The director presents the strategic report for the year ended 31 December 2024.

Silixa maintains its strategic focus on market leadership through advanced distributed acoustic sensing (DAS) and distributed temperature sensing (DTS) technologies. By leveraging its expertise, Silixa delivers transformative solutions across oil & gas, renewable energy, carbon capture utilization and storage (CCUS), environmental, infrastructure, defense, and situational security sectors. These solutions enhance operational insights, optimise asset performance, and strengthen safety across critical infrastructure.

During 2024, Silixa further expanded operations, reinforcing growth in Canada and Europe, particularly targeting oil & gas, renewable energy, CCUS, and infrastructure sectors. Concurrently, Silixa continued expanding its presence within the United States, enhancing strategic customer relationships.

In 2024, Silixa advanced strategic initiatives to capitalise on global energy transition and sustainability trends. Through extensive rebranding, focused market segmentation, and digital enhancement, Silixa solidified its reputation as a leader in sustainable energy technologies. These initiatives reinforced Silixa’s commitment to environmental stewardship and positioned the company at the forefront of technological innovation addressing critical industry challenges in energy efficiency, safety, and cost management.

The upstream division experienced a strong recovery, securing key contracts with major customers including ConocoPhillips, Chevron, Shell, BP, and others. Despite overall market spending constraints, Silixa's solutions provided efficient means to reduce emissions and contamination, effectively monitored well remediation processes, and operated with smaller environmental footprints. This success was driven by the company's market-leading analytics software and advanced EDGE computing platform.

However, alongside its operational progress, Silixa encountered financial headwinds in 2024. These challenges reinforce the importance of continued focus on delivering against strategic growth initiatives and driving operational efficiencies.

To address these challenges, the company is actively pursuing strategies to enhance profitability and cash flow, including rigorous cost management, targeted market expansion, and leveraging its technological strengths for higher-margin engagements.

Silixa restructured its organisation in 2024 to align with two primary verticals: Upstream and Environmental & Scientific. This strategic realignment sharpened focus and resource allocation, resulting in major contract wins in both areas. In Upstream, growth was driven by permanent and intervention-based well monitoring deployments. In Environmental & Scientific, the company advanced its presence in CCUS, geothermal, and infrastructure monitoring, securing key reference projects and expanding its long-term monitoring services in critical global markets.

Technological advancements in 2024 included the launch of the next-generation intelligent DAS (iDAS NG) platform and the commercial deployment of the Brillouin-based distributed static strain sensor (iDSS), setting industry benchmarks for reliability and precision, particularly in infrastructure and environmental monitoring.

Silixa expanded its advanced EDGE computing solutions, providing robust real-time analytics and autonomous monitoring capabilities, critical to addressing evolving customer demands efficiently and cost-effectively.

In defense and situational security, Silixa actively engaged with key Western defence alliances in North America and Europe, providing specialised fibre-optic solutions to protect coastal and subsea infrastructure, further diversifying revenue streams and highlighting the company's potential to support critical national security objectives.

Integration within Luna Innovations continued to foster collaborative synergies across business units, enabling comprehensive, scalable monitoring solutions that offer significant growth opportunities and underpin Silixa's path toward improved financial performance.

The key performance indicators (KPIs) are reviewed on a regular basis and include the following:

Comparison of actual income to budget

Review of new and lost business

Levels of overhead expenses

Cash flow position during the year

EBITDA

Section 414CZA(1) of the Companies Act 2006 requires the Directors to explain how they have considered the matters set out in section 172(1)(a) to (f) of the Companies Act 2006 when performing their duty to promote the success of the group. When making decisions, the Directors ensures that they can act in the way that would most likely promote the group's success to the benefit of its members as a whole, and in doing so have regarded (amongst other matters) the following matters:

a) The likely consequences of any decision in the long term

The Directors and Senior Management understand the need for forecasting and have in place the tools to track progress and measure performance. Our team has extensive knowledge in all the markets we operate in.

b) The interests of the group's employees

The group has a reliance on the employees. The group's management recognise that the success of the business depends not only on attracting talent, but on retaining and motivating its employees across the board. In this respect, communication is taking place regularly between the management and the team members as well as individually. During these sessions, the progress is shared, and all team members have an opportunity to table questions and concerns, using the common forum or individual touch points. The group had operated a discretionary bonus scheme.

