Company registration number 08536866 (England and Wales)
SUPERDIELECTRICS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
SUPERDIELECTRICS LIMITED
COMPANY INFORMATION
Directors
Mr F J Heathcote
Mr Marcus Scott
Secretary
Mr Marcus Scott
Company number
08536866
Registered office
The Mansion
Chesterford Park
Little Chesterford
Saffron Walden
CB10 1XL
Auditor
Ensors
Saxon House
Moseley's Farm Business Centre
Fornham All Saints
Bury St Edmunds
IP28 6JY
Business address
The Mansion
Chesterford Park
Little Chesterford
Saffron Walden
CB10 1XL
Bankers
Lloyds Bank Plc
49 Howardgate
Welwyn Garden City
AL8 6BA
SUPERDIELECTRICS LIMITED
CONTENTS
Page
Directors' report
1 - 2
Independent auditor's report
3 - 5
Income statement
6
Statement of financial position
7 - 8
Statement of changes in equity
9
Statement of cash flows
10
Notes to the financial statements
11 - 35
SUPERDIELECTRICS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 1 -

The directors present their annual report and financial statements for the year ended 31 March 2025.

Principal activities

The principal activity of the company continued to be that of research and experimental development of natural sciences and engineering.

Results and dividends

The results for the year are set out on page 6.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

No preference dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr F J Heathcote
Mr Marcus Scott
Auditor

On 1 September 2025 our auditors, Ensors Accountants LLP, merged with Azets Audit Services Limited. Accordingly Ensors Accountants LLP formally resigned as the company's auditors with the directors duly appointing Azets Audit Services Limited, trading as Ensors to fill the vacancy arising.

The auditor, Azets Audit Services Limited, trading as Ensors will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Statement of directors' responsibilities

The directors are responsible for preparing the annual report 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 International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom. 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, International Accounting Standard 1 requires that directors:

- properly select and apply accounting policies;

- present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

- provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

- make an assessment of the company's ability to continue as a going concern.

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.

SUPERDIELECTRICS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 2 -
Statement of disclosure to auditor

Each director in office at the date of approval of this annual report confirms that:

- so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and

- the director has taken all the steps that he / she ought to have taken as a director in order to make himself / herself aware of any relevant audit information and to establish that the company's auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

Small companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

On behalf of the board
Mr Marcus Scott
Director
15 September 2025
SUPERDIELECTRICS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF SUPERDIELECTRICS LIMITED
- 3 -
Opinion

We have audited the financial statements of Superdielectrics Limited (the 'company') for the year ended 31 March 2025 which comprise the income statement, the statement of financial position, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards.

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 March 2025 and of its loss for the year then ended;

- have been properly prepared in accordance with UK adopted international accounting standards; 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 Auditor's 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.

Material Uncertainty Related to Going Concern

We draw attention to Note 1.2 in the financial statements, which indicates that the Company is dependent on securing future funding from investors in order to continue as a going concern. There is no certainty that such funding will be available. The Directors expect that the Company will have sufficient resources to continue its research and development activities for at least 12 months from the date of approval of these financial statements. However, the events and conditions described in Note 1.2 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.

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. 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 our audit:

- the information given in the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the directors' report has been prepared in accordance with applicable legal requirements.

SUPERDIELECTRICS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF SUPERDIELECTRICS LIMITED (CONTINUED)
- 4 -
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 identifie d material misstatements in the directors' r eport.

We have nothing to report in respect of the following matters in relation to which 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; or

- the directors were not entitled to take advantage of the small companies exemption from the requirement to prepare a strategic report.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, 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 is 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.

Auditor's 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 an auditor's report 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.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Our audit was designed to include tests of detail together with an assessment of the control environment to enable us to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement due to fraud. This included work on areas where we consider there is a higher risk of fraud including revenue recognition, management override of systems and control, transactions with related parties, commitments and contingencies and accounting estimates.

We also obtained an understanding of the legal and regulatory framework that the company operates in, through discussions with the directors and other management, and from our own knowledge and experience of the sector.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:

SUPERDIELECTRICS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF SUPERDIELECTRICS LIMITED (CONTINUED)
- 5 -

- obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the company operates in and how the company are complying with the legal and regulatory framework both at the planning stage and reminded to remain alert throughout the audit;

- inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;

- audited the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business;

- reviewing minutes of those charged with governance;

- discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud;

- robustly challenged accounting estimates to ensure no indication of management bias.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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 an auditor's report 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.

Malcolm McGready (Senior Statutory Auditor)
For and on behalf of Ensors, Statutory Auditor
Chartered Accountants
Saxon House
Moseley's Farm Business Centre
Fornham All Saints
Bury St Edmunds
IP28 6JY
15 September 2025
SUPERDIELECTRICS LIMITED
INCOME STATEMENT
FOR THE YEAR ENDED 31 MARCH 2025
- 6 -
2025
2024
Notes
£
£
Administrative expenses
(4,265,028)
(4,303,843)
Operating loss
4
(4,265,028)
(4,303,843)
Investment revenues
7
110,916
143,636
Finance costs
8
(15,329)
(21,510)
Loss before taxation
(4,169,441)
(4,181,717)
Income tax income
9
449,635
243,433
Loss and total comprehensive income for the year
26
(3,719,806)
(3,938,284)

The income statement has been prepared on the basis that all operations are continuing operations.

SUPERDIELECTRICS LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 MARCH 2025
31 March 2025
- 7 -
2025
2024
as restated
Notes
£
£
Non-current assets
Property, plant and equipment
10
1,300,226
1,814,489
Investments
11
17
16
1,300,243
1,814,505
Current assets
Investments
11
1,650,387
2,203,337
Trade and other receivables
13
465,688
568,365
Current tax recoverable
447,564
243,433
Cash and cash equivalents
2,454,343
2,641,818
5,017,982
5,656,953
Current liabilities
Trade and other payables
18
4,879,522
2,278,857
Lease liabilities
19
117,874
111,202
4,997,396
2,390,059
Net current assets
20,586
3,266,894
Non-current liabilities
Provisions
15
51,052
48,163
Lease liabilities
19
30,560
148,433
81,612
196,596
Net assets
1,239,217
4,884,803
Equity
Called up share capital
23
603
603
Share premium account
24
17,085,073
17,085,073
Capital contribution reserve
25
964,152
889,932
Retained earnings
26
(16,810,611)
(13,090,805)
Total equity
1,239,217
4,884,803

The notes on pages 11 to 35 form part of these financial statements.

