CLUSTERNANOTECH LTD

	Page
Company Information	1
Directors' Report	2
Independent Auditor's Report	3—6
Profit and Loss Account	7
Balance Sheet	8
Statement of Changes in Equity	9
Notes to the Financial Statements	10—12

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CLUSTERNANOTECH LTD

Company No. 07961030

Directors' Report For The Year Ended 31 December 2024

Directors' Report

The directors present their report and the financial statements for the year ended 31 December 2024.

Directors

The directors who held office during the year were as follows:

Ms Evgeniia Ananeva

Mr Bruno Cantarelli

Mrs Svetlana Cantarelli

Mr Francesco Giovannini

Mrs Karine Musailova

Mrs Minnikhanova Zarima

Miss Nataliya Cantarelli

Statement of Directors' Responsibilities

The directors are responsible for preparing the Directors' 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 the financial statements the directors are required to:

select suitable accounting policies and then apply them consistently;
make judgments and accounting estimates that are reasonable and prudent;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Statement of Disclosure of Information to Auditors

In the case of each director in office at the date the Directors' Report is approved:

so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware; and
they have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information.

Small Company Rules

This report has been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

On behalf of the board

Mr Bruno Cantarelli

Director

21/04/2025

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Independent Auditor's Report

to the Members of

CLUSTERNANOTECH LTD

Independent Auditor's Report

Opinion

The auditor verified the correct application of the accounting principles for the classification, recording and valuation of company

management operations, active and passive, carried out during the financial year 01/01/2024 - 31/12/2024 in order to provide a

truthful and correct representation of the equity, economic and financial situation of the company Clusternanotech Ltd at the year

end date.

The financial statements of the company Clusternanotech L.t.d. consists of the following documents:

1) Director's report;

2) Profit and loss account;

3) Balance sheet;

4) Notes to the accounts.

The auditor's report is made solely to the company's member, as a body, in accordance with chapter 3 of part 16 of the companies act

2006 and, in particular, for the paragraph 496 where the indication of the following information is required:

1) the information given in he directors' report for the financial year for which the accounts are prepared is consistent with those

accounts;

2) state whether, in the light of the knowledge and understanding of the company and its environment obtained in the course of the

audit, he has identified material misstatements in the directors' report;

3) if applicable, give an indication of the nature of each of the misstatements referred to in paragraph.

The auditor's report has been undertaken so that might state to the company's member those matteres are required to state to them in a

report of the auditors and for no other purpose.

To the fullest extent permitted by law, we don't accept or assume responsability to anyone other than the company and the company's

member as a body, for our audit work, for this report or for the opinions we have formed.

As regards the amortization of the above intangible assets, it has been recognized in accordance with and in compliance with the

provisions of paragraph 18.19 entitled Amortization over the useful life and, in particular, paragraph 18.22 which states that

"Amortization begins when the intangible asset is available for use, i.e. when it is in the location and condition necessary for it to be

used in the manner intended by management. Amortization ceases when the asset is derecognized. The entity must choose an

amortization method that reflects the pattern in which the future economic benefits of the asset are expected to be consumed. If the

entity cannot determine this reliably, it must use the straight-line method. c) have been correctly drawn up in accordance with and in

accordance with the requirements of the Companies Act 2006. Trade receivables, as of 31 December 2024, the closing date of the

2024 financial year, have increased in an extremely partial manner compared to the balance of the same item at closing date of the

2023 financial year and, in particular, 31 December 2023".

The nominal value of investments assets medium long term, the tangible assets, the debtors, the current asset investments, the cash at

bank and in hand, the creditors, the called up share capital, the profit and loss account have changed, compared to the previous year

consequently to the carrying out of the typical activities of holding companies. Judgment on other matter prescribed by the

companies act 2006.

The statutory auditor believes that the he information given in director's report for the financial period for which the financial

statements are prepared is consistent with the financial statements and, in particular, part 15 chapter 1 section 382 so the statutory

auditor's judge expressed is not relevant "advising" to correctly apply the provisions of the FRS 102, called The Financial Reporting

Standard applicable in the Uk and Republic of Ireland, in relation to the recognition and measurement of depreciation on intangible

fixed assets present in the financial statements to provide a more truthful and correct representation, compared to the current one

which is present, in any case, so that readers of the financial statements cannot have any type of doubt.

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Independent Auditor's Report (continued)

to the Members of

CLUSTERNANOTECH LTD

Basis for Opinion

It is conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law.

The responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report.

There is independence of the group 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. It believes that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion

Conclusions Relating to Going Concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the entity's ability to continue as a going concern for a period of at least 12 months from when the financial statements are authorised for issue.

