Australian Oilseeds Holdings Ltd 10-K

Item 8. Financial Statements and Supplementary Data AUSTRALIAN OILSEEDS HOLDINGS LTD. INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm BDO Audit Pty Ltd. Brisbane, Australia (PCAOB ID No. 2256) F-1 Consolidated Statement of Profit or Loss and Other Comprehensive Income (Loss) F-2 Consolidated Statement of Financial Position F-3 Consolidated Statement of Changes in Equity F-4 Consolidated Statements of Cash Flows F-5 Notes to the Consolidated Financial Statements F-6 51 Report of Independent Registered Public Accounting Firm Shareholders and Board of Directors Australian Oilseeds Holdings Ltd Brisbane, Australia Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated statement of financial position of Australian Oilseeds Holdings Ltd and its subsidiaries (the “Company”) as of June 30, 2024 and 2023, the related consolidated statement of profit or loss and other comprehensive income (loss), consolidated statement of changes of equity, and statement of cash flows for each of the two years in the period ended June 30, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 30, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended June 30, 2024, in conformity with International Financial Reporting Standards as issued by the International Accounting Standard Board and interpretations (collectively ‘IFRS’). Restatement to Correct Previously Issued Consolidated Financial Statements We have audited the adjustments described in Note 2 that were applied to restate the June 30, 2023 and 2022 consolidated financial statements which were previously audited by another accounting firm to correct errors. In our opinion, these adjustments are appropriate and have been properly applied. Our opinion is not modified with respect to this matter. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ BDO Audit Pty Ltd (PCAOB ID 2256 ) We have served as the Company’s auditor since 2024 Brisbane, Australia 18 November 2024 F- 1 AUSTRALIAN OILSEEDS HOLDINGS LTD. CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME (LOSS) FOR THE YEARS ENDED 30 JUNE 2024 AND 30 JUNE 2023 Note 2024 2023 AUD$ AUD$ Income statement abstract As Restated Sales revenue 16 33,727,222 29,049,345 Cost of sales 17 ( 27,810,782 ) ( 24,062,603 ) Gross profit 5,916,440 4,986,742 General and administrative expenses 18 ( 3,224,843 ) ( 2,467,432 ) Selling and marketing expenses 19 ( 412,536 ) - Other income 20 707,911 48,273 Operating profit 2,986,972 2,567,583 Finance expenses 23 ( 835,813 ) ( 612,735 ) Change in fair value of warrant liabilities 28 141,874 - Recapitalization expense 30 ( 23,210,293 ) - (Loss) Profit before income tax ( 20,917,260 ) 1,954,848 Income tax expense 24 ( 313,421 ) ( 109,878 ) (Loss) Profit for the year ( 21,230,681 ) 1,844,970 Other comprehensive income for the year, net of tax - - Total comprehensive (loss) income ( 21,230,681 ) 1,844,970 (Loss) Profit attributable to: Members of the parent entity ( 21,662,555 ) 1,432,693 Non-controlling interest 431,874 412,277 Total (Loss) Income ( 21,230,681 ) 1,844,970 Total comprehensive (loss) income attributable to: Members of the parent entity ( 21,662,555 ) 1,432,693 Non-controlling interest 431,874 412,277 Total ( 21,230,681 ) 1,844,970 Earnings per share attributable to the ordinary equity holders of the parent Profit or loss Basic (loss) earnings per share (cents) ( 1.07 ) 0.10 Diluted (loss) earnings per share (cents) ( 1.07 ) 0.10 The accompanying notes are an integral part of these consolidated financial statements. F- 2 AUSTRALIAN OILSEEDS HOLDINGS LTD. CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2024 AND 30 JUNE 2023 Note 2024 2023 AUD$ AUD$ As Restated ASSETS CURRENT ASSETS Cash and cash equivalents 5 514,140 121,273 Trade and other receivables 6 4,470,101 4,437,253 Inventories 7 6,202,160 1,020,469 Prepayment of seed purchase 10 - 3,672,697 Other current assets 10 201,830 553,315 TOTAL CURRENT ASSETS 11,388,231 9,805,007 NON-CURRENT ASSETS Investments in associates 22 - 89,977 Property, plant and equipment 8 14,617,513 10,542,592 Right-of-use asset 15 944,420 1,040,472 Other assets 10 429,841 - Deferred tax assets 34,270 - Intangible assets 9 2,582,495 2,582,495 TOTAL NON-CURRENT ASSETS 18,608,539 14,255,536 TOTAL ASSETS 29,996,770 24,060,543 LIABILITIES CURRENT LIABILITIES Trade and other payables 11 10,455,684 6,712,768 Borrowings 12 978,574 396,881 Lease liability, current 15 89,109 82,386 Income Tax liabilities 128,927 - Related party loans 27 4,111,661 3,188,006 Convertible note, net of discount 12 1,181,953 - Warrant liabilities 14,28 238,613 - Promissory note – related party, current 27 968,216 - Employee benefits 201,024 103,734 TOTAL CURRENT LIABILITIES 18,353,761 10,483,775 NON-CURRENT LIABILITIES Borrowings 12 5,051,910 2,078,570 Promissory note - related party, non-current 27 273,676 - Lease liability, non-current 15 879,347 971,752 Related party loans 27 4,530,507 2,873,929 TOTAL NON-CURRENT LIABILITIES 10,735,440 5,924,251 TOTAL LIABILITIES 29,089,201 16,408,026 NET ASSETS 907,569 7,652,517 EQUITY Share capital 13 3,562 2,860 Share premium 13 17,064,658 2,579,627 (Accumulated losses) Retained earnings ( 17,950,222 ) 3,712,333 Total (deficit) equity attributable to equity holders of the Company ( 882,002 ) 6,294,820 Non-controlling interest 1,789,571 1,357,697 TOTAL EQUITY 907,569 7,652,517 The accompanying notes are an integral part of these consolidated financial statements F- 3 AUSTRALIAN OILSEEDS HOLDINGS LTD. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEARS ENDED 30 JUNE 2024 AND 30 JUNE 2023 Non- Shares Share Retained controlling Note Capital Premium Earnings Interests Total AUD$ AUD$ AUD$ AUD$ AUD$ Balance on 1 July 2022, recast 2,860 2,579,627 2,279,640 945,420 5,807,547 Profit attributable to members of the parent entity - - 1,432,693 412,277 1,844,970 Balance on 30 June 2023, restated 2,860 2,579,627 3,712,333 1,357,697 7,652,517 Balance 2,860 2,579,627 3,712,333 1,357,697 7,652,517 Issuance of shares to SPAC shareholders 13 19 3,024,191 - - 3,024,210 Issuance of shares to SPAC founders 13 409 ( 5,791,835 ) ( 5,791,426 ) Issuance of shares in exchange for advisory services 13 107 ( 107 ) - - - Conversion of convertible notes 13 23 2,300,590 - - 2,300,613 Conversion of rights 144 ( 144 ) - - - Recapitalizations costs 13 - 16,126,854 - - 16,126,854 Costs attributable to the issuance of shares in connection with the business combination 13 ( 1,315,013 ) ( 1,315,013 ) Issuance of convertible note – equity component 140,495 140,495 Loss attributable to members of the parent entity - - ( 21,662,555 ) 431,874 ( 21,230,681 ) Balance on 30 June 2024 3,562 17,064,658 ( 17,950,222 ) 1,789,571 907,569 Balance 3,562 17,064,658 ( 17,950,222 ) 1,789,571 907,569 The accompanying notes are an integral part of these consolidated financial statements. F- 4 AUSTRALIAN OILSEEDS HOLDINGS LTD. CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEARS ENDED 30 JUNE 2024 AND 30 JUNE 2023 Note 2024 2023 AUD$ AUD$ Restated CASH FLOWS FROM OPERATING ACTIVITIES: Receipts from customers 33,854,067 28,063,458 Payments to suppliers and employees ( 35,364,877 ) ( 26,711,708 ) Tax Refund received/Income tax paid 34,510 ( 109,878 ) Interest paid ( 708,630 ) ( 552,076 ) Net cash provided by/ (used in) operating activities 26 ( 2,184,930 ) 689,796 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property, plant and equipment ( 3,975,622 ) ( 2,820,536 ) Net cash (used in) investing activities ( 3,975,622 ) ( 2,820,536 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from capital contributed 3,024,191 - Payment of capital raising cost ( 3,804,192 ) - Proceeds from convertible notes 1,533,742 - Payment of convertible notes issued cost ( 234,663 ) - Proceeds from related parties’ loans 2,578,062 3,072,911 Proceeds from secured borrowings 4,000,000 2,396,881 Repayment of related parties’ loans - ( 1,220,000 ) Repayment of secured borrowings ( 444,967 ) ( 2,377,294 ) Repayment of lease liability ( 98,754 ) ( 95,458 ) Net cash provided by/ (used in) financing activities 6,553,419 1,777,040 Net increase/(decrease) in cash and cash equivalents held 392,867 ( 353,700 ) Cash and cash equivalents at beginning of year 121,273 474,973 Cash and cash equivalents at end of financial year 5 514,140 121,273 The accompanying notes are an integral part of these consolidated financial statements. F- 5 AUSTRALIAN OILSEEDS HOLDINGS LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1 Establishment and Operations Australian Oilseeds Holdings Limited (“ Australian Oilseeds ” or the “ Company ”) is a Cayman Islands exempted company that, directly and indirectly through its subsidiaries, is focused on the manufacture and sale of chemical free, non-GMO, sustainable edible oils and products derived from oilseeds. The Company believes that transitioning from a fossil fuel economy to a renewable and chemical free economy is the solution to many health problems the world is facing presently. To that end, the Company is committed to working with suppliers and customers to eliminate chemicals from the edible oil production and manufacturing systems to supply quality products such as non-GMO oilseeds and organic and non-organic food-grade oils to customers globally. Over the past 20 years, Australian Oilseeds Investments Pty Ltd., an Australian proprietary company (“AOI”) has grown to be the largest cold pressing oil plant in Australia, pressing strictly GMO free conventional and organic oilseeds. The main business activities include the mill of GMO free conventional and organic oilseeds to produce vegetable oils and related products to wholesale and retail market. The material accounting policies adopted in the preparation of the consolidated financial statements are set out in Note 2. The policies have been consistently applied to all the years presented, unless otherwise stated. The consolidated financial statements are presented in AUD, which is also the Company’s functional currency. Amounts are rounded to the nearest dollar, unless otherwise stated. These financial statements have been prepared in accordance with International Financial Reporting Standards and International Accounting Standards as issued by the International Accounting Standards Board (IASB) and Interpretations (collectively IFRSs). The preparation of financial statements in compliance with adopted IFRS requires the use of certain critical accounting estimates. It also requires Company management to exercise judgment in applying the Company’s accounting policies. The areas where significant judgments and estimates have been made in preparing the financial statements and their effects are disclosed in note 3. Reverse Recapitalization Australian Oilseeds Holdings Ltd (“PubCo”) is a newly incorporated Cayman Islands business company with limited liability and was formed for the purpose of participating in the transactions contemplated hereby and becoming the publicly traded holding company for the surviving corporation. EDOC Acquisition Corp (“EDOC” or “SPAC”) is a Cayman Islands exempted company formerly listed on the NASDAQ Stock Market under “ADOC”. EDOC has limited operations but is established as a public investment vehicle that has the express purpose of making an investment in an operating company. On March 21, 2024 (the “Closing Date”), the Company consummated the previously announced Business Combination (defined below). The Business Combination was announced on December 7, 2022, where AOI, PubCo, and EDOC entered into a business combination agreement (“Business Combination Agreement”), pursuant to which, (a) EDOC merged with and into Merger Sub, with EDOC continuing as the surviving entity (the “Merger”), and with holders of EDOC securities receiving substantially identical securities of Pubco, and (b) immediately prior to the Merger, Pubco acquired all of the issued and outstanding ordinary shares of AOI (the “Purchased Shares”) from the Sellers in exchange for ordinary shares of Pubco, with AOI became a wholly-owned subsidiary of Pubco (the “Share Exchange”, and together with the Merger and the other transactions contemplated by the Business Combination Agreement, the “Transactions”). The total consideration paid by Pubco to the sellers for the purchased shares was an aggregate number of Pubco ordinary shares (the “Exchange Shares”) with an aggregate value (the “Exchange Consideration”) equal to, without duplication, (i) USD$ 190,000,000 , plus (or minus, if negative) (ii) AOI’s net working capital less a target net working capital of USD$ 4,000,000 , minus (iii) the aggregate amount of any outstanding indebtedness, net of cash and cash equivalents, of AOI and its subsidiaries, and minus (iv) the amount of any unpaid transaction expenses of AOI, with each Pubco ordinary share issued to the sellers valued at USD$ 10.00 . F- 6 The Merger was consummated on March 21, 2024, and the Share Exchange and Business Combination were consummated on the Closing Date. Pursuant to the Business Combination Agreement, upon the consummation of the Business Combination at the effective time of the Business Combination (the “Effective Time”): ● each holder of EDOC pre-transaction privately-held Class A ordinary shares and the Class B ordinary share (the “EDOC Ordinary Shares”) received a number of Company Ordinary Shares, which are listed under the ticker “COOT” (less 200,000 Class A ordinary shares that were forfeited to the Company; ● each holder of AOI ordinary shares received Company Ordinary Shares on a one-for-one basis (the “Exchange Shares”); ● each holder of EDOC’s public Class A ordinary shares received Company Ordinary Shares on a one-for-one basis; ● EDOC’s warrants terminated and were exchanged for warrants of the Company (the “Warrants”), which Warrants are listed on the Nasdaq under “COOTW”; ● each holder of EDOC’s rights (the “Rights”) received 1/10 of a Company Ordinary Share for each such Right, as set forth herein; ● EDOC’s Rights will no longer be traded ● EDOC’s 479,000 placement units (“Placement Units”) were exchanged for Company Ordinary Shares and Warrants of the Company; and ● EDOC’s USD$ 1,500,000 of convertible promissory notes that were convertible at Closing into Company Ordinary Shares (“Convertible Shares”) and warrants (“Convertible Warrants”). On March 22, 2024, the Ordinary Shares and PubCo Warrants