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

SUPERDIELECTRICS LIMITED
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT
31 MARCH 2025
31 March 2025
- 8 -
The financial statements were approved by the board of directors and authorised for issue on 15 September 2025 and are signed on its behalf by:
Mr Marcus Scott
Director
Company registration number 08536866 (England and Wales)
SUPERDIELECTRICS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 9 -
Share capital
Share premium account
Capital Contribution Reserve
Retained earnings
Total
Notes
£
£
£
£
£
Balance at 1 April 2023
603
17,085,073
711,701
(9,274,257)
8,523,120
Year ended 31 March 2024:
Loss and total comprehensive income for the year
-
-
-
(3,938,284)
(3,938,284)
Transactions with owners in their capacity as owners:
Lapsing of warrants
23
-
0
-
0
(121,736)
121,736
Forfeiting of share options
-
-
(10,920)
-
(10,920)
Share options granted
-
-
310,887
-
310,887
Balance at 31 March 2023
603
17,085,073
889,932
(13,090,805)
4,884,803
Year ended 31 March 2025:
Loss and total comprehensive income for the year
-
-
-
(3,719,806)
(3,719,806)
Transactions with owners in their capacity as owners:
Forfeiting of share options
22
-
-
(50,494)
-
0
(50,494)
Share options granted
22
-
-
124,714
-
124,714
Balance at 31 March 2025
603
17,085,073
964,152
(16,810,611)
1,239,217
SUPERDIELECTRICS LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2025
- 10 -
2025
2024
as restated
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
31
(894,250)
(3,069,375)
Income taxes refunded
245,504
666,304
Net cash outflow from operating activities
(648,746)
(2,403,071)
Investing activities
Purchase of property, plant and equipment
(94,452)
(249,780)
Proceeds from disposal of property, plant and equipment
15,500
-
0
Purchase of subsidiaries
(1)
-
0
Decrease/(Increase) in short term investments
552,950
(2,203,337)
Interest received
110,916
143,636
Net cash generated from/(used in) investing activities
584,913
(2,309,481)
Financing activities
Payment of lease liabilities
(123,642)
(123,643)
Net cash used in financing activities
(123,642)
(123,643)
Net decrease in cash and cash equivalents
(187,475)
(4,836,195)
Cash and cash equivalents at beginning of year
2,641,818
7,478,013
Cash and cash equivalents at end of year
2,454,343
2,641,818
SUPERDIELECTRICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 11 -
1
Accounting policies
Company information

Superdielectrics Limited is a private company limited by shares incorporated in England and Wales. The registered office is The Mansion, Chesterford Park, Little Chesterford, Saffron Walden, CB10 1XL. The company's principal activities and nature of its operations are disclosed in the directors' report.

1.1
Accounting convention

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with the requirements of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principle accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

1.2
Going concern

These financial statements are prepared on the going concern basis. Based on the current budgets and forecasts, which do not include any amounts expected to be received in connection with R&D relief or tax credits, the directors have a reasonable expectation that the Company will continue in operational existence for the foreseeable future. However, the directors are aware of certain material uncertainties which may cast doubt on the company's ability to continue as a going concern.

This uncertainty is due to the company's technology still being in the research phase, such that the company is heavily reliant on investment in its parent company, Superdielectrics Group Plc, in order to fund the research in Superdielectrics Ltd. Whilst the Company has made positive progress in the reporting period, due to uncertainties in the wider economy and factors beyond their control that could impact external investment, management feel it is prudent to acknowledge a material uncertainty relating to going concern.

1.3
Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

Leasehold property
straight line over the term of the lease
Fixtures and fittings
25% reducing balance and 39m straight line
Plant and machinery
10 year straight line
Computer equipment
3 year straight line
Motor vehicles
25% reducing balance

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

SUPERDIELECTRICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 12 -
1.4
Impairment of tangible assets

At each reporting end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

1.5
Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts.

At the reporting date, the company held a deposit account with a notice period exceeding 90 days. As this deposit is not readily convertible to known amounts of cash within three months, it has been classified as a short-term investment and is disclosed separately in the Statement of Financial Position.

1.6
Financial assets

IFRS 9 requires an entity to address the classification, measurement and recognition of financial assets.

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

Financial assets held at amortised cost

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

1.7
Financial liabilities

IFRS 9 requires an entity to address the classification, measurement and recognition of financial assets and liabilities.

The company recogni s es financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Other financial liabilities

Other financial liabilities, including borrowings, t rade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

SUPERDIELECTRICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 13 -
Derecognition of financial liabilities

The Company derecognises a financial liability when its contractual obligations are discharged or cancelled or expire. The Company also derecognise a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value.

On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred, or liabilities assumed) is recognised in profit or loss.

1.8
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

1.9
Taxation

The tax income represents the sum of the tax currently receivable.

Current tax

Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s asset for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

SUPERDIELECTRICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 14 -
1.10
Provisions

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event and it is probable that the company will be required to settle that obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

1.11
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.12
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.13
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black scholes model. The fair value determined at the grant date is expensed on a graded vesting basis over the vesting period, based on the estimate of shares that will eventually vest. Share options are issued by the parent Company Superdielectrics Group Plc and are exercisable within the parent entity, the options issued are in relation to services provided by employees of Superdielectrics Ltd and are credited to the equity reserve as a capital contribution.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

SUPERDIELECTRICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 15 -
1.14
Leases

All leases are accounted for by recognising a right-of-asset and a lease liability except for:

- Low value assets; and

- Leases with a duration of 12 months or less.

