7 million, as compared to the prior period. The primary driver for the revenue increase in retail oils for the three months ended 31 December 2024 compared to the previous period was due to the Company securing three supply contracts to supply 15 Costco Australia stores, 1,050 Woolworth Supermarkets national stores and 850 Coles supermarket stores throughout Australia. The Company also developed four new SKU to target the retail consumers from 2024 through integrated marketing campaign with the supermarkets. As the Company focused on developing the retail market during the current quarter of 2024, the whole sales proportion became smaller than last year quarter. High protein meals for the feed industry represented 27.3% of our revenue for the three months ended 31 December 2024, compared to 32.8% for the three months ended 31 December 2023, and decreased AUD$0.4 million as compared to the prior period. The primary driver for the revenue decrease in high protein meals for the three months ended 31 December 2024, compared to the previous period was a decrease of sales price of protein meal due to Australia experiencing good rainfall year caused less demand of protein meal in feedlot market.

Current wording

Wholesale oils represented 24.3% of our revenue for the three months ended 31 March 2025, compared to 28.9% for the three months ended 31 March 2024, and increased AUD$0.5 million, as compared to the prior year. Retail oils represented 50.3% of our revenue for the three months ended 31 March 2025, compared to 44.5% for the three months ended 31 March 2024, and increased AUD$1.9 million, as compared to the prior period. The primary driver for the revenue increase in retail oils for the three months ended 31 March 2025 compared to the previous period was due to the Company securing three supply contracts to supply 15 Costco Australia stores, 1,050 Woolworth Supermarkets national stores and 850 Coles supermarket stores throughout Australia. The Company also developed four new SKU to target the retail consumers from 2024 through integrated marketing campaign with the supermarkets. As the Company focused on developing the retail market during the current quarter of 2024, the whole sales proportion became smaller than last year quarter. High protein meals for the feed industry represented 24.3% of our revenue for the three months ended 31 March 2025, compared to 24.7% for the three months ended 31 March 2024, and increased AUD$0.7 million as compared to the prior period. The primary driver for the revenue increase in high protein meals for the three months ended 31 March 2025, compared to the previous period was a decrease of sales price of protein meal due to Australia experiencing good rainfall year caused less demand of protein meal in feedlot market.

Previous wording

Other sales represent a small portion of our revenue and represented 0.4% of the revenue for the three months ended 31 December 2024, compared to 1.2% for the three months ended 31 December 2023, a decrease of AUD$0.08 million for the three months ended 31 December 2024, as compared to the three months ended 31 December 2023.

Current wording

Other sales represent a small portion of our revenue and represented 0.3% of the revenue for the three months ended 31 March 2025, compared to 1.9% for the three months ended 31 March 2024, a decrease of AUD$0.1 million for the three months ended 31 March 2025, as compared to the three months ended 31 March 2024.

Previous wording

The cost of sales for the three months ended 31 December 2024 was AUD$9.2 million, an increase of AUD$1.1 million, or 13.4% as compared to the three months ended 31 December 2023. The primary reason for the increase was caused by cost of material (canola seed), Increase in cost of packaging material due to increase in retail sales, and labor cost increase during the quarter. The cost component changed as a result of recognizing cost of finished goods when the oil products were sold in the retail market. The decrease gross margin was mainly due to the development of “Good Earth Oils” branding products in the retail market with support of strong marketing campaign.

Current wording

The cost of sales for the three months ended 31 March 2025 was AUD$8.9 million, an increase of AUD$3.0 million, or 55.7% as compared to the three months ended 31 March 2024. The primary reason for the increase was caused by cost of material, increase in cost of packaging material due to increase in retail sales, and labor cost increase during the quarter.

Previous wording

General and administrative expenses for the three months ended 31 December 2024 were AUD$1.1 million, an increase of AUD$0.5 million, or 86.1%, compared to the three months ended 31 December 2023. This increase was primarily due to Increase in professional fee AUD 177K, Insurance AUD 79K, Audit fee AUD 90K and management fee AUD 36K

Current wording

General and administrative expenses for the three months ended 31 March 2025 were AUD$0.6 million, an increase of AUD$0.2 million, or 49.0%, compared to the three months ended 31 March 2024. This increase was primarily due to increase in audit fee AUD$0.1 million and insurance AUD$0.1 million.