commenced trading on the Nasdaq Capital Market (“Nasdaq”) under the symbols “COOT” and “COOTW,” respectively. The following table summarizes the proceeds raised and issuance costs incurred related to the Business Combination on 30 March 2024: Schedule of Proceeds Raised and Issuance Costs Incurred Related to the Business Combination Number of shares AUD Shares issued to SPAC public investors (Note 13) 1,066,168 3,024,210 Shares issued to SPAC Founders (Note 13) 2,666,900 - 3,733,068 3,024,210 Cash from reverse recapitalization 3,024,210 SPAC reverse recapitalization professional fees ( 1,315,013 ) Net proceeds from reverse recapitalization 1,709,197 F- 7 Pursuant to the Business Combination Agreement, the SPAC does not meet the definition of a business under the guidance of IFRS 3, hence the Transaction was accounted for as a recapitalization in accordance with IFRS 2. Under this method of accounting, EDOC is treated as the acquired company and Australian Oilseeds Investments Pty Ltd. is treated as the acquirer for financial statement reporting purposes. Australian Oilseeds Investments Pty Ltd. has been determined to be the accounting acquirer based on evaluation of the facts and circumstances of the business combination. Entities involved in SPAC mergers need to determine which entity is the predecessor whose financial statements will become the historical financial statements of the combined company. The determination of which entity is the predecessor and successor in the merger transaction is separate from the determination of which entity is the accounting acquirer. Regulation C, Rule 405 defines a predecessor as “a person the major portion of the business and assets of which another person acquired in a single succession, or in a series of related successions in each of which the acquiring person acquired the major portion of the business and assets of the acquired person”. SPACs are blank-check companies whose sole purpose is to acquire a target or targets with the capital raised from their IPO. Given that EDOC did not have any significant activities, EDOC’s own operations before the succession are insignificant relative to the operations of AOI. For example, EDOC’s financial statements do not report any significant revenues other than investment income on assets held in trust. Additionally, AOI’s total assets of approximately AUD$ 32 million at closing, March 21, 2024, were significantly greater than EDOC’s total assets of approximately AUD$ 0.01 million, excluding the Trust account. Lastly, AOI management’s team has continued as the management of the combined entities. As such, AOI was considered the predecessor entity for purposes of these financial statements. The consolidated financial statements of the merged company will represent a continuation of the financial statements of Australian Oilseeds Investments Pty Ltd., the principles and guidance on the preparation and presentation of the consolidated financial statements will be applied as follows: ● A share based payment transaction arises whereby Australian Oilseeds Investments Pty Ltd. is deemed to have issued shares in exchange for the net assets of EDOC (together with the listing status of Australian Oilseeds Investments Pty Ltd). The listing status does not qualify for recognition as an intangible asset and the relevant costs will therefore be expensed as a listing expense. ● The equity structure (the number and type of equity instruments issued) will reflect the equity structure of Australian Oilseeds Investments Pty Ltd., including the equity instruments issued to affect the acquisition. ● Accumulated losses and other equity balances carried forward at acquisition date will be of Australian Oilseeds Investments Pty Ltd. The business combination agreement was an extraordinary transaction that was signed in 2022 as part of the SPAC and listing procedures that closed in FY 2024, there were no similar transactions or impact of this transaction incurred in the financial period ended as of 30 June 2024. 2 Restatement of Previously Issued Financial Statements During the preparation of the consolidated financial statements for the year ending June 30, 2023, the Company’s management identified the following material misstatements in the Company’s financial statements: ● The Company did not properly recognize the machinery spare parts acquired from the related party Good Earth Oils Pty Ltd. As a result, the plant and equipment were understated, and the related party transactions were not properly disclosed. To correct this item, the fixed assets and related party payables were recorded, and the relevant depreciation expense was recognized. ● The Company did not properly record prepayment of stock which resulted in an overstatement in equity and related party loan payables. To correct this error, both of accounts were reduced accordingly. ● The Company did not properly record revenue during the cut-off period at the financial year end. As a result, the revenue relating to the prior year was recorded in the current year. To correct this cut-off issue, the revenue was reduced and retained earnings of prior years were increased. ● The Company did not recognize sufficient bad debt provision of the account receivables relating to ROBE tolling revenue. Based on the deed of debt settlement with ROBE, account receivables were overstated since no bad debt provision was made. To correct this issue, the account receivables were written off accordingly. ● The Company did not properly record the stock balance of Meal resulting in the Company mistakenly accounting for the ROBE consignment stock as its own stock. As a result, the Cost of Goods Sold was understated. To correct the issue, the Cost of Goods Sold was increased and the inventory balance was decreased. ● The Company did not recognize the lease assets and liabilities for solar PV systems, biofuel gensets and site plant of fuller driver land lease. To correct this error, the right-of-use asset (“ROU”) and lease liability accounts were recognized. The relevant depreciation of ROU and interest accrual of lease liability were recorded and reclassification from the administration expenses previously disclosed. Based on an analysis of the factors, the Company determined that the errors discussed above were material to the Company’s previously issued financial statements for the year ended June 30, 2023, and these financial statements need to be restated. The Company’s prior period financial statements should no longer be relied upon. The impact of the restatements on the line items within the previously reported consolidated Audited consolidated Statement of Financial Position at June 30, 2023 and 2022, included in the Company’s Form F-1 filed with the SEC on April 29, 2024 (the “Original Report”) are reported below. Summary of Error Corrections and Prior Period Adjustments Statement of Financial Position as of June 30, 2023 As Previously Reported Adjustment As Restated Trade and other receivables $ 4,579,879 $ ( 142,626 ) $ 4,437,253 Prepayment of seed purchase $ 3,951,896 $ ( 279,199 ) $ 3,672,697 Tax assets $ 224,215 $ 29,545 $ 253,760 Inventories $ 1,143,033 $ ( 122,564 ) $ 1,020,469 Total current assets $ 10,319,851 $ ( 514,844 ) $ 9,805,007 Property, plant and equipment $ 10,261,910 $ 280,682 $ 10,542,592 Right-of-use asset $ - $ 1,040,472 $ 1,040,472 Total non-current assets $ 12,934,382 $ 1,321,154 $ 14,255,536 Accounts receivable Total assets $ 23,254,233 $ 806,310 $ 24,060,543 Trade and other payables $ 6,473,495 $ 239,273 $ 6,712,768 Lease liability, current $ - $ 82,386 $ 82,386 Related party loans $ 4,585,751 $ ( 1,397,745 ) $ 3,188,006 Total current liabilities (1) $ 10,211,821 $ 271,954 $ 10,483,775 Lease liability, non-current $ - $ 971,752 $ 971,752 Related party loans $ 2,982,499 $ ( 108,570 ) $ 2,873,929 Total non-current liabilities (1) $ 5,061,069 $ 863,182 $ 5,924,251 Other assets Total liabilities $ 15,272,890 $ 1,135,136 $ 16,408,026 Retained earnings $ 4,051,390 $ ( 339,057 ) $ 3,712,333 Retained earnings attributable to members of the parent entity Total equity attributable to equity holders of the Company $ 6,633,877 $ ( 339,057 ) $ 6,294,820 Non-controlling interest $ 1,347,466 $ 10,231 $ 1,357,697 (1) Includes the correction of a footing error of $ 1,348,040 F- 8 Statement of Financial Position as of June 30, 2022 As Previously Reported Adjustment As Restated Accounts receivable $ 3,717,696 $ ( 77,938 ) $ 3,639,758 Other assets $ 1,373,489 $ ( 294,733 ) $ 1,078,756 Retained earnings attributable to members of the parent entity $ 2,541,200 $ ( 372,671 ) $ 2,168,529 The impact of the restatements on the line items within the previously reported Audited Consolidated Statement of Profit or Loss and Other Comprehensive Income for the year ended June 30, 2023 and 2022, previously filed in the Original Report is as follows: Statement of Profit or Loss and Other Comprehensive Income (Loss) for the year ended June 30, 2023 As Previously Reported Adjustment As Restated Cost of goods sold (2) $ 20,498,069 $ 3,564,534 $ 24,062,603 Gross profit $ 8,551,276 $ ( 3,564,534 ) $ 4,986,742 General and administrative expenses (3) $ 3,331,864 $ ( 864,432 ) $ 2,467,432 Finance expenses $ 552,076 $ 60,659 $ 612,735 Occupancy costs (1) $ 40,890 $ ( 40,890 ) $ - Employee benefits expense (1) $ 2,302,641 $ ( 2,302,641 ) $ - Depreciation (1) $ 461,074 $ ( 461,074 ) $ - Profit before income tax $ 1,911,004 $ 43,844 $ 1,954,848 Profit from continuing operations $ 1,801,126 $ 43,844 $ 1,844,970 Profit attributable to: Members of the parent entity $ 1,399,080 $ 33,613 $ 1,432,693 Non-controlling interest $ 402,046 $ 10,231 $ 412,277 (1) Certain prior year amounts have been reclassified to conform to the presentation in the current period. These reclassifications had no effect on the reported results of operations. (2) Includes $ 436,629 of depreciation, $ 40,890 of occupancy costs, and $ 2,154,793 of employee benefits expense reclassified to conform to the presentation in the current period. (3) Includes $ 24,445 of depreciation and $ 147,848 of employee benefits expense reclassified to conform to the presentation in the current period. Statement of Profit or Loss and Other Comprehensive Income (Loss) for the year ended June 30, 2022 As Previously Reported Adjustment As Restated Cost of goods sold $ 18,797,541 $ 294,733 $ 19,092,274 Administrative expenses $ 1,139,999 $ 77,938 $ 1,217,937 General and administrative expenses $ 1,139,999 $ 77,938 $ 1,217,937 The impact of the restatements on the line items within the previously reported Audited Consolidated Statements of Changes in Equity for the year ended June 30, 2023, previously filed in the Original Report is as follows: Statement of Changes in Equity for the year ended June 30, 2023 As Previously Reported Adjustment As Restated Retained earnings, balance at 1 July 2022 $ 2,652,310 $ ( 372,670 ) $ 2,279,640 Profit attributable to members of the parent entity, retained earnings $ 1,399,080 $ 33,613 $ 1,432,693 Retained earnings, balance at 30 June 2023 $ 4,051,390 $ ( 339,057 ) $ 3,712,333 Non-controlling interests $ 402,046 $ 10,231 $ 412,277 Non-controlling interests, balance at 30 June 2023 $ 1,347,466 $ 10,231 $ 1,357,697 Total equity, balance at 1 July 2022 $ 6,180,217 $ 372,670 $ 6,552,887 Profit attributable to members of the parent entity, total equity $ 1,801,126 $ 43,844 $ 1,844,970 Total equity, balance at 30 June 2023 $ 7,981,343 $ ( 328,826 ) $ 7,652,517 3 Summary of Material Accounting Policies (a) Basis of consolidation Australian Oilseeds Holdings Ltd. is a Cayman Islands exempted company (the “Company,” “we,” “us” or “Australian Oilseeds”) formed on December 29, 2022. The Company’s subsidiaries include Australian Oilseeds Investments Pty Ltd., an Australian proprietary company; Good Earth Oils Pty Ltd. an Australian proprietary company; Cowcumbla Investments Pty Ltd., an Australian proprietary company, which is 82.7 % owned by the Company and which wholly owns Cootamundra Oilseeds Pty Ltd., which is incorporated in Australia; and EDOC Acquisition Corp., a Cayman Islands exempted company. The Company’s financial statements comprise the financial statements of the Company and its subsidiaries as of June 30, each year. Subsidiaries are consolidated from the date of their acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date that control ceases. The financial statements of subsidiaries are prepared for the same reporting year as the parent Company, using consistent accounting policies. Intra-company balances and transactions, including unrealized profits arising from intra-company transactions, have been eliminated. Unrealized losses are eliminated unless the transaction provides evidence of an impairment of the asset transferred. Non-controlling interests represent the equity in subsidiaries that is not attributable, directly or indirectly, to the Parent shareholders. Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Company controls an investee if and only if the Company has: Ø Power over the investee ( i.e. , existing rights that give it the current ability to direct the relevant activities of the investee), Ø Exposure, or rights, to variable returns from its involvement with the investee, and Ø The ability to use its power over the investee to affect its returns. Generally, there is a presumption that a majority of voting rights results in control. To support this presumption and when the Company has less than a majority of the voting or similar rights of an investee, the Company considers all relevant facts and circumstances in assessing whether it has power over an investee, including: Ø The contractual arrangement with the other vote holders of the investee Ø Rights arising from other contractual arrangements Ø The Company’s voting rights and potential voting rights The Company re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date the Company ceases to control the subsidiary. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. F- 9 If the Company loses control over a subsidiary, it derecognizes the related assets (including goodwill), liabilities, non-controlling interests and other components of equity, while any resultant gain or loss is recognized in profit or loss. Any investment retained is recognized at fair value. Details of subsidiaries as of June 30, 2024 and 2023 were as follows: Schedule of Subsidiaries Subsidiaries % of legal ownership 2024 % of legal ownership 2023 Country of Incorporation Principal business activities Australian Oilseeds Pty Ltd. 100 % 100 % Australia Investment Cootamundra Oilseeds Pty Ltd. 82.7 % 82.7 % Australia Oilseeds crushing business Cowcumbla Investments Pty Ltd. 82.7 % 82.7 % Australia Investment Good Earth Oils Pty Ltd. 100 % 50 % Australia Marketing and Distribution EDOC Acquisition Limited 100 % 0 % Cayman Islands SPAC The carrying amount of the Company’s investment in the subsidiary and the equity of the subsidiary is eliminated on consolidation. (b) Going Concern The Company incurred a loss after income tax of AUD$ 21,230,681 for fiscal year 2024 and for fiscal year 2023 incurred profit of AUD$ 1,844,970 . The Company was in a net current liability position of AUD$ 6,965,530 as at 30 June 2024 and a net current liability position of AUD$ 678,768 as at 30 June 2023. Net cash outflows from operating activities were AUD$ 2,184,930 for fiscal year 2024 and net cash inflows from operating activities were AUD$ 689,796 for fiscal year 2023. As at 30 June 2024 and 2023, the consolidated entity had cash in hand and at bank of AUD$ 514,140 and AUD$ 121,273 , respectively. The financial statements have been prepared on a going concern basis, which contemplates continuity of normal activities and realization of assets and settlement of liabilities in the normal course of business. The Company conducted a reverse acquisition of EDOC where the Company became a public company by merging with a SPAC (the “deSPAC”) on 21 March 2024, the consolidated entity assumed AUD$ 5,248,824 of previously unpaid transaction costs charged by service providers of EDOC, 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. In addition to the above unpaid costs incurred by EDOC, the Company incurred additional professional costs of AUD$ 1,031,301 in relation to the NASDAQ listing activities this current year, with the majority of the balances remaining unpaid as of 30 June 2024. Therefore, the Company’s ability to continue its business activities as a going concern is dependent upon the Company 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 30 June 2024 of AUD$ 8,000,000 which is repayable on demand. In addition, the Company also has the ability to draw down an additional US$ 6 million of redeemable debentures from the existing PIPE investors or executing a US$ 50 million equity line of credit (ELOC) once the Company lodges the registration statement of the ELOC. Accordingly, the directors have prepared the financial statements on a going concern basis. As discussed in Note 1 to the consolidated financial statements, the Company has incurred operating loss and negative cash flows from operating activities in fiscal year 2024. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. (c) Revenue and other income Revenue from contracts with customers The core principle of IFRS 15 is that revenue is recognised on a basis that reflects the transfer of promised goods or services to customers at an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. Revenue is recognised by applying a five-step model as follows: 1. Identify the contract with the customer 2. Identify the performance obligations 3. Determine the transaction price 4. Allocate the transaction price to the performance obligations 5. Recognise revenue as and when control of the performance obligations is transferred Generally, revenue is recognized at a point in time where the ownership, benefits and risks of goods are transferred to the customers. None of the revenue streams of the Company have any significant financing terms as there are less than 12 months between receipt of funds and satisfaction of performance obligations. Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as discounts, rebates and refunds, any potential bonuses receivable from the customer and any other contingent events. Such estimates are determined using either the ‘expected value’ or ‘most likely amount’ method. The measurement of variable consideration is subject to a constraining principle whereby revenue will only be recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. The measurement constraint continues until the uncertainty associated with the variable consideration is subsequently resolved. Amounts received that are subject to the constraining principle are recognised as a refund liability. There is no multiple performance obligations in a contract and the sales is recognized at the point in time of delivery goods to customers. Specific revenue streams The revenue recognition policies for the principal revenue streams of the Company include the following items. Retail revenue Revenue from sales made to retail customers who are the supermarket chain is recognised when control of the goods has transferred, being the point in time when 1) the goods have been shipped to and accepted by the retail customers ( i.e. , the supermarket distribution center or their local warehouses) and 2) the retail customer has full discretion over the subsequent distribution of the goods and the price at which the goods are sold. Based on the terms of the contract, at the time the goods are delivered to the retail customers, they will check the specification and quality of the products before they accept the products and therefore assume any related inventory risk ( e.g ., obsolescence or other loss). On delivery of the goods to the retail customers and accepted by them, the Company recognises a receivable as this represents the point in time at which the Company’s right to consideration becomes unconditional, as only the passage of time is required before payment is due. F- 10 Wholesale revenue Revenue from sales made to wholesale customers is recognised when control of the goods has transferred, being the point in time when 1) the goods have been shipped to the wholesaler and 2) the wholesaler has full discretion over the subsequent distribution of the goods and the price at which the goods are sold. Based on the terms of the contract, at the time the goods are shipped, the wholesaler is deemed to have accepted the products and therefore assumes any related inventory risk ( e.g. , obsolescence or other loss). On delivery of the goods to the wholesaler ( i.e. , when they are shipped), the Company recognises a receivable as this represents the point in time at which the Company’s right to consideration becomes unconditional, as only the passage of time is required before payment is due. With regard to related party sales, revenue is not recognized by the Company, as seller, when purchased by Energreen. The Company’s accounting policy with regards to these resales by Energreen is to only recognize the sales when Energreen Nutrition contracts to sell the product to a third party. With regard to related party sales, Energreen acts as the sales agent and the transaction is back-to-back nature which the Company only recognized the sales when Energreen Nutrition resells the product to a third party. (d) Income Tax The tax expense recognised in the consolidated statement of profit or loss and other comprehensive income (loss) comprises current income tax expense plus deferred tax expense. Current tax is the amount of income taxes payable (recoverable) in respect of the taxable profit (loss) for the year and is measured at the amount expected to be paid to (recovered from) the taxation authorities, using the tax rates and laws that have been enacted or substantively enacted by the end of the reporting period. Current tax liabilities (assets) are measured at the amounts expected to be paid to (recovered from) the relevant taxation authority. (e) Borrowing costs Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised as part of the cost of that asset. All other borrowing costs are recognised as an expense in the period in which they are incurred. (f) Inventories Inventories are measured at the lower of cost and net realisable value. The cost of inventory is determined using the weighted average costs basis and is net of any rebates and discounts received. Net realisable value is estimated using the most reliable evidence available at the reporting date and inventory is written down through an obsolescence provision if necessary. (g) Property, plant and equipment Each class of property, plant and equipment is carried at cost or fair value less, where applicable, any accumulated depreciation and impairment. Land and buildings Land and buildings are measured using the cost model. Plant and equipment Plant and equipment are measured using the cost model. Depreciation Property, plant and equipment, excluding freehold land, is depreciated on a diminishing value method over the assets’ useful life to the Company, commencing when the asset is ready for use. The depreciation rates used for each class of depreciable assets are shown below: Schedule of Depreciation rates Depreciation Fixed asset class rate Buildings 3 % Plant and Equipment 3 % to 33 % Motor Vehicles 17 % to 25 % Office Equipment 3 % to 50 % F- 11 At the end of each annual reporting period, the depreciation method, useful life and residual value of each asset is reviewed. Any revisions are accounted for prospectively as a change in estimate. (h) Financial instruments Financial instruments are recognised initially on the date that the Company becomes party to the contractual provisions of the instrument. On initial recognition, all financial instruments are measured at fair value plus transaction costs (except for instruments measured at fair value through profit or loss where transaction costs are expensed as incurred). Financial assets All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification of the financial assets. Classification On initial recognition, the Company classifies its financial assets into the following categories, those measured at: ● amortised cost ● fair value through profit or loss — FVTPL ● fair value through other comprehensive income — equity instrument (FVOCI — equity) ● fair value through other comprehensive income — debt investments (FVOCI — debt) Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for managing financial assets. Amortised cost Assets measured at amortised cost are financial assets where: ● the business model is to hold assets to collect contractual cash flows; and ● the contractual terms give rise on specified dates to cash flows are solely payments of principal and interest on the principal amount outstanding. The Company’s financial assets measured at amortised cost comprise trade and other receivables and cash and cash equivalents in the consolidated statement of financial position. Subsequent to initial recognition, these assets are carried at amortised cost using the effective interest rate method less provision for impairment. Interest income, foreign exchange gains or losses and impairment are recognised in profit or loss. Gain or loss on derecognition is recognised in profit or loss. Financial assets through profit or loss All financial assets not classified as measured at amortised cost or fair value through other comprehensive income as described above are measured at FVTPL. Net gains or losses, including any interest or dividend income, are recognised in profit or loss. F- 12 Concentration of Key Customers A substantial portion of the Company’s products are sold to its top five customers. For the year ended June 30, 2024 and 2023, 64.8 % and 59.4 %, respectively, of total sales by the Company were to its top five customers. The Company’s top three customers accounted for 49.4 % and 46.0 % of total sales for the year ended June 30, 2024 and 2023, respectively. The Company’s top five customers (and top three) for the year end June 30, 2024 and 2023, along with the total sales from each customer, are summarized in the following tables: Schedule of Total Sales From Each Customer Total Sales Outstanding Balance of Trade Receivables Total Sales for Outstanding Balance of Trade the Year Ended Receivables as at 30 June 2024 30 June 2024 Customer AUD$ AUD$ Daabon Organic Australia Pty Ltd. 6,026,698 1,703,927 Costco Wholesale Australia 5,857,260 1,229,271 Energreen Nutrition Australia Pty Ltd. 4,838,204 - Hygain NSW (Proprietary) Ltd. 3,306,466 250,845 100% Bottling Company Pty Ltd. 1,911,641 - Total Sales Outstanding Balance of Trade Receivables Customer Total Sales for the Year Ended 30 June 2023 AUD$ Outstanding Balance of Trade Receivables as at 30 June 2023 AUD$ 100% Bottling Company Pty Ltd. 5,484,307 1,446,763 Hygain NSW (Proprietary) Ltd. 4,504,121 453,344 Good Earth Oils Pty Ltd. 3,380,714 1,226,945 Pryde’s EasiFeed Pty Ltd. 2,179,696 155,412 Energreen Nutrition Australia Pty Ltd. 1,693,451 - If the sales performance of any of the Company’s key customers declines or if they terminate their cooperation with us or start to cooperate with any of the Company’s competitors, or if there is any modification as to the sales and purchase terms entered into with any of our key customers, our business, financial condition and revenue would be seriously impacted. Impairment of financial assets Impairment of financial assets is recognised on an expected credit loss (ECL) basis for the following assets: ● financial assets measured at amortised cost; and ● debt investments measured at FVOCI. When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis based on the Company’s historical experience and informed credit assessment and including forward-looking information. The Company uses the presumption that an asset which is more than 30 days past due has seen a significant increase in credit risk. The Company uses the presumption that a financial asset is in default when: ● the other party is unlikely to pay its credit obligations to the Company in full, without recourse to the Company to actions such as realising security (if any is held); or ● the financial assets is more than 90 days past due. Credit losses are measured as the present value of the difference between the cash flows due to the Company in accordance with the contract and the cash flows expected to be received. This is applied using a probability weighted approach. Trade receivables and contract assets Impairment of trade receivables and contract assets have been determined using the simplified approach in IFRS 9 