| REGISTERED NUMBER: |
| AZOTIC TECHNOLOGIES LIMITED |
| FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| REGISTERED NUMBER: |
| AZOTIC TECHNOLOGIES LIMITED |
| FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| AZOTIC TECHNOLOGIES LIMITED (REGISTERED NUMBER: 07925932) |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| Page |
| Company Information | 1 |
| Balance Sheet | 2 |
| Notes to the Financial Statements | 3 | to | 9 |
| AZOTIC TECHNOLOGIES LIMITED |
| COMPANY INFORMATION |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Chartered accountants & statutory auditor |
| East Suite, Ground Floor |
| Avalon House |
| St Catherine's Court |
| Sunderland |
| SR5 3XJ |
| AZOTIC TECHNOLOGIES LIMITED (REGISTERED NUMBER: 07925932) |
| BALANCE SHEET |
| 31 DECEMBER 2024 |
| 2024 | 2023 |
| as restated |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 4 |
| Tangible assets | 5 |
| Investments | 6 |
| CURRENT ASSETS |
| Stocks |
| Debtors | 7 |
| Cash at bank and in hand |
| CREDITORS |
| Amounts falling due within one year | 8 |
| NET CURRENT LIABILITIES | ( |
) | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year |
9 |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 10 |
| Share premium |
| Other reserves |
| Retained earnings | ( |
) | ( |
) |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| AZOTIC TECHNOLOGIES LIMITED (REGISTERED NUMBER: 07925932) |
| NOTES TO THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 1. | STATUTORY INFORMATION |
| Azotic Technologies Limited is a |
| The presentation currency of the financial statements is the Pound Sterling (£). |
| Monetary amounts in these financial statements are rounded to the nearest £1. |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Going concern |
| The financial statements have been prepared on a going concern basis, which assumes that the company will continue in operational existence for the foreseeable future. The company is in the scale-up life cycle stage of development and, as is common with early-stage businesses, will require additional funding to continue its growth journey, particularly as it does not yet generate sufficient revenue to cover its operating costs. |
| The directors note that the company will require further funding within the next six months to continue its development plans and to meet its liabilities as they fall due. The company is currently in active discussions with potential investors to secure this funding. |
| While the directors are confident that the required funding will be obtained, there is no certainty at the date of approval of these financial statements that such funding will be secured within the necessary timeframe. In the event of a delay or failure to raise the required funds, the company may be required to curtail or suspend certain operations temporarily. |
| These conditions indicate the existence of an uncertainty which may cast some doubt on the company's ability to continue as a going concern. Nevertheless, after considering the current status of funding discussions and the company's cash flow forecasts, the directors believe it is appropriate to prepare the financial statements on a going concern basis. |
| Turnover |
| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
| Where the company enters into agreements with customers to provide stock in future periods, the related revenue is deferred and included in creditors until such time as the goods are supplied. |
| AZOTIC TECHNOLOGIES LIMITED (REGISTERED NUMBER: 07925932) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Intangible assets other than goodwill |
| Development expenditure |
| The company has adopted a policy of capitalising qualifying development expenditure as an intangible asset. |
| In accordance with FRS102, development expenditure will qualify for capitalisation only where the company can demonstrate all of the following: |
| (a) The technical feasibility of completing the development so that the intangible asset will be available for use or sale; |
| (b) Its intention to complete the development and to use of sell the intangible asset; |
| (c) Its ability to use or sell the intangible asset; |
| (d) How the intangible asset will generate probably future economic benefits; |
| (e) The availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and |
| (f) Its ability to measure reliably the expenditure attributable to the intangible asset during its development. |
| All research expenditure and development expenditure that does not meet the above conditions is expensed as incurred. |
| Capitalised development expenditure is initially recognised at cost and subsequently measured at cost less accumulated amortisation and accumulated impairment losses. |
| Other intangible assets |
| Other intangible assets are initially recognised at cost and subsequently measured at cost less accumulated amortisation and accumulated impairment losses. |
| Amortisation |
| All intangible assets are considered to have a finite useful life. Amortisation is recognised so as to write off cost of the assets less their residual values over their useful life. |
| The estimated useful life of development expenditure is 10 years. Amortisation is charged in line with the pattern in which the company expects to consume the asset's future economic benefits over this period, based upon production and sales forecasts. |
| Amortisation begins when the intangible asset is available for use in the manner intended. At the reporting date the company had various development projects ongoing. |
| Other intangible assets are amortised on the basis of the underlying contractual agreement, or projected useful life, on a straight line basis. |
| Tangible fixed assets |
| Land and buildings | - |
| Plant and machinery etc | - |
| Investments in subsidiaries |
| Investments in subsidiary undertakings are recognised at cost. |
| AZOTIC TECHNOLOGIES LIMITED (REGISTERED NUMBER: 07925932) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Stocks |
| Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
| Cost includes all directly attributable purchase and production costs in respect of stocks held at the balance sheet date. |
| Financial instruments - convertible loan notes |
| Where the company issues convertible loan notes, the equity value of the loan is calculated based on their fair value at the transaction date. The value is deducted from the debt instrument and allocated to a convertible loan note reserve. This amount will be transferred to the profit and loss account over the term of the loan notes using the effective interest method. |
