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REGISTERED NUMBER: 06847082 (England and Wales)












IRRESISTIBLE MATERIALS LTD

FINANCIAL STATEMENTS

FOR THE YEAR ENDED

31 MARCH 2025






IRRESISTIBLE MATERIALS LTD (REGISTERED NUMBER: 06847082)






CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025




Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 3


IRRESISTIBLE MATERIALS LTD

COMPANY INFORMATION
FOR THE YEAR ENDED 31 MARCH 2025







DIRECTORS: D A Ure
D Coleman
Mercia Fund Management (Nominees) Ltd
P Wilmerding
A P G Robinson
D Armbrust
D R Bettadapur





REGISTERED OFFICE: C/O Bevan Buckland LLP
Ground Floor
Cardigan House
Swansea
SA7 9LA





REGISTERED NUMBER: 06847082 (England and Wales)





AUDITORS: Bevan Buckland LLP (Statutory Auditors)
Ground Floor Cardigan House
Castle Court
Swansea Enterprise Park
Swansea
SA7 9LA

IRRESISTIBLE MATERIALS LTD (REGISTERED NUMBER: 06847082)

BALANCE SHEET
31 MARCH 2025

2025 2024
Notes £    £    £    £   
FIXED ASSETS
Tangible assets 4 14,811 22,529

CURRENT ASSETS
Debtors 5 1,032,012 356,856
Cash at bank 267,008 187,075
1,299,020 543,931
CREDITORS
Amounts falling due within one year 6 7,021,428 4,109,261
NET CURRENT LIABILITIES (5,722,408 ) (3,565,330 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

(5,707,597

)

(3,542,801

)

CAPITAL AND RESERVES
Called up share capital 8 61 60
Share premium 4,179,981 3,917,297
Share options reserve 714,099 478,738
Retained earnings (10,601,738 ) (7,938,896 )
(5,707,597 ) (3,542,801 )

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Statement of Comprehensive Income has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 10 July 2025 and were signed on its behalf by:





D A Ure - Director


IRRESISTIBLE MATERIALS LTD (REGISTERED NUMBER: 06847082)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

1. STATUTORY INFORMATION

Irresistible Materials Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going Concern
The directors have prepared these financial statements on a going concern basis, which assumes that the company will continue to meet its liabilities as they fall due for at least 12 months from the date of approval of these financial statements.

The company is currently loss-making, with negative reserves and a net liability position. However, the directors have identified a number of options to support the company’s continued operation. Based on current expenditure levels, the company has sufficient cash reserves to operate until at least August 2025.

In addition, the company has signed a term sheet for an investment that is expected to be completed at the end of July 2025. This investment is intended to provide the resources required to support the company’s operations through the next two years, and to progress its strategic objectives.

In the event of delays in receiving this investment, the company has received assurances from existing investors that they are willing to provide bridging finance to cover any shortfall. Furthermore, a second potential investor has indicated a willingness to step in should the primary investment not proceed as planned.

While the directors are confident in the availability of these funding options and have contingency plans in place to reduce expenditure if necessary, there remains a material uncertainty related to the timing and successful completion of the investment. Should the investment be significantly delayed or not proceed as planned, and if alternative funding or cost reductions cannot be secured in a timely manner, this would cast significant doubt on the company’s ability to continue as a going concern.

Nevertheless, based on the multiple options available and the directors’ reasonable expectation that funding will be secured, the financial statements have been prepared on a going concern basis.

IRRESISTIBLE MATERIALS LTD (REGISTERED NUMBER: 06847082)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2025

2. ACCOUNTING POLICIES - continued

Significant judgements and estimates
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements:

Fair Value of Share Options Granted
The management have considered the fair value of the shares options issued by the company and have applied the Black Scholes Model to give a fair estimate of the valuation of these options. This has involved making several assumptions about the market price of the shares of the company, the volatility of the Company's sector and risk free rate of interest. The management are satisfied that they have sufficiently considered the assumptions made in order to ensure the Black Scholes Model gives an accurate as possible fair value for the share options issued. The actual cost to the company of these issued share options may differ from the figures included in the accounts.

Fair Value of Share-Based Payments
The management have considered the Fair Value of the share-based payment agreement with Nano-C and have apportioned the costs associated over the period of the agreement. The fair value is based on an assumption of the market value of the share price of the company. The management are satisfied that the market value used for this calculation is sufficient for the purposes of calculating the fair value and has been based on actual recent share transactions.

Fair Value of Convertible Loan Notes
The management have considered the fair value of the convertible loan notes in issue and are satisfied that the fair value used sufficiently represents the costs to the Company. The management are satisfied that the fair value used for this calculation is sufficient for the purposes of calculating the fair value and has been based on actual recent share transactions. The convertible loan notes are not accruing interest. The fair value of the convertible loan notes includes allowance for the equity element of the convertible loan notes. The actual cost to the company of these issued convertible loan notes may differ from the figures included in the accounts.

Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Plant and Machinery - Straight line over 4 years
Fixtures and fittings - Straight line over 4 years
Computer equipment - Straight line over 4 years

IRRESISTIBLE MATERIALS LTD (REGISTERED NUMBER: 06847082)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2025

2. ACCOUNTING POLICIES - continued

Financial instruments
The Company has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments.

Financial assets
Basic financial assets, including trade and other receivables, cash and bank balances and investments in commercial paper, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Such assets are subsequently carried at amortised cost using the effective interest method.

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

Financial liabilities
Basic financial liabilities, including trade and other payables, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Compound financial instruments
Compound financial instruments issued by the Company comprise convertible loan notes that can be converted to share capital at the option of the holder. There is no interest accruing on these loan notes. The number of shares to be issued will vary with any changes in the fair value.

Due to the varying number of shares to be issued the loan notes are treated as liabilities and not split between equity and liabilities. The liability is then measured at fair value both at recognition and subsequently.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


IRRESISTIBLE MATERIALS LTD (REGISTERED NUMBER: 06847082)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2025

2. ACCOUNTING POLICIES - continued
Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Research and development
Expenditure on research and development is written off in the year in which it is incurred. Research and development tax credits are recognised on an accruals basis and are included as an income tax credit under current assets.

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Grant income
Grants relating to specific capital expenditure are treated as deferred income which is then credited to the profit and loss account over the related asset's life. Revenue grants are credited to the profit and loss account in the same period as the expenditure to which they relate.

Debtors
Trade and other debtors are recognised at the settlement amount due after any trade discount offered. Prepayments are valued at the amount prepaid net of any trade discounts due.

Cash at bank and in hand
Cash at bank and cash in hand includes cash and short term highly liquid investments with a short maturity of three months or less from the date of acquisition or opening of the deposit or similar account. Bank overdrafts, when applicable, are shown within borrowings in current liabilities.

Creditors and provisions
Creditors and provisions are recognised where the company has a present obligation (legal and constructive) resulting from a past event that will probably result in the transfer of funds to a third party and the amount due to settle the obligation can be measured or estimated reliably. Creditors and provisions are normally recognised at their settlement amount after allowing for any trade discounts due.

IRRESISTIBLE MATERIALS LTD (REGISTERED NUMBER: 06847082)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2025

2. ACCOUNTING POLICIES - continued

Share options
The company has issued share options to certain directors, consultants and employees. Share options issued after the date of transition to FRS 102 Section 1a (01/04/2015) have been recognised in the financial statements at fair value of the options. For any share options issued prior to transition date, the company has taken advance of the exception allowed in Section 35 of FRS 102 and therefore has not brought the fair value of these share options into the financial statements. Details of all active share options are included in the notes to the financial statements.

All share options granted are equity-settled transactions.

Share based payments
The cost of equity-settled transactions with employees, consultants and directors are measured by reference to the fair value of the equity instruments granted at the date at which they are granted and is recognised as an expense over the period which the service relates, which ends on the date on which the relevant recipients become fully entitled to the award.

Convertible Loan Notes
Convertible Loan Notes are classified as debt instruments and are recognised at each financial year end date at their fair value. The movement on this fair value each year is recognised through the profit and loss account.

Patent costs
Patent costs are written off to the profit and loss in the year the expenditure is incurred.

Employee benefits
The company provides a range of benefits to employees, including paid holiday arrangements and defined contribution pension plans.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 10 (2024 - 9 ) .

4. TANGIBLE FIXED ASSETS
Fixtures
Plant and and Computer
Machinery fittings equipment Totals
£    £    £    £   
COST
At 1 April 2024 105,488 8,821 5,199 119,508
Additions 10,258 224 5,696 16,178
At 31 March 2025 115,746 9,045 10,895 135,686
DEPRECIATION
At 1 April 2024 88,722 4,802 3,455 96,979
Charge for year 19,988 2,252 1,656 23,896
At 31 March 2025 108,710 7,054 5,111 120,875
NET BOOK VALUE
At 31 March 2025 7,036 1,991 5,784 14,811
At 31 March 2024 16,766 4,019 1,744 22,529

Included within Plant and Machinery is a machine bought in collaboration with the University of Birmingham. The cost of £30,000 represents the amount contributed by Irresistible Materials Ltd The total value of the machine was £90,000 with the remainder (£60,000) being contributed by the University of Birmingham.

IRRESISTIBLE MATERIALS LTD (REGISTERED NUMBER: 06847082)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2025

5. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2025 2024
£    £   
Other debtors 1,032,012 356,856

6. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2025 2024
£    £   
Trade creditors 576,105 1,244,732
Taxation and social security 14,722 13,907
Other creditors 6,430,601 2,850,622
7,021,428 4,109,261

At the year end there is a creditor balance of £1,338,626 due to IMEC, which is relating to membership fees. This balance is due to be settled in the next year.

At the year end, there is a creditor balance of £111,653 due to Nano-C, relating to outstanding Strategic Alliance Agreement fees. This balance is due to be settled in the next year.

Included in other creditors is convertible debt of £4,296,122, which is measured at cost.

7. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:
2025 2024
£    £   
Within one year 18,000 -

8. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2024
Value: £    £   
500,011 Ordinary £0.0001 51 50
750 Growth £0.0001 - -
1 E Share £10.0000 10 10

During the year a total of 7,884 new ordinary shares of £0.0001 were issued as part of the Strategic Alliance Agreement with Nano-C.

Further disclosures surrounding share capital and share based payments are included in the related party disclosures.

IRRESISTIBLE MATERIALS LTD (REGISTERED NUMBER: 06847082)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2025

9. DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was qualified on the following basis:

Basis for qualified opinion
We were unable to obtain sufficient appropriate audit evidence regarding the fair value of the convertible loan notes, which are included in the financial statements at a value of £4,296,122 as at 31 March 2025. As in the prior year, the audit evidence available to us was limited because we could not obtain a reliable expert opinion to provide a split between the debt and equity components of these complex financial instruments. Due to the nature of the instruments, we were unable to determine whether any adjustments might have been necessary in respect of their fair value.

In addition, we were unable to obtain sufficient appropriate audit evidence regarding the valuation of share options, which are included in the financial statements at a value of £714,099, including a movement of £235,361 in the year ended 31 March 2025. New share options were issued during the year, and due to limitations in the availability of reliable valuation data for the underlying shares, we were unable to assess the reasonableness of the fair value attributed to these options.

These matters constitute a limitation on the scope of our audit. Consequently, we were unable to determine whether any adjustments might have been necessary in respect of the convertible loan notes and share options.

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

Henry Lloyd Davies (Senior Statutory Auditor)
for and on behalf of Bevan Buckland LLP (Statutory Auditors)

Material uncertainty relating to going concern
We draw attention to note 2 in the financial statements, which indicates that the company is reliant on new investment being received within 12 months of the approval of the financial statements to continue as a going concern. As stated in note 2, these events or conditions, along with the other matters as set forth in note 2, indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

10. RELATED PARTY DISCLOSURES

There is a Strategic Alliance Agreement in place between the company and Nano-C Inc, whereby Nano-C Inc provides services in exchange for cash and share capital. Nano-C is considered a related party as it is already an existing shareholder in the company. During the year Nano-C provided services with a fair value of £591,344, which included the issue of 7,884 ordinary shares to Nano-C, which includes shares accrued for the period to 31 March 2025.

In total, £1,644,918 of funding has been received through convertible loan notes in the year. This is inclusive of a maturity premium applied of £1,069,620. These were funded by 12 shareholders of the company.

Any other transactions with related parties are entered on an arms length basis.

11. POST BALANCE SHEET EVENTS

Subsequent to the year end, the company issued share options to certain employees and directors under its existing share option scheme. 28,580 options were granted in May 2025, with an exercise price of £7 per share.

The issuance of these options does not impact the financial position as at 31 March 2025, but will be reflected in the financial statements for the year ending 31 March 2026 in accordance with the requirements of FRS 102.

IRRESISTIBLE MATERIALS LTD (REGISTERED NUMBER: 06847082)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2025

12. SHARE-BASED PAYMENT TRANSACTIONS

Share Options
The Company has issued various share options agreements both historically and during the year, a summary of the main terms of these share options are listed below:


Grant date
No of
shares
Exercise
price

Vesting conditions
01/07/20111,500£612 months service from grant date
01/07/20111,200£69 months service from grant date
01/07/2011600£68 months service from grant date
01/01/20121,800£64 months service from grant date
01/07/2012600£66 months service from grant date
27/02/2012600£68 months service from grant date
27/02/20132,400£724 months service from grant date
27/02/2013600£712 months service from grant date
27/02/20131,800£718 months service from grant date
27/02/2013600£712 months service from grant date
01/12/20132,400£712 months service from grant date
08/05/2014500£710 months service from grant date

The above share options have not been brought into the financial statements at fair value due to the Company taking exemption on transition as per Section 35 of FRS 102. The option will lapse and cease to be exercisable at the earlier of; 10 years from anniversary of grant date if still employed or 5 years from anniversary of grant date if no longer employed.


Grant date
No of
shares
Exercise
price

Vesting conditions
10/06/20154,500£712 months service from grant date
01/10/20161,000£712 months service from grant date
01/04/2017600£712 months service from grant date
01/04/201934,574£7A mixture of period of employment and milestones being met
01/04/20192,500£71/12th vesting each quarter of service from grant date
16/09/201913,747£71/12th vesting each quarter of service from grant date
01/07/20206,965£71/12th vesting each quarter of service from grant date
01/09/202017,100£71/10th vesting each quarter of service from grant date
04/08/20211,600£71/10th vesting each quarter of service from grant date
11/01/202555,692£7A mixture of period of employment and milestones being met

The amount recognised in the profit and loss account during the year was £235,361 (2024: £525) in respect of the above share options. A share option reserve has been created to hold these balances until the share options are exercised.

The Company is unable to directly measure the fair value of employee services received. Instead the fair value of the share options granted during the year is determined using the Black-Scholes model.

There is also a share option pool of 15,728 shares, which have not yet been allocated.