which uses an estimation of lifetime expected credit losses. The Company has determined the probability of non-payment of the receivable and contract assets and multiplied this by the amount of the expected loss arising from default. F- 13 The amount of the impairment is recorded in a separate allowance account with the loss being recognised in finance expense. Once the receivable is determined to be uncollectable then the gross carrying amount is written off against the associated allowance. Where the Company renegotiates the terms of trade receivables due from certain customers, the new expected cash flows are discounted at the original effective interest rate and any resulting difference to the carrying value is recognised in profit or loss. Other financial assets measured at amortised cost Impairment of other financial assets measured at amortised cost are determined using the expected credit loss model in IFRS 9. On initial recognition of the asset, an estimate of the expected credit losses for the next 12 months is recognised. Where the asset has experienced significant increase in credit risk then the lifetime losses are estimated and recognised. Financial liabilities The Company measures all financial liabilities initially at fair value less transaction costs, subsequently financial liabilities are measured at amortised cost using the effective interest rate method. The financial liabilities of the Company comprise trade payables, bank and other loans and lease liabilities. (i) Impairment of non-financial assets At the end of each reporting period the Company determines whether there is evidence of an impairment indicator for non-financial assets. Where an indicator exists and regardless of goodwill, indefinite life intangible assets and intangible assets not yet available for use, the recoverable amount of the asset is estimated. Where assets do not operate independently of other assets, the recoverable amount of the relevant cash-generating unit (CGU) is estimated. The recoverable amount of an asset or CGU is the higher of the fair value, less costs of disposal and the value in use. Value in use is the present value of the future cash flows expected to be derived from an asset or cash-generating unit. Where the recoverable amount is less than the carrying amount, an impairment loss is recognised in profit or loss. Reversal indicators are considered in subsequent periods for all assets which have suffered an impairment loss, except for goodwill. (j) Intangible assets Goodwill Goodwill is carried at cost less accumulated impairment losses. The value of goodwill recognised on the acquisition of each subsidiary in which the Company holds less than 100 % interest will depend on the method adopted in measuring the aforementioned non-controlling interest. The Company can elect to measure the non-controlling interest in the acquiree either at fair value (full goodwill method’) or at the non-controlling interest’s proportionate share of the subsidiary’s identifiable net assets (proportionate interest method’). The Company determines which method to adopt for each acquisition. Under the ‘full goodwill method’, the fair values of the non-controlling interests are determined using valuation techniques which make the maximum use of market information where available. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill on acquisition of associates is included in investments in associates. F- 14 Goodwill is not amortised but is tested for impairment annually at the end of financial year and is allocated to the Company’s cash generating units or groups of cash generating units, which represent the lowest level at which goodwill is monitored but where such a level is not larger than an operating segment. Gains and losses on the disposal of an entity include the carrying amount of goodwill related to the entity sold. (k) Cash and cash equivalents Cash and cash equivalents comprise cash on hand, demand deposits and short-term investments which are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value. (l) Employee benefits Provision is made for the Company’s liability for employee benefits arising from services rendered by employees to the end of the reporting period. Employee benefits that are expected to be wholly settled within one year have been measured at the amounts expected to be paid when the liability is settled. Employee benefits expected to be settled more than one year after the end of the reporting period have been measured at the present value of the estimated future cash outflows to be made for those benefits. In determining the liability, consideration is given to employee wage increases and the probability that the employee may satisfy vesting requirements. Cashflows are discounted using market yields on high quality corporate bond rates incorporating bonds rated AAA or AA by credit agencies, with terms to maturity that match the expected timing of cashflows. Changes in the measurement of the liability are recognised in profit or loss. (m) Provisions Provisions are recognised when the Company has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result, and that outflow can be reliably measured. Provisions are measured at the present value of management’s best estimate of the outflow required to settle the obligation at the end of the reporting period. The discount rate used is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the unwinding of the discount is taken to finance costs in the consolidated statement of profit or loss and other comprehensive income. (n) Convertible Promissory Note Convertible notes are presented as a financial liability in the consolidated statement of financial position. On issuance of the convertible notes, the liability is measured at fair value, and subsequently carried at amortised cost (net of transaction costs) until it is extinguished on conversion or redemption. Convertible notes are classified as current liabilities based on the expected conversion date in accordance with the convertible note’s agreements. (o) Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to IAS 32 and IFRS 9. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 479,000 Private Warrants and 450,000 Representative’s Warrants issued in connection with its Initial Public Offering as derivative warrant liabilities in accordance with IAS 32 and IFRS 9. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statements of profit or loss. The fair value of warrants issued by the Company in connection with the Public Offering and Private Placement has been estimated using Monte-Carlo simulations at each measurement date. F- 15 The Company accounts for its 458,720 Warrants issued in connection with the issuance of the convertible debenture as derivative warrant liabilities in accordance with IAS 32 IFRS 9. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statements of profit or loss. (p) Embedded Derivatives A derivative embedded in a hybrid contract is separated from the host and accounted for as a separate derivative if, the economic characteristics and risks are not closely related to the host, a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative, and the hybrid contract is not measured at fair value through profit or loss. Embedded derivatives are measured at fair value with changes in fair value recognised in profit or loss. Reassessment only occurs if there is either a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required or a reclassification of a financial asset out of the fair value through profit or loss category. ( q ) Segment Reporting Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company has determined that it operates as one operating segment. (r ) New and amended standards and interpretations i) New standards, amendments to published approved accounting and reporting standards and interpretations which are effective during the year The Company has applied the following standards and amendments for the first time for its annual reporting for the period commencing 1 July 2023: ● Definition of Accounting Estimates - amendments to IAS 8 ● International Tax Reform - Pillar Two Model Rules - amendments to IAS ● Deferred Tax related to Assets and Liabilities arising from a Single Transaction - amendments to IAS 12 ● Disclosure of Accounting Policies - Amendments to IAS 1 and IFRS Practice Statement 2 The amendments listed above did not have any impact on the amounts recognised in prior periods and are not expected to significantly affect the current or future periods. ii) Standards, amendments to published standards and interpretations that are not yet effective and have not been early adopted by the Company ● Amendments to IFRS 10 and IAS 28 - Sale or Contribution of Assets between an Investor and its Associate or Joint Venture ● Amendments to IAS 1 - Classification of Liabilities as Current or Non-current ● Amendments to IAS 7 and IFRS 7 - Supplier Finance Arrangements ● Amendments to IFRS 16 - Lease Liability in a Sale and Leaseback ● Amendments to IFRS 18 – Presentation and Disclosure in Financial Statements The amendments listed above have been published but are not mandatory for 30 June 2024 reporting periods and have not been early adopted by the Company. These amendments are not expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions. 4 Critical Accounting Estimates and Judgments The directors make estimates and judgements during the preparation of these consolidated financial statements regarding assumptions about current and future events affecting transactions and balances. These estimates and judgements are based on the best information available at the time of preparing the financial statements, however as additional information is known then the actual results may differ from the estimates. The significant estimates and judgements made have been described below. Key estimates — provisions As described in the accounting policies, provisions are measured at management’s best estimate of the expenditure required to settle the obligation at the end of the reporting period. These estimates are made taking into account a range of possible outcomes and will vary as further information is obtained. Key estimates — expected credit losses Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments. In assessing the expected credit losses, the Company takes in account recent sales experience and historical collection rates. Key estimates — inventory Each item on inventory is reviewed on an annual basis to determine whether it is being carried at higher than its net realisable value. During the year, management conducts routine evaluations of its inventories to ensure that the carrying value of inventories does not exceed net realizable value (“NRV”). NRV is based on the estimated selling price of inventories less, estimated costs of completion. If the carrying value of inventories exceeds NRV, the surplus is recognized within Cost of sales, writing down the value of inventories to establish a new cost basis. Management conducts routine analyses to determine if estimates (e.g., estimated selling prices and estimated costs) used in the NRV calculation require changes and if additional impairment adjustments to inventories are required. Key estimates - impairment of non-financial assets The Company assesses impairment of all assets (including intangible assets) at each reporting date by evaluating conditions specific to the Company and to the particular asset that may lead to impairment. These include product, technology, economic and political environments and future product expectations. If an impairment trigger exists the recoverable amount of the asset is determined. Given the current uncertain economic environment management considered that the indicators of impairment were significant enough and as such these assets have been tested for impairment in this financial period. Refer to Note 3(h) for details regarding the method and assumptions used. Key estimates - fair value of derivative financial instruments The fair values of derivative financial instruments that are not quoted in active markets are determined by using valuation techniques. Valuation techniques used include discounted cash flows analysis and models with built-in functions available in externally acquired financial analysis or risk management systems widely used by the industry such as option pricing models. To the extent practical, the models use observable data. In addition, valuation adjustments may be adopted if factors such as credit risk are not considered in the valuation models. Management judgement and estimates are required for the selection of appropriate valuation parameters, assumptions and modelling techniques. F- 16 5 Cash and Cash Equivalents Schedule of Cash and Cash Equivalents 2024 2023 AUD$ AUD$ Cash at bank and in hand 514,140 121,273 Total cash and cash equivalents 514,140 121,273 6 Trade and Other Receivables Schedule of Trade and Other Receivables 2024 2023 AUD$ AUD$ Restated CURRENT Related party receivable - 1,226,945 Trade receivables, net (1) 4,470,101 3,210,308 Total current trade and other receivables 4,470,101 4,437,253 (1) Trade receivables are presented net of an allowance of AUD$ 138,000 and AUD$ 380,604 at June 30, 2024 and 2023, respectively. The carrying value of trade receivables is considered a reasonable approximation of fair value due to the short-term nature of the balances. The maximum exposure to credit risk at the reporting date is the fair value of each class of receivable in the financial statements. Expected credit loss for the years ended June 30, 2024 and 2023 was AUD$ 138,000 and AUD$ 380,604 , respectively. The table below presents the expected credit losses on trade receivables for the year ended June 30, 2024: Schedule of Expected Credit Losses on Trade Receivables Current sales [30] days [60] days [90] days Total Balance as at reporting date $ 1,937,078 $ 704,576 $ 1,047,911 $ 918,534 $ 4,608,099 Expected loss rate 0.75 % 2.27 % 4.86 % 6.16 % - ECL allowance $ 14,520 $ 15,995 $ 50,935 $ 56,550 $ 138,000 7 Inventories Write downs of inventories to net realisable value during the year were $ NIL (2023: $ NIL ). Schedule of inventories 2024 2023 AUD$ AUD$ Restated CURRENT Raw materials and consumables 5,678,351 961,223 Finished Goods 466,787 8440 Consumables 57,022 50,806 Total