UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2026

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report: _______

Commission file number: 001-43079

BRAIIN LIMITED

(Exact name of Registrant as specified in its charter)

AustraliaC3

(Jurisdiction of incorporation or organization)

283 Rokeby Road, Subiaco, Western Australia 6008

(Address of principal executive offices)

Jay Stephenson, Chief Financial Officer

Telephone: +61 412 474 180

E-mail: jay@braiin.com

283 Rokeby Road, Subiaco, Western Australia 6008

(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Securities registered or to be registered pursuant to Section 12(g) of the Act: None.

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None.

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 206,088,228 ordinary shares outstanding as of June 30, 2026.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐          Accelerated filer ☐          Non-accelerated filer ☒          Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐ International Financial Reporting Standards Standards as issued by the International Accounting Standards Board ☒ Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Table of Contents

INTRODUCTION

Unless otherwise indicated or the context otherwise requires, references in this annual report to “Braiin”, the “Company”, the “Group”, “we”, “us” and “our” are to Braiin Limited and its consolidated subsidiaries. All references to “ordinary shares” are to the Company’s ordinary shares, no par value.

The Company’s consolidated financial statements are prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board and are presented in United States dollars. References to “$”, “US$” and “dollars” are to United States dollars, references to “A$” are to Australian dollars, and references to other currencies are as stated.

The Company’s fiscal year ends on June 30. References to fiscal 2026, fiscal 2025 and fiscal 2024 are to the fiscal years ended June 30, 2026, 2025 and 2024, respectively.

On November 10, 2025 the Company effected a 4:1 subdivision of its ordinary shares, and on April 28, 2026 a further 3:1 subdivision. Unless otherwise stated, all share numbers in this annual report are presented on a post-subdivision basis and comparative share numbers have been restated accordingly. Per-share prices relating to issuances before April 28, 2026, including the reference price of $10.17 per share used for the shares issued on February 11 and 12, 2026, are presented as stated in the relevant agreements on a pre-April 28, 2026 subdivision basis and are equivalent to approximately $3.39 per ordinary share on a post-subdivision basis.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This annual report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are all statements other than statements of historical fact, and include statements about the Group’s future results of operations and financial position, business plan and strategy, future revenue, timing and likelihood of success, plans and objectives of management for future operations, and future results of anticipated products and prospects. These statements involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. They can generally be identified by words such as “anticipate”, “believe”, “contemplate,” “continue,” “could,” “estimate,” “expect”, “intend”, “may”, “plan”, “potential,” “predict,” “project”, “should”, “target,” and “will”, although not every forward-looking statement contains those words. Forward-looking statements contained in this annual report include, but are not limited to, statements about:

Forward-looking statements involve known and unknown risks and uncertainties, and actual results may differ materially from those expressed or implied.

Forward-looking statements speak only as at the date of this annual report and are subject to a number of risks, uncertainties and assumptions, including, but not limited to, those described in “Item 3.D. Risk Factors,” “Item 4. Information on the Company,” and “Item 5. Operating and Financial Review and Prospects,” as well as in this annual report generally. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

In addition, statements that “we believe” and similar statements reflect the management of the Company’s beliefs and opinions on the relevant subject. These statements are based upon information available to the Company as of the date of this annual report, and while management believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and such statements should not be read to indicate that management has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.

PRESENTATION OF FINANCIAL INFORMATION

The consolidated financial statements included in this annual report have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board. They are presented in United States dollars, which is the presentation currency of the Group, and cover the years ended June 30, 2026, 2025 and 2024. The functional currency of the Company is the Australian dollar, and the Group’s operations have nine functional currencies.

The businesses acquired on February 12, 2026 are included in the results of the Group from that date. The results for the year ended June 30, 2026 are accordingly not comparable with the comparative years. Certain figures in this annual report have been rounded, so the sum of the figures in a column or a row may not agree to the total shown.

This annual report includes Adjusted EBITDA, a financial measure that is not defined by IFRS Accounting Standards. Its definition, the reasons management uses it, its limitations and a reconciliation to loss for the year are set out at Item 5.A.

MARKET AND INDUSTRY DATA

This annual report contains market, industry and economic data. Unless otherwise indicated, information concerning the Company’s industry and the markets in which it operates, including its general expectations, market position, market opportunity, and market size, is based on the knowledge and experience of the Company’s management in the markets in which the Company operates, together with currently available information obtained from various sources, including publicly available information, industry reports and publications, surveys, the Company’s customers, trade and business organizations, and other contacts in the markets in which the Company operates and which were not commissioned by the Company. Certain information is based on management estimates, which have been derived from third-party sources, as well as data from the Company’s internal research. The Company has not independently verified the third-party data and does not guarantee its accuracy or completeness. Estimates involve assumptions and limitations, and undue reliance should not be placed on them.

In presenting this information, the Company has made certain assumptions that it believes to be reasonable based on such data and other similar sources and on its knowledge of, and its experience to date in, the markets in which it operates. While the Company believes the estimated market and industry data included in this annual report is generally reliable, such information is inherently uncertain and imprecise. Market and industry data is subject to change and may be limited by the availability of raw data, the voluntary nature of the data gathering process, and other limitations inherent in any statistical survey of such data. In addition, projections, assumptions, and estimates of the future performance of the markets in which the Company operates are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Item 3.D. Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by third parties and by the Company. Accordingly, you are cautioned not to place undue reliance on such market and industry data or any other such estimates.

TRADEMARKS, SERVICE MARKS AND TRADENAMES

The Company owns or otherwise has rights to the trademarks, including those mentioned in this annual report, used in conjunction with the operation of its business. This annual report includes the Company’s own trademarks, which are protected under applicable intellectual property laws, as well as trademarks, service marks and tradenames of other entities, which are the property of their respective owners. Solely for convenience, trademarks, trade names and service marks referred to in this annual report may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks, service marks and tradenames. The Company does not intend its use or display of other entities’ trademarks, service marks or tradenames to imply a relationship with, or endorsement or sponsorship of the Company by, any other entities.

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable. This item is required only in a registration statement.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable. This item is required only in a registration statement.

ITEM 3. KEY INFORMATION

A. [Reserved]

B. Capitalization and Indebtedness

Not applicable in an annual report.

C. Reasons for the Offer and Use of Proceeds

Not applicable in an annual report.

D. Risk Factors

An investment in the ordinary shares involves a high degree of risk. Investors should consider the risks described below, together with the other information in this annual report, including the consolidated financial statements and the related notes. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have a material adverse effect on our business, reputation, revenue, financial condition, results of operations and future prospects, in which event you could lose all or part of your investment. The risks and uncertainties described below are not intended to be exhaustive and are not the only ones we face. Additional risks not presently known, or that the Company currently considers immaterial, may also impair the Group’s business. This annual report also contains forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results could differ materially and adversely from those anticipated in these forward-looking statements as a result of certain factors, including those described below.

Summary of Risk Factors

The following is a summary of the risks described below and should be read together with the full description of each risk that follows.

Risks relating to our financial condition and capital requirements

● Our ability to continue as a going concern depends on refinancing our borrowings and raising further capital.

● We have a history of losses and may never achieve or sustain profitability.

● Our borrowings are secured over substantially all of our assets, and a default could result in the loss of those assets.

● The Advaitha Note Purchase Agreement contains trigger thresholds that may accelerate our obligations.

● Our principal lender is a director and a related party, which may give rise to conflicts and limit the protections available to us.

● We will need additional capital, and issuing equity will dilute existing shareholders.

Risks relating to the acquisitions and their integration

● Goodwill may become impaired.

● We may not realize the benefits expected from the acquisitions.

● We have deferred and contingent obligations to the vendors of the acquired businesses.

● The acquired businesses may have liabilities that were not identified in due diligence.

● We depend on the founders and managers of the businesses we acquired.

● Future acquisitions, partnerships, joint ventures or other strategic transactions may not be successful and may adversely affect our business, financial condition or results of operations.

Risks relating to our business and industry

● If we do not effectively manage our growth and the rapid diversification of our business, our business may be adversely affected.

