REGISTERED NUMBER: 08186993 (England and Wales)

STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

LEVIDIAN NANOSYSTEMS LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Statement of Directors' Responsibilities

5

Report of the Independent Auditors

6

Profit & Loss Account

10

Balance Sheet

11

Statement of Changes in Equity

12

Cash Flow Statement

13

Notes to the Cash Flow Statement

14

Notes to the Financial Statements

15

DIRECTORS:

Mr James Somerset Edmiston

Prof Krzysztof Koziol

Mr John Hartley

Mr Alexander Holden

Mr Ian Anthony Hopkins

Mr David John Rumble

Mr Ismail Ali Abdulla

Mr Alistair Stuart Donaldson

Mr Daniele Marcucci

REGISTERED OFFICE:

17 Mercers Row

CAMBRIDGE

Cambridgeshire

CB5 8HY

REGISTERED NUMBER:

08186993 (England and Wales)

AUDITORS:

Staffords

Chartered Accountants

& Statutory Auditors

Unit 1, Cambridge House

Camboro Business Park

Oakington Road, Girton

CAMBRIDGE

Cambridgeshire

CB3 0QH

The Directors, in preparing this Strategic Report, have complied with the s414c of the Companies Act 2006 which requires the Company to present a fair view of its business along with a description of the principal risks and uncertainties facing the Company.

REVIEW OF BUSINESS

The Company saw income in the year rise to £3.7m following the successful deployment of Generation 1 LOOP systems to customers in the oil and gas, wastewater treatment and agricultural industries. Geographically, these customers were in the United Kingdom, the United Arab Emirates and Europe. The Company made an operating loss of £9.2m during the year, reflecting the early-stage nature of the business.

PRINCIPAL RISKS AND UNCERTAINTIES

The management of risks is based on the balance of risk and reward, determined through careful assessment of the potential likelihood and impact:

The market for graphene developing more slowly than anticipated is one key risk. This is mitigated by focussing on accelerated technical applications of graphene with customers in industries that have immediate and material demand.

The Company faces the challenge of deploying its larger Generation 2 LOOP systems to customer sites, and this risk is mitigated by working with expert assembly partners to construct the units.

There is a risk that the markets for equity growth capital to fund activity remain weak. This risk has been mitigated by engaging with investors who have a clear investment thesis sponsoring graphene and hydrogen technologies and having existing investors demonstrably prepared to continue backing the Company.

KEY PERFORMANCE INDICATORS

Given the nature of the business, the Directors are of the opinion that the KPIs necessary for an understanding of the performance of the business relate to income and technology progress which are described above.

KEY R&D ACTIVITIES

During 2024, Levidian Nanosystems Limited successfully constructed its first Generation 2 LOOP system, capable of processing significantly greater volumes of gas, thereby demonstrating commercially scaled technology. The Company also achieved strong results from testing graphene in a wide range of valuable commercial applications, preparing it for future success as these opportunities convert into orders.

FUTURE PLANS

The Company will remain relentless in further scaling its technology and focussing deeply on customers with demand for the triple benefits derived from Levidian's proprietary technology, namely decarbonisation, hydrogen and graphene.

ON BEHALF OF THE BOARD:

Mr John Hartley - Director

8 April 2025

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

PRINCIPAL ACTIVITIES

The principal activity of Levidian Nanosystems Limited is to research, develop, scale and commercialise processing technology which can convert harmful climate gases into valuable derivative products such as hydrogen and graphene which can be used to power or enhance our customers' products.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

Mr James Somerset Edmiston

Prof Krzysztof Koziol

Mr John Hartley

Mr Alexander Holden

Mr Ian Anthony Hopkins

Mr David John Rumble

Mr Ismail Ali Abdulla

Mr Alistair Stuart Donaldson

Other changes in directors holding office are as follows:

Mr Sean Patrick Martyn - resigned 28 June 2024

Mr Daniele Marcucci - appointed 28 June 2024

DIRECTORS INDEMNITIES

As permitted by the Articles of Association, the Directors have the benefit of an indemnity which is a qualifying third party indemnity provision as defined by Section 234 of the Companies Act 2006. The indemnity was in force throughout the last financial year and is currently in force. The Company also purchased and maintained throughout the financial year Directors’ and Officers’ liability insurance in respect of itself and its Directors.