inventories 6,202,160 1,020,469 8 Property, plant and equipment Schedule of Property Plant and Equipment 2024 2023 AUD$ AUD$ Restated LAND AND BUILDINGS Freehold land At cost 312,377 312,377 Total Land 312,377 312,377 Buildings At cost 5,490,655 5,490,655 Accumulated depreciation ( 1,155,138 ) ( 1,017,872 ) Total buildings 4,335,517 4,472,783 Total land and buildings 4,647,894 4,785,160 PLANT AND EQUIPMENT Plant and equipment At cost 13,118,595 8,731,976 Accumulated depreciation ( 3,200,732 ) ( 2,988,963 ) Total plant and equipment 9,917,863 5,743,013 Motor vehicles At cost 84,136 45,845 Accumulated depreciation ( 45,354 ) ( 45,845 ) Total motor vehicles 38,782 - Office equipment At cost 58,890 52,211 Accumulated depreciation ( 45,916 ) ( 37,792 ) Total office equipment 12,974 14,419 Total plant and equipment 9,969,619 5,757,432 Total property, plant and equipment 14,617,513 10,542,592 F- 17 (a) Movements in carrying amounts of property, plant and equipment Movement in the carrying amounts for each class of property, plant and equipment between the beginning and the end of the current financial year: Schedule of Detailed Information About Property Plant And Equipment Land Buildings Plant and Equipment Motor Vehicles Office Equipment Total AUD$ AUD$ AUD$ AUD$ AUD$ AUD$ Year ended 30 June 2024 Balance at the beginning of the year 312,377 4,472,783 5,743,013 - 14,419 10,542,592 Additions - - 4,432,465 38,291 6,679 4,477,435 Reclassification - - ( 8,094 ) 9,840 ( 1,746 ) - Depreciation expense - ( 137,266 ) ( 249,521 ) ( 9,349 ) ( 6,378 ) ( 402,514 ) Balance at the end of the year 312,377 4,335,517 9,917,863 38,782 12,974 14,617,513 Plant and Motor Office Land Buildings Equipment Vehicles Equipment Total AUD$ AUD$ AUD$ AUD$ AUD$ AUD$ Year ended 30 June 2023 Balance at the beginning of the year, (Restated) 312,377 4,843,125 2,719,144 8,431 19,371 7,902,448 Additions - - 3,109,422 - 6,569 3,115,991 Reclassification - ( 233,076 ) 228,086 5,359 ( 369 ) - Depreciation expense - ( 137,266 ) ( 313,639 ) ( 13,790 ) ( 11,152 ) ( 475847 ) Balance at the end of the year 312,377 4,472,783 5,743,013 - 14,419 10,542,592 9 Intangible Assets Schedule Of Detailed Information About Intangible Assets 2024 2023 AUD$ AUD$ Goodwill (Cost model) 2,582,495 2,582,495 Total Intangible assets 2,582,495 2,582,495 F- 18 10 Other non-financial assets Schedule of Other Non Financial Assets 2024 2023 AUD$ AUD$ Restated CURRENT Prepayments of seed assets - 3,672,697 Tax prepayment - 253,760 Other current assets 201,830 299,555 Total non-financial assets 201,830 553,315 2024 2023 AUD$ AUD$ NON-CURRENT Prepayment of equipment 429,841 - Prepayment of seed purchase is the upfront payment for purchasing canola seed for the next six months, it accounts for 6,000 tonnage of canola seed held by the third-party suppliers and will be transferred to the Company in a less than six month period. 11 Trade and Other Payables Schedule of Trade Payables 2024 2023 AUD$ AUD$ Restated CURRENT Related parties - payable 589,166 4,936,423 Trade payables 9,866,518 1,776,345 Total trade and other payables 10,455,684 6,712,768 Trade and other payables are unsecured, non-interest bearing and are normally settled within 30 days. The carrying value of trade and other payables is considered a reasonable approximation of fair value due to the short-term nature of the balances. The increase in trade payables from yearend 2024 over 2023 is attributable to the post-closing of the business combination through which the Company inherited approximately $ 5.9 million in accounts payable to various service providers including investor banker, legal counsels, auditor and accounting advisor. 12 Borrowings Secured bank loan The Company obtained an AUD$ 14 million bank facility to fund the expansion of the Cootamundra facility. The Company has deployed the AUD$ 14 million bank facility as follows: (i) AUD$ 4 million was allocated for equipment finance, (ii) AUD$8 million for working capital to purchase canola seed with max trade advance tenor of 120 days with BBSY plus 1.5 % margin rate per annum, and (iii) AUD$ 2 million for interest only loan over three years with interest rate of variable base rate minus a margin of 3.48 % per annum for business growth and working capital related to the crushing plant’s expansion. On February 14, 2024, the Company issued a note for an equipment loan to the Commonwealth Bank of Australia in an aggregate principal amount of AUD$ 4,000,000 (the “Secured Bank Loan”). The note has a term of 60 months and a variable interest rate of 7.95 %. The Secured Bank loan is payable in twenty (20) quarterly payments of AUD$ 244,643 , commencing on May 19, 2024. Commonwealth Bank of Australia, as senior lender, has a total of $ 2 million secured by first mortgages over the Company’s freehold land and buildings. The financial assets pledged as collateral represent a floating charge and cannot be disposed of without the consent of the financier. Convertible Note In connection with the closing of the Business Combination, the Company closed the private placement, pursuant to the private offering rules under the Securities Act of 1933, as amended (the “Securities Act”), of the Arena Warrants and Debentures pursuant to the Securities Purchase Agreement dated August 23, 2023 between the Company, AOI, EDOC, certain AOI subsidiaries and Arena Investors, LP (the “PIPE Investors”) and executed the Arena Transaction Documents including the 10 % Original Issue Discount Secured Convertible Debenture, the Arena Warrant, the Registration Rights Agreement and related documents. On February 29, 2024, the Company entered into Amendment No.3 to the Securities Purchase Agreement for the purchase and sale of Debentures and Warrants as described below On the First Closing Date, the Company agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Company, a 10 % original issue discount secured convertible debenture issued by the Company in the amount of the First Closing Principal Amount of USD $ 2,222,222 (the “First Closing Debenture”). The First Closing Debenture shall mature on the date that is eighteen ( 18 ) months from the First Closing Date. At the first Closing, in consideration for the issuance by the Company to the Purchaser of the First Closing Debenture, the Purchaser shall pay to the Company an amount equal to the sum of (A) USD$2,000,000 minus (B) the First Closing Reserve Amount (such amount, the “First Closing Subscription Amount”) ( i.e. , USD $1,000,000), minus applicable legal fees and expenses of the Purchaser to be reimbursed to the Purchaser. The Purchaser shall hold the First Closing Reserve Amount ( i.e. , USD$1,000,000) in reserve at the first Closing and, from time to time during the period beginning from the first Closing until the earlier to occur of (A) the maturity date of the First Closing Debenture and (B) the payment by the Purchaser to the Company of First Closing Reserve Advances in the aggregate amount of the First Closing Reserve Amount, upon the conversion by the Purchaser of portions of the outstanding principal amount of the First Closing Debenture in the amounts set forth in the schedule below, the Purchaser shall, within five (5) Business Days following the date the Underlying Shares resulting from the applicable conversion are delivered to the Purchaser in accordance with the terms of the First Closing Debenture, release and pay to the Company a portion of the First Closing Reserve Amount in the amount of USD$200,000 (each, a “First Closing Reserve Advance”, and collectively, the “First Closing Reserve Advances”): (A) an initial First Closing Reserve Advance shall be released upon the conversion of USD$ 622,222 of the outstanding principal amount of the First Closing Debenture (such that following such conversion, the outstanding principal amount of the First Closing Debenture is USD$ 1,600,000 ); (B) a further First Closing Reserve Advance shall be released upon the conversion of USD$ 400,000 of the outstanding principal amount of the First Closing Debenture (such that following such conversion, the outstanding principal amount of the First Closing Debenture is USD$ 1,200,000 ); (C) a further First Closing Reserve Advance shall be released upon the conversion of USD$ 400,000 of the outstanding principal amount of the First Closing Debenture (such that following such conversion, the outstanding principal amount of the First Closing Debenture is USD$ 800,000 ); (D) a further First Closing Reserve Advance shall be released upon the conversion of USD$ 400,000 of the outstanding principal amount of the First Closing Debenture (such that following such conversion, the outstanding principal amount of the First Closing Debenture is USD$ 400,000 ); and (E) a further First Closing Reserve Advance shall be released upon the conversion of USD$ 400,000 of the outstanding principal amount of the First Closing Debenture (such that following such conversion, the outstanding principal amount of the First Closing Debenture is USD$ 0 ). The obligation of the Purchaser to make First Closing Reserve Advances to the Company (a) shall expire at the maturity date of the First Closing Debenture regardless of whether the Purchaser has made First Closing Reserve Advances in the aggregate amount of the First Closing Reserve Amount to the Company as of such date; provided further, for the avoidance of doubt and notwithstanding anything to the contrary set forth herein, the original principal amount of the First Closing Debenture shall be the First Closing Principal Amount ( i.e. , USD$ 2,222,222 ), however, if the aggregate amount of First Closing Reserve Advances made by the Purchaser to the Company on or prior to the maturity date of the First Closing Debenture is less than the First Closing Reserve Amount, then, effective as of the maturity date of the First Closing Debenture, the original principal amount of the First Closing Debenture shall be reduced by an amount equal to the sum of (A) USD$1,000,0000 minus (B) the aggregate amount of First Closing Reserve Advances made by the Purchaser to the Company on or prior to the maturity date of the First Closing Debenture. On the Second Closing Date, the Company agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Company, a 10 % original issue discount secured convertible debenture issued by the Company in the amount of the Second Closing Principal Amount of USD$ 2,777,777 (the “Second Closing Debenture”), and on the Third Closing Date, the Company agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Company, a 10 % original issue discount secured convertible debenture issued by the Company in the amount of the Third Closing Principal Amount of USD$ 2,777,777 (the “Third Closing Debenture”, and together with the First Closing Debenture and the Second Closing Debenture, each as the same may be amended, amended and restated or otherwise modified from time to time, a “Debenture”, and collectively, the “Debentures”). The Second Closing Debenture and the Third Closing Debenture shall mature on the date that is eighteen (18) months from the First Closing Date.” F- 19 Sponsor Escrow Amount As an additional condition precedent to the Purchaser’s obligation to consummate the first Closing, on or prior to the First Closing Date, the Company shall cause the Sponsor to fund USD$ 1,000,000 in immediately available funds (the “Sponsor Escrow Amount”) into an escrow account designated by the Purchaser subject to an escrow agreement in form and substance satisfactory to the Purchaser by and among the Purchaser, the Sponsor and the Sponsor Escrow Agent (the “Sponsor Escrow Agreement”), which Sponsor Escrow Agreement shall provide, among other things, that (i) the Sponsor Escrow Agent may not disburse any portion of the Sponsor Escrow Amount from the escrow account unless directed to do so by written notice from the Purchaser to the Sponsor Escrow Agent, (ii) upon the occurrence of an Event of Default (as defined in the First Closing Debenture), the Purchaser may send notice to the Sponsor Escrow Agent to disburse 100% of the funds then held in the escrow account to the Purchaser, and upon receipt of such notice the Sponsor Escrow Agent shall disburse 100% of the funds then held in the escrow account to the Purchaser for the account of the Purchaser, to be applied towards the obligations of the Company then owing to the Purchaser under the Transaction Documents; and (iii) from time to time during the period beginning from the first Closing until the earlier to occur of an (A) Event of Default (as defined in the First Closing Debenture), (B) the satisfaction of all of the Company’s obligations under the First Closing Debenture on or before the maturity date of the First Closing Debenture, and (C) the date 100% of the Sponsor Escrow Amount has been disbursed from the escrow account, upon the conversion by the Purchaser of portions of the outstanding principal amount of the First Closing Debenture in the amounts set forth in the schedule below, the Purchaser shall, within five (5) Business Days following the date the Underlying Shares resulting from the applicable conversion are delivered to the Purchaser in accordance with the terms of the First Closing Debenture, send written notice to the Sponsor Escrow Agent to disburse to the Sponsor a portion of the Sponsor Escrow Amount in the amount of USD$ 200,000 (each a “Sponsor Disbursement” and collectively, the “Sponsor Disbursements”): (A) an initial Sponsor Disbursement shall be released upon the conversion of USD$ 1,422,222 of the outstanding principal amount of the First Closing Debenture (such that following such conversion, the outstanding principal amount of the First Closing Debenture is USD$ 800,000 ); (B) a further Sponsor Disbursement shall be released upon the conversion of USD$ 200,000 of the outstanding principal amount of the First Closing Debenture (such that following such conversion, the outstanding principal amount of the First Closing Debenture is USD$ 600,000 ); (C) a further Sponsor Disbursement shall be released upon the conversion of USD$ 200,000 of the outstanding principal amount of the First Closing Debenture (such that following such conversion, the outstanding principal amount of the First Closing Debenture is USD$ 400,000 ); (D) a further Sponsor Disbursement shall be released upon the conversion of USD$ 