At inception, the company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment.

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently adjusted for remeasurements of the lease liability and applies the relevant cost model, fair value model or revaluation model as set out within the accounting policies for the applicable asset class. Where the cost model is applied, the asset is depreciated from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term, and is periodically reduced by impairment losses, if any.

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.

The lease liability is measured at amortised cost using the effective interest method. It is re assessed at each financial period end to reflect lease modifications and any changes to the factors considered at initial measurement, as set out above. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.

1.15

Current Investments

Short-term investments comprise deposits held with financial institutions that have original maturities of more than three months but less than twelve months. These investments are not classified as cash and cash equivalents due to their restricted liquidity and notice period requirements.

Short-term investments are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method. Interest income is recognised in the income statement as it accrues, using the effective interest rate method.

SUPERDIELECTRICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 16 -
1.16

Research and development expenditure

Research and development expenditure is capitalised only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Company intends to and has sufficient resources to complete development and to use or sell the asset. Otherwise, it is recognised within administrative expenses in the statement of comprehensive income as incurred. Subsequent to initial recognition, development expenditure is measured at cost less accumulated amortisation and any accumulated impairment losses.

2
Adoption of new and revised standards and changes in accounting policies
Change in accounting policy

The IFRS adopted by the UK as applied by the Company in the preparation of these financial statements are those that were effective for accounting periods ending on or before 31 March 2025. The accounting policies adopted are consistent with those of the previous financial year.

Some accounting pronouncements which have become effective from 1 January 2024 and have therefore been adopted from 1 April 2024 however do not have an impact on the Company's financial results of position as follows:

- Supplier Finance Arrangement (Amendments to IAS 7 & IFRS 7);

- Lease Liability in a Sale and Leaseback (Amendments to IFRS 16);

- Classification of Liabilities as Current or Non-Current (Amendments to IAS 1); and

- Non-current Liabilities with Covenants (Amendments to IAS 1).

Standards which are in issue but not yet effective

At the date of authorisation of these financial statements, the following Standards and Interpretations which may have an impact on the financial statements, however which have not yet been applied:

IAS 21 (amendements)
Lack of Exchangeability (effective for periods beginning on or after 1 January 2025)
IFRS 9 & IFRS 7 (amendments)
Classification and Measurement of Financial Instruments (effective for periods beginning on or after 1 January 2026)
IFRS 18
Presentation and Disclosure in Financial Statements (effective for periods beginning on or after 1 January 2027)
IFRS 19
Subsidiaries without Public Accountability: Disclosures (effective for periods beginning on or after 1 January 2027)

The company is currently assessing the impact of these new accounting amendments but does not expect that their adoption will have a material impact on the financial statements in future periods.

SUPERDIELECTRICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 17 -
3
Critical accounting estimates and judgements

In the application 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 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.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.

Critical judgements
Classification of costs between development costs to capitalise and research costs to expense

The Company reviews expenditures, including wages and benefits for employees, incurred on development activities and based on their judgement of the costs incurred assesses whether the expenditure meets the capitilisation criteria set out in IAS 38. The Company specifically considers if additional expenditure on projects relates to maintenance or new development projects. No development costs have been capitalised to date due to the Company determining they are in the research phase and have not met the capitalisation criteria as set out in IAS 38.

Key sources of estimation uncertainty
Share payment obligation

During the year ended 31st March 2025, Superdielectrics Group Plc granted 4,644,960 share options to employees of Superdielectrics Ltd. The options have an exercise price of 0.25pence per option. The options are exercisable within Superdielectrics Group Plc, however, as the holders are employees of Superdielectrics Ltd and the services are being rendered within this Company, consequently the share based payment expense charge of £74,220 (2024: £299,967) is recognised through the income statement of Superdielectrics Ltd with a corresponding value to equity.

The fair value of the warrants and options was determined based on the Black-Scholes option pricing model taking into account the following assumptions:

Fair value of shares of Parent entity 0.083pence per share

Volatility of shares 30%

Further explanations of the key assumptions above are as follows:

Share price: As the Parent Company’s shares are not publicly traded as of 31 March 202 5, the Company must estimate the fair value of the shares. The fair value of the shares has been determined by using the value of the most recent round of Ordinary shares issued.

Volatility: Since there is no trading history for the company’s shares as of 31 March 202 5, the expected price volatility for the shares was estimated using a standard deviation technique based on movements in s hare price in addition to considering volatility of Companies within the AIM listing.

SUPERDIELECTRICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 18 -
4
Operating loss
2025
2024
as restated
Operating loss for the year is stated after charging/(crediting):
£
£
Research and development costs
420,190
356,502
Fees payable to the company's auditor for the audit of the company's financial statements
20,250
18,550
Depreciation of property, plant and equipment
591,791
586,853
Loss on disposal of property, plant and equipment
1,424
-
Share-based payments
74,220
299,967
5
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
Management
6
7
Other
23
20
Total
29
27

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
1,823,300
1,905,026
Social security costs
186,887
176,507
Pension costs
203,701
146,323
2,213,888
2,227,856
6
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
396,300
428,800
Company pension contributions to defined contribution schemes
15,410
15,400
Share based payment charge
3,111
17,111
414,821
461,311
SUPERDIELECTRICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
6
Directors' remuneration
(Continued)
- 19 -

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2024 - 1).

The number of directors who are entitled to receive shares under long term incentive schemes during the year was 1 (2024 - 1).

Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
250,000
270,000
7
Investment income
2025
2024
£
£
Interest income
Financial instruments measured at amortised cost:
Bank interest received
110,916
141,353
Other interest income
-
0
2,283
Total interest revenue
110,916
143,636
Income above relates to assets held at amortised cost, unless stated otherwise.
8
Finance costs
2025
2024
Ref
£
£
Interest on lease liabilities
19
18,775
24,676
Unwinding of dilapidations provision
15
2,735
2,571
Total interest expense
15,329
21,510
SUPERDIELECTRICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 20 -
9
Income tax credit
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
(447,564)
(243,433)
Adjustments in respect of prior periods
(2,071)
-
Total UK current tax
(449,635)
(243,433)

The charge for the year can be reconciled to the loss per the income statement as follows:

2025
2024
£
£
Loss before taxation
(4,169,441)
(4,181,717)
Expected tax credit based on a corporation tax rate of 25.00% (2024: 25.00%)
(1,042,360)
(1,045,429)
Effect of expenses not deductible in determining taxable profit
18,555
78,061
Change in unrecognised deferred tax assets
608,932
644,225
Adjustment in respect of prior years
-
(8,812)
Permanent capital allowances in excess of depreciation
-
0
4,760
Research and development tax credit
(449,635)
(243,433)
Additional deduction for R&D expenditure
(356,790)
(281,387)
Surrender of tax losses for R&D tax credit refund
771,663
608,582
Taxation credit for the year
(449,635)
(243,433)

Estimates tax losses of £12,716,541 (2024 as restated: £10,299,657) are available for relief against future profits. No deferred tax asset has been provided for in the accounts based on the estimated tax losses.

At the 31st March 2025, the Company has estimated tax losses and deductible temporary differences amount to £12,271,307 (2024 as restated: £9,761,460) for which no deferred tax asset has been recognised in the financial statements.

The deferred tax asset has not been recognised as it is not probable that future taxable profits will be available against which the losses and deductible temporary differences can be utilised. This assessment reflects the Company's current forecasts and strategic plans, which indicate uncertainty regarding the timing and extent of future taxable profits due to the Company still being within its research and development phase.

The unrecognised deferred tax asset will be reassessed at each reporting date and recognised when it becomes probable that sufficient taxable profits will be available.

SUPERDIELECTRICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 21 -
10
Property, plant and equipment
Leasehold property
Plant and machinery
Fixtures and fittings
Computer equipment
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 1 April 2023
2,547,659
419,224
29,739
3,478
95,734
3,095,834
Additions
-
0
192,739
52,391
4,650
-
0
249,780
At 31 March 2024
2,547,659
611,963
82,130
8,128
95,734
3,345,614
Additions
-
0
73,895
-
0
20,557
-
0
94,452
Disposals
-
0
-
0
-
0
-
0
(43,354)
(43,354)
At 31 March 2025
2,547,659
685,858
82,130
28,685
52,380
3,396,712
Accumulated depreciation and impairment
At 1 April 2023
829,847
61,804
11,093
2,417
39,111
944,272
Charge for the year
497,798
55,413
17,264
2,223
14,155
586,853
At 31 March 2024
1,327,645
117,217
28,357
4,640
53,266
1,531,125
Charge for the year
496,438
64,164
18,355
3,518
9,316
591,791
Eliminated on disposal
-
0
-
0
-
0
-
0
(26,430)
(26,430)
At 31 March 2025
1,824,083
181,381
46,712
8,158
36,152
2,096,486
Carrying amount
At 31 March 2025
723,576
504,477
35,418
20,527
16,228
1,300,226
At 31 March 2024
1,220,014
494,746
53,773
3,488
42,468
1,814,489
Leasehold properties comprise solely of Right of Use Assets.
11
Investments
Current
Non-current
2025
2024
2025
2024
as restated
£
£
£
£
Investments in subsidiaries
-
0
-
0
17
16
Short-term investments
1,650,387
2,203,337
-
-
1,650,387
2,203,337
17
16
Investments in subsidiaries

The directors consider that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.

SUPERDIELECTRICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
11
Investments
(Continued)
- 22 -

The company acquired 100% of the share capital of Superdielectrics BTM Energy Storage Limited on 4 November 2024.

Short-term investments

Short-term investments include deposits with financial institutions that have a maturity period of more than three months from the date of acquisition. These are measured at amortised cost.

As at 31 March 2025, the company held £1,650,387 (2024 as restated: £2,203,337) in a deposit account with a notice period of 95 days, which has been classified as a short-term investment.

SUPERDIELECTRICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 23 -
12
Subsidiaries

Details of the company's subsidiaries at 31 March 2025 are as follows:

Name of undertaking
Principal activities
Class of
% Held
shares held
Direct
Supercapacitor Materials Ltd
Dormant
Ordinary
100.00
Superdielectrics Electric Industrial Products Ltd
Dormant
Ordinary
100.00
Superdielectrics Vertical Farming Ltd
Dormant
Ordinary
100.00
Superdielectrics Electric Ships Ltd
Dormant
Ordinary
100.00
Superdielectrics Mobile Electronics Ltd
Dormant
Ordinary
100.00
Superdielectrics Motorsport Ltd
Dormant
Ordinary
100.00
Superdielectrics Electric Trains Ltd
Dormant
Ordinary
100.00
Superdielectrics Grid Power Management Ltd
Dormant
Ordinary
100.00
Superdielectrics Autonomous Flying Vehicles Ltd
Dormant
Ordinary
100.00
Superdielectrics Automotive Ltd
Dormant
Ordinary
100.00
Superdielectrics Electric Household Products Ltd
Dormant
Ordinary
100.00
Superdielectrics Electric Aircraft Ltd
Dormant
Ordinary
100.00
Superdielectrics Rapid Refuelling Ltd
Dormant
Ordinary
100.00
Superdielectrics Renewable Energy Storage Ltd
Dormant
Ordinary
100.00
Augmented Optics Ltd
Dormant
Ordinary
100.00
Superdielectrics Electric Bicycles Ltd
Dormant
Ordinary
100.00
Superdielectrics BTM Energy Storage Limited
Dormant
Ordinary
100.00

All of the above subsidiaries have the following registered office: The Mansion, Chesterford Park, Little Chesterford, Saffron Walden, England CB10 1XL.