Previous wording

Other income for the three months ended 31 December 2024 was AUD$0.03 million, a decrease of AUD$0.01 million, or 24.3% compared to the three months ended 31 December 2023. This decrease was primarily due to Interest charges to customers.

Current wording

Other income for the three months ended 31 March 2025 was AUD$0.02 million, an decrease of AUD$0.01 million, or 38.5% compared to the three months ended 31 March 2024. This decrease was primarily due to interest charges to customers.

Previous wording

Finance expenses increased by AUD$0.2 million or 190.9% to AUD$0.3 million for the three months ended 31 December 2024 compared to AUD$0.1 million for the three months ended on 31 December 2023, primarily due to the fact that the Company began to repay the AUD$4m asset finance provided by Commonwealth Bank of Australia to expand the existing Cootamundra Oilseeds factory plant, the amortization of the convertible note discount of AUD$0.1 million and the interest accrual on the promissory notes with American Physicians LLC and utilization of trade finance facility from Commonwealth Bank of Australia.

Current wording

Finance expenses increased by AUD$0.3 million or 190.4% to AUD$0.5 million for the three months ended 31 March 2025 compared to AUD$0.1 million for the three months ended on 31 March 2024, primarily due to the fact that the Company began to repay the AUD$4 million asset finance provided by Commonwealth Bank of Australia to expand the existing Cootamundra Oilseeds factory plant, the amortization of the convertible note discount of AUD$0.1 million and the interest accrual on utilization of trade finance facility from Commonwealth Bank of Australia.

Previous wording

The Company incurred a loss after income tax for 3 months ended 31 December 2024 of AUD$320,332 (31 December 2023: Profit AUD$970,388) and for six months ended 31 December 2024 a loss of AUD$966,665 (31 December 2023: Profit AUD$2,380,919). The Company was in a net current liability position of AUD$8,392,672 as of 31 December 2024 (30 June 2024: AUD$6,965,530). Net cash outflow from operating activities was AUD$ 2,468,989 for the six months ended 31 December 2024 (31 December 2023: AUD$1,587,408).

Current wording

The Company incurred a loss after income tax for the 3 months ended 31 March 2025 of AUD$630,633 (31 March 2024: Profit AUD$41,185) and for nine months ended 31 March 2025 a loss of AUD$1,597,298 (31 March 2024: Profit AUD$2,422,104). The Company was in a net current liability position of AUD$9,622,311 as of 31 March 2025 (30 June 2024: AUD$6,965,530). Net cash outflow from operating activities was AUD$1,942,969 for the nine months ended 31 March 2025 (31 March 2024: AUD$1,259,485).

Previous wording

As at 31 December 2024 and 30 June 2024, the consolidated entity had cash in hand and at bank of AUD$1,437,667 and AUD$514,140, respectively.

Current wording

As at 31 March 2025 and 30 June 2024, the consolidated entity had cash in hand and at bank of AUD$1,435,123 and AUD$514,140, respectively.

Previous wording

We conducted a reverse acquisition of EDOC Acquisition Limited “ADOC” through the deSPAC on 21 March 2024, the consolidated entity assumed AUD$5,248,824 of previously unpaid transaction costs charged by service providers of “ADOC”, AUD$1,216,928 promissory notes to American Physicians LLC and an AUD$1,533,742 convertible note to PIPE Investor ARENA as of 30 June 2024.

Current wording

We conducted a reverse acquisition of EDOC Acquisition Limited “ADOC” through the deSPAC on 21 March 2024, the consolidated entity assumed AUD$5,248,824 of previously unpaid transaction costs charged by service providers of “ADOC”, AUD$1,216,928 promissory notes to American Physicians LLC and a AUD$1,533,742 convertible note to PIPE Investor ARENA as of 30 June 2024.