200,000 of the outstanding principal amount of the First Closing Debenture (such that following such conversion, the outstanding principal amount of the First Closing Debenture is USD$ 200,000 ); and (E) a further Sponsor Disbursement shall be released upon the conversion of USD$ 200,000 of the outstanding principal amount of the First Closing Debenture (such that following such conversion, the outstanding principal amount of the First Closing Debenture is USD$ 0 ).” Warrants As additional consideration for the Purchaser’s purchase of Debentures, the Company shall issue to the Purchaser, simultaneously with the issuance of each Debenture purchased by the Purchaser from the Company on the applicable Closing Date, a warrant to purchase the Company’s Ordinary Shares (each, as the same may be amended, amended and restated or otherwise modified from time to time, a “Warrant”, and collectively, the “Warrants”). Each such Warrant shall, among other things, (i) provide for the purchase by the Purchaser of a number of Ordinary Shares (the “Warrant Shares”) equal to 25 % of the total principal amount of the related Debenture purchased by the Purchaser on the applicable Closing Date hereunder divided by 92.5% of the average of the three (3) lowest daily VWAP of the Ordinary Shares for the ten (10) consecutive Trading Day period ended on the last Trading Day immediately preceding such Closing Date, subject to adjustment upon the occurrence of certain events as set forth in such Warrant and be exercisable at the Exercise Price. (Note 1 4) Closings There may be up to three (3) Closings until such time as the earlier to occur of (1) subscriptions for the sale of the Debentures hereunder in an aggregate principal amount equal to the Aggregate Subscription Amount are funded by the Purchaser and (2) the termination of the Agreement. Penny Warrants The Company agrees that in the event that (i) the Company fails to transfer all of Energreen’s equity interests in CQ Oilseeds to the Company such that CQ Oilseeds becomes a wholly-owned subsidiary of the Company on or prior to the development and construction of CQ Oilseeds Facility (the “Facility”) so that the Facility may be occupied and utilized for its intended use and the first 100 pounds of oil seeds are processed by the Facility (the “Substantial Completion Date”), (ii) the Company fails to achieve the transfer of the Australian Crushing Plant Lease from Energreen to CQ Oilseeds on or prior to the Substantial Completion Date, (iii) CQ Oilseeds fails to grant to the Purchaser a first priority security interest in all of its assets, free and clear of all other liens and encumbrances other than the first priority security interest of the Purchaser pursuant to Australian Oilseeds General Security Deed and the Australian Leasehold Mortgage on or prior to the Substantial Completion Date, and/or (iv) any of CQ Oilseeds, Energreen, or the Company fails to comply with, or breaches any of the covenants in any Transaction Document, then (i) the Company shall issue to the Purchaser a warrant to purchase ten million (10,000,000) Ordinary Shares (the “Penny Warrants”) at an exercise price of USD$ 0.01 per Ordinary Share. (Note 1 4) The following table summarizes outstanding borrowings as of June 30, 2024 and 2023: Schedule of Borrowings Current Non-Current Total Current Non-Current Total 2024 2023 AUD$ AUD$ Current Non-Current Total Current Non-Current Total Secured bank loans (1) $ 978,574 $ 5,051,910 $ 6,030,484 $ 396,881 $ 2,078,570 $ 2,475,451 Convertible note, net of debt discount $ 1,181,953 $ - $ 1,181,953 $ - $ - $ - Total $ 2,160,527 $ 5,051,910 $ 7,212,437 $ 396,881 $ 2,078,570 $ 2,475,451 (1) Includes $ 3,878,833 outstanding on the equipment finance secured bank loan and $ 2,151,651 outstanding on the interest only secured bank loan as of June 30, 2024. There was no balance outstanding on the working capital secured bank loan as of June 30, 2024 and 2023. The following table summarizes the outstanding Convertible Note as of June 30, 2024 and 2023: Schedule of Outstanding Convertible Note June 30, 2024 June 30, 2023 AUD$ AUD$ Principal value of Convertible Note $ 1,874,574 $ - Debt discount (1) , net of amortization ( 692,621 ) - Convertible Note $ 1,181,953 $ - (1) The debt discount includes the following and is being amortized over 18 months: Schedule of Debt Discount AUD$ 10% OID $ 340,832 Fair value of Ordinary share Warrants 117,193 Fair value of Penny Warrants 218,107 Equity component 140,495 Total debt discount $ 816,627 Less: amortization ( 124,006 ) Debt discount at June 30, 2024 $ 692,621 The future payments of the equipment finance secured bank loan as of June 30, 2024 were as follows: Schedule of Future Payments of Finance Secured Bank Loan Calendar year AUD$ Remainder of 2024 $ 489,287 2025 978,573 2026 978,573 2027 978,573 2028 978,573 2029 244,643 Total payments outstanding 4,648,222 Less: accrued interest ( 769,389 ) Total equipment finance secured loan outstanding 3,878,833 F- 20 13 Issued Capital Following the Business Combination, the Company has authorized 555,000,000 shares including 500,000,000 Class A Ordinary Shares, 50,000,000 Class B Ordinary Shares, and 5,000,000 Preference Shares, each of par value $ 0.0001 per share. In addition, the Company has three classes of warrants ( i.e. , Public Warrants, Private Warrants and PIPE Warrants) issued and outstanding. Schedule of Issued Capital Following Business Combination 30 June 2024 30 June 2023 Number Share Number Share of shares capital of shares capital Issuance of shares to AOI shareholders 18,646,643 2,860 18,646,643 2,860 Issuance of shares to SPAC shareholders 124,768 19 - - Issuance of shares to SPAC Founders 2,666,900 409 - - Conversion of convertible notes 150,000 23 - - Issuance of shares in exchange for advisory services 694,391 107 Recapitalization costs (Note XX) Conversion of rights 941,400 144 - - Total - - - - Costs attributable to the issuance of shares in connection with the business combination - - - - Issued Capital 23,224,102 3,562 18,646,643 2,860 Share premium: 30 June 2024 30 June 2023 Share Premium Share Premium Issuance of shares to AOI shareholders 2,579,627 2,579,627 Issuance of shares to SPAC shareholders 3,024,191 - Issuance of shares to SPAC Founders ( 5,791,835 ) - Conversion of convertible notes 2,300,590 - Issuance of shares in exchange for advisory services ( 107 ) - Conversion of rights ( 144 ) - Issuance of convertible note – equity component 140,495 - Recapitalization costs 16,126,854 - Other shares ( 250 ) - Total 18,379,671 2,579,627 Less: Costs attributable to the issuance of shares in connection with the business combination ( 1,315,013 ) - Issued Capital 17,064,658 2,579,627 F- 21 14 Warrants The Company accounts for the Public warrants, the Private Placement warrants, the Representative warrants, the Penny warrants, and the Arena Ordinary share warrants in accordance with the guidance contained in IAS 32 and IFRS 9 under which the Public warrants meet the criteria for equity treatment and are recorded as equity due to the settlement provision in the warrant agreement. In accordance with IAS 32 and IFRS 9, the Private Placement warrants, Representative warrants, the Penny warrants and Arena Ordinary share warrants (collectively the “Warrants”) are initially required to be classified as liability instruments in its entirety; therefore, the Warrants are required to be measured at fair value at each reporting period with changes in fair value recorded within earnings. The following table presents the warrants outstanding and exercisable on June 30, 2024: Schedule of Warrant Outstanding Public warrants 9,000,000 Private Placement warrants 479,000 Representative warrants 450,000 Arena Ordinary share warrants 458,720 Total warrants 10,387,720 As of June 30, 2023, the Company did not have any warrants issued. Public, Private, and Representative Warrants As part of EDOC’s IPO, EDOC issued warrants to third-party investors where each whole warrant entitles the holder to purchase one share of the Company’s ordinary shares at an exercise price of USD$ 11.50 per share (the “Public Warrants”). Simultaneously with the closing of the IPO, EDOC completed the private sale of warrants where each warrant allows the holder to purchase one share of the Company’s ordinary shares at USD$ 11.50 per share. Additionally, the Company issued to the underwriters a warrant (“Representative’s Warrant) to purchase up to 450,000 Class A ordinary shares stock at an exercise price of USD$ 11.50 per share. These warrants expire on the fifth anniversary of the Business Combination or earlier upon redemption or liquidation and are exercisable commencing 30 days after the Business Combination, provided that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. The Company may call the warrants for redemption (excluding the private warrants, and any outstanding Representative’s Warrants, and any warrants underlying units issued to the Sponsor, initial shareholders, officers, directors or their affiliates in payment of Working Capital Loans made to the Company), in whole and not in part, at a price of USD$ 0.01 per warrant: ● at any time while the warrants are exercisable, ● upon not less than 30 days’ prior written notice of redemption to each warrant holder, ● if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30-trading day period ending on the third trading business day prior to the notice of redemption to warrant holders, and ● if, and only if, there is a current registration statement in effect with respect to the issuance of the Class A ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day until the date of redemption. F- 22 Arena Ordinary Share Warrants In connection with the closing of the Business Combination, the Company closed the private placement, pursuant to the private offering rules under the Securities Act of 1933, as amended (the “Securities Act”), of the Arena Warrants and Debentures pursuant to the Securities Purchase Agreement dated August 23, 2023 between the Company, AOI, EDOC, certain AOI subsidiaries and Arena Investors, LP (the “PIPE Investors”) and executed the Arena Transaction Documents including the 10 % Original Issue Discount Secured Convertible Debenture, the Arena Warrant, the Registration Rights Agreement and related documents. The Ordinary Shares pursuant to the Arena Warrants grant the PIPE Investors the right to purchase the number of Ordinary Shares underlying the Warrants equal to 25 % of the total principal amount of the related Debenture purchased by the PIPE Investor on the applicable closing date divided by 92.5% of the average of the three (3) lowest daily VWAP of the Ordinary Shares for the ten (10) consecutive trading day period ended on the last trading day immediately preceding such closing date, subject to adjustment upon the occurrence of certain events as set forth in such Arena Warrant be exercisable at the exercise price set forth in the Arena Warrants, as may be adjusted pursuant to the terms of the Arena Warrants. Penny Warrants In connection with the Amendment No. 3 to the Securities Purchase Agreement the Company agrees that in the event that (w) the Company fails to achieve the transfer of all of Energreen’s equity interests in CQ Oilseeds to the Company such that CQ Oilseeds becomes a wholly-owned subsidiary of the Company on or prior to the Substantial Completion Date, (x) the Company fails to achieve the transfer of the Australian Crushing Plant Lease from Energreen to CQ Oilseeds on or prior to the Substantial Completion Date, (y) CQ Oilseeds fails to grant to the Purchaser a first priority security interest in all of its assets, free and clear of all other liens and encumbrances other than the first priority security interests of the Purchaser pursuant to the Australian CQ Oilseeds General Security Deed and the Australian Leasehold Mortgage on or prior to the Substantial Completion Date, on or prior to the Substantial Completion Date, and/or (z) any of CQ Oilseeds, Energreen, the Company or the Company fails to comply with, or breaches any of the covenants in any Transaction Document, then (i) the Company shall issue to the Purchaser a warrant to purchase ten million (10,000,000) Ordinary Shares at an exercise price of USD$0.01 per Ordinary Share (as the same may be amended, amended and restated or otherwise modified from time to time, a “Penny Warrant”) and (ii) the Company shall enter into a Registration Rights Agreement with the Purchaser providing registration rights with respect to the Underlying Shares issuable under the Penny Warrant with terms substantially similar to the terms provided in the First Registration Rights Agreement. The Penny Warrant shall, among other things, (i) provide for the purchase by the Purchaser of ten million (10,000,000) Ordinary Shares (the “Penny Warrant Shares”), subject to adjustment upon the occurrence of certain events as set forth in such Penny Warrant; (ii) be exercisable at a price of USD$0.01 per Ordinary Share; and (iii) be substantially in the form of Exhibit C attached hereto. The Company and AOI agree that, from time to time, upon written notice from the Purchaser, the Company shall provide and cause their Subsidiaries to provide the Purchaser with any information and documentation related to the progress of the construction of the CQ Oilseeds Facility as the Purchaser may request in its discretion. 