13
Trade and other receivables
2025
2024
£
£
VAT recoverable
64,666
79,178
Amounts owed by subsidiary undertakings
2,100
1,800
Amounts owed by fellow group undertakings
105
-
0
Other receivables
80,015
94,369
Prepayments
318,802
393,018
465,688
568,365
SUPERDIELECTRICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 24 -
14
Trade receivables - credit risk

The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value.

The Company's operations expose it to degrees of financial risk, including credit risk. Credit risk is primarily attributable to the Company's cash and cash equivalents and other receivable balances.
The Company's cash and cash equivalents are held with banks with credit ratings of the following:-
Rating agency
Fitch
Moody's
Standard & Poor's
Rating
AA-
A1
A+
Due to the Company being in it's research and development phase there are no associated trade receivables, as a result there are no expected credit losses. Other receivables mainly comprise of rental deposits, these are considered fully recoverable and are not significant in assessing expected credit losses.
Responsibility for credit risk management rests with the board of directors. The Company manage credit risk by maintaining adequate reserves and by continuously monitoring forecasts and actual actual cash flows.
15
Provisions
2025
2024
£
£
At 1 April
48,163
45,429
Unwinding of discount
2,889
2,734
51,052
48,163
At 31 March
Provisions are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:
Maturity analysis:
2025
2024
£
£
Current liabilities
-
-
Non-current liabilities
51,052
48,163
51,052
48,163
Provisions are included in relation to dilapidation costs due under IFRS 16 leases for restoration of the site to its original condition upon termination of the lease which is currently expected in 2026.
SUPERDIELECTRICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 25 -
16
Financial Instruments
Financial Assets
The Company holds financial assets measured at amortised cost. At the year-end these financial assets, totalled £4,191,499 (2024: £4,938,218).
Financial Liabilities
The Company holds financial liabilities measured at amortised cost. At the year-end the carrying amount of these financial liabilities totalled £4,947,854 (2024: £2,469,859). The directors consider that the carrying amounts of financial liabilities carried at amortised cost in the financial statements approximate to their fair values.
17
Liquidity risk

The following table details the remaining contractual maturity for the company's financial liabilities with agreed repayment periods. The contractual maturity is based on the earliest date on which the company may be required to pay.

Less than 1 month
1 – 3 months
3 months to 1 year
1 – 5 years
Total
£
£
£
£
£
At 31 March 2024
Trade payables
317,021
-
-
-
317,021
Accruals
92,731
-
-
-
92,731
Lease liabilities
-
30,910
92,731
154,355
277,996
Amounts due to parent
1,800,000
-
-
-
1,800,000
2,209,752
30,910
92,731
154,355
2,487,748
At 31 March 2025
Trade payables
235,319
-
-
-
235,319
Accruals
141,952
-
-
-
141,952
Lease liabilities
-
30,910
92,731
24,794
148,435
Amounts due to parent
4,422,131
-
-
-
4,422,131
4,799,402
30,910
92,731
24,794
4,947,837
SUPERDIELECTRICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
17
Liquidity risk
(Continued)
- 26 -
Liquidity risk management

The Company is exposed to liquidity risk across the financial liability balances identified above, which arises during the normal course of trade and can affect the Company's ability to effectively manage its cash flow and ensure it can meet its obligations as and when they fall due.

Responsibility for liquidity risk management rests with the board of directors, which has established an appropriate risk management framework for the management of the Company's funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

Capital risk management

The Company's capital management objectives are:

- to ensure the Company has the necessary capital available to fund its research activities; and

- to ensure the Company's ability to continue as a going concern; and

- to provide long-term returns to shareholders.

The Company defines and monitors capital based on the carrying amount of equity less cash and cash equivalents and short-term investments as presented on the face of financial position. In 2025, this totalled (£2,865,513) (2024: £39,648).

The Board of Directors monitors the level of capital as compared to the Company's commitments and adjusts the level of capital as is determined to be necessary by issuing new shares. The Company is not subject to any externally imposed capital requirements.

18
Trade and other payables
2025
2024
£
£
Trade payables
235,319
317,021
Amount owed to parent undertaking
4,422,132
1,800,300
Accruals
141,952
92,731
Social security and other taxation
80,103
68,790
Other payables
16
15
4,879,522
2,278,857

The amounts owed to the parent undertaking Superdielectrics Group Plc are unsecured, with no interest payable, and are repayable on demand.

SUPERDIELECTRICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 27 -
19
Lease liabilities
2025
2024
£
£
As at 1 April
259,635
364,501
Additions
-
-
Interest
12,440
18,775
Lease Payments
(123,641)
(123,641)
148,434
259,635
2025
2024
Maturity analysis
£
£
Within one year
123,641
123,641
In two to five years
30,910
154,355
Total undiscounted liabilities
154,551
277,996
Future finance charges and other adjustments
(6,117)
(18,361)
Lease liabilities in the financial statements
148,434
259,635

Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

2025
2024
£
£
Current liabilities
117,874
111,202
Non-current liabilities
30,560
148,433
148,434
259,635
2025
2024
Amounts recognised in profit or loss include the following:
£
£
Interest on lease liabilities
12,440
18,775
Other leasing information
The fair value of the Company's lease obligations is approximately equal to their carrying value. The incremental borrowing rate applied to lease liabilities at initial recognition is 6% for leasehold properties.
The company holds several operating leases for serveral premises including the main office. All leases are due to expire in September 2026. These leases are all accounted for under the provisions of IFRS 16 where right-of-use assets and lease liabilities are included in the respective statement of financial position line items.
SUPERDIELECTRICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
19
Lease liabilities
(Continued)
- 28 -
The total cash outflow for leases in the year totalled £123,642 (2024: £123,643)
20
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon during the current and prior reporting period. Deferred tax is calculated in full on temporary differences using a tax rate of 25% (2024: 25%).