GOING CONCERN

The company incurred a loss for the year ended 31 December 2024 and anticipates that operating losses will continue for the immediate future due to investment in research and development and therefore it remains reliant on securing further funding to be able to operate for the foreseeable future. The directors have assessed the forecast spend as part of the preparation of its business plan and the availability of funding and based on the continued management of its expenditure during the next 12 month period and the likelihood of the availability of further funding, the directors consider that the company can meet liabilities as they fall due and therefore continue to adopt the going concern basis in preparing the financial statements.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Staffords, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr John Hartley - Director

8 April 2025

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Opinion

We have audited the financial statements of Levidian Nanosystems Limited (the 'company') for the year ended 31 December 2024 which comprise the Profit & Loss Account, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

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 opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report, the Report of the Directors and the Statement of Directors' Responsibilities, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page five, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We have obtained an understanding of the legal and regulatory framework applicable to the company, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the Financial Statements.

We have considered the nature of the industry and sector, control environment and business framework, including the design of the company's remuneration policies.

We have enquired of management in regard to their own assessment of the risks of irregularities, including fraud.

We have obtained relevant documentation and representations in order to form an opinion on potential irregularities, including fraud.

We have reviewed the company's documentation of their policies and procedures relating to identifying, evaluating, and complying with laws and regulations, detecting and responding to the risks of fraud, and the internal controls established to mitigate the risks of fraud and non-compliance with laws and regulations.

Audit procedures performed during the audit included transaction testing with a focus on areas of judgement and estimations, and entries determined to be large or relating to unusual transactions. These audit procedures are designed to provide reasonable assurance that the Financial Statements were free from fraud or error. However, detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as those irregularities that result from fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations.

No instances of non compliance with laws and regulations or of fraud were communicated to us during the audit.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Matthew Pettifer (Senior Statutory Auditor)

for and on behalf of Staffords

Chartered Accountants

& Statutory Auditors

Unit 1, Cambridge House

Camboro Business Park

Oakington Road, Girton

CAMBRIDGE

Cambridgeshire

CB3 0QH

26 May 2025

TURNOVER

3

2,617,865

840,567

Cost of sales

(4,973,316

)

(1,806,829

)

GROSS LOSS

(2,355,451

)

(966,262

)

Administrative expenses

(8,638,471

)

(4,357,119

)

(10,993,922

)

(5,323,381

)

Other operating income

1,075,588

154,216

OPERATING LOSS

5

(9,918,334

)

(5,169,165

)

Interest receivable and similar income

45,610

51,624

LOSS BEFORE TAXATION

(9,872,724

)

(5,117,541

)

Tax on loss

7

1,417,300

-

LOSS FOR THE FINANCIAL YEAR

(8,455,424

)

(5,117,541

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(8,455,424

)

(5,117,541

)

FIXED ASSETS

Intangible assets

8

1,304,195

239,101

Tangible assets

9

5,819,613

3,593,252

7,123,808

3,832,353

CURRENT ASSETS

Stocks

10

2,221,624

3,739,153

Debtors

11

1,009,297

727,808

Cash at bank

2,879,294

13,014,752

6,110,215

17,481,713

CREDITORS

Amounts falling due within one year

12

4,898,012

4,592,311

NET CURRENT ASSETS

1,212,203

12,889,402

TOTAL ASSETS LESS CURRENT LIABILITIES

8,336,011

16,721,755

CREDITORS

Amounts falling due after more than one year

13

147,505

77,825

NET ASSETS

8,188,506

16,643,930

CAPITAL AND RESERVES

Called up share capital

15

143

143

Share premium

16

32,649,887

32,649,887

Retained earnings

16

(24,461,524

)