● We depend on a small number of customers and the loss of any of them would materially affect our revenue.

● Our contracted pipeline may not convert into revenue, and non-binding memoranda of understanding and letters of intent may not result in binding contracts.

● A significant part of our assets is trade receivables and we are exposed to credit risk.

● We depend on a limited number of technology vendors and distributors.

● We bid for work on fixed prices and may not deliver within our estimates.

● Rapid technological change, including in artificial intelligence and autonomous systems, may render our offerings less competitive.

● Generative and agentic artificial intelligence in our products may produce inaccurate, biased or unintended outputs or actions and expose us to liability and reputational harm.

● Our use of open source software may subject us to claims or require us to disclose our proprietary source code.

● Our work for government, defense and critical infrastructure customers exposes us to procurement, security and export control requirements.

● A cybersecurity incident could disrupt our operations and those of our customers.

● We may be unable to protect our intellectual property.

● Uncertainty regarding intellectual property rights in AI-generated outputs and training data may adversely affect our business.

● We depend on key personnel.

● We are subject to data protection and privacy laws in every market in which we operate.

● Regulation of artificial intelligence is developing and may restrict our products.

● Aviation and drone regulation may restrict our operations.

● Our AgTech operations are exposed to agricultural market cycles, climate change, extreme weather, and environmental, health and safety laws, including those governing pesticides.

● Our CXaaS and PropTech businesses depend on client usage volumes, partner relationships and regulated end markets.

● Our insurance may not be adequate.

● We may become subject to litigation.

● Natural disasters, pandemics, war, terrorism and other catastrophic events could disrupt our operations.

Risks relating to our international operations

● We operate through subsidiaries and a branch in eleven countries and are exposed to the legal, tax and political conditions of each.

● Geopolitical tensions, tariffs, sanctions and trade restrictions may increase our costs and disrupt our supply chain.

● Local ownership requirements mean we do not wholly own several operating entities.

● Restrictions on the movement of funds may prevent us from accessing cash held in subsidiaries.

● We are exposed to currency movements across nine functional currencies.

● We are subject to anti-bribery, sanctions and anti-money laundering laws in multiple jurisdictions.

● We are subject to export and import controls that may restrict sales of our technologies and expose us to penalties.

● Transfer pricing and tax positions across the Group may be challenged.

Risks relating to regulation and financial reporting

● We have identified material weaknesses in our internal control over financial reporting, which we are in the process of remediating.

● Our previously reported financial information may be restated.

● We will become subject to the internal control reporting requirements of Section 404 and will cease to be an emerging growth company, and our compliance costs will increase.

● We are an emerging growth company and a foreign private issuer, and the reduced disclosure available to us may make our ordinary shares less attractive.

● We may be a passive foreign investment company, which would have adverse United States tax consequences for United States holders.

● Evolving government regulation and environmental, social and governance requirements may increase our costs and expose us to reputational risk.

● Australian dividend withholding tax and imputation rules may affect returns to United States holders.

Risks relating to our ordinary shares

● Our founder controls a majority of our voting power and his interests may differ from those of other shareholders.

● Our ordinary shares have a limited trading history and their price may be volatile.

● Sales of ordinary shares after lock-up expiry could depress the market price.

● We do not intend to pay dividends.

● We may fail to satisfy the continued listing requirements of Nasdaq.

● It may be difficult for investors to enforce judgments against us or our directors.

● Australian law imposes different requirements on shareholder derivative actions, which may limit shareholders’ ability to bring claims.

● Australian takeover provisions may discourage a change of control.

● If securities analysts do not publish research about us, or publish adverse research, the price of our ordinary shares could decline.

General risk factors

● Adverse economic, inflationary, interest rate and capital markets conditions could harm our business and the market price of our ordinary shares.

● We incur significant costs as a result of operating as a public company in the United States.

● We may become the target of securities class action litigation.

Risk factors

Risks relating to our financial condition and capital requirements

Our ability to continue as a going concern depends on refinancing our borrowings and raising further capital.

For the year ended June 30, 2026 the Group recorded a loss after tax of $24,656,361 and net cash outflow from operating activities of $4,632,389. At June 30, 2026 the Group held cash and cash equivalents of $5,667,180 and had net current liabilities of $22,039,756. The financial statements have been prepared on a going concern basis, which assumes that the Group will be able to realize its assets and discharge its liabilities in the normal course of business.

The secured promissory notes issued to Streeterville Capital, LLC mature on February 12 and March 10, 2027, with approximately $10,181,000 payable at maturity. Under the Note Purchase Agreement dated February 11, 2026 with Advaitha Pty Ltd (the “Advaitha Note Purchase Agreement”), as varied by the Deed of Variation and Set-Off dated March 12, 2026 among the Company, Advaitha Pty Ltd and Mr Chetan (Neil) Saligrama as trustee for the Saligrama Family Trust (the “Deed of Variation and Set-Off”), $9,600,000 of principal was scheduled to amortize over the three months from December 2026 to February 2027, and interest over the original term of that facility was $1,267,200. Under a Deed of Extension dated November 3, 2026, the maturity of the $9,600,000 of principal outstanding under the Advaitha Note Purchase Agreement has been extended by twelve months to February 11, 2028, with interest of $115,200 a month (14.4% per annum) payable monthly in arrears and the principal repayable in three monthly instalments from December 11, 2027 to February 11, 2028; see “Item 5.B. Liquidity and Capital Resources—Going concern and capital requirements.” The terms of the Advaitha Note Purchase Agreement and the Deed of Variation and Set-Off are described at “Item 7.B. Related Party Transactions.”

Meeting these obligations when they fall due depends on generating operating cash flows from the acquired businesses, refinancing or extending our borrowings as they fall due, and raising further debt or equity. The Company’s directors have assessed the Group’s cash flow forecasts and financing plans for the twelve months from the date the financial statements were authorized for issue and have concluded that the going concern basis of preparation is appropriate and that there is no material uncertainty that may cast significant doubt on the Group’s ability to continue as a going concern; see Note 2.5 to the financial statements. That assessment depends on assumptions about operating cash flows, refinancing and the availability of further funding that may not be realized. Refinancing may not be available on acceptable terms, or at all, particularly given our recent losses, and any refinancing may be at higher cost, impose additional restrictions or be dilutive to shareholders. If those assumptions are not realized, we may be required to curtail operations or dispose of assets on unfavorable terms, and investors could lose all or part of their investment.

We have a history of losses and may never achieve or sustain profitability.

The Group recorded losses in each of the three years ended June 30, 2026. We expect to continue to incur significant expenses as we integrate the acquired businesses, service our borrowings and meet the costs of operating as a listed company in the United States. We may not generate sufficient revenue or margin to achieve profitability, and if we do, we may not sustain it.

We intend to continue to develop our technology and to invest in the acquired businesses. Successful implementation of this strategy may require significant expenditures before any substantial associated revenue is generated, and we cannot guarantee that these increased investments will result in corresponding and offsetting revenue growth. Our growth may not be sustainable and depends on our ability to retain existing customers, attract new customers, expand our product offerings and increase revenue from both new and existing customers.

Our borrowings are secured over substantially all of our assets, and a default could result in the loss of those assets.

First-priority security interests have been granted over the assets of the Company, Braiin LLC, Raptor300 Inc, Connect Simple Pty Ltd and VIS Networks Private Limited, over the intellectual property of those entities under an Intellectual Property Security Agreement, over equity interests in specified subsidiaries under a Pledge Agreement, and guarantees have been given by subsidiaries. If an event of default occurs, the secured parties may enforce against those assets, which would have a material adverse effect on the Group and could leave shareholders with no recovery.

The Advaitha Note Purchase Agreement contains trigger thresholds that may accelerate our obligations.

The Deed of Variation and Set-Off reduced the major trigger threshold under the Advaitha Note Purchase Agreement from 25 percent to 20 percent and the minor trigger from 10 percent to 5 percent. Events outside our control, including movements in the price or trading volume of the ordinary shares, may cause a trigger to occur, accelerating our payment obligations at a time when we are not able to meet them.