Deferred tax has not been recongised in respect of the following
Assets
2025
2024
£
£
Fixed asset temporary differences
(134,552)
(138,395)
Short-term provisions
4,714
3,846
Available losses
3,179,136
2,577,697
Net deferred tax asset
3,049,298
2,433,148
Unrecognised deferred tax asset
3,049,298
2,433,148
Short term temporary differences such as fixed asset temporary differences are other temporary differences have arised from accelerated capital allowances and disallowable provisions. The deferred tax liability on the fixed asset temporary differences has been offset, as permitted by IAS, with the deferred tax assets arising from unused lossed and share based payments. Losses are available to carry forward indefinitely.
21
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
203,701
146,323

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

SUPERDIELECTRICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 29 -
22
Share-based payments
Number of share options
Average exercise price
2025
2024
2025
2024
Number
Number
£
£
Outstanding at 1 April 2024
14,984,840
10,964,840
0.24
0.23
Granted in the period
4,644,960
5,040,000
0.25
0.25
Forfeited in the period
(1,632,000)
(1,020,000)
0.24
0.23
Outstanding at 31 March 2025
17,997,800
14,984,840
0.24
0.24
Exercisable at 31 March 2025
7,306,840
6,440,187
0.25
0.23
Options granted during the year

Options granted to employees in the year are set out below. Fair value was measured using the indirect method valuing the equity instruments themselves. The the Black-Scholes model was used as the option pricing model.

The Black-Scholes model is considered to apply the most appropriate valuation method due to the relatively short contractual lives of the options and the requirements to exercise within a short period after the employee becomes entitled to the shares (the "vesting date").

The expected life used in the model has been adjusted, based on management's best estimate, for the effect of non-transferability, exercise restrictions, and behavioural considerations.

Non-vesting conditions and market conditions are taken into account when estimating the fair value of the option at grant date. Service conditions and non-market performance conditions are taken into account by adjusting the number of options expected to vest at each reporting date.

2025
Weighted average fair value
0.0742pence per option
Inputs for model:
- Weighted average share price
0.083pence
- Weighted average exercise price
0.25pence
- Expected volatility
30%
- Expected life
10 years
- Risk free rate
4.62%-5.64%

Volatility was calculated based on the share price volatility over a similar period preceding the grant date in addition to considering volatility within listed companies.

SUPERDIELECTRICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
22
Share-based payments
(Continued)
- 30 -

During the March 2022 year end there was a group reconstruction whereby Superdielectrics Group Plc undertook a share for share exchange acquiring the entire issued share capital of Superdielectrics limited becoming the company's ultimate parent. As a result the option scheme within Superdielectrics Ltd was terminated and replaced within Superdielectrics Group Plc. All of the terms per the original scheme were kept the same including original grant date and vesting periods. Subsequently this has not led to any increase in benefit by the option holders and there is no increase in fair value of the options resulting in no uplift of the fair value originally calculated on the grant date.

The options will be equity settled and exercisable within the parent company, however, as the services are received within Superdielectrics Ltd this is ultimately where the expense is incurred and recognised. Any further vesting of the options will result in an expense to the income statement with a corresponding increase in equity as a capital contribution.

The outstanding options at the year end were granted at various dates. These include options which have since been forfeited/lapsed:

- 888,880 options were granted in November 2020 which vested immediately.

- 1,999,960 options were granted in July 2021, the vesting period is based upon a service condition with the options vesting over 3 years from the date of grant.

- 1,224,000 options were granted in August 2021, the vesting period is based upon a service condition with the options vesting over 6 years from the date of grant in 3 equal tranches. The first tranche being upon the 4th year of service from the date of grant and the remaining tranches on each subsequent year.

- 1,836,000 options were granted throughout the 2023 financial year end, the vesting periods are based upon service conditions with the options vesting over 6 years from the date of grant in 3 equal tranches. The first tranche being upon the 4th year of service from the date of grant and the remaining tranches on each subsequent year.

- 4,000,000 options were granted in June 2022, which vested immediately.

- 200,000 options were granted to a company, defined as an employee under IFRS, these options vest from July 2025 over 3 years.

- 3,040,000 options were granted throughout the 2024 financial year end, the vesting periods are based upon service conditions with the options vesting over 4 years from the date of grant in 3 equal tranches. The first tranche being upon the 2nd year of service from the date of grant and the remaining tranches on each subsequent year. 204,000 of these options were subsequently forfeited due to an employee leaving the company.

- 2,000,000 options were granted in the 2024 financial year end, the options vested immediately and have an expected life of 10 years.

- 2,244,000 options were granted in the 2025 financial year end, the vesting periods are based upon service conditions with the options vesting over 4 years from the date of grant in 3 equal tranches. The first tranche being upon the 2nd year of service from the date of grant and the remaining tranches on each subsequent year.

- 2,400,960 options were granted in the 2025 financial year, the vesting period being the 3rd anniversary of date of grant.

All share options issued have a life of 10 years.

SUPERDIELECTRICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
22
Share-based payments
(Continued)
- 31 -
Equity instruments other than share options

During 2020 3,035,820 of equity instruments other than share options were granted. The weighted average fair value of those instruments at the measurement date was £121,736. The equity instruments were issued to a holder other than an employee and vested immediately upon grant date with a life of 3 years. The equity instruments were therefore fully exercisable as at 31st March 2023. These were not exercised as at 31st March 2024 and therefore have lapsed with the value being transferred to retained earnings. The fair value was determined using the indirect method due to the fair value of the services not being able to be determined. The Black Scholes model was used to value the equity instruments.

Expenses
Related to equity settled share based payments
74,220
299,967
23
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
of 0.1p each
60,255,000
60,255,000
603
603
24
Share premium account
2025
2024
£
£
At the beginning and end of the year
17,085,073
17,085,073
25
Capital Contribution Reserve
2025
2024
£
£
At the beginning of the year
889,932
711,701
Lapsing of share options
(50,495)
(10,920)
Lapsing of share warrants
-
0
(121,736)
Share options granted in the year
124,715
310,887
At the end of the year
964,152
889,932
SUPERDIELECTRICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
25
Capital Contribution Reserve
(Continued)
- 32 -

The capital contribution reserve represents equity-settled share-based payments made by the parent company on behalf of the subsidiary.