(16,006,100

)

SHAREHOLDERS' FUNDS

8,188,506

16,643,930

The financial statements were approved by the Board of Directors and authorised for issue on 8 April 2025 and were signed on its behalf by:

Mr John Hartley - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 January 2023

129

(10,888,559

)

19,649,901

8,761,471

Changes in equity

Issue of share capital

14

-

12,999,986

13,000,000

Total comprehensive income

-

(5,117,541

)

-

(5,117,541

)

Balance at 31 December 2023

143

(16,006,100

)

32,649,887

16,643,930

Changes in equity

Total comprehensive income

-

(8,455,424

)

-

(8,455,424

)

Balance at 31 December 2024

143

(24,461,524

)

32,649,887

8,188,506

Cash flows from operating activities

Cash generated from operations

1

(7,750,466

)

(4,536,468

)

Tax refund

1,417,300

-

Net cash from operating activities

(6,333,166

)

(4,536,468

)

Cash flows from investing activities

Purchase of intangible fixed assets

(1,065,657

)

(239,433

)

Purchase of tangible fixed assets

(3,184,908

)

(3,020,880

)

Sale of tangible fixed assets

1,000

-

Interest received

45,610

51,624

Net cash from investing activities

(4,203,955

)

(3,208,689

)

Cash flows from financing activities

Capital repayments in year

401,663

326,230

Share issue

-

13,000,000

Net cash from financing activities

401,663

13,326,230

(Decrease)/increase in cash and cash equivalents

(10,135,458

)

5,581,073

Cash and cash equivalents at beginning of year

2

13,014,752

7,433,679

Cash and cash equivalents at end of year

2

2,879,294

13,014,752

1.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024

2023

£

£

Loss before taxation

(9,872,724

)

(5,117,541

)

Depreciation charges

700,052

241,178

Profit on disposal of fixed assets

(1,000

)

-

Finance income

(45,610

)

(51,624

)

(9,219,282

)

(4,927,987

)

Decrease/(increase) in stocks

1,517,529

(3,021,876

)

(Increase)/decrease in trade and other debtors

(281,489

)

618,988

Increase in trade and other creditors

232,776

2,794,407

Cash generated from operations

(7,750,466

)

(4,536,468

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024

31/12/24

1/1/24

£

£

Cash and cash equivalents

2,879,294

13,014,752

Year ended 31 December 2023

31/12/23

1/1/23

£

£

Cash and cash equivalents

13,014,752

7,433,679

3.	ANALYSIS OF CHANGES IN NET FUNDS

Other

non-cash

At 1/1/24

Cash flow

changes

At 31/12/24

£

£

£

£

Net cash

Cash at bank

13,014,752

(10,135,458

)

2,879,294

13,014,752

(10,135,458

)

2,879,294

Debt

Finance leases

(162,013

)

(401,663

)

259,058

(304,618

)

(162,013

)

(401,663

)

259,058

(304,618

)

Total

12,852,739

(10,537,121

)

259,058

2,574,676

1.	STATUTORY INFORMATION

Levidian Nanosystems Limited 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.

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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Preparation of consolidated financial statements

The financial statements contain information about Levidian Nanosystems as an individual company, and do not contain consolidated financial information as the parent of a group. The company is exempt under S402 of the Companies Act 2006 from the requirements to prepare consolidated accounts on the basis that the inclusion of subsidiaries is not material for the purpose of giving a true and fair view.

Critical accounting judgements and key sources of estimation uncertainty

In the assumption of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and other associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Turnover

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

Turnover from the sale of goods is recognised when the company has transferred the significant risks and rewards of ownership to the buyer and it is probable that the company will receive the previously agreed upon payment. These criteria are considered to be met when the goods are despatched to the buyer.

Patents and licences

Patents and licences are being amortised evenly over their useful economic life of twenty years.