| On conversion of debt to equity the convertible loan note reserve, and outstanding capital and interest, are transferred to the share premium reserve. |
| 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. |
| 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. |
| Share based payments |
| The company has issued options to employees under an Enterprise Management Incentive Plan. |
| No expense was recognised on issue, or in subsequent accounting periods to date, due to uncertainty as to whether the vesting requirements to exercise the options would be met. A reassessment of the probability of the options vesting, and potential vesting period, is made at each reporting date. |
| 3. | EMPLOYEES AND DIRECTORS |
| The average number of employees during the year was |
| AZOTIC TECHNOLOGIES LIMITED (REGISTERED NUMBER: 07925932) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 4. | INTANGIBLE FIXED ASSETS |
| Other |
| intangible |
| assets |
| £ |
| COST |
| At 1 January 2024 |
| Additions |
| At 31 December 2024 |
| AMORTISATION |
| At 1 January 2024 |
| Charge for year |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| The above cost and amortisation as at 1 January 2024 have been restated, see note 16 for details. |
| 5. | TANGIBLE FIXED ASSETS |
| Plant and |
| Land and | machinery |
| buildings | etc | Totals |
| £ | £ | £ |
| COST |
| At 1 January 2024 |
| Additions |
| At 31 December 2024 |
| DEPRECIATION |
| At 1 January 2024 |
| Charge for year |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| AZOTIC TECHNOLOGIES LIMITED (REGISTERED NUMBER: 07925932) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 6. | FIXED ASSET INVESTMENTS |
| Shares in |
| group |
| undertakings |
| £ |
| COST |
| At 1 January 2024 |
| and 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| 7. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| as restated |
| £ | £ |
| Trade debtors |
| Other debtors |
| 8. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2024 | 2023 |
| as restated |
| £ | £ |
| Trade creditors |
| Amounts owed to group undertakings |
| Taxation and social security |
| Other creditors |
| 9. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| 2024 | 2023 |
| as restated |
| £ | £ |
| Other creditors |
| Other creditors represent convertible debt in 2023, secured by fixed and floating charges over the assets of the company. |
| The loan note has been converted to equity in the period, with the transaction recognised in the statement of changes in equity. |
| AZOTIC TECHNOLOGIES LIMITED (REGISTERED NUMBER: 07925932) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 10. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2024 | 2023 |
| value: | £ | £ |
| Ordinary shares | 0.000008 | 506 | 251 |
| U Class shares | 0.000008 | 42 | 42 |
| 548 | 293 |
| Ordinary shares have full voting and dividend rights. |
| U Class shares have no voting rights and carry a dividend entitlement. |
| 11. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006 |
| The Report of the Auditors was unqualified however we have identified material uncertainties related to going concern. |
| We draw attention to the disclosure made in note 2 to the financial statements concerning the company's ability to continue as a going concern. As stated in that note, the company is at an early stage of development and is dependent on securing additional funding in order to continue its growth journey. The directors have indicated that further funding will be required within the next six months, and that the company is currently in active discussions with potential investors to secure the necessary funding. |
| These circumstances 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. |
| Paul Newbold BA FCA (Senior Statutory Auditor) |
| for and on behalf of Torgersens |
| 12. | CAPITAL COMMITMENTS |
| 2024 | 2023 |
| as restated |
| £ | £ |
| Contracted but not provided for in the |
| financial statements |
| 13. | OTHER FINANCIAL COMMITMENTS |
| The company had operating lease commitments in respect of future periods totalling £192,663 at the year end (2023: £188,625); £73,000 (2023: £52,000 ) falling due within 12 months. |
| 14. | RELATED PARTY DISCLOSURES |
| Included in other creditors at the year end is £nil (2023: £4,000,000) advanced by a company holding a participating interest in Azotic Technologies Limited. Interest of £212,271 (2023: £210,709) was charged on the loan in the year. |
| The company has taken advantage of the exemption under FRS102 1A to not provide particulars of transactions with wholly-owned group companies. |
| AZOTIC TECHNOLOGIES LIMITED (REGISTERED NUMBER: 07925932) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 DECEMBER 2024 |
| 15. | ULTIMATE CONTROLLING PARTY |
| At the start of the year there was no one ultimate controlling party of the company. |
| The ultimate controlling party is Virya LLC, following a share allotment by the company on 12 September 2024. |
| 16. | PRIOR YEAR ADJUSTMENT |
| During the preparation of the financial statement for the year end 31 December 2024 it was identified that in the year ended 31 December 2022 and 31 December 2023 expenditure of £300,000 and £5,500,000 respectively were incorrectly capitalised as intangible assets and subsequently amortised. |
| As a result of the adjustments the brought forward figures have been adjusted as follows: |
As previously reported |
Year ended 2022 adjustment |
Year ended 2023 adjustment |
As restated |
| £ | £ | £ | £ |
| Intangible fixed assets cost at 31/12/2023 | 20,115,906 | (300,000 | ) | (5,500,000 | ) | 14,315,906 |
| Intangible fixed assets amortisation at 31/12/2023 |
(1,006,550 |
) |
11,667 |
436,166 |
(558,717 |
) |
| Retained earnings as at 31/12/2022 | (7,618,557 | ) | (288,333 | ) | - | (7,906,890 | ) |
| Retained earnings as at 31/12/2023 | (11,133,030 | ) | (288,333 | ) | (5,063,834 | ) | (16,485,197 | ) |
| The net effect to retained earnings is a reduction by £5,352,167. |
| As a result of the 2023 adjustment comparative figures reported in these financial statement are restated as follows: |
| As previously reported |
Adjustment |
As restated |
| £ | £ | £ |
| Amortisation charge | 753,370 | (436,166 | ) | 317,204 |
| Exceptional items (note 4) | 410,949 | 5,500,000 | 5,910,949 |
| Total Administrative expenses | 6,357,649 | 5,063,834 | 11,421,483 |
| Loss for the financial year | (3,514,473 | ) | (5,063,834 | ) | (8,578,307 | ) |