During the year, employees of the subsidiary were granted share options in the parent company of £124,715 and shares forfeited of £50,495. These options are accounted for as equity-settled share-based payments under IFRS 2. As the subsidiary does not issue its own equity instruments, the fair value of the services received from employees has been recognised as an expense in the income statement, with a corresponding credit to equity in the form of a capital contribution from the parent.

The reserve is non-distributable and reflects the cumulative value of share-based payment charges recognised in respect of options granted by the parent to subsidiary employees.

During the year, a portion of the share options lapsed due to employees leaving the company before the options vested. As these had not vested at the year end, the amounts have been reversed out of the income statement.

26
Retained earnings
2025
2024
£
£
At the beginning of the year
(13,090,805)
(9,274,257)
Lapsing of warrants
-
121,736
Adjusted balance
(13,090,805)
(9,152,521)
Loss for the year
(3,719,806)
(3,938,284)
At the end of the year
(16,810,611)
(13,090,805)
27
Financial Commitments

On the 20 December 2023 the company entered into an agreement with the University of Bristol to commence a research project. At the year end the company are committed to pay £50,000 (2024:£150,000).

28
Capital risk management

The company is not subject to any externally imposed capital requirements.

SUPERDIELECTRICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 33 -
29
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel, including directors, is included here since it relates to the Board members of Superdielectrics Group Plc and is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures.

2025
2024
£
£
Short-term employee benefits
556,116
659,734
Post-employment benefits
15,410
15,400
Share-based payments
3,111
17,311
574,637
692,445

The following amounts were outstanding at the reporting end date:

2025
2024
Amounts due to related parties
£
£
Parent company
4,422,132
1,800,300

The following amounts were outstanding at the reporting end date:

2025
2024
Amounts due from related parties
£
£
Parent company
1,000
1,000
Entities with joint control or significant influence over the company
1,205
800
2,205
1,800

30
Controlling party

The Company's immediate and ultimate parent undertaking is Superdielectrics Group Plc. The registered office is the same as of Superdielectrics Ltd.

SUPERDIELECTRICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 34 -
31
Cash absorbed by operations
2025
2024
£
£
Loss for the year before taxation
(4,169,441)
(4,181,717)
Adjustments for:
Finance costs
15,329
21,510
Investment income
(110,916)
(143,636)
Loss on disposal of property, plant and equipment
1,424
-
Depreciation and impairment of property, plant and equipment
591,791
586,853
Equity settled share based payment expense
74,220
299,967
Movements in working capital:
Decrease in trade and other receivables
102,678
51,533
Increase in trade and other payables
2,600,665
296,115
Cash absorbed by operations
(894,250)
(3,069,375)
32
Analysis of changes in net funds
1 April 2024
Cash flows
31 March 2025
£
£
£
Cash at bank and in hand
2,641,818
(187,475)
2,454,343
Provisions
(48,163)
(2,889)
(51,052)
Obligations under finance leases
(259,635)
111,201
(148,434)
2,334,020
(79,163)
2,254,857
1 April 2023
Cash flows
31 March 2024
Prior year (as restated):
£
£
£
Cash at bank and in hand
7,478,013
(4,836,195)
2,641,818
Provisions
(45,429)
(2,734)
(48,163)
Obligations under finance leases
(364,501)
104,866
(259,635)
7,068,083
(4,734,063)
2,334,020
SUPERDIELECTRICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 35 -
33
Prior period adjustment
Changes to the statement of financial position
At 31 March 2024
Previously reported
Adjustment
As restated
£
£
£
Current assets
Investments
-
2,203,337
2,203,337
Bank and cash
4,845,155
(2,203,337)
2,641,818
Net assets
4,884,803
-
4,884,803
Capital and reserves
Total equity
4,884,803
-
4,884,803

During the current reporting period, management identified that certain balances previously presented as “Cash and Cash Equivalents” in the prior year’s financial statements more appropriately meet the definition of “Short-Term Investments” under IAS 7 Statement of Cash Flows. These balances relate to term deposits and other financial instruments with original maturities exceeding three months, which do not qualify as cash equivalents under IFRS.

In accordance with IAS 8, a retrospective reclassification has been made to the comparative figures, resulting in a reclassification of £2,203,337 from “Cash and Cash Equivalents” to “Short-Term Investments” as at 31 March 2024. This adjustment does not affect total assets, net profit, or equity for the prior period, but enhances the accuracy and comparability of the financial statements.