Previous wording

Therefore, our ability to continue its business activities as a going concern is dependent upon us deriving sufficient cash from the business operation and being able to draw down additional long-term debt from the senior debt provider, Commonwealth Bank of Australia, who has provided a total facility loan of AUD$14,000,000 with unused facilities as at 31 December 2024 of AUD$6,028,897. In addition, we also have the ability to draw down an additional US$6 million of redeemable debentures from the existing PIPE investors or the executed US$50 million equity line of credit (ELOC) once the Company lodges the registration statement of the ELOC. The Company has determined that the Company’s sources of liquidity will be sufficient to meet the Company’s financing requirements for the one-year period from the issuance of its consolidated financial statements.

Current wording

Therefore, our ability to continue its business activities as a going concern is dependent upon us deriving sufficient cash from the business operation and being able to draw down additional long-term debt from the senior debt provider, Commonwealth Bank of Australia, who has provided a total facility loan of AUD$14 million with unused facilities as at 31 March 2025 of AUD$8 million. In addition, we also have the ability to draw down an additional US$6 million of redeemable debentures from the existing PIPE investors or the executed US$50 million equity line of credit (ELOC) once the Company lodges the registration statement of the ELOC. The Company has determined that the Company’s sources of liquidity will be sufficient to meet the Company’s financing requirements for the one-year period from the issuance of its consolidated financial statements.

Previous wording

As of 31 December 2024, our net cash and cash equivalents provided by (used in) operating activities consists primarily of AUD$18,663,267 of cash receipts from customers and AUD$20,471,825 of payments to suppliers and employees.

Current wording

As of 31 March 2025, our net cash and cash equivalents used in operating activities consists primarily of AUD$28,976,930 of cash receipts from customers and AUD$29,894,989 of payments to suppliers and employees.

Previous wording

By comparison, the Company’s net cash and cash equivalents received in operating activities as of 31 December 2023, consists primarily of AUD$19,727,952 of cash receipts from customers and AUD$21,046,214 of payments to suppliers and employees.

Current wording

By comparison, the Company’s net cash and cash equivalents provided by operating activities as of 31 March 2024, consists primarily of AUD$29,099,972 of cash receipts from customers and AUD$27,011,986 of payments to suppliers and employees.

Previous wording

Net cash and cash equivalents used in investing activities during the six months ended 31 December 2024, consisted of AUD$805,084 of purchased property and equipment.

Current wording

Net cash and cash equivalents used in investing activities during the nine months ended 31 March 2025, consisted of AUD$901,918 of purchased property and equipment.

Previous wording

By comparison, the Company’s net cash and cash equivalents used in investing activities during the six months ended 31 December 2023, consisting primarily of AUD$1,716,060 of purchased property and equipment.

Current wording

By comparison, the Company’s net cash and cash equivalents used in investing activities during the nine months ended 31 March 2024, consisting primarily of AUD$3,302,050 of purchased property and equipment.

Previous wording

Net cash flows from financing activities were AUD$4,197,600 for the six months ended 31 December 2024, consisted of net cash inflow related party loans AUD$2,800,660, trade facility borrowings AUD$ 1,971,103 and repayment of loan AUD$ 547,201.

Current wording

Net cash flows provided by financing activities were AUD$3,765,870 for the nine months ended 31 March 2025, consisted primarily of net cash inflow related party loans AUD$4,556,838, trade facility borrowings AUD$1,971,103 and repayment of loan AUD$2,712,831.

Previous wording

By comparison, the Company’s net cash flows from financing activities was AUD$3,603,210 for the six months ended 31 December 2023, which consisted of the net cash inflow from the related party loans AUD$ 5,629,458, offset by AUD$1,992,041 payment of secured borrowings.

Current wording

By comparison, the Company’s net cash flows provided by financing activities was AUD$2,859,489 for the nine months ended 31 March 2024, which consisted primarily of the net cash inflow from the related party loans AUD$945,189 and net cash inflow from trade facility borrowings of AUD$1,986,610.