An acceleration of our obligations under the Advaitha Note Purchase Agreement, or a default under any of our other borrowings, could, depending on the terms of our other financing arrangements, give rise to defaults under those arrangements and permit the relevant lenders to enforce their security. In addition, the existence of these trigger thresholds may itself limit our flexibility to undertake transactions, including equity issuances, that could affect the price or trading volume of the ordinary shares.

Our principal lender is a director and a related party, which may give rise to conflicts and limit the protections available to us.

Advaitha Pty Ltd is a vehicle of the Saligrama Family Trust, the family trust of Mr Chetan (Neil) Saligrama, who is a director of the Company and a substantial shareholder. Borrowings from a related party may not be negotiated on the same terms as would be agreed with an unrelated lender, and the interests of that lender may not align with the interests of other shareholders in an enforcement or restructuring scenario. His interests as lender may conflict with his duties as a director and with the interests of other shareholders, particularly in any renegotiation, enforcement or restructuring.

We will need additional capital, and issuing equity will dilute existing shareholders.

We expect to require additional funding to meet our obligations, integrate the acquired businesses and pursue our strategy. Additional equity financing would dilute existing shareholders, may be at a discount to the market price, and may carry rights senior to the ordinary shares. Additional debt financing may impose operating and financial restrictions. Capital may not be available when needed on acceptable terms. The Company has also committed to equity awards of $5,150,000 in aggregate that have not yet been granted, expects to adopt an equity incentive plan, and may issue shares to satisfy deferred consideration. Each issue will dilute existing shareholders.

Risks relating to the acquisitions and their integration

Goodwill may become impaired.

At June 30, 2026 goodwill of $228,990,580 represented approximately 84 percent of our total assets. We are required to test goodwill for impairment at least annually. A deterioration in the performance of an acquired business, a change in market conditions affecting the price a market participant would pay for an acquired business, or a sustained fall in the market price of the ordinary shares relative to our net assets could result in a material impairment charge. Pending completion of the purchase price allocations for the acquisitions, no intangible assets other than software of $6,312 of the Mirragin group have been recognized separately from goodwill. At June 30, 2026 the recoverable amount of each cash-generating unit to which goodwill is allocated, determined as fair value less costs of disposal by reference to the prices paid in the arm’s-length acquisitions of February 12, 2026, exceeded its carrying amount, but by limited margins: a reduction in fair value of 2.6% for the VIS group, 0.2% for Vega or 1.4% for Connect Simple would, in isolation, cause the recoverable amount to equal the carrying amount.

We may not realize the benefits expected from the acquisitions.

The acquisitions brought together businesses in network infrastructure and managed services, unmanned systems consulting and training, and telecommunications connection services, operating through subsidiaries and a branch in eleven countries. Integration requires the alignment of systems, controls, reporting calendars and cultures. We may fail to retain key personnel, customers or supplier relationships of the acquired businesses, and the anticipated revenue, cost and cross-selling benefits may not be achieved, or may take longer and cost more than expected.

We have deferred and contingent obligations to the vendors of the acquired businesses.

At June 30, 2026 deferred consideration of $6,719,772 was recognized within current other financial liabilities and a further $4,000,602 within non-current other financial liabilities. We have also agreed to acquire the remaining 20.30 percent interest in VIS Networks Private Limited and VIS Global PTE Ltd. These payments compete with our other obligations for the same cash. If we do not meet them when they fall due we may be in breach of the relevant agreements, and the vendors may have remedies against us, including in the local courts of India and Singapore.

The acquired businesses may have liabilities that were not identified in due diligence.

We acquired businesses operating in jurisdictions with different legal, tax and regulatory regimes and different accounting practices. Due diligence may not have identified all liabilities, including tax assessments, employment entitlements, customer claims, regulatory breaches or unrecorded commitments. The indemnities obtained from the vendors, including the indemnity given by Relms Consolidated Pty Ltd and Mr Rob Sutton in favor of Vega, may be insufficient, unenforceable or time-limited.

We depend on the founders and managers of the businesses we acquired.

The value of the acquired businesses rests substantially on relationships held by their founders and senior managers with customers, vendors and staff. Many of those individuals hold shares in the Company and may realize them as lock-up and escrow restrictions lapse. If they leave, we may lose the revenue and capability we acquired.

Future acquisitions, partnerships, joint ventures or other strategic transactions may not be successful and may adversely affect our business, financial condition or results of operations.

Acquisitions, partnerships and joint ventures are part of our growth strategy, and we expect to continue to evaluate strategic acquisitions of, and partnerships or joint ventures with, complementary businesses, services or technologies. We may not be successful in identifying suitable targets, may face competition for acquisitions from other potential acquirers, and may not be able to complete transactions at acceptable valuations or on other acceptable terms. We may need to borrow money or issue equity or debt securities to finance acquisitions, and the terms of those financings may be adverse to us and dilutive to shareholders.

Businesses we acquire may not perform as well as expected or may be more difficult or expensive to integrate and manage than expected. Acquisitions outside our current operating jurisdictions involve additional risks, including managing geographically separated organizations, systems and facilities, integrating personnel with diverse business backgrounds and cultures, complying with foreign regulatory requirements, and protecting intellectual property in some foreign countries. Any acquisition may also divert management’s attention and resources, expose us to unforeseen liabilities and additional cybersecurity vulnerabilities, require regulatory or other approvals that may be delayed or refused, and result in non-cash impairment charges. If we pursue a particular transaction, we may also limit our ability to enter into other transactions that could help us achieve our strategic objectives.

Risks relating to our business and industry

If we do not effectively manage our growth and the rapid diversification of our business, our business may be adversely affected.

We have experienced significant growth through the acquisitions and have rapidly diversified from a small technology company into a group operating across network infrastructure and managed services, unmanned systems, telecommunications connection services, AgTech, CXaaS and PropTech. To manage this growth, we must continue to expand our information technology, financial, operating and administrative systems and controls, and manage headcount, capital and processes efficiently across numerous jurisdictions. The execution of multiple simultaneous strategic initiatives places significant strain on our management, personnel, operations, technology systems, financial resources, internal controls and reporting functions.

If our systems and processes do not keep pace with our growth, we may be unable to provide accurate, timely and reliable reports on our financial and operating results, and our systems may not prevent or detect all errors, omissions or fraud. A failure to scale and preserve our culture may impair our ability to recruit and retain personnel. There can be no assurance that any of our new products or business lines will achieve market acceptance, generate sufficient revenue or become profitable, and any failure to manage this complexity could adversely affect our business, financial condition, results of operations and prospects.

We depend on a small number of customers and the loss of any of them would materially affect our revenue.

Revenue of $2,961,548 was derived from Tech Mahindra Limited, a customer of our VIS segment, which contributed 10 percent or more of the Group’s revenue for the year. Our contracts are generally terminable on notice or on the expiry of their term, and are not always renewed. The loss of a major customer, a reduction in its spending, or a failure to renew, would have a material adverse effect on our revenue and margins.

Our contracted pipeline may not convert into revenue, and non-binding memoranda of understanding and letters of intent may not result in binding contracts.

We have executed long-term contracts for our AI/ML-powered services amounting to approximately $35.9 million over a five-year term and have entered into non-binding memoranda of understanding representing approximately $112.0 million in additional potential contract value. Binding contracts may not generate the expected revenue, and non-binding memoranda of understanding and letters of intent may not result in executed agreements as a result of, among other things, changes in customer priorities, financial constraints, regulatory changes, force majeure events or a failure to obtain necessary approvals. The conversion of our pipeline into recognized revenue depends on successful customer deployment, integration, onboarding and ongoing platform adoption. Any failure to convert our pipeline into revenue, or the loss of planned customers or projects, could have a material adverse effect on our business, reputation, financial condition, results of operations and prospects.

A significant part of our assets is trade receivables and we are exposed to credit risk.