15 Lease liabilities and right-of-use assets The Company’s leases include rental of a solar power system and plant space. Lease liabilities are secured by the related leased assets. Solar power system lease The solar power system lease has a term commencing on October 31, 2015 through December 31, 2023. Land lease The Company leases land in Cootamundra, Australia, where the oilseed processing plant and ancillary buildings accommodating the equipment and facilities are located. The Cootamundra land lease has a term commencing on January 1, 2023 through December 31, 2025. Balances of the right-of use assets and lease liabilities are set forth on the accompanying statement of financial position. The following table shows the remaining contractual maturities of the Company’s lease liabilities and the right-of-use assets as of June 30, 2024 and 2023: Schedule of Contractual Maturities Lease Liabilities and Right of Use Assets Right-of-use assets 2024 2023 Restated At cost $ 1,347,718 $ 1,347,718 Less accumulated amortisation ( 403,298 ) ( 307,245 ) Total $ 944,420 $ 1,040,472 2024 2023 Restated Lease liabilities Within 1 year (Current) $ 89,109 $ 82,386 After 1 year but within 2 years 80,750 92,405 After 2 years but within 5 years 224,930 227,744 After 5 years 573,667 651,603 Non-current 879,347 971,752 Total $ 968,456 $ 1,054,138 16 Revenue The Company derives its revenue principally from wholesale and retail sales of chemical free, non-GMO, sustainable edible oils and products derived from oilseeds. The Company derives revenue from the transfer of goods at a point in time. The table below shows the Company’s revenue disaggregated by product type. Schedule of Revenue Disaggregated 2024 2023 Year Ended June 30, 2024 2023 Restated Wholesale oils $ 11,481,072 $ 20,451,942 Hype protein meals 9,175,505 5,577,709 Toll crushing service 222,095 2,156,827 Seeds - 664,000 Other sales 291,351 198,867 Retail oils 12,557,199 - Total revenues $ 33,727,222 $ 29,049,345 17 Cost of Sales Schedule of Cost of sales 2024 2023 Year Ended June 30, 2024 2023 Restated Cost of finished goods $ 5,273,627 $ - Cost of material 17,432,898 18,710,436 Direct labor 1,917,665 2,154,793 Freight and storage 2,112,109 1,615,464 Depreciation 481,093 547,454 Occupancy costs 341,790 415,436 Repairs and maintenance 251,600 619,020 Total cost of sales $ 27,810,782 $ 24,062,603 18 General and administrative expenses Schedule of General and Administrative expenses 2024 2023 Year Ended June 30, 2024 2023 Restated Professional fees $ 973,482 $ 1,094,500 Employee costs 428,715 179,301 Insurance 492,676 152,911 Other expenses 546,879 265,908 Management fee 312,000 252,000 Expected credit losses 264,798 380,604 Travel expenses 112,291 39,290 Depreciation 17,473 24,444 Technology costs 17,187 42,784 Occupancy costs 43,990 12,298 Security 9,266 18,280 Utilities 6,086 5,112 Total general and administrative expenses $ 3,224,843 $ 2,467,432 19 Selling and marketing expenses Schedule of Selling and Marketing expenses 2024 2023 Year Ended June 30, 2024 2023 Professional fees $ 327,309 $ - Advertising and marketing expenses 85,227 - Total selling and marketing expenses $ 412,536 $ - F- 23 20 Other Income Schedule of Other Income 2024 2023 Year Ended June 30, 2024 2023 Gain on forgiveness of payables (1) $ 670,782 $ - Other income 37,129 48,273 Total other income $ 707,911 $ 48,273 (1) Includes forgiveness of legal fees of AUD$ 383,425 (Note 31), printer fees of $AUD 126,482 , and consultant fees of AUD$ 160,875 . 21 Key management personnel compensation Key management personnel remuneration included within employee expenses for the year is shown below: Schedule of Key Management Personnel 2024 2023 AUD$ AUD$ Short-term employee benefits 236,154 134,407 Post-employment benefits 27,158 13,441 Key management personnel 263,312 147,848 22 Interests in Associates Set out below are the associates and joint ventures of the Company as of 30 June 2024 and 2023 which, in the opinion of the directors, are material to the Company. The entities listed below have share capital consisting solely of ordinary shares, which are held directly by the Company. The country of incorporation or registration is also their principal place of business, and the proportion of ownership interest is the same as the proportion of voting rights held. Schedule of Interest in Associates Principal place of Percentage Percentage business/Country of Owned (%) * Owned (%) * Incorporation 2024 2023 Name of entity: Good Earth Oils Pty Ltd Australia 100 50 * The percentage of ownership interest held is equivalent to the percentage voting rights for all subsidiaries Good Earth Oils Pty Ltd., Good Earth Oils Pty Ltd is a sales and marketing company who promote editable oils to Australian local market through local supermarket retail chains. Its product range branding canola oils and vegetable oils under its unique branding “Cold Pressed No GMO” mostly sourced from the company group. The Company was acquired in July 2023. 23 Finance Expenses Schedule of Finance Expenses 2024 2023 AUD$ AUD$ Amortization of debt discount 124,006 - Interest expense 711,807 612,735 Total finance expenses 835,813 612,735 24 Income Tax Expense Schedule of Income Tax Expense 2024 2023 AUD$ AUD$ Current taxes 347,691 109,878 Deferred tax expense (benefit) ( 34,270 ) - Income tax expense 313,421 109,878 (a) Reconciliation of income tax to accounting profit: Schedule of Components of Income Tax Expense 2024 2023 AUD$ AUD$ (Loss)/Net Profit before Tax ( 20,917,260 ) 1,954,848 Tax 25 % 25 % Income tax benefit computed at the statutory tax rate ( 5,229,315 ) 488,712 Less: Tax offset of Research & Development incentive - 115,960 Tax adjustment of transaction cost to be amortized over the time ( 5,584,202 ) - Recoupment of prior year tax losses not previously brought to account 41,466 262,874 Income tax expense 313,421 109,878 F- 24 25 Earnings per share Schedule of Basic and Diluted Earning Per Share and Weighted Average Number of Shares (a) Basic earnings per share 2024 2023 AUD$ AUD$ Total basic (loss) earnings per share attributable to the ordinary equity holders of the company ( 1.07 ) 0.10 (b) Diluted earnings per share 2024 2023 AUD$ AUD$ Total diluted (loss) earnings per share attributable to the ordinary equity holders of the company ( 1.07 ) 0.10 (c) Weighted average number of shares used as the denominator 2024 2023 Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share 19,900,741 18,646,643 Adjustments for calculation of diluted earnings per share: - - Amounts uncalled on partly paid shares and calls in arrears - - Options - - Deferred shares - - Convertible notes - - Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted earnings per share 19,900,741 18,646,643 26 Cash Flow Information (a) Reconciliation of cash Cash at the end of the financial year as shown in the consolidated statement of cash flows is reconciled to items in the consolidated statement of financial position as follows: Schedule of Reconciliation of Cash 2024 2023 AUD$ AUD$ Cash and cash equivalents 514,140 121,273 (b) Reconciliation of result for the year to cashflows from operating activities Reconciliation of net income to net cash provided by operating activities: Reconciliation of net income to net cash provided by operating activities: Schedule of Reconciliation of Net Income to Net Cash Provided by Operating Activities (Loss) Profit for the year ( 21,230,681 ) 1,844,970 Non-cash flows in profit: – gain on forgiveness of payables ( 670,782 ) – depreciation 498,566 571,899 – Recapitalization expense 16,301,915 - – change in fair value of warrants ( 141,874 ) - Changes in assets and liabilities: – (increase)/decrease in trade and other receivables ( 32,848 ) ( 884,401 ) – (increase)/decrease in prepayment of seed purchase 3,672,697 ( 2,593,941 ) – (increase)/decrease in other assets 351,485 ( 1,174,503 ) – (increase)/decrease in inventories ( 5,181,691 ) 112,917 – increase/(decrease) in trade and other payables (1) 3,742,915 2,778,396 – increase/(decrease) in provisions 505,368 34,459 Cash flows from operations ( 2,184,930 ) 689,796 (1) Included in this balance is a noncash amount related to recapitalization costs of $ 5,163,951 Non-cash investing and financing activities were as follows: Schedule of Non-cash Investing and Financing Activities 2024 2023 Acquisition of ROU assets and lease liabilities - 275,953 Purchases of property, plant and equipment in trade payables 877,967 64,011 Accrued expenses and warrant liabilities assumed upon closing of the merger with EDOC 5,938,467 - Promissory note – related party assumed upon closing of the merger with EDOC 1,216,928 - F- 25 27 Related Parties (a) The Company’s main related parties are as follows: Key management personnel — refer to Note 19. Associates — refer to Note 20. Other related parties include close family members of key management personnel and entities that are controlled or significantly influenced by those key management personnel or their close family members and American Physicians, LLC, shareholders from the Sponsor of EDOC. (b) Transactions with related parties The following transactions occurred with related parties: For the years ending June 30, 2024 and 2023 a related party loan is owed to JSKS Enterprises Pty Ltd., which is the trustee of Gary Seaton Family Trust, and interest rate charge is 6 % per annum. to be repaid within 12 months after the year end, and the remaining principal shall be repaid more than 12 months after the year end. For the years ended June 30, 2024 and 2023 a related party loan is owed to Energreen Nutrition Australia Pty Ltd., which is controlled by Gary Seaton, and interest rate charge is 6 % per annum and expected to be repaid in full within 12 months after the year end. For the years ended June 30, 2024 and 2023, the remaining related party loan relates to an interest free loan owed to CQ Oilseeds Pty Ltd. Schedule of Transactions Occurred with Related Parties Purchases of Seed for the Year Ended 30 June 2024 Sales of Meals for the Year Ended 30 June 2024 Management Fee for the Year Ended 30 June 2024 AUD$ AUD$ AUD$ Related parties Energreen Nutrition Australia Pty Ltd. 12,651,382 4,838,204 312,000 Soon Soon Oilmills Sdn Bhd. * - 2,234 - Sunmania Pty Ltd. 104,000 - - * Gary Seaton has a 20% share of Soon Soon Oilmills Sdn Bhd. Purchases of Seed for the Year Ended 30 June 2023 Sales of Oil and Meals for the Year Ended 30 June 2023 Management Fee for the Year Ended 30 June 2023 AUD$ AUD$ Related parties Energreen Nutrition Australia Pty Ltd. 13,942,332 1,693,451 312,000 Good Earths Oils - 3,390,714 - Sunmania Pty Ltd. 104,000 - - (a) Loans to/from related parties The current loans are payable on demand and the non-current loans have a maturity date which is more than 12 months from the date of 30 June 2024. Schedule of Loans with Related Parties Current Non-current Total principal Balance as of 30 June 2024 Current Non-current Total AUD$ AUD$ AUD$ Due to related parties Energreen Nutrition Australia Pty Ltd. loan 3,863,250 - 3,863,250 JSKS Enterprises Pty Ltd. Loan 100,925 4,431,136 (1) (1) 4,532,061 CQ Oilseeds Pty Ltd. loan 59,371 59,371 Sunmania Pty Ltd loan 152,000 40,000 192,000 Less: Origin Food loan receivable ( 4,514 ) - ( 4,514 ) Total due to related parties 4,111,661 4,530,507 8,642,168 American Physicians LLC promissory note (2) 968,216 273,676 1,241,892 Energreen Nutrition Australia Pty Ltd. accounts payable 589,166 - 636,149 (1) Includes $ 1,164,860 of accrued interest. (2) Includes $ 24,964 of accrued interest. Current Non-current Total principal Balance as of 30 June 2023 Current Non-current Total principal AUD$ AUD$ AUD$ Due to related parties Energreen Nutrition Australia Pty Ltd. loan 1,948,630 - 1,948,630 Good Earth Oils Pty Ltd. loan 200,000 - 200,000 JSKS Enterprises Pty Ltd. Loan 980,005 2,853,929 (1) (1) 3.833.934 CQ Oilseeds Pty Ltd. loan 59,371 - 59,371 Sunmania Pty Ltd loan - 20,000 20,000 Total due to related parties 3,188,006 2,873,929 6,061,935 Good Earth Oils Pty Ltd. accounts payable 525,000 - 525,000 Energreen Nutrition Australia Pty Ltd. accounts payable 4,411,423 - 4,411,423 Due from related parties Good Earth Oils Pty Ltd. accounts receivable 1,226,945 - 1,226,945 (1) Includes $ 1,004,319 of accrued interest. Interest paid to Energreen Nutrition Australia Pty Ltd. was AUD$ 26,822 and AUD$ 82,916 for June 30, 2024 and 2023, respectively. Promissory Notes On March 21, 2024, the Company issued two promissory notes in the principal amounts of USD$ 450,000 (the “First Promissory Note”) and USD$ 500,000 (the “Second Promissory Note”) to American Physicians, LLC. The First Promissory Note accrues interest on the principal outstanding from time to time at a rate per annum equal to term SOFR for the interest period commencing on March 21, 2024. Interest shall be calculated on the basis on a 360-day year and actual days elapsed. The First Promissory Note principal and accrued interest are due and payable as follows: (i) USD$ 112,500 plus any accrued but unpaid interest shall be paid on September 21, 2024; (ii) USD$ 112,500 plus any accrued but unpaid interest shall be paid on December 21, 2024; (iii) USD $ 112,500 plus any accrued but unpaid interest shall be paid on March 21, 2025; (iv) USD$ 112,500 plus any accrued but unpaid interest shall be paid on June 21, 2025. As of June 30, 2024, there was AUD$ 690,184 (USD$ 450,000 ) outstanding under the First Promissory Note. As of June 30, 2023, there was nothing outstanding under the First Promissory Note. The Second Promissory Note accrues interest on the principal outstanding from time to time at a rate per annum equal to term SOFR for the interest period commencing on March 21, 2024. Interest shall be calculated on the basis on a 360-day year and actual days elapsed. The Second Promissory Note principal and accrued interest are due and payable as follows: (i) USD$ 165,000 plus any accrued but unpaid interest shall be paid on June 21, 2025; (ii) USD$ 165,000 plus any accrued but unpaid interest shall be paid on September 21, 2025; (iii) Remaining balance plus any accrued but unpaid interest shall be paid on December 21, 2025. As of June 30, 2024, there was AUD$ 526,744 (USD$ 343,437 ) outstanding under the Second Promissory Note. As of June 30, 2023, there was nothing outstanding under the Second Promissory Note. Accrued interest on the First Promissory Note and the Second Promissory Note was AUD$ 24,964 as of June 30, 2024. (d) Superannuation contributions Schedule of Superannuation Contributions 2024 2023 AUD$ AUD$ Contributions to superannuation funds on behalf of employees 189,411 184,877 28 Fair value measurement A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurement are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows: ● Level 1: quoted market price (unadjusted) in an active market for identical assets or liabilities that the entity 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: inputs that are unobservable inputs for the asset or liability. The carrying amounts of the financial assets and financial liabilities approximate their fair values. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses are estimated to approximate the carrying values as of June 30, 2024 and June 30 2023, due to the short maturities of such instruments. F- 26 The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis on June 30, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Company’s Fair Value on a Recurring Basis June 30, June 30, Description: Level 2024 2023 AUD AUD Liabilities: Warrant liability—Private and Representative Warrants 3 12,676 - Warrant liability – Penny Warrants 3 146,730 - Warrant liability – Arena Ordinary Share Warrants 3 79,207 - Total 238,613 - The Private Warrants, Representative’s Warrants, Penny Warrants, and Arena Ordinary Share Warrants are accounted for as liabilities and are measured at fair value as of each reporting period. Changes in the fair value of the Warrants are recorded in the statements of operations for each period. The Private Warrants, Representative Warrants, Penny Warrants, and Arena Ordinary Share Warrants were valued using a Montel Carlo simulation model, which is considered to be a Level 3 fair value measurement. Inherent in an options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. There were no transfers between Levels 1, 2 or 3 during the period ended June 30, 2024. The following table provides quantitative information regarding Level 3 fair value measurements for Private Warrants as of June 30, 2024. The Representative Warrants were valued using similar information, except for the strike price which is USD$ 12 . Schedule of Fair Value Measurements for Private Warrants June 30, 2024 $USD Exercise price $ 11.50 Share price $ 0.97 Volatility 54.9 % Expected life 4.73 Risk-free rate 4.33 % Dividend yield - % The following table provides quantitative information regarding Level 3 fair value measurements for the Penny Warrants and the Arena Ordinary Share Warrants as of June 30, 2024. Schedule of Fair Value Measurements of Warrants June 30, Initial value April 8, 2024 2024 $USD $USD Exercise price 92.5% of average lowest daily VWAP during the 10 preceding trading days 92.5% of average lowest daily VWAP during the 10 preceding trading days Share price $ 0.97 $ 1.43 Volatility 54.9 % 51.9 % Expected life 4.83 5.0 Risk-free rate 4.33 % 4.43 % Dividend yield - % - % The following table presents a summary of the changes in the fair value of the Private Warrants Penny Warrants, and Arena Warrants, Level 3 liabilities, measured on a recurring basis. Schedule of Changes in the Fair Value Private Placement Representative Arena Ordinary Share Penny Total Warrant Liabilities $AUD $AUD $AUD $AUD Fair value as of June 30, 2023 $ - $ - $ - $ - $ - Initial measurement at Business Combination 44,339 847 117,193 218,108 380,487 Change in fair value ( 31,684 ) ( 826 ) ( 37,986 ) ( 71,378 ) ( 141,874 ) Fair value as of June 30, 2024 $ 12,655 $ 21 $ 79,207 $ 146,730 $ 238,613 F- 27 29 Financial Risk Management Objectives and Policies The Company’s principal financial liabilities comprise convertible notes, promissory notes and borrowings, related party loans, lease liabilities, and trade and other payables. The main purpose of these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include trade and other receivables and cash and cash equivalents that derive directly from its operations. The main risks arising from the Company’s financial instruments are market risk, liquidity risk and credit risk. The Board of Directors reviews and agrees policies for managing each of these risks which are summarised below: Market risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. The sensitivity analyses in the following sections relate to the position as at June 30, 2024 and 2023. Interest rate risk The Company’s main interest rate risk arises from long-term borrowings with variable rates, which exposes the Company to cash flow interest rate risk. As of June 30, 2024 and 2023, the nominal amount of borrowings to credit institutions with floating interest rates are AUD$ 6,030,484 and AUD$ 3,584,887 , respectively. Management closely monitors the effects of changes in the interest rates on the Company’s interest rate risk exposures, but the Company currently does not take any measures to hedge interest rate risks. Interest rate risk associated with these loans is limited given their short-term duration. The table below shows the estimated effect on profit or loss and equity of a parallel shift of the interest rate curves up or down by one percent on loans without fixed interest rates. This analysis assumes that all other variables, in particular foreign currency rates, remain constant. The calculation considers the effect of financial instruments with variable interest rates. The analysis is performed on the same basis for 2024 and 2023. Schedule of Risk Impact on loss before income taxes June 30, 2024 June 30, 2023 Interest rates - increase/decrease by 1% +/- 7,118 +/- 5,521 Credit risk Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company’s cash and cash equivalents are generally held with large financial institutions. Although the Company’s deposits may exceed federally insured limits, the financial institutions that the Company uses have high investment-grade credit ratings and, as a result, the Company believes that, as of June 30, 2024, its risk relating to deposits exceeding federally insured limits was not significant. The Company has no significant off-balance sheet risk such as foreign exchange contracts, options contracts, or other hedging arrangements. The Company believes its credit policies are prudent and reflect normal industry terms and business risk. The Company generally does not require collateral from its customers and generally requires payment from zero to 90 days from the invoice date with typical terms of 30 days. As of June 30, 2024, three customers accounted for 60.7 % of the Company’s accounts receivable balance, and three customers accounted for more than 46 % of the Company’s accounts receivable balance as of June 30, 2023. Foreign currency risk Although the Company is exposed to foreign currency risk from its international operations, the Company does not consider it to have a material impact. Certain transactions of the Company and its subsidiaries are denominated in currencies other than the functional currency. Foreign currency transactions totaled $ 28,097 for the year ended June 30, 2024, which is up from $ 0 for the year ended June 30, 2023, each of which were recorded within finance expense. Liquidity risk The Company limits its liquidity risk primarily from the funds generated from operations to settle supplier dues and provide the Company with sufficient funds to enable it to meet its financial obligations as they fall due. The table below summarises the maturities of the Company’s undiscounted financial liabilities, based on contractual payment dates. Schedule of Undiscounted Financial Liabilities On demand Less than 3 months 3 months to 1 year 1 to 5 years Total AUD$ AUD$ AUD$ AUD$ AUD$ June 30, 2024 Lease liabilities - 31,962 95,885 1,107,924 1,235,771 Promissory notes - - 943,252 - 943,252 Secured borrowings - - 489,287 5,541,197 6,030,484 Income tax payable 128,927 184,036 - 312,963 Trade and other payables - 5,171,490 1,533,687 3,161,341 9,866,518 Amount due to related parties - 589,166 - - 589,166 Total - 5,921,545 3,246,147 9,810,462 18,978,154 June 30, 2023 Lease liabilities - 31,962 95,885 1,235,771 1,363,618 Secured borrowings - 396,881 - 2,078,569 2,475,450 Trade and other payables - 1,776,345 - - 1,776,345 Amount due to related parties - 4,936,423 - - 4,936,423 Total - 7,141,611 95,885 3,314,340 10,551,836 30 Recapitalization Costs The difference in the fair value of the shares issued by the Company, the accounting acquirer, and the fair value of the SPAC’s accounting acquiree’s identifiable net assets represent a service received by the accounting acquirer. This difference is considered as cost of listing (recapitalization) and recorded in the consolidated profit or loss and other comprehensive income. The following table displays the calculation of the listing costs recognized for the year ended June 30, 2024: Schedule of Recapitalization Costs Number of shares/warrants At Closing Date AUD$ Net deficit from SPAC transferred to the Company - 7,048,439 Class A Ordinary Shares 1,066,168 - Founder shareholders and other advisors 2,666,900 - Total shares issued to SPAC 3,733,068 - Diluted share price at Closing Date 4.32 - Total value transferred to the SPAC - 16,126,854 Recapitalization costs - 23,210,293 F- 28 31 Commitments and Contingencies In the opinion of the Directors, the Company did not have any contingencies on 30 June 2024 (30 June 2023: nil ). Other Commitments On March 21, 2024, the Company entered into a fee modification agreement (the “Agreement”) with I-Bankers Securities, Inc. (“IBS”) related to the fees owed to IBS at the closing of the Business Combination pursuant to the original retainer letter (the “Owed Amounts”), for which IBS provided financial representation to EDOC regarding the Business Combination. Pursuant to the Agreement, IBS agreed to accept a payment plan for the Owed Amounts as follows: (a) USD$ 1,550,000 of the Owed Amounts were paid to IBS at the closing of the Business Combination directly out of the Trust Account. (b) The remaining balance owed of USD$ 1,161,250 is to be paid after the closing of the Business Combination in up to three separate tranches (“Deferred Cash Payment Obligations”). The first payment is to be paid within three (3) business days of funding the second tranche of the Arena PIPE in an amount equal to at least 15% of that tranche, or USD$375,000. The second payment is to be paid within three (3) business days of funding of the third tranche of the Arena PIPE in an amount equal to at least 15% of that tranche, or USD$375,000 . The balance is due at the Company’s discretion but at no time later than 16-months post Business Combination. The full amount of USD$ 1,161,250 shall be paid in full regardless of Arena PIPE funding and by no later than sixteen (16) months post-closing. (c) Deferred Cash Payment Obligations shall be accelerated in the event the Company issues debt, equity, or other equity-linked securities in one or more public or private offerings (“Capital Event”). Upon the occurrence of a Capital Event the Company shall pay from the Proceeds of the applicable capital sources within no more than three (3) business days following the consummation of such Capital Event of at least twenty percent (20%) of the Proceeds, up to the amount of any then-outstanding Deferred Cash Payment Obligations. As of June 30, 2024, the Company has paid USD$ 1,550,000 of the Owed Amounts to IBS and AUD$ 1,781,058 is outstanding and recorded in trade and other payables in the accompanying statement of financial position. In June 2024, the Company entered into a payment agreement with Ellenoff Grossman & Schole LLP (“EGS”) related to the fees owed to EGS at the closing of the Business Combination for which EGS provided legal representation to EDOC regarding the Business Combination. Pursuant to the agreement, the EGS agreed to reduce the amount owed by the Company by USD$ 250,000 to USD$ 2,100,000 to be paid in payments beginning in June 2024 and ending in December 2025. The Company agreed to pay monthly payments of USD$ 100,000 per month, with the exception of a payment of USD$ 200,000 in December 2024 and December 2025. As of June 30, 2024, the Company has paid USD$ 100,000 to EGS and AUD$ 3,220,859 is outstanding and recorded in trade and other payable in the accompanying consolidated statement of financial position. 32 Net Tangible Assets Net tangible assets per ordinary share have been determined using the net assets on the consolidated statement of financial position adjusted for non-controlling interests, intangible assets and goodwill. 33 Events Occurring After the Reporting Date The consolidated financial report was authorised for issue by the board of directors. No matters or circumstances have arisen since the end of the financial year which significantly affected or could significantly affect the operations of the Company, the results of those operations, or the state of affairs of the Company in future financial years. 34 Parent entity The Company is controlled by the following entities: Schedule of Parent Entity Principal place of Percentage Percentage business/Country of Owned (%) * Owned (%) * Incorporation 2024 2023 Parent entities: JSKS (Trustee as Gary Seaton Family Trust) (ultimate parent entity and controlling party) Australia 57 75 * The percentage of ownership interest held is equivalent to the percentage voting rights for all subsidiaries. The following information has been extracted from the books and records of the parent, Australian Oilseeds Holdings Ltd. and has been prepared in accordance with IFRS Accounting Standards. The financial information for the parent entity, Australian Oilseeds Holdings Ltd. has been prepared on the same basis as the consolidated financial statements except as disclosed below. Investments in subsidiaries, associates and joint ventures Investments in subsidiaries, associates and joint venture entities are accounted for at cost in the consolidated financial statements of the parent entity. Dividends received from associates are recognised in the parent entity profit or loss, rather than being deducted from the carrying amount of these investments. F- 29 Current tax liabilities (assets) and deferred tax assets arising from unused tax losses and tax credits in the subsidiaries are utilised in subsidiaries individual level. Schedule of Current Tax Liabilities (Assets) and Deferred Tax Assets from Unused Tax Losses and Tax Credits 2024 2023 AUD$ AUD$ Statement of Financial Position Assets Current assets 2,391 39,717 Non-current assets 8,408,689 7,519,761 Total Assets 8,411,080 7,559,478 Liabilities Current liabilities 4,825,608 2,864,785 Total Liabilities 4,825,608 2,864,785 Equity Issued capital 2,582,487 2,582,487 Retained earnings ( 2,255,944 ) ( 741,723 ) Total Equity 326,543 1,840,764 Statement of Profit or Loss and Other Comprehensive Income Total (loss) profit or loss for the year ( 1,514,221 ) ( 559,165 ) Total comprehensive (loss) income ( 1,514,221 ) ( 559,165 ) 34 Statutory Information The registered office and principal place of business of the company is: Australian Oilseeds Investments Pty Ltd. Unit 2, 100 Park Road SLACKS CREEK QLD 4127 F- 30 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures None.