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

An Overview of the Scope of Our Audit

The auditor has verified that the best criteria have been followed, in terms of legality and not of merit, suggested by the accounting

standards for the registration, recognition and evaluation in the preparation of the financial statements of the management operations

carried out in the financial year 1 January 2024 /31 December 2024, checking the most significant transactions both in quantitative

terms and in relation to the core business performed by the company.

Furthermore, the auditor verified that the registrations, the surveys and the assessments carried out at the time of preparing the

financial statements for the current year were not carried out, during the aforementioned financial year, are free from material

misstatement or caused by fraud or error.

This includes an assessment of whether of accounting policies are appropriate to the company's circumstances and have been

consistently applied and adequately disclosed, the reasonabless of significant accounting estimates made by directors and the overall

presentation of financial statements. If, during the audit, any apparent errors or inconsistencies had become known, the related

implications for a report would be considered, providing a specific judgment in terms of legitimacy and not the merit of the choices

and of the decisions of the directors in the preparation and preparation of the financial statements including those relating to the

evaluation of the elements making up the financial statements.

Other Information

Administrators are responsible for other information. Other information includes information included in the directors' report other

than the financial statements and the auditor's report thereon. The opinion on the financial statements does not cover other

information and, unless otherwise expressly indicated in the report, no form of conclusion is expressed.

Opinions on Other Matters Prescribed by the Companies Act 2006

The statutory auditor believes that the information given in director's report for the financial period for which the financial statements are prepared is consistent with the financial statements and, in particular, part 15 chapter 1 section 382 so the statutory auditor's judge expressed is not relevant

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Independent Auditor's Report (continued)

to the Members of

CLUSTERNANOTECH LTD

Matters on Which We Are Required to Report by Exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, it hasn't been identified material misstatements in the strategic report or the directors' report.

It hasn't been noted nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to youuires us to report to you if, in our opinion:

Responsibilities of Directors

As explained more fully in the directors' responsibilities statement, 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.

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Independent Auditor's Report (continued)

to the Members of

CLUSTERNANOTECH LTD

Financial statement results

The statutory auditor's opinion on the financial statements for the period 1 January 2024 to 31 December 2024 is as follows:

a) they give a true and fair view of the financial position of the company for the year for which the financial statements are prepared

and of its profit or loss for the year then ended;

b) they have been properly prepared in accordance with and consistent with international accounting standards applicable in the

United Kingdom and the Republic of Ireland.

It should be noted that the amortisation of intangible assets has been determined on the basis of international accounting standards

applicable in the United Kingdom and the Republic of Ireland and the measurement and determination criteria indicated in the same

Financial Reporting Standards applicable in the United Kingdom and the Republic of Ireland and that the above-mentioned

measurement and determination criteria have not changed compared to the previous financial year ended 31 December 2023.

The provisions of the previous audit report on the financial statements for the year ended 31 December 2023 are confirmed in

relation to the methods of determining the value of the Shareholders' Know-how with multi-year utility and, in particular, the

following.

The values attributed to the multi-year know-how contributed by the shareholders have been determined in a manner consistent and

coherent with the provisions of FRS 102 called The Financial Reporting Standard applicable in the United Kingdom and the

Republic of Ireland and, in particular, paragraphs 18.9, 18.10A, 18.10B concerning respectively the initial measurement and the

Internally generated intangible assets of section 18 called Intangible assets other than goodwill.

As regards the amortization of the above intangible assets, it has not been recognized in accordance with and in accordance with the

provisions of paragraph 18.19 entitled Amortization over the useful life and, in particular, paragraph 18.22 which states that

"Amortization begins when the intangible asset is available for use, i.e. when it is in the location and condition necessary for it to be

used in the manner intended by management. Amortization ceases when the asset is derecognized. The entity shall choose an

amortization method that reflects the pattern in which the future economic benefits of the asset are expected to be consumed. If the

entity cannot determine this reliably, it shall use the straight-line method.

c) have been properly prepared in accordance and in coherence with the requirements of the companies Act 2006.

Accounts receivable increased until the end of the financial year, December 2024

The nominal value of investments assets medium long term, the tangible assets, the debtors, the current asset investments, the cash at

bank and in hand, the creditors, the called up share capital, the profit and loss account have changed, compared to the previous year

consequently to the carrying out of the typical activities of holding companies.

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 that 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.

Jury Bonasia

Statutory Auditor

02/05/2025

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CLUSTERNANOTECH LTD

Profit and Loss Account

For The Year Ended 31 December 2024

Profit and Loss Account

		2024	2023
	Notes	£	£
TURNOVER		50,665	47,202
Cost of sales		-	(25,950 )

GROSS PROFIT		50,665	21,252

Distribution costs		(1,915 )	(5,293 )
Administrative expenses		(678,924 )	(822,072 )

OPERATING LOSS		(630,174 )	(806,113 )
Interest payable and similar charges		(295 )	(7,804 )

LOSS FOR THE FINANCIAL YEAR		(630,469 )	(813,917 )

The notes on pages 10 to 12 form part of these financial statements.