c) The need to foster the group's business relationships with suppliers, customers, and others

The directors seek to promote strong mutually beneficial relationships with suppliers, customers, the Regulators, and other authorities. The group equally aims to treat all suppliers in the same way it deals with customers, to foster long term relationships.

d) The impact of the group's operations on the community and the environment

The group recognises that its activities impact upon the environment both through its internal operations, its infrastructural development, and through its influence and effects on the wider community. It acknowledges a responsibility for and a commitment to protection of the environment at all levels. The company complies fully with environmental legislation and reviews the policy regularly.

e) The desirability of the group maintaining a reputation/or high standards of business conduct

The group is totally committed to quality and have always put the customer first in all that we do, continuously monitoring and updating our processes to ensure that all services and products offer the highest standard of quality and reliability.

f) The need to act fairly between members of the group

The Directors aim to act fairly between the group's members when delivering the group's strategy.

On behalf of the board

The director presents her annual report and financial statements for the year ended 31 December 2024.

The principal activity of the company and group continued to be that of developing markets for its propriety intelligent distributed acoustic sensing (iDAS) and distributed temperature sensing (DTS) systems.

The results for the year are set out on page 10.

No ordinary dividends were paid. The director does not recommend payment of a further dividend.

No preference dividends were paid. The director does not recommend payment of a final dividend.

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

The company and the group maintains a robust financial instrument risk management framework to effectively mitigate potential risks arising from its financial instruments. This includes regular monitoring and assessment of market conditions and currency exchange risks. By implementing stringent risk management practices, the company and the group aims to protect its financial position and ensure stability in its operations.

Exposure to prices and credit risk

The company and the group acknowledges the inherent risks associated with fluctuations in prices of goods, services, and raw materials. To mitigate this risk, the company and the group closely monitors market trends, price movements, and supply chain dynamics. By maintaining strategic relationships with suppliers and customers, the company seeks to mitigate credit risk by evaluating the financial stability and creditworthiness of its counterparties. Additionally, credit limits and terms are established to minimise the exposure to credit-related losses. The company and the group remains committed to stringent credit risk management practices to safeguard its financial stability and optimise its profitability.

Liquidity and cash flow risks

The company and the group recognises the importance of maintaining sufficient liquidity and managing cash flow effectively. To address liquidity risks, the company and the group closely monitors its cash position, cash inflows, and outflows, ensuring that it maintains an appropriate level of working capital to meet its financial obligations. The company and the group employs cash flow forecasting techniques to anticipate potential liquidity shortfalls and takes proactive measures, such as optimising working capital cycles and securing appropriate financing arrangements, to mitigate any potential liquidity constraints. Through prudent liquidity and cash flow management, the company and the group aims to ensure its ability to meet operational and financial commitments, thereby supporting its sustainable growth and financial stability.

Data security, cyber-attacks, and IT systems

As an ISO 27001 certified company, we continue to prioritise the robust management of cyber and IT risks to ensure the security and confidentiality of our stakeholders' data and maintain the resilience of our operations. Risks are identified and recorded based on confidentiality, integrity and availability and treatment plans are put in place to mitigate or control the identified risks. IAM (identity and access management) is used to protect systems from unauthorised access using multi-factor authentication.

Commercial

Silixa manages the risk inherent in its business through careful triaging of pending commercial deals. All multi-year contracts, transactions are assessed based on Transparency International Corruption Perceptions Index and high value contracts reviewed carefully. Where the contractual terms are not Silixa’s standard terms of business they are reviewed, when appropriate, and negotiated either internally by Silixa’s Contracts team or by external legal advisors. Risks related to warranties, indemnifications, intellectual property rights and payment are managed this way.

In addition, observation of export compliance regulations is managed through regular use of the UK Govt Export Control Joint Unit’s End User Advisory service.

The auditor, , is deemed to be reappointed under section 487(2) of the Companies Act 2006.

The director is responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless she is satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

• select suitable accounting policies and then apply them consistently;

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

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

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

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

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

We have audited the financial statements of Silixa Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company 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 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 group's and the parent company's affairs as at 31 December 2024 and of the group's 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 director's 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 group's and parent 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 director 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 director is 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 strategic report and the director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• The strategic report and the director's report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the director's report.