2025-03-31 2024-04-01 false false CCH Software CCH Accounts Production 2025.200 Mr F J Heathcote Mr Marcus Scott Mr Marcus Scott 08536866 2024-04-01 2025-03-31 08536866 bus:Director1 2024-04-01 2025-03-31 08536866 bus:Director2 2024-04-01 2025-03-31 08536866 bus:CompanySecretary1 2024-04-01 2025-03-31 08536866 bus:RegisteredOffice 2024-04-01 2025-03-31 08536866 bus:Agent1 2024-04-01 2025-03-31 08536866 2025-03-31 08536866 core:ContinuingOperations 2024-04-01 2025-03-31 08536866 2023-04-01 2024-03-31 08536866 core:ContinuingOperations 2023-04-01 2024-03-31 08536866 core:RetainedEarningsAccumulatedLosses 2024-04-01 2025-03-31 08536866 core:RetainedEarningsAccumulatedLosses 2023-04-01 2024-03-31 08536866 2024-03-31 08536866 core:Non-currentFinancialInstruments 2025-03-31 08536866 core:Non-currentFinancialInstruments 2024-03-31 08536866 core:CurrentFinancialInstruments 2025-03-31 08536866 core:CurrentFinancialInstruments 2024-03-31 08536866 2024-03-31 08536866 2023-03-31 08536866 core:ShareCapital 2025-03-31 08536866 core:ShareCapital 2024-03-31 08536866 core:SharePremium 2025-03-31 08536866 core:SharePremium 2024-03-31 08536866 core:OtherReservesSubtotal 2025-03-31 08536866 core:OtherReservesSubtotal 2024-03-31 08536866 core:RetainedEarningsAccumulatedLosses 2025-03-31 08536866 core:RetainedEarningsAccumulatedLosses 2024-03-31 08536866 core:SharePremium 2023-03-31 08536866 core:OtherReservesSubtotal 2023-03-31 08536866 core:ShareCapital 2023-04-01 2024-03-31 08536866 core:SharePremium 2023-04-01 2024-03-31 08536866 core:UKTax 2024-04-01 2025-03-31 08536866 core:UKTax 2023-04-01 2024-03-31 08536866 1 2024-04-01 2025-03-31 08536866 1 2023-04-01 2024-03-31 08536866 2 2024-04-01 2025-03-31 08536866 2 2023-04-01 2024-03-31 08536866 core:LandBuildings core:LeasedAssetsHeldAsLessee 2023-03-31 08536866 core:PlantMachinery 2023-03-31 08536866 core:FurnitureFittings 2023-03-31 08536866 core:ComputerEquipment 2023-03-31 08536866 core:MotorVehicles 2023-03-31 08536866 core:LandBuildings core:LeasedAssetsHeldAsLessee 2024-03-31 08536866 core:PlantMachinery 2024-03-31 08536866 core:FurnitureFittings 2024-03-31 08536866 core:ComputerEquipment 2024-03-31 08536866 core:MotorVehicles 2024-03-31 08536866 core:LandBuildings core:LeasedAssetsHeldAsLessee 2025-03-31 08536866 core:PlantMachinery 2025-03-31 08536866 core:FurnitureFittings 2025-03-31 08536866 core:ComputerEquipment 2025-03-31 08536866 core:MotorVehicles 2025-03-31 08536866 core:LandBuildings core:LeasedAssetsHeldAsLessee 2023-04-01 2024-03-31 08536866 core:PlantMachinery 2023-04-01 2024-03-31 08536866 core:FurnitureFittings 2023-04-01 2024-03-31 08536866 core:ComputerEquipment 2023-04-01 2024-03-31 08536866 core:MotorVehicles 2023-04-01 2024-03-31 08536866 core:LandBuildings core:LeasedAssetsHeldAsLessee 2024-04-01 2025-03-31 08536866 core:PlantMachinery 2024-04-01 2025-03-31 08536866 core:FurnitureFittings 2024-04-01 2025-03-31 08536866 core:ComputerEquipment 2024-04-01 2025-03-31 08536866 core:MotorVehicles 2024-04-01 2025-03-31 08536866 core:Subsidiary1 2024-04-01 2025-03-31 08536866 core:Subsidiary2 2024-04-01 2025-03-31 08536866 core:Subsidiary3 2024-04-01 2025-03-31 08536866 core:Subsidiary4 2024-04-01 2025-03-31 08536866 core:Subsidiary5 2024-04-01 2025-03-31 08536866 core:Subsidiary6 2024-04-01 2025-03-31 08536866 core:Subsidiary7 2024-04-01 2025-03-31 08536866 core:Subsidiary8 2024-04-01 2025-03-31 08536866 core:Subsidiary9 2024-04-01 2025-03-31 08536866 core:Subsidiary10 2024-04-01 2025-03-31 08536866 core:Subsidiary11 2024-04-01 2025-03-31 08536866 core:Subsidiary12 2024-04-01 2025-03-31 08536866 core:Subsidiary13 2024-04-01 2025-03-31 08536866 core:Subsidiary14 2024-04-01 2025-03-31 08536866 core:Subsidiary15 2024-04-01 2025-03-31 08536866 core:Subsidiary16 2024-04-01 2025-03-31 08536866 core:Subsidiary17 2024-04-01 2025-03-31 08536866 core:Subsidiary1 1 2024-04-01 2025-03-31 08536866 core:Subsidiary2 2 2024-04-01 2025-03-31 08536866 core:Subsidiary3 3 2024-04-01 2025-03-31 08536866 core:Subsidiary4 4 2024-04-01 2025-03-31 08536866 core:Subsidiary5 5 2024-04-01 2025-03-31 08536866 core:Subsidiary6 6 2024-04-01 2025-03-31 08536866 core:Subsidiary7 7 2024-04-01 2025-03-31 08536866 core:Subsidiary8 8 2024-04-01 2025-03-31 08536866 core:Subsidiary9 9 2024-04-01 2025-03-31 08536866 core:Subsidiary10 10 2024-04-01 2025-03-31 08536866 core:Subsidiary11 11 2024-04-01 2025-03-31 08536866 core:Subsidiary12 12 2024-04-01 2025-03-31 08536866 core:Subsidiary13 13 2024-04-01 2025-03-31 08536866 core:Subsidiary14 14 2024-04-01 2025-03-31 08536866 core:Subsidiary15 15 2024-04-01 2025-03-31 08536866 core:Subsidiary16 16 2024-04-01 2025-03-31 08536866 core:Subsidiary17 17 2024-04-01 2025-03-31 08536866 core:Share-basedArrangement1 2024-04-01 2025-03-31 08536866 core:ParentEntities 2025-03-31 08536866 core:ParentEntities 2024-03-31 08536866 core:EntitiesWithJointControlOrSignificantInfluenceOverReportingEntity 2025-03-31 08536866 bus:PrivateLimitedCompanyLtd 2024-04-01 2025-03-31 08536866 bus:Audited 2024-04-01 2025-03-31 08536866 bus:FullIFRS 2024-04-01 2025-03-31 08536866 bus:FullAccounts 2024-04-01 2025-03-31 xbrli:pure xbrli:shares iso4217:GBP