At June 30, 2026 the Group held trade receivables of $13,362,314, net of a loss allowance of $2,692,727, and unbilled receivables of $1,097,268. Payment terms in some of our markets are long and collection can be slow. Failure by one or more significant customers to pay would reduce our cash flows at a time when we have substantial obligations falling due.

We depend on a limited number of technology vendors and distributors.

Our systems integration and managed services businesses resell and support hardware, software and subscriptions sourced from a small number of global vendors and their distributors. The loss of a vendor authorization, a change in vendor channel terms or margin structure, or a disruption to supply, would affect our ability to deliver and the profitability of the work we win.

We bid for work on fixed prices and may not deliver within our estimates.

A material part of our revenue is recognized over time on projects, including installation, implementation and managed services engagements. If we underestimate the cost or duration of a project, or if scope changes are not agreed and paid for, we may incur losses on that contract and may be required to recognize those losses immediately.

Rapid technological change, including in artificial intelligence and autonomous systems, may render our offerings less competitive.

Our markets are subject to rapid change in technology, standards and customer expectations. We may not have the capital or the personnel to develop or acquire competing capability in time. Competitors with greater resources may bring products to market faster or at lower cost.

Hyperscalers and large technology platforms may incorporate AI capabilities into broader products and services, commoditize functionality that we offer, or use their scale to reduce prices. Changes in sensor availability, battery technology or certification requirements could render our existing aerial units obsolete, and customers may prefer more established or lower-cost alternatives, particularly during economic downturns. A failure to keep pace with technological change could result in revenue shortfalls, lost market share or higher customer churn.

Our work for government, defense and critical infrastructure customers exposes us to procurement, security and export control requirements.

Nisus supplies Australian government, defense and emergency services customers, and Mirragin operates in defense and critical infrastructure. That work may require security clearances for personnel, facility accreditation, and compliance with Australian defense export controls, including the Defence Trade Controls Act 2012 (Cth). Failure to obtain or maintain a clearance or an authorization, or a breach of an export control, could result in loss of contracts, penalties or exclusion from future procurement. Government customers may also reduce budgets, delay awards or terminate for convenience.

A cybersecurity incident could disrupt our operations and those of our customers.

We operate network infrastructure and managed services for customers and hold customer data. A successful attack on our systems, or on systems we manage, could interrupt service, expose confidential information, expose us to claims and regulatory action, and damage relationships in markets where our credibility as a supplier of network and security services is the basis on which we are engaged.

We face external threats from sophisticated cybercriminals, state-sponsored actors and hacktivists, as well as insider threats arising from disgruntled employees, inadequate access controls or negligent behavior. The techniques used to obtain unauthorized access to systems, disable or degrade services or sabotage systems are constantly evolving, may be difficult to detect quickly, and often are not recognized until after they have been launched. Widely available AI tools may increase the sophistication, frequency and scale of ransomware, malware, denial-of-service and social engineering attacks, and adversaries may target our machine learning models, training data, prompts and APIs through data poisoning, model manipulation and other adversarial techniques. These attacks may occur on our systems or on those of our third-party service providers and partners.

Any actual or perceived security breach could harm our reputation, interrupt our operations, result in the improper disclosure of data and violations of privacy and other laws, subject us to regulatory investigations, fines and contractual penalties, require significant remediation costs and divert management’s attention. We may also be required to make public disclosure of cybersecurity incidents under the SEC’s cybersecurity disclosure rules and applicable foreign laws. Although we maintain insurance coverage, it may be insufficient to protect us against all losses arising from a security breach, and we expect our costs of protecting against these threats to increase over time. There can be no assurance that our security measures, assessments or incident response plans will prevent or adequately mitigate a breach.

We may be unable to protect our intellectual property.

We rely on patents, trademarks, trade secrets, confidentiality arrangements and contractual protections. Applications may not proceed to grant, granted rights may be challenged or circumvented, and protection in some jurisdictions in which we operate is weaker than in others. Third parties may also assert that our products or services infringe their rights, and defending such claims is costly and diverting.

Our proprietary technology and trade secrets could be lost through misappropriation or breach of confidentiality and license agreements, and competitors may independently develop technologies that are substantially equivalent or superior to ours. As we grow, we will seek to protect our intellectual property in an increasing number of countries, a process that can be expensive and may not be successful, and noncompliance with procedural requirements could result in the abandonment or lapse of registrations. Individuals and groups may also acquire patents and other intellectual property for the purpose of asserting infringement claims to extract settlements. If a claim against us succeeds, we may be required to pay substantial damages or royalties, obtain a license that may not be available on acceptable terms, modify our products or cease offering them, and announcements regarding the progress of any litigation could cause the market price of the ordinary shares to decline.

Uncertainty regarding intellectual property rights in AI-generated outputs and training data may adversely affect our business.

Ownership of AI-generated content, inventions, source code and other outputs may be uncertain, particularly where third-party models, contractors or customer data are involved. Training or fine-tuning AI systems on third-party data may expose us to copyright, trade secret, privacy or other claims, and required licenses may be unavailable or costly. AI model components may be subject to open-source or other license terms that impose attribution, disclosure or other obligations that we may not identify or satisfy. Changes in legislation, court decisions or regulatory interpretations may limit our ability to claim ownership of, license or enforce rights in outputs, training data and proprietary algorithms.

We depend on key personnel.

We depend on Mr Natraj Balasubramanian, our founder, as Chief Executive Officer and on a small number of senior executives and technical personnel, including the founders and managers of the acquired businesses. The loss of any of them, or a failure to recruit and retain qualified engineers in competitive labor markets, would affect our ability to deliver and to execute our strategy.

We are subject to data protection and privacy laws in every market in which we operate.

Our businesses hold customer, employee and end-user data and manage networks for customers. We are subject to the Privacy Act 1988 (Cth) and the Australian Privacy Principles, the Digital Personal Data Protection Act 2023 in India, the UK General Data Protection Regulation, and equivalent regimes in the other jurisdictions in which we operate, several of which restrict cross-border transfers of personal data. Compliance is costly and the regimes differ. A breach may result in penalties, orders, claims and reputational harm.

Regulation of artificial intelligence is developing and may restrict our products.

Our analytics and autonomy products use machine learning models. The European Union Artificial Intelligence Act and emerging regimes elsewhere impose obligations by reference to risk classification, transparency, data governance and human oversight. Compliance may require us to modify our products, restrict the markets in which we can sell them, or increase our costs, and the requirements may change after we have committed development resources.

In the United States, state and local authorities, including in Utah, Colorado and California, have enacted, proposed or may enact laws addressing AI transparency, automated decision-making, consumer notice, consent and impact assessments, and requirements may differ or conflict across Australia, the United States, the European Union, India and the other jurisdictions in which we operate. We may need to establish, maintain and document responsible AI governance processes, including risk assessments, human oversight, testing, monitoring, incident management and vendor controls. Failure to comply could result in fines, restrictions on our products or required changes to our systems.

Generative and agentic artificial intelligence in our products may produce inaccurate, biased or unintended outputs or actions and expose us to liability and reputational harm.

Generative and agentic AI systems may hallucinate or produce biased, incomplete, inaccurate or unpredictable outputs, and autonomous or semi-autonomous AI agents may take unauthorized, erroneous or irreversible actions, including through connected applications, APIs, customer systems or operational workflows. Identity, authentication and access-control processes may not adequately distinguish AI agents from human users. We may rely on third-party AI models, platforms and data, and defects, outages, limited transparency or changes to model terms could impair performance and reduce our control.

Our board and management may not establish or maintain adequate oversight, escalation procedures or accountability for the AI systems used in our products, services and operations, and our AI policies and governance frameworks may be incomplete, inconsistently applied or ineffective. Actual or perceived failures in the responsible deployment of AI could result in customer disputes, contractual claims, litigation, regulatory scrutiny, negative publicity and loss of customer trust.

Our use of open source software may subject us to claims or require us to disclose our proprietary source code.