Previous wording

In addition to providing financial measurements based on International Accounting Standards, we provide an additional financial metric that is not prepared in accordance with International Accounting Standards, or non- International Accounting Standards financial measure. We use this non- International Accounting Standards financial measure, in addition to International Accounting Standards financial measures, to understand and compare operating results across accounting periods, for financial and operational decision making, for planning and forecasting purposes, to measure executive compensation, and to evaluate our financial performance. This non- International Accounting Standards financial measure is Adjusted EBITDA, as discussed below.

Current wording

In addition to providing financial measurements based on IFRS Accounting Standards, we provide an additional financial metric that is not prepared in accordance with IFRS Accounting Standards, or non-IFRS Accounting Standards financial measure. We use this non-IFRS Accounting Standards financial measure, in addition to IFRS Accounting Standards financial measures, to understand and compare operating results across accounting periods, for financial and operational decision making, for planning and forecasting purposes, to measure executive compensation, and to evaluate our financial performance. This non-IFRS Accounting Standards financial measure is Adjusted EBITDA, as discussed below.

Previous wording

We believe that this non- International Accounting Standards financial measure reflects our ongoing business in a manner that allows for meaningful comparisons and analysis of trends in the business, as it facilitates comparing financial results across accounting periods and to those of peer companies. We also believe that this non- International Accounting Standards financial measure enables investors to evaluate our operating results and future prospects in the same manner as we do. This non- International Accounting Standards financial measure may exclude expenses and gains that may be unusual in nature, infrequent, or not reflective of our ongoing operating results.

Current wording

We believe that this non-IFRS Accounting Standards financial measure reflects our ongoing business in a manner that allows for meaningful comparisons and analysis of trends in the business, as it facilitates comparing financial results across accounting periods and to those of peer companies. We also believe that this non-IFRS Accounting Standards financial measure enables investors to evaluate our operating results and future prospects in the same manner as we do. This non-IFRS Accounting Standards financial measure may exclude expenses and gains that may be unusual in nature, infrequent, or not reflective of our ongoing operating results.

Previous wording

The non- International Accounting Standards financial measure does not replace the presentation of our International Accounting Standards financial measures and should only be used as a supplement to, not as a substitute for, our financial results presented in accordance with International Accounting Standards.

Current wording

The non-IFRS Accounting Standards financial measure does not replace the presentation of our IFRS Accounting Standards financial measures and should only be used as a supplement to, not as a substitute for, our financial results presented in accordance with IFRS Accounting Standards.

Previous wording

We consider Adjusted EBITDA to be an important indicator of the operational strength and performance of our business and a good measure of our historical operating trends. Adjusted EBITDA eliminates items that we do not consider to be part of our core operations. We define Adjusted EBITDA as International Accounting Standards net loss excluding the following items: interest income; income taxes; depreciation and amortization of tangible and intangible assets; unit and stock-based compensation; Business Combination transaction expenses; and other non-recurring items that may arise from time to time.

Current wording

We consider Adjusted EBITDA to be an important indicator of the operational strength and performance of our business and a good measure of our historical operating trends. Adjusted EBITDA eliminates items that we do not consider to be part of our core operations. We define Adjusted EBITDA as IFRS Accounting Standards net loss excluding the following items: interest income; income taxes; depreciation and amortization of tangible and intangible assets; unit and stock-based compensation; Business Combination transaction expenses; and other non-recurring items that may arise from time to time.

Previous wording

The non- International Accounting Standards adjustments, and our basis for excluding them from our non- International Accounting Standards financial measure, are outlined below:

Current wording

The non-IFRS Accounting Standards adjustments, and our basis for excluding them from our non-IFRS Accounting Standards financial measure, are outlined below:

Previous wording

The following table reconciles International Accounting Standards net profit to Adjusted EBITDA during the periods presented (in thousands):

Current wording

The following table reconciles IFRS Accounting Standards net profit to Adjusted EBITDA during the periods presented (in thousands):