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CLUSTERNANOTECH LTD

Balance Sheet

As At 31 December 2024

Balance Sheet

		2024		2023
	Notes	£	£	£	£
FIXED ASSETS
Intangible Assets	4		6,136,309		6,799,788
Tangible Assets	5		-		133

			6,136,309		6,799,921
CURRENT ASSETS
Debtors	6	386,694		339,799
Investments	7	721,625		721,625
Cash at bank and in hand		3,380		45,646

		1,111,699		1,107,070
Creditors: Amounts Falling Due Within One Year	8	(132,553 )		(161,067 )

NET CURRENT ASSETS (LIABILITIES)			979,146		946,003

TOTAL ASSETS LESS CURRENT LIABILITIES			7,115,455		7,745,924

NET ASSETS			7,115,455		7,745,924

CAPITAL AND RESERVES
Called up share capital	9		9,280,194		9,280,194
Profit and Loss Account			(2,164,739 )		(1,534,270 )

SHAREHOLDERS' FUNDS			7,115,455		7,745,924

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

On behalf of the board

Mr Bruno Cantarelli

Director

21/04/2025

The notes on pages 10 to 12 form part of these financial statements.

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CLUSTERNANOTECH LTD

Statement of Changes in Equity

For The Year Ended 31 December 2024

Statement of Changes in Equity

	Share Capital	Profit and Loss Account	Total
	£	£	£
As at 1 January 2023	9,280,194	(720,353 )	8,559,841
Loss for the year and total comprehensive income	-	(813,917 )	(813,917)

As at 31 December 2023 and 1 January 2024	9,280,194	(1,534,270 )	7,745,924


Loss for the year and total comprehensive income	-	(630,469 )	(630,469)

As at 31 December 2024	9,280,194	(2,164,739 )	7,115,455

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CLUSTERNANOTECH LTD

Notes to the Financial Statements

For The Year Ended 31 December 2024

Notes to the Financial Statements

1. General Information

CLUSTERNANOTECH LTD is a private company, limited by shares, incorporated in England & Wales, registered number 07961030 . The registered office is 13 St. Swithin's Lane,, 2nd Floor,, London, EC4N 8AL.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

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

2.2. Turnover

Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances.

Sale of goods

Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods has transferred to the buyer. This is usually at the point that the customer has signed for the delivery of the goods.

Rendering of services

Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.

2.3. Research and Development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research is recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised to ... on a straight line basis over their expected useful economic lives, which range from ... to ... years.

If it is not possible to distinguish between the research phase and the development phase of an internal project the expenditure is treated as if it were all incurred in the research phase only.

2.4. Intangible Fixed Assets and Amortisation - Intellectual Property

Intellectual property assets are .... It is amortised to the profit and loss account over its estimated economic life of .... years.

2.5. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Computer Equipment

25% reducing balance

2.6. Foreign Currencies

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

3. Average Number of Employees

Average number of employees, including directors, during the year was: NIL (2023: NIL)

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CLUSTERNANOTECH LTD

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

4. Intangible Assets

	Development Costs	Intellectual Property	Total
	£	£	£
Cost
As at 1 January 2024	8,197,130	165,000	8,362,130

As at 31 December 2024	8,197,130	165,000	8,362,130

Amortisation
As at 1 January 2024	1,562,342	-	1,562,342
Provided during the period	663,479	-	663,479

As at 31 December 2024	2,225,821	-	2,225,821

Net Book Value
As at 31 December 2024	5,971,309	165,000	6,136,309

As at 1 January 2024	6,634,788	165,000	6,799,788

5. Tangible Assets

	Computer Equipment
	£
Cost
As at 1 January 2024	1,332

As at 31 December 2024	1,332

Depreciation
As at 1 January 2024	1,199
Provided during the period	133

As at 31 December 2024	1,332

Net Book Value
As at 31 December 2024	-

As at 1 January 2024	133

6. Debtors

	2024	2023
	£	£
Due within one year
Trade debtors	30,606	7,799
Due after more than one year
Amounts owed by group undertakings	356,000	332,000
Other debtors	88	-

	356,088	332,000

	386,694	339,799

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CLUSTERNANOTECH LTD

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

7. Current Asset Investments

	2024	2023
	£	£
Shares in subsidiaries	721,625	721,625

8. Creditors: Amounts Falling Due Within One Year

	2024	2023
	£	£
Trade creditors	113,453	114,467
Other loans	(22,000 )	(1,500 )
Amounts owed to participating interests	15,100	22,100
Other creditors	26,000	26,000

	132,553	161,067

9. Share Capital

	2024	2023
	£	£
Allotted, Called up and fully paid	9,280,194	9,280,194

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