Development costs

Development costs comprise expenditure on the development of Generation 2 LOOP Systems. These costs will be amortised over the useful economic life of the Generation 2 LOOP Systems.once the development phase has been completed.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Leasehold property

-

4% on cost

Plant and machinery

-

10% on cost

Tangible fixed assets are stated at historical cost less accumulated depreciation and any accumulated impairment losses.

Stocks

Stocks and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition.

Going concern

The company incurred a loss for the year ended 31 December 2024 and anticipates that operating losses will continue for the immediate future due to investment in research and development and therefore it remains reliant on securing further funding to be able to operate for the foreseeable future. The directors have assessed the forecast spend as part of the preparation of its business plan and the availability of funding and based on the continued management of its expenditure during the next 12 month period and the likelihood of the availability of further funding, the directors consider that the company can meet liabilities as they fall due and therefore continue to adopt the going concern basis in preparing the financial statements.

Impairment reviews

The carrying values of tangible fixed assets are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable.

3.

TURNOVER

The turnover and loss before taxation are attributable to the principal activities of the company.

In the opinion of the directors, the company only has one class of business, and the geographical markets supplied do not differ substantially from each other.

4.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

4,983,030

3,646,924

Social security costs

587,103

438,546

Other pension costs

99,288

72,382

5,669,421

4,157,852

The average number of employees during the year was as follows:

2024

2023

Operations

53

32

Business development and Marketing

12

10

Finance, Administration and Management

15

10

80

52

2024

2023

£

£

Directors' remuneration

750,568

716,638

Directors' pension contributions to money purchase schemes

29,104

27,893

Information regarding the highest paid director is as follows:

2024

2023

£

£

Emoluments etc

208,581

245,440

Pension contributions to money purchase schemes

23,820

23,820

5.	OPERATING LOSS

The operating loss is stated after charging/(crediting):

2024

2023

£

£

Depreciation - owned assets

699,489

240,846

Profit on disposal of fixed assets

(1,000

)

-

Patents and licences amortisation

563

332

Foreign exchange differences

18,518

13,243

Research and Development

8,881,815

3,289,506

6.	AUDITORS' REMUNERATION

2024

2023

£

£

Fees payable to the company's auditors for the audit of the company's financial statements

18,067

10,426

7.

TAXATION

Analysis of the tax credit

The tax credit on the loss for the year was as follows:

2024

2023

£

£

Current tax:

UK corporation tax

(1,417,300

)

-

Tax on loss

(1,417,300

)

-

The tax credit relates to tax repaid as a result of a claim under the R&D tax relief scheme for SME's.

8.	INTANGIBLE FIXED ASSETS

Patents

and

Development

licences

costs

Totals

£

£

£

COST

At 1 January 2024

19,280

220,153

239,433

Additions

42,443

1,023,214

1,065,657

At 31 December 2024

61,723

1,243,367

1,305,090

AMORTISATION

At 1 January 2024

332

-

332

Amortisation for year

563

-

563

At 31 December 2024

895

-

895

NET BOOK VALUE

At 31 December 2024

60,828

1,243,367

1,304,195

At 31 December 2023

18,948

220,153

239,101

9.	TANGIBLE FIXED ASSETS

Leasehold

Plant and

property

machinery

Totals

£

£

£

COST

At 1 January 2024

2,358,851

3,146,514

5,505,365

Additions

570,457

2,355,393

2,925,850

At 31 December 2024

2,929,308

5,501,907

8,431,215

DEPRECIATION

At 1 January 2024

1,107,314

804,799

1,912,113

Charge for year

97,108

602,381

699,489

At 31 December 2024

1,204,422

1,407,180

2,611,602

NET BOOK VALUE

At 31 December 2024

1,724,886

4,094,727

5,819,613

At 31 December 2023

1,251,537

2,341,715

3,593,252

10.

STOCKS

2024

2023

£

£

Stocks

73,264

57,615

Work-in-progress

2,148,360

3,681,538

2,221,624

3,739,153