Previous wording

Our ability to continue as a going concern is dependent upon our ability to generate cashflows from operations, which projected to XXX net profit before tax from January 2025 to December 2025, and draw down additional long-term debt from the senior debt provider, Commonwealth Bank of Australia, who has provided a total facility loan of AUD$14,000,000 with unused facilities as at 31 December 2024 of AUD$6,028,897and draw down an additional US$6 million of redeemable debentures from the existing PIPE investors or the executed US$50 million equity line of credit (ELOC) once the Company lodges the registration statement of the ELOC. The Company has determined that the Company’s sources of liquidity will be sufficient to meet the Company’s financing requirements for the one year period from the issuance of its consolidated financial statements but there can no assurance these sources are sufficient to fund our capital expenditures, working capital and other cash requirements in the long term. There can be no assurance that the steps management is taking will be successful.

Current wording

Our ability to continue as a going concern is dependent upon our ability to generate cashflows from operations, which projected to AUD 2.4 million net profit before tax from July 2026 to June 2026 subject to market and weather condition in our domestic and export markets, and draw down additional long-term debt from the senior debt provider, Commonwealth Bank of Australia, who has provided a total facility loan of AUD$14,000,000 with unused facilities as at 31 March 2025 of AUD$8,000,000 and draw down an additional US$6 million of redeemable debentures from the existing PIPE investors or the executed US$50 million equity line of credit (ELOC) once the Company lodges the registration statement of the ELOC. The Company has determined that the Company’s sources of liquidity will be sufficient to meet the Company’s financing requirements for the one year period from the issuance of its unaudited condensed consolidated financial statements but there can no assurance these sources are sufficient to fund our capital expenditures, working capital and other cash requirements in the long term. There can be no assurance that the steps management is taking will be successful.

Previous wording

Our management’s discussion and analysis of financial condition and results of operations is based on our consolidated financial statements which have been prepared in accordance with International Accounting Standards. In preparing our financial statements, we make estimates, assumptions, and judgments that can have a significant impact on our reported revenue, results of operations, and net income or loss, as well as on the value of certain assets and liabilities on our balance sheet during and as of the reporting periods. These estimates, assumptions, and judgments are necessary because future events and their effects on our results and the value of our assets cannot be determined with certainty and are based on our historical experience and on other assumptions that we believe to be reasonable under the circumstances. These estimates may change as new events occur or additional information is obtained, and we may periodically be faced with uncertainties, the outcomes of which are not within our control and may not be known for a prolonged period of time. Because the use of estimates is inherent in the financial reporting process, actual results could differ from those estimates.

Current wording

Our management’s discussion and analysis of financial condition and results of operations is based on our consolidated financial statements which have been prepared in accordance with IFRS Accounting Standards. In preparing our financial statements, we make estimates, assumptions, and judgments that can have a significant impact on our reported revenue, results of operations, and net income or loss, as well as on the value of certain assets and liabilities on our balance sheet during and as of the reporting periods. These estimates, assumptions, and judgments are necessary because future events and their effects on our results and the value of our assets cannot be determined with certainty and are based on our historical experience and on other assumptions that we believe to be reasonable under the circumstances. These estimates may change as new events occur or additional information is obtained, and we may periodically be faced with uncertainties, the outcomes of which are not within our control and may not be known for a prolonged period of time. Because the use of estimates is inherent in the financial reporting process, actual results could differ from those estimates.

Previous wording

For contracts with customers entered into during the three months ended 31 December 2024 and 2023, revenue from the sales of our products increased by AUD$0.4 million or 4.5% to AUD$10.4 million for the three months ended on 31 December 2024 compared to AUD$10.0 million for the three months ended 31 December 2023, primarily due to favorable market conditions resulting from an increase in the demand for cold pressed canola oil.

Current wording

For contracts with customers entered into during the three months ended 31 March 2025 and 2024, revenue from the sales of our products increased by AUD$3.1 million or 48.9% to AUD$9.4 million for the three months ended on 31 March 2025 compared to AUD$6.3 million for the three months ended 31 March 2024, primarily due to favorable market conditions resulting from an increase in the demand for cold pressed canola oil.