We use, and may in the future use, software and model components licensed under open source or similar licenses. Open source licensors generally do not provide warranties or protection against infringement claims, and open source code and training data may be subject to data poisoning, hidden functionality or other attacks. If we combine our proprietary software with open source software in a certain manner, we could be required under certain licenses to release our source code to the public, which would allow competitors to create similar offerings with less effort. Few courts have interpreted open source licenses, and claims of noncompliance could result in litigation, require us to purchase costly licenses or require us to re-engineer our software.

Aviation and drone regulation may restrict our operations.

Our autonomous aerial operations require approvals covering airspace access, beyond visual line of sight flight, chemical application and operator certification, and those approvals differ by jurisdiction and may be withdrawn or made more onerous. A loss of certification, or a restriction on autonomous operation or on aerial chemical application, would directly affect our ability to deliver services.

Our AgTech operations are exposed to agricultural market cycles, climate change and extreme weather.

Demand for our AgTech services depends on the condition of the agricultural industry, which is affected by volatile commodity and input prices, weather and field conditions, agricultural inventories, domestic and international demand, farm subsidies and government trade policies. Climate change and extreme weather, including heat, drought, flooding, wildfire and severe storms, may disrupt agricultural operations, reduce demand for our services or make deployments more difficult, and seasonal variability may limit the windows in which outdoor autonomous systems can be deployed, reducing utilization or increasing operating and maintenance costs. Insurance for field operations may be unavailable, insufficient or costly.

Compliance with, or violation of, environmental, health and safety laws, including those governing pesticides, and product liability claims could result in significant costs.

Our aerial application services are subject to international, national, state and local laws governing the registration, handling and application of pesticides and other chemicals. The cancellation of a registration, or the withdrawal of a product from the market, could adversely affect our services, and we may be unable to prevent violations by end users. Products we apply or distribute could be alleged to cause injury to the environment, people or animals, and we may face product liability claims or need to recall products. The costs of compliance, noncompliance, investigation, remediation or defending civil or criminal proceedings could have a material adverse effect on our reputation, financial position, results of operations and cash flows.

Our CXaaS and PropTech businesses depend on client usage volumes, partner relationships and regulated end markets.

Revenue from our CXaaS business is often linked to client usage volumes, such as call traffic or the number of active agents, and economic downturns, client restructuring, pilot-based procurement or shifts in service models may reduce usage and revenue. The CXaaS market is intensely competitive, and competitors may offer aggressive pricing, bundling or free trials that pressure us to discount or increase customer acquisition costs. Subscription models may require upfront investment before revenue is recognized, and churn, renewal uncertainty and long sales cycles may make revenue less predictable.

Our PropTech platform operates across regulated verticals, including energy retail and home insurance, in jurisdictions such as Australia, the United Kingdom and the United States, each with distinct rules on pricing transparency, switching and customer data. Its revenue depends substantially on commissions and referral fees from a relatively small number of high-volume partners and on the volume of property transactions, which may decline with adverse economic conditions, higher interest rates or changes in housing policy. Changes to partner commercial terms, partner insolvency, regulatory caps on commissions, or errors in our recommendation algorithms could result in lost revenue, refund claims, regulatory complaints and reputational harm.

Our insurance may not be adequate.

We maintain insurance, including directors’ and officers’ liability cover, at levels we consider appropriate for a group of our size. That cover may prove inadequate for the enlarged Group, may exclude particular claims, and the cost of maintaining it as a listed company may increase. Work for defense, emergency services and critical infrastructure customers may give rise to claims that conventional professional indemnity and public liability cover excludes or limits, and cover for autonomous systems and for cyber events in managed services is a developing market and may be unavailable, capped, or priced at a level we do not consider commercial.

We may become subject to litigation.

Litigation is costly and diverting regardless of outcome, and an adverse result could be material. Our insurance may not cover a claim, may be insufficient, or may become more costly or unavailable.

In addition, companies whose securities have experienced price volatility have often been subject to securities class action litigation, and the nature of our products, including those used in defense, intelligence, critical infrastructure and autonomous applications, may give rise to novel claims relating to privacy, civil liberties, trespass and similar matters. Any claim, regardless of its merit, could result in negative publicity, harm our reputation, divert management’s attention and cause the market price of the ordinary shares to decline.

Natural disasters, pandemics, war, terrorism and other catastrophic events could disrupt our operations, and our business continuity plans may not adequately protect us.

Our operations are subject to interruption by natural disasters, fire, power shortages, telecommunications failures, public health crises and other events beyond our control, as well as war, acts of terrorism, labor activism and geopolitical unrest. Because we operate network infrastructure and managed services for customers, such an event could cause lengthy service interruptions, breaches of data security, loss of critical data, contractual claims and reputational harm, and could disrupt the businesses of our customers, partners and suppliers. Our business continuity and disaster recovery plans may not be sufficient, and our insurance may not cover all resulting losses.

Risks relating to our international operations

We operate through subsidiaries and a branch in eleven countries and are exposed to the legal, tax and political conditions of each.

The Group operates in Australia, India, Singapore, the United States, Oman, the United Arab Emirates, Malaysia, the United Kingdom, the Netherlands, Sri Lanka and the Philippines. We are exposed to changes in law, licensing and foreign ownership requirements, political instability, differing employment regimes, and the difficulty of supervising operations across time zones from a small corporate center. Inflation, interest rates, supply chain disruption, regional conflict and trade restrictions in those markets may also cause customers to delay or reduce technology spending, lengthen sales cycles and extend payment terms.

Geopolitical tensions, tariffs, sanctions and trade restrictions may increase our costs and disrupt our supply chain.

Significant political, trade and regulatory developments, including tariffs and changes in United States federal policy, are difficult to predict. United States–China trade tensions, tariffs and technology export controls may increase the cost or limit the availability of drone, sensor, battery, communications and other hardware components used in our operations, and geopolitical instability, including conflicts such as those between Russia and Ukraine and in the Middle East, sanctions, transportation constraints or supplier failures may disrupt our supply chain, delay deployments, increase costs or require us to redesign or source substitute components. Political tensions may also reduce trade, investment and technology exchange between major economies and adversely affect global economic conditions and financial markets.

Local ownership requirements mean we do not wholly own several operating entities.

Our interests in the Oman and United Arab Emirates entities are 54 percent and 60 percent respectively, reflecting local ownership requirements, and several other subsidiaries are not wholly owned. We may not be able to control distributions, strategy or the disposal of those businesses without the agreement of local holders, and disputes with them could disrupt operations.

Restrictions on the movement of funds may prevent us from accessing cash held in subsidiaries.

Cash generated in India, Oman, the United Arab Emirates and the Philippines may be subject to exchange control, withholding tax, statutory reserve or approval requirements before it can be remitted to the Company. Our obligations fall due principally at the parent, so a restriction on upstreaming funds could leave the Company without the means to meet them even where the Group as a whole is generating cash.

We are exposed to currency movements across nine functional currencies.

Our reporting currency is the United States dollar while most revenue and costs arise in other currencies. For the year ended June 30, 2026 the exchange loss on translating foreign operations taken to other comprehensive income was $7,980,043. We do not hedge these exposures. Movements in exchange rates will continue to affect reported revenue, results and net assets.

An increase in the value of the United States dollar could increase the real cost of our products to customers in markets where we sell in dollars, and a weaker dollar could increase the cost of local operating expenses and capital expenditures. Because a substantial part of our obligations is denominated in United States dollars while our cash flows arise principally in other currencies, adverse movements could also reduce the funds available to meet those obligations.

We are subject to anti-bribery, sanctions and anti-money laundering laws in multiple jurisdictions, and non-compliance could subject us to criminal and civil liability.

We are subject to the United States Foreign Corrupt Practices Act of 1977, the United States domestic bribery statute contained in 18 U.S.C. § 201, the United States Travel Act, the USA PATRIOT Act, the Australian foreign bribery offences, the United Kingdom Bribery Act 2010, applicable sanctions regimes and other anti-bribery and anti-money laundering laws in the countries in which we operate. These laws are interpreted broadly and prohibit us from authorizing, offering or providing improper payments or benefits to recipients in the public or private sector. Our operations in the Middle East, South Asia and South-East Asia, our dealings with government, defense and state-affiliated customers, and our use of third-party contractors, partners and agents heighten these risks, and we may be held liable for the activities of those third parties even if we do not authorize them.