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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company 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.

As explained more fully in the director's responsibilities statement, the director is 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 director determines 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 director is responsible for assessing the parent 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 director either intends to liquidate the parent company or to cease operations, or has no realistic alternative but to do so.

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.

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 approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with law and regulations, was as follows:

• The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

• We identified the laws and regulations applicable to the group through discussion with directors and other management, and from our commercial knowledge and experience of the relevant sector;

• The specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the group, are as follows;

• Companies Act 2006

• FRS102

• Tax legislation

• Employment legislation

• Health and safety at work

• We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and reviewing board minutes;

• Laws and regulations were communicated within the audit team at the planning meeting, and during the audit as any further laws and regulation were identified. The audit team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the group's financial statements to material misstatement, including obtaining an understanding of how fraud might occur by:

• Making enquires of management as to where they consider there was susceptibility to fraud and their knowledge of actual suspected and alleged fraud;

• Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations;

• Reviewing the financial statements and testing the disclosures against supporting documentation;

• Performing analytical procedures to identify any unusual or unexpected trends or anomalies;

• Inspecting and testing journal entries to identify unusual or unexpected transactions;

• Assessing whether judgement and assumptions made in determining significant accounting estimates were indicative of management bias; and

• Investigating the rationale behind significant transactions, or transactions that are unusual or outside the group’s usual course of business.

The areas that we identified as being susceptible to misstatement through fraud were:

• Management bias in the estimates and judgements made;

• Management override of controls; and

• Posting of unusual journals or transactions.

We did not identify any matters relating to non-compliance with laws and regulation or relating to 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.

The notes on pages 19 to 37 form part of these financial statements.

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The notes on pages 19 to 37 form part of these financial statements.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £3,332,680 (2023 - £2,119,478 loss).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The notes on pages 19 to 37 form part of these financial statements.

The notes on pages 19 to 37 form part of these financial statements.

Silixa Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Silixa House, 230 Centennial Park, Centennial Avenue, Elstree, Hertfordshire, England, WD6 3SN.

The group consists of Silixa Limited and all of its subsidiaries.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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 principal accounting policies adopted are set out below.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated group financial statements consist of the financial statements of the parent company Silixa Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

At the time of approving the financial statements, the director has a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

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

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

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

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 profit and loss account.

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible 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.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents are basic financial assets and 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. Bank overdrafts are shown within borrowings in current liabilities.

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

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

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the group 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 group.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account 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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing 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 profit and loss account, 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 if, and only if, there is 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.

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 stock or fixed 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.

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

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

In the application of the group’s accounting policies, the director is 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

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

Their aggregate remuneration comprised:

As total directors' remuneration was less than £200,000 in the current year, no disclosure is provided for that year.

The actual (credit)/charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

Details of the company's subsidiaries at 31 December 2024 are as follows:

All financial assets and liabilities are measured at cost.

The following securities are held by HSBC Bank Plc:

A General Letter of Pledge dated 1 February 2019.

Agreement Regarding Specific Credit Balance(s) dated 21 January 2015.

A Letter of Credit in respect of the guarantees dated 05 April 2016 and 27 April 2016.

Other guarantees include Net facility, Import Line facility, Class Guarantee facility, Overdraft facility, Corporate Card facility.

Debenture including Fixed Charge over all present freehold and leasehold property; First Fixed Charge over book and other debts, chattels, goodwill and uncalled capital, both present and future; First Floating Charge over all assets and undertaking both present and future dated 10 October 2014.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

The pension costs charged for the year were £238,861 (2023: £238,166) and there were £49,634 (2023: £51,800) of outstanding contributions payable at 31 December 2024.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

As at the year end, a loan amounting to £886,959 (2023: £Nil) was payable to the ultimate parent company, Luna Innovations Inc. This was an interest free loan to the ultimate parent company and is included in creditors falling due within one year.

During the year, rent of £20,500 (2023: £19,800) was paid on a house owned by the spouse of the key management personnel, Mr M Farhadiroushan. The house is used to accommodate overseas based staff when they are working in the UK.

The ultimate parent company and controlling party is Luna Innovations Inc, a company incorporated in USA having registered office address at 200 Roanoke, VA 24011, USA. On 21 December 2023, it acquired 100% of the controlling interest in the issued share capital of the company.