Our compliance program is at an early stage relative to the scale of the enlarged Group, and there can be no assurance that our employees, representatives, contractors, partners or agents will comply with these laws at all times. Noncompliance could result in whistleblower complaints, investigations, disgorgement, significant fines, civil and criminal penalties, debarment from government contracting, the loss of export privileges and reputational harm, and responding to any investigation would likely divert management’s attention and result in significant costs.

We are subject to export and import controls that may restrict sales of our technologies and expose us to penalties.

Exports of our technologies must comply with the export, import, customs and trade laws of the jurisdictions in which we operate, including Australia, the United States and India, which may overlap or conflict. Changes in our technologies, in applicable laws, or in the countries, governments, persons or technologies targeted by those laws may delay the introduction of our products in international markets or prevent their export to certain countries or persons altogether. If we fail to comply, we and certain of our employees could be subject to substantial civil or criminal penalties, including the loss of export or import privileges.

Transfer pricing and tax positions across the Group may be challenged.

The Group has significant intra-group trading, including the supply of resources and services between entities in India, Singapore, the Middle East and Australia. Tax authorities may challenge our transfer pricing, our permanent establishment positions or the availability of tax losses, and any adjustment, interest or penalty could be material.

Risks relating to regulation and financial reporting

We have identified material weaknesses in our internal control over financial reporting, which we are in the process of remediating.

In connection with the preparation and audit of our consolidated financial statements for the year ended June 30, 2026, the following material weaknesses in our internal control over financial reporting were identified:

(1) the Group’s internal control over financial reporting framework, including entity-level controls and financial close controls, was not adequately designed, formally documented, or consistently evidenced. These deficiencies affected the control environment, risk assessment, and monitoring activities and resulted in control gaps across key financial close processes, including account reconciliations, journal entry reviews, account analyses, and approval controls. Certain controls were incomplete or not performed timely, contributing to repeated year-end journal entry corrections;

(2) the Group lacks sufficient financial reporting resources with the appropriate experience to consistently meet applicable financial reporting, internal control, and reporting requirements, particularly across newly acquired entities. Limited staffing and lack of segregation of duties also result in significant reliance on the Chief Financial Officer and central finance team; and

(3) the Group has not fully integrated its expanded operations into a consistent internal control framework, resulting in gaps in the governance, information systems, monitoring activities, and oversight of acquired entities.

These material weaknesses include the two material weaknesses identified before the direct listing, which related to the lack of a formally implemented and documented system of internal control over financial reporting and the lack of sufficient accounting personnel with knowledge and experience of SEC and PCAOB reporting. The year ended June 30, 2026 was the Group’s first financial year as a consolidated group. The acquisitions completed on February 12, 2026, four and a half months before the year end, brought into the Group businesses in eleven countries, each with its own accounting systems, reporting calendar and local reporting framework, and the financial statements for the year were the first prepared and audited on a group basis.

We have begun to implement measures intended to remediate these material weaknesses, which are described in Item 15. The material weaknesses had not been remediated at June 30, 2026. A material weakness will not be considered remediated until the applicable controls have operated for a sufficient period and management has concluded, through testing, that they are operating effectively.

The acquisitions completed on February 12, 2026 brought into the Group accounting systems, processes and personnel in eleven countries. Our internal control over financial reporting must operate effectively across those businesses, and our reporting depends on the consolidation of entities with different systems and reporting calendars.

If we fail to remediate these material weaknesses, fail to maintain effective internal control over financial reporting, or identify additional material weaknesses in future, we may be unable to report our results accurately or on time, we may be required to restate previously issued financial statements, investors may lose confidence in our reporting, and we may face regulatory action or delisting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. We cannot assure you that the measures we have taken, and are continuing to implement, will be sufficient to remediate the material weaknesses or to prevent additional material weaknesses in future, or that our internal controls will meet all standards applicable to companies with publicly traded securities.

Our previously reported financial information may be restated.

The accounting for the acquisitions is provisional, and the Group consolidates entities reporting under different local frameworks, in nine currencies, using accounting systems that are not integrated. The conversion of those records to IFRS Accounting Standards and their consolidation involves manual processes, and errors may not be detected on a timely basis. Reported figures may therefore be corrected in a later period. A restatement would harm our credibility with investors, may require an amended filing, and may attract regulatory attention.

We will become subject to the internal control reporting requirements of Section 404 and will cease to be an emerging growth company, and our compliance costs will increase.

This annual report does not include a management report on internal control over financial reporting in reliance on the transition period available to newly public companies. From our second annual report we will be required to provide that report. While we remain an emerging growth company we are exempt from the auditor attestation requirement, but that exemption will end, and compliance will require investment in personnel, systems and documentation. We will cease to be an emerging growth company on the earliest of (i) the last day of the fiscal year in which our total annual gross revenues are $1.235 billion or more, (ii) the last day of the fiscal year following the fifth anniversary of the first sale of our ordinary shares under an effective registration statement under the Securities Act, (iii) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the preceding three-year period, and (iv) the date on which we become a large accelerated filer under Rule 12b-2 under the Exchange Act. From that date the exemptions we rely on, including the exemption from auditor attestation on internal control, will no longer be available.

We are an emerging growth company and a foreign private issuer, and the reduced disclosure available to us may make our ordinary shares less attractive.

As an emerging growth company we are exempt from the auditor attestation requirement of Section 404(b) of the Sarbanes-Oxley Act and from certain rules of the Public Company Accounting Oversight Board, including any requirement for mandatory audit firm rotation or for a supplement to the auditor’s report. As a foreign private issuer we are exempt from the proxy rules, we report semi-annually rather than quarterly, and we may follow Australian practice in lieu of certain Nasdaq corporate governance requirements. Investors may find our ordinary shares less attractive as a result of receiving less information, or information less frequently, than for a domestic issuer. We may also lose foreign private issuer status, which would materially increase our reporting costs.

In addition, we follow certain Australian home country practices in lieu of Nasdaq corporate governance requirements, including with respect to executive sessions of independent directors, disclosure of third-party director and director nominee compensation, shareholder approval of certain issuances of securities, including issuances of 20 percent or more of our outstanding ordinary shares and the establishment or material amendment of equity compensation arrangements, and the composition and charter of our compensation committee, which may afford less protection to shareholders than is accorded to investors in a domestic United States issuer. See “Item 6.C. Board Practices” and “Item 16G. Corporate Governance.”

We determine our foreign private issuer status annually as of the last business day of our second fiscal quarter. We would lose that status if more than 50 percent of our outstanding voting securities were held by United States residents and the majority of our executive officers or directors were United States citizens or residents, more than 50 percent of our assets were located in the United States, or our business were administered principally in the United States. Future equity issuances, acquisitions or changes in our shareholder base could increase this risk. If we lose foreign private issuer status, we would be required to comply with the reporting requirements applicable to United States domestic issuers, could be required to report under United States generally accepted accounting principles, and would incur significantly higher legal, accounting and other costs.

We may be a passive foreign investment company, which would have adverse United States tax consequences for United States holders.

A non-United States corporation is a passive foreign investment company for a taxable year if a specified proportion of its income is passive income or of its assets produce passive income. The determination depends on the composition of our income and assets, tested quarterly by fair value, and our balance sheet changed fundamentally on February 12, 2026. If we are treated as a passive foreign investment company for any year in which a United States holder holds ordinary shares, that holder may be subject to adverse tax consequences and additional reporting.

We will be a passive foreign investment company for any taxable year in which at least 75 percent of our gross income is passive income or at least 50 percent of the value of our assets, determined on a quarterly average basis, is attributable to assets that produce or are held for the production of passive income, including cash. Because the value of our goodwill may fluctuate with our market capitalization, a decline in the price of the ordinary shares could increase the risk of passive foreign investment company classification. Adverse consequences may include increased tax on disposition gains and excess distributions, interest charges and the loss of preferential rates on dividends, and generally continue to apply even if we cease to be a passive foreign investment company unless a timely election is made. A mark-to-market election may be available only if the ordinary shares are regularly traded, and we do not expect to provide the information necessary for a qualified electing fund election. United States holders should consult their own tax advisors.

Evolving government regulation and environmental, social and governance requirements may increase our costs and expose us to reputational risk.

We are subject to general business laws as well as laws specifically governing the internet, e-commerce, electronic devices, consumer protection, telecommunications and the commercial operation of unmanned aerial vehicles, and unfavorable changes could reduce demand for our services and increase our costs. Sustainability reporting requirements and expectations, including those associated with the International Sustainability Standards Board, the SEC’s climate-related disclosure rules, which have been stayed pending judicial review, and Australian mandatory climate reporting, may evolve, conflict across jurisdictions or require costly systems and controls. The energy consumption associated with training and operating AI models and data infrastructure may increase our costs or expose us to stakeholder scrutiny, and any failure or perceived failure to meet stakeholder expectations or our public commitments could harm our reputation and business.

Australian dividend withholding tax and imputation rules may affect returns to United States holders.

Australia operates a dividend imputation system under which dividends may be franked to the extent of Australian tax paid on company profits. Fully franked dividends are not subject to Australian dividend withholding tax, but unfranked dividends that are not declared to be conduit foreign income are subject to withholding at a rate of up to 30 percent, which may be reduced to 15 percent for United States residents entitled to benefits under the Australia–United States double taxation convention, or to 5 percent for qualifying companies holding 10 percent or more of the voting power. Although we do not anticipate paying dividends, the treatment of any future dividend will depend on the extent to which it is franked and whether the holder is entitled to treaty benefits.

Risks relating to our ordinary shares

Our founder controls a majority of our voting power and his interests may differ from those of other shareholders.

Mr Balasubramanian holds approximately 59.5 percent of the ordinary shares on issue. He is able to control the outcome of most matters submitted to shareholders, including the election of directors and the approval of significant transactions, and could prevent or delay a change of control that other shareholders consider favorable. We are a controlled company for the purposes of the Nasdaq corporate governance rules and could elect to rely on the associated exemptions in future.

Our ordinary shares have a limited trading history and their price may be volatile.

Our ordinary shares have traded on The Nasdaq Global Market only since February 12, 2026 and trading volumes have been limited. The price of the ordinary shares may be volatile, may be affected by factors unrelated to our performance, and investors may be unable to sell at or above the price they paid.

The market for our ordinary shares may be less active or liquid than the markets for securities of more established companies, and limited trading volume may increase volatility and make it difficult for shareholders to sell their shares at desired prices. Factors that could cause the price to fluctuate include variations in our results of operations, announcements relating to our financing arrangements, acquisitions or customers, changes in analyst estimates, the expiry of lock-up restrictions, and general market, economic and political conditions.

Sales of ordinary shares after lock-up expiry could depress the market price.

The resale of 68,696,076 ordinary shares has been registered under the Securities Act, and shares issued as consideration for the acquisitions, under the VIS subscription agreement and for services are subject to lock-up or escrow arrangements of six, twelve and twenty-four months from February 12, 2026. As those restrictions lapse, a substantial number of shares may become available for sale. Sales, or the perception that sales may occur, could cause the market price to fall.

We do not intend to pay dividends.

We have never paid a dividend and do not expect to do so in the foreseeable future. Investors should not rely on an investment in the ordinary shares to provide income, and any return will depend on appreciation in the price of the shares.

We may fail to satisfy the continued listing requirements of Nasdaq.

Continued listing requires compliance with minimum bid price, market value, shareholder equity and corporate governance standards. Our losses, our net current liability position and the volatility of our share price mean we may fail to meet one or more of those standards. Delisting would reduce liquidity, impair our ability to raise capital and could reduce the value of the ordinary shares.

It may be difficult for investors to enforce judgments against us or our directors.

The Company is incorporated in Australia and a majority of its directors and officers, and most of its assets, are located outside the United States. It may not be possible to serve process within the United States, or to enforce in Australia a judgment of a United States court, including one predicated on the civil liability provisions of the United States federal securities laws.

There is doubt as to the enforceability in Australia, in original actions or in actions to enforce judgments of United States courts, of civil liabilities predicated on the United States federal securities laws. Awards of punitive damages may also be unenforceable in Australia, as Australian courts may treat such awards as penal in nature.

Australian law imposes different requirements on shareholder derivative actions, which may limit shareholders’ ability to bring claims.

Under the Corporations Act 2001 (Cth) (the “Corporations Act”), a shareholder seeking to bring a derivative action on behalf of the Company must obtain leave of the court, which requires the shareholder to demonstrate, among other things, that the Company itself is unlikely to bring the proceedings, that the shareholder is acting in good faith, and that granting leave is in the best interests of the Company. These requirements differ from, and may be more restrictive than, those under United States law, and our shareholders may therefore have more limited ability to protect their interests than shareholders of a company incorporated in the United States.

Australian takeover provisions may discourage a change of control.

Chapter 6 of the Corporations Act prohibits an acquisition that takes a person’s voting power above 20 percent, other than in permitted ways, and acquisitions by foreign persons may require approval under the Foreign Acquisitions and Takeovers Act 1975 (Cth). These provisions may deter a transaction that shareholders would otherwise consider favorable, including one at a premium to the market price.

Changes to the foreign investment regime administered by the Foreign Investment Review Board, including changes in screening thresholds or national security review criteria, could further restrict investment in the Company, and any approval may be subject to conditions or delay. Our founder’s controlling shareholding may also deter or prevent a change of control.

If securities analysts do not publish research about us, or publish adverse research, the price of our ordinary shares could decline.

The trading market for our ordinary shares depends in part on research published by securities analysts. We have limited analyst coverage. If coverage is not initiated, is discontinued, or is unfavorable, the price and trading volume of the ordinary shares could decline.

General risk factors

Adverse economic, inflationary, interest rate and capital markets conditions could harm our business and the market price of our ordinary shares.

Our business depends on customer spending on technology, which may decline in periods of economic uncertainty, inflation or high interest rates. Volatility in the capital and credit markets could also make it more difficult or costly for us to refinance our borrowings or raise additional capital when needed, which is of particular importance given the maturities described under “—Risks relating to our financial condition and capital requirements.” Inflation may also increase our labor and operating costs, which we may not be able to pass on to customers under fixed-price contracts. In addition, a shutdown of the United States federal government could delay the SEC’s review of any registration statement we may file and impair our ability to access the United States capital markets.

We incur significant costs as a result of operating as a public company in the United States.

As a company listed on Nasdaq and subject to the Exchange Act and the Sarbanes-Oxley Act, as well as to Australian corporate and securities laws, we incur significant legal, accounting, insurance and other expenses that we did not incur as a private company, and these costs will increase as we cease to be an emerging growth company. These obligations require substantial management attention and may divert resources from the operation of our business.

We may become the target of securities class action litigation.

Securities class action litigation has often been brought against companies following periods of volatility in the market price of their securities. Any such litigation, regardless of its merit, could result in substantial costs, divert management’s attention and resources, and harm our reputation, and an adverse outcome could have a material adverse effect on our business, financial condition and results of operations.

ITEM 4. INFORMATION ON THE COMPANY

A. History and Development of the Company

Development of the business

Braiin Limited was incorporated in Australia pursuant to the Corporations Act on July 4, 2022.

Prior to Braiin’s formation in July 2022, the principal activities of Braiin were carried out by Raptor300 Inc. (“Raptor300”). Our founder and Chief Executive Officer, Natraj Balasubramanian, established Raptor300 in 2015, which served as the foundational technology entity. On July 26, 2022 the Company acquired all of the outstanding equity of Raptor300, a Delaware company which holds the core intellectual property underpinning the Group’s autonomous aerial robotics. That acquisition was accounted for as a reverse acquisition of a non-operating entity. On October 31, 2022 the Company acquired from Flamingo AI the patent for a semi-supervised question answering machine, United States patent 10,650,818.

Braiin LLC, a Delaware company, was incorporated on June 6, 2023 as an organic expansion of the Group.

The Company began generating revenue on February 12, 2026 through the businesses acquired on that date. Performance under its binding long-term contracts has not yet commenced; see “Contracted revenue and order book” in Item 4.B.

Nasdaq direct listing and completion of the acquisitions

The Company registered the resale of 68,696,076 ordinary shares under the Securities Act (Registration No. 333-291410). The ordinary shares commenced trading on the Nasdaq Global Market under the symbol BRAI on February 12, 2026 by way of direct listing. Maxim Group LLC acted as financial adviser. The Company received no proceeds from the listing.

Completion of four acquisitions was conditional on effectiveness of the registration statement, and all four completed on February 12, 2026:

Separately from the agreements for the acquisition of the VIS group, on February 6, 2026 the Company entered into a subscription agreement with certain shareholders and employees of VIS Networks Private Limited, under which, on February 12, 2026, it issued 4,382,603 ordinary shares (13,147,809 ordinary shares after the 3:1 subdivision effected on April 28, 2026). The shares are subject to voluntary escrow, as to one half for 12 months and as to the other half for 24 months from issue.

At June 30, 2026 the Group comprised the Company, 22 subsidiaries and a branch in the Philippines. The subsidiaries are Raptor300 Inc. and Braiin LLC, incorporated and organized, respectively, in the State of Delaware, United States; Raptor Sri Lanka 300 Pvt. Ltd., incorporated in Sri Lanka; VIS Networks Private Limited, incorporated in India, which operates the branch in the Philippines; VIS Global PTE Ltd, incorporated in Singapore, and its subsidiaries VISNET Global SDN BHD (Malaysia), VIS Networks UK Limited (United Kingdom), VIS Global Digital Solutions LLC (Oman), VIS Global Inc (United States), Visnet Technologies LLC (United Arab Emirates), VIS Global Pty Ltd (Australia) and VIS Global EU B.V. (Netherlands); Vega Global Technologies Pty Ltd and its subsidiaries Mirragin RAS Consulting Pty Ltd, Mirragin Consultants Pty Ltd, Mirragin Project Isidore Pty Ltd, Project Isidore Pty Ltd, Nisus Australia Pty Ltd and Nisus Payroll Pty Ltd, all incorporated in Australia; and Connect Simple Pty Ltd, incorporated in Australia, and its subsidiaries Connect Easy Ltd (United Kingdom) and ConnectEasy Inc (Delaware, United States). The Company’s interest in each subsidiary is set out at Note 38 to the financial statements. There has been no change in the composition of the Group from June 30, 2026 to October 30, 2026, the latest practicable date.

The Company is a foreign private issuer as defined in Rule 405 under the Securities Act and Rule 3b-4 under the Exchange Act. The Company is also an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended.

The Company’s commercial website address is www.braiin.com and investor relations website address is ir.braiin.com. Information contained on or accessible through our website is not a part of this annual report, and the inclusion of the website addresses herein is an inactive textual reference only. The SEC also maintains an Internet website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The Company’s filings with the SEC are also available to the public through the SEC’s website at www.sec.gov.

Capital expenditure and divestitures

The Group’s capital expenditure, being cash purchases of property, plant, equipment and intangible assets, was $160,953 in the year ended June 30, 2026, nil in the year ended June 30, 2025 and $885 in the year ended June 30, 2024. The Group made no divestitures in any of those years.

The Group’s non-current assets increased substantially during the year ended June 30, 2026, but that increase arose almost entirely through the acquisitions completed on February 12, 2026 rather than through capital expenditure. The assets acquired in those transactions included property, plant and equipment of $1,621,997, investment property of $4,096,400 and intangible assets of $6,312, a total of $5,724,709, together with goodwill of $237,624,573. Pending completion of the purchase price allocations, no intangible assets other than that software have been recognized separately from goodwill.

The cash component of the consideration for the acquisitions, net of cash acquired, was $9,156,879, funded from the proceeds of the secured promissory notes issued to Streeterville Capital, LLC and of the Advaitha Note Purchase Agreement. The balance of the consideration was satisfied by the issue of ordinary shares and by deferred consideration. Other than these acquisitions, the Group has had no principal capital expenditures or divestitures since July 1, 2023, and none is in progress as of the date of this annual report. During the year ended June 30, 2026 and the current fiscal year to the date of this annual report, there have been no public takeover offers by third parties for the Company’s ordinary shares and no public takeover offers by the Company for the shares of another company.

B. Business Overview

Overview

Braiin is an Australian technology company that applies proprietary and patented artificial intelligence and machine learning technologies to generate actionable insights across three verticals: agriculture technology, customer experience and employee experience as a service, and property technology. The Group’s platforms are built on a single technology architecture for data ingestion, insight generation and automation, which allows capability developed in one vertical to be deployed across the others.

Following the acquisitions completed on February 12, 2026, the Group operates through subsidiaries in Australia, India, Singapore, Malaysia, the United Kingdom, Oman, the United Arab Emirates, the Netherlands, Sri Lanka and the United States, and through a branch in the Philippines.

Agriculture technology

The Group’s agriculture technology platform combines autonomous aerial robots, machine learning analytics and internet of things integration to provide real-time insight into crop health, irrigation, soil condition, pest detection, yield prediction and weather risk.

The aerial robots produce two- and three-dimensional maps from hyperspectral, multispectral, light detection and ranging and thermal sensors, and can identify hydration, insect and herbicide issues seven to ten days before they are visible to the human eye. The spraying aircraft cover two to three hectares per hour carrying fifty kilograms of chemical, operating at up to fifteen times the speed of manual spraying while using less chemical and removing human exposure to pesticide.

The analytics layer uses EfficientNet, ResNet-50, YOLOv8 and long short-term memory models for image recognition, anomaly detection, weather forecasting and yield prediction. The enterprise resource planning platform provides end-to-end farm management covering inventory, financial tracking, crop scheduling and weather risk mitigation, and feeds insights back into the aerial fleet for automated resource allocation, spraying and harvesting.

The underlying technology stack comprises TensorFlow and PyTorch for machine learning, OpenCV and Google Earth Engine for spectral imaging, AWS SageMaker for cloud model training, and AWS Greengrass and Apache Kafka for edge computing and real-time analytics.

Mirragin RAS Consulting Pty Ltd, acquired through Vega, is an Australian consulting and technology firm specializing in the deployment of aerial robotics, autonomous systems and machine learning solutions for mission-critical applications across agriculture, defense, emergency response and industrial operations.

Vega Global Technologies Pty Ltd owns a portfolio of ten unmanned systems invention disclosures, which consolidate into seven invention families: modular role-swap payloads with digital-twin release gating; secure multi-link command-and-control orchestration; autonomous swarm coordination with an artificial intelligence mission layer; edge artificial intelligence payload optimization; autonomous navigation in environments where satellite navigation is denied; an air-logistics orchestrator and compliance engine; and a predictive airworthiness digital twin. The inventions were developed by shareholders of Vega over approximately two years before the acquisition and are at the design and architecture stage of development. They are dual-use, with commercial applications in agriculture, logistics, infrastructure inspection and mining, and defense applications in intelligence, surveillance and reconnaissance and medical evacuation support. Their revenue is expected to be earned through Mirragin and Nisus, which provide the route to market. Advancing them through prototyping, software implementation and testing will require further investment.

Contracted revenue and order book

At June 30, 2026 and at the date of this annual report, the Group held binding long-term contracts representing approximately $35,930,000 of contracted revenue over a five-year term, of which no amount was recognized as revenue in the year ended June 30, 2026. The Group is also party to non-binding memoranda of understanding representing a further $111,980,000. Neither amount changed between June 30, 2026 and the date of this annual report. The contracts and memoranda of understanding remain in place; performance has not yet commenced, and the Group expects to commence performance under the binding contracts in the first